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ARROWHEAD PROPERTIES LIMITED - Posting of scheme circular, category 1 circular, prospectus and notices of the scheme meeting

Release Date: 22/07/2019 07:05
Code(s): AWA GPA GPB     PDF:  
 
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Posting of scheme circular, category 1 circular, prospectus and notices of the scheme meeting

ARROWHEAD PROPERTIES LIMITED                               GEMGROW PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)             (Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)                       (Registration number 2007/032604/06)
JSE share code: AWA ISIN: ZAE000203105                     JSE share code: GPA ISIN: ZAE0000223269
(Approved as a REIT by the JSE)                            JSE share code: GPB ISIN: ZAE0000223277
(“Arrowhead”)                                              (Approved as a REIT by the JSE)
                                                           (“Gemgrow”)




POSTING OF SCHEME CIRCULAR, CATEGORY 1 CIRCULAR, PROSPECTUS AND NOTICES OF THE SCHEME MEETING, 
THE GEMGROW COMBINED GENERAL MEETING AND THE GEMGROW SEPARATE GENERAL MEETINGS OF THE 
GEMGROW A SHAREHOLDERS AND GEMGROW B SHAREHOLDERS



1.     Background

       Shareholders of Arrowhead and Gemgrow are referred to the joint firm intention announcement released
       on SENS on Monday, 8 July 2019 and published in the press on Tuesday, 9 July 2019 regarding the firm
       intention by Gemgrow to make an offer to acquire all of the Arrowhead ordinary shares, but excluding the
       Arrowhead shares held in treasury, (“scheme shares”), from Arrowhead shareholders (“scheme
       participants”) by way of a scheme of arrangement (“scheme”) in terms of section 114 of the Companies
       Act, No. 71 of 2008, as amended (“Companies Act”), to be proposed by the board of Arrowhead to the
       scheme participants (“transaction”).


2.     Posting of the scheme circular and notice of scheme meeting

       Shareholders of Arrowhead are advised that Arrowhead has, on Monday, 22 July 2019 posted a circular
       to Arrowhead shareholders (“scheme circular”) relating to:
       •   the scheme, in terms of which, if implemented, Gemgrow will acquire all the scheme shares held by
           Arrowhead shareholders for the scheme consideration, being 0.8237 Gemgrow B ordinary shares for
           every Arrowhead share acquired; and
       •   the delisting of all Arrowhead shares from the JSE in the event that the scheme is successfully
           implemented.
       The scheme circular is accompanied by a prospectus in respect of Gemgrow as it will be constituted after
       the implementation of the scheme.
       The scheme circular contains a notice convening a scheme meeting of Arrowhead shareholders to be
       held at 10:30 on Thursday, 22 August 2019 at 3rd Floor, Upper Building, 1 Sturdee Avenue, Rosebank
       to consider and, if deemed fit, pass the resolutions required to implement the scheme (“scheme
       meeting”).


     The scheme circular and prospectus are also available for inspection in electronic format on Arrowhead’s
     website at www.arrowheadproperties.co.za.
     A copy of the scheme circular and prospectus will be available for inspection at Arrowhead’s offices at
     3rd Floor, Upper Building, 1 Sturdee Avenue, Rosebank at any time during normal business hours until
     Thursday, 22 August 2019.


3.    Posting of the category 1 circular, prospectus and notices of the Gemgrow combined general
      meeting and separate general meetings of the Gemgrow A shareholders and the Gemgrow B
      shareholders

      Shareholders of Arrowhead and Gemgrow are advised that Gemgrow has, on Monday, 22 July 2019,
      posted a circular to Gemgrow shareholders (“category 1 circular”) relating to:

       •   the offer by Gemgrow to acquire the entire issued share capital of Arrowhead, by way of a scheme
           of arrangement in terms of section 114 of the Companies Act of 2008, for the scheme consideration,
           being 0.8237 Gemgrow B ordinary shares for every Arrowhead share acquired;

