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Appraisal Rights Update
AFRICAN PHOENIX INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/021193/06)
Ordinary share code: AXL ISIN: ZAE000221370
(“the Company”)
APPRAISAL RIGHTS UPDATE
Terms defined in the circular distributed to Shareholders on 18 February 2019 shall, unless otherwise
stated, bear the same meaning in this announcement.
In the 'Scheme Repurchase and Finalisation Announcement and Timetable' announcement released on
SENS on 7 June 2019, the Company advised Shareholders that certain Preference Shareholders, holding
in aggregate 1 252 598 Preference Shares (the "Dissenting Shareholders"), had demanded that the
Company acquire their Preference Shares as envisaged in section 164 of the Companies Act ("Affected
Shares"). In terms of section 164(11) of the Companies Act and following the receipt of the demands, the
Company was required to send a written offer to each Dissenting Shareholder to pay an amount
considered by the Board to be the fair value of the Affected Shares. Accordingly, and in compliance with
section 164(11) of the Companies Act, the Company offered to acquire the Affected Shares from the
Dissenting Shareholders.
After having made the offer to the Dissenting Shareholders, the Company implemented the Scheme
Repurchase and has, accordingly, acquired the Preference Shares held by the Preference Shareholders
(excluding the Affected Shares).
The Company has since received a notice of motion in which a Dissenting Shareholder makes application
to court in terms of section 164(14) of the Companies Act for, among others, a determination of the fair
value of the Affected Shares with a view to requiring the Company to pay the Dissenting Shareholders the
fair value of the Affected Shares. Further, in terms of section 164(15) of the Companies Act, Dissenting
Shareholders who have not accepted the Company's offer must be joined as parties to an application
instituted in terms of section 164(14), as contemplated under the notice of motion.
The Board is considering the application and will keep Shareholders updated via SENS in this regard.
Johannesburg
24 July 2019
Financial advisor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisor
Webber Wentzel
Sponsor
Merchantec Capital
Date: 24/07/2019 05:00:00
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