Cash payment applicable to fractional entitlements
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)
CASH PAYMENT APPLICABLE TO FRACTIONAL ENTITLEMENTS
Arrowhead and Gemgrow shareholders are referred to the joint announcements released on SENS, the
last of which was published on Tuesday, 17 September 2019, regarding, inter alia, the offer by Gemgrow
to acquire all of the Arrowhead ordinary shares, but excluding the Arrowhead shares held in treasury,
from Arrowhead shareholders (“scheme participants”) by way of a scheme of arrangement in terms of
section 114 of the Companies Act, No. 71 of 2008, as amended (“scheme”), proposed by the board of
Arrowhead to the scheme participants (“transaction”).
The definitions and interpretations commencing on page 8 of the combined scheme circular to Arrowhead
and Gemgrow shareholders dated Monday 22 July 2019 have been used in this SENS announcement.
Shareholders are referred to the finalisation announcement released on SENS on Monday, 9 September
2019, confirming that all conditions precedent to the transaction have been fulfilled.
Where a scheme participant’s entitlement to the scheme consideration results in a fractional entitlement,
such fraction of a Gemgrow B share will be rounded down to the nearest whole number, resulting in
allocations of whole Gemgrow B shares and a cash payment will be made to the scheme participant for
The applicable cash payment will be determined with reference to the VWAP of a Gemgrow B share
traded on the JSE on Wednesday, 18 September 2019, discounted by 10%.
Example of fractional entitlement:
This example assumes that a scheme participant holds 1 000 scheme shares at the close of business on
the scheme consideration record date.
Gemgrow B share entitlement = 1 000 x 0.8237 (being the scheme consideration on the scheme
consideration record date)
Aggregate scheme consideration entitlement = 1 000 (being the number of scheme shares) x 0.8237
(reflecting the applicable ratio of consideration shares to scheme shares) = 823.7 Gemgrow B shares.
The rounding provision described above is then applied and the scheme participant will receive:
823 Gemgrow B shares in respect of the 1 000 scheme shares held and a cash payment for the fractional
entitlement based on 329 cents (being the VWAP of a Gemgrow B share traded on the JSE