       •   authorisation for the Gemgrow board to allot, issue and procure the listing of 862,972,109
           authorised but unissued Gemgrow B shares required to settle the consideration for the acquisition
           of the scheme shares;
       •   the change of Gemgrow’s name to “Arrowhead Properties Limited”; and
       •   changes to Gemgrow’s board of directors.
      The category 1 circular contains:

       •   a notice convening a general meeting of Gemgrow shareholders to be held at 11:00 on Thursday,
           22 August 2019 at 3rd Floor, Upper Building, 1 Sturdee Avenue, Rosebank, to consider and, if
           deemed fit, pass the resolutions required to implement the transaction (“combined general
           meeting”); and
       •   is accompanied by a prospectus in respect of Gemgrow as it will be constituted after the
           implementation of the transaction.
       Furthermore the category 1 circular contains an amendment of Gemgrow’s MOI to convert the treasury
       shares arising pursuant to the transaction to redeemable shares (“redeemable share resolutions”);
       and accordingly the category 1 circular contains notices convening:
       •   a separate general meeting of Gemgrow A shareholders to be held at 11:30 on Thursday, 22
           August 2019, at 3rd Floor Upper Building, 1 Sturdee Avenue, Rosebank, for the purpose of
           considering and, if deemed fit, passing with or without modification, the redeemable share
           resolutions; and
       •   a separate general meeting of Gemgrow B shareholders to be held at 12:00 on Thursday, 22
           August 2019, at 3rd Floor Upper Building, 1 Sturdee Avenue, Rosebank for the purpose of
           considering and, if deemed fit, passing with or without modification, the redeemable share
           resolutions,
      (collectively referred to as “the separate general meetings”).
      The redeemable share conversion and subsequent redemption will have no impact on the Gemgrow A
      or Gemgrow B shareholders, save for Arrowhead which holds the Gemgrow B shares which will become
      treasury shares pursuant to the transaction.
      The category 1 circular and prospectus are also available for inspection in electronic format on
      Gemgrow’s website at www.gemgrow.co.za.
      A copy of the category 1 circular and prospectus will be available for inspection at Gemgrow’s offices at
      3rd Floor, Upper Building, 1 Sturdee Avenue, Rosebank at any time during normal business hours until
      Thursday, 22 August 2019.
4.   Salient dates and times

     The salient dates and times relating to the transaction and the scheme are set out below:

      Salient dates and times                                                                                2019

      Record date to determine which Arrowhead and Gemgrow shareholders                            Friday, 12 July
      are eligible to receive the scheme circular, category 1 circular and
      prospectus (“circulars”)

      Circulars posted to Arrowhead and Gemgrow shareholders and notice                           Monday, 22 July
      convening the scheme meeting, combined general meeting and separate
      general meetings

      Notice convening the scheme meeting, combined general meeting and                          Tuesday, 23 July
      separate general meetings published in the South African press

      Last day to trade in order to be eligible to vote at the scheme meeting,                 Tuesday, 13 August
      combined general meeting and separate general meetings

      Record date to be eligible to vote at the scheme meeting, combined                         Friday, 16 August
      general meeting and separate general meetings

      Last day for Arrowhead shareholders to lodge forms of proxy in respect of                 Tuesday, 20 August
      the scheme meeting by 10:30 on

      Last day for Gemgrow A and B shareholders to lodge forms of proxy in                      Tuesday, 20 August
      respect of the combined general meeting by 11:00 on

      Last day for Gemgrow A shareholders to lodge forms of proxy in respect of                 Tuesday, 20 August
      the separate general meeting of Gemgrow A shareholders by 11:30 on

      Last day for Gemgrow B shareholders to lodge forms of proxy in respect of                 Tuesday, 20 August
      the separate general meeting of Gemgrow B shareholders by 12:00 on

      Last date for Arrowhead shareholders to give written notice of their                     Thursday, 22 August
      objections to the special resolution approving the scheme in terms of
      section 164(3) of the Companies Act by no later than 10:30 on

      Scheme meeting to be held at 10:30 on                                                    Thursday, 22 August

      Combined general meeting to be held at 11:00 on                                          Thursday, 22 August

      Separate general meeting of Gemgrow A shareholders to be held at                         Thursday, 22 August
      11:30 on

