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SAFARI INVESTMENTS (RSA) LIMITED - Response to public letter from Comprop in respect of its offer to acquire all the Safari shares by way of a scheme

Release Date: 12/09/2019 08:55
Code(s): SAR     PDF:  
 
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Response to public letter from Comprop in respect of its offer to acquire all the Safari shares by way of a scheme

Safari Investments (RSA) Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2000/015002/06)
Share code: SAR
ISIN: ZAE000188280
("Safari" or the "Company")

RESPONSE TO THE PUBLIC LETTER FROM COMMUNITY PROPERTY COMPANY PROPRIETARY
LIMITED (“COMPROP”) IN RESPECT OF ITS OFFER TO ACQUIRE ALL OF THE ISSUED SHARES OF
SAFARI BY WAY OF A SCHEME OF ARRANGEMENT

1   Response to Comprop

    The shareholders of Safari ("Shareholders") are referred to the announcement released by the Company
    on SENS on 22 July 2019 ("Initial Comprop Proposal Announcement") relating to, inter alia, the receipt
    by the board of directors of Safari ("Safari Board") of an unsolicited, binding written proposal (“Comprop
    Proposal”) from Comprop stating its firm intention to make a cash offer to acquire all of the issued shares
    of Safari ("Target Shares") at an ex dividend price of R5.90 per Target Share 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"). As was stated in the Initial Comprop Proposal Announcement, the Safari Board
    constituted an independent board of directors comprising of Allan Wentzel, Mark Minnaar and Chris
    Roberts (“Independent Board”) to assess the Comprop Proposal.

    As stated in the announcement released by Safari on SENS on 26 August 2019, Safari have repeatedly
    sought to engage with Comprop. This includes evidencing the ‘Confirmatory Letters’ to Comprop's
    advisors, Rand Merchant Bank, addressing a comprehensive letter to Comprop on 21 August 2019
    raising key legal and commercial aspects (the “Concerns”) of the Scheme which are of concern to the
    Independent Board, and requesting Comprop to address the Concerns. The Concerns include aspects of
    the legal terms of the Comprop Proposal which, if put in their present form, could give rise to unnecessary
    risks to Shareholders of the Scheme failing, even if approved by Shareholders. Comprop has not
    responded to this letter.

    Instead, Comprop unilaterally published its letter to Safari on SENS at 07:30 on 10 September 2019
    (“Comprop’s Letter”), which letter was received by Safari and its advisors at 07:17 on
    10 September 2019. Respectfully, this approach appears to be little more than a strategy to avoid
    engaging on the Concerns, and to publicly position certain matters in a favourable light in order for
    Comprop to advance its own commercial interests, and not necessarily those of the general body of
    Shareholders. This effort to avoid meaningful engagement and to foster public discord is an unfortunate
    development, given that the Independent Board has consistently sought to approach the Comprop
    Proposal in a measured and professional way.

    The Independent Board has today, 12 September 2019, responded to Comprop’s Letter and a copy of
    this letter is available on the Company’s website (www.safari-investments.com/investor-relations).

    By way of update, the Safari Board and the Independent Board have appointed an independent
    professional expert, BDO Corporate Finance Proprietary Limited (“Independent Professional Expert”),
    to express an opinion, if ultimately required in terms of the Companies Act, on whether the Comprop
    Proposal is fair and reasonable to Shareholders, as contemplated in sections 114(2) and 114(3) of the
    Companies Act and regulations 90 and 110(1) of the regulations under the Companies Act.

    The Independent Board continues to engage with the Independent Professional Expert to receive their
    preliminary feedback. Simultaneously, the Independent Board continues to request constructive
    engagement with Comprop to reach an amicable resolution of the Concerns.

2   Responsibility statement

    The Safari Board (and, as applicable, the Independent Board) accepts responsibility for the information
    contained in this announcement to the extent that it relates to Safari. To the best of its knowledge and
    belief, such information contained in this announcement is true and nothing has been omitted which is
    likely to affect the importance of such information.

Pretoria

12 September 2019

Corporate adviser and transaction sponsor to Safari
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal adviser to Safari
Webber Wentzel

Date: 12/09/2019 08:55:00
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