Finalisation announcement - Implementation of scheme of arrangement
International Hotel Properties Limited
(previously International Hotel Group Limited)
(Incorporated in the British Virgin Islands)
(Company number 1862176)
JSE share code: IHL
LEI Code: 213800VGTQA4SMCAWP71
(“IHL” or the “Company”)
FINALISATION ANNOUNCEMENT - IMPLEMENTATION OF SCHEME OF ARRANGEMENT
Shareholders are referred to the announcements released on SENS and the Luxembourg Stock Exchange (“LuxSE”)
website on 24 August 2017 and 19 October 2017, relating to a scheme of arrangement in terms of section 179A of the
BVI Business Companies Act, 2004, as amended (“the scheme”), proposed by Redefine International P.L.C.
(“Redefine International”) between IHL and all its shareholders other than (i) Redefine Share Investments Limited,
(ii) Redefine Properties Limited and (iii) Southern Sun Africa Limited (collectively the “scheme members”) pursuant
to which, on implementation of the scheme (and subject to the scheme becoming unconditional in accordance with its
- Redefine International will acquire all the shares in the Company held by the scheme members in consideration
for the delivery to scheme members of 2.5 Redefine International shares for every 1 share in the Company held
by the scheme members; and
- the listing and admission to trading of the Company’s shares on both the Johannesburg Stock Exchange (“JSE”)
and the Euro MTF market of the LuxSE would be terminated (“the delisting”).
The IHL Board is pleased to announce that the outstanding condition to the scheme (namely, BVI Court approval and
the filing of the Court Order in compliance with BVI Companies Act requirements) has now been fulfilled.
The scheme will be implemented in accordance with the salient dates and times set out below:
Last day to trade in order to participate in the scheme consideration Tuesday, 7 November
Suspension of listing and admission to trading of Company’s shares on JSE Wednesday, 8 November
and the Euro MTF market of the LuxSE at commencement of trading
Record date on which scheme participants must be recorded in the register to Friday, 10 November
receive the scheme consideration, by close of trading on (scheme
participants record date)
Operative date of the scheme at the commencement of trading Monday, 13 November
Scheme consideration posted to certificated scheme participants (if Monday, 13 November
documents of title are received on or prior to the record date) on or about
Holders of dematerialised shares should have their accounts (held at their Monday, 13 November
CSDP or broker) updated to reflect scheme consideration on
Termination of listing and admission to trading of IHL shares on both JSE Tuesday, 14 November
and the Euro MTF market of the LuxSE at the commencement of trading
No dematerialisation or rematerialisation of shares is to take place after Tuesday, 7 November 2017
For further information, please contact:
Luxembourg listing agent +352 263 868 602
JSE sponsor +27 (0) 11 722 3050
Osiris Secretarial Services Ltd +1 (284) 494 9820
Notes to editors:
IHL is a hotel and leisure focused property investment company which owns nine hotels in the UK. The Company’s
shares are currently listed on the official list and admitted to trading on the Euro MTF market of the LuxSE which
constitutes its primary listing, and on the AltX of the JSE which constitutes its secondary listing.
30 October 2017
Date: 30/10/2017 07:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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