      Separate general meeting of Gemgrow B shareholders to be held at                         Thursday, 22 August
      12:00 on

      Results of the scheme meeting, combined general meeting and separate                     Thursday, 22 August
      general meetings released on SENS

      Results of scheme meeting, combined general meeting and separate                           Friday, 23 August
      general meetings published in the South African press

If the scheme is approved by Arrowhead shareholders at the scheme
meeting:

Last day for Arrowhead shareholders who voted against the scheme to                           Thursday, 29 August
require Arrowhead to seek court approval for the scheme in terms of
section 115(3)(a) of the Companies Act, if at least 15% of the total votes of
Arrowhead shareholders at the scheme meeting were exercised against
the scheme

Last date on which Arrowhead shareholders can make application to the                       Thursday, 5 September
Court in terms of section 115(3)(b) of the Companies Act

Last date for Arrowhead to give notice of adoption of the special resolution                Thursday, 5 September
approving the scheme to dissenting Arrowhead shareholders in
accordance with section 164 of the Companies Act

The following dates assume that no Court approval or review of the
scheme is required and will be confirmed in the finalisation
announcement if the scheme becomes unconditional

Finalisation date expected to be on                                                          Thursday, 29 August

Finalisation date announcement expected to be released on SENS on                            Thursday, 29 August

Finalisation date announcement expected to be published in the South                           Friday, 30 August
African Press on

Expected scheme last day to trade, being the last day to trade Arrowhead                   Tuesday, 10 September
shares on the JSE in order to be recorded in the register to receive the
scheme consideration (scheme last day to trade)

Suspension of listing of Arrowhead shares on the JSE expected to take                    Wednesday, 11 September
place at the commencement of trade on

Listing of Gemgrow B shares on the JSE expected from the                                 Wednesday, 11 September
commencement of trade on

Announcement released on SENS in respect of the cash payment                              Thursday, 12 September
applicable to fractional entitlements to the scheme consideration, based on
the VWAP of a Gemgrow B share traded on the JSE on Wednesday, 11
September 2019, discounted by 10%, on

Expected scheme consideration record date, being the date on which                          Friday, 13 September
scheme participants must be recorded in the register to receive the
scheme consideration, by close of trade on

Expected operative date of the scheme on                                                    Monday, 16 September

Dematerialised scheme participants expected to have their accounts (held                    Monday, 16 September
at their CSDP or broker) credited with the scheme consideration on or
about
       Termination of the listing of Arrowhead shares on the JSE expected to               Tuesday, 17 September
       take place at the commencement of trade on or about

       Expected last day to trade prior to the change of name being effected                Monday, 23 September

       Expected termination of trading in the name “Gemgrow Properties Limited”          Wednesday, 25 September
       on the JSE, termination of the “A” shares trading under the share code
       “GPA”, short name “GemPropA” and ISIN ZAE0000223269 and
       termination of the “B” shares trading under the share code “GPB”, short
       name “GemPropB” and ISIN ZAE0000223277, from the commencement of
       trade

       Expected trading under the new name of “Arrowhead Properties Limited”             Wednesday, 25 September
       on the JSE, with “A” shares trading under the share code “AHA”, short
       name “AWAPropA” and ISIN ZAE000275491 and “B” shares trading under
       the share code “AHB” short name “AWAPropB” and ISIN ZAE000275509
       from the commencement of trade


5.   FTSE sector classification

      FTSE has reviewed and advised that the new sector classification for Gemgrow, following the successful
      implementation of the transaction, will be NICB: 35102000 Diversified REITs, ICB: 8674 Diversified
      REITs, RGS:1060916 Equity REIT: Diversified.


22 July 2019


Corporate advisor and sponsor to Arrowhead
Investec Bank Limited

Independent corporate advisor and transaction sponsor to Gemgrow
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Corporate advisor to Gemgrow
Investec Bank Limited

Strategic transaction advisor to Arrowhead
Ferryman Capital Partners

Legal advisor and competition law advisor
Cliffe Dekker Hofmeyr Incorporated

Date: 22/07/2019 07:05:00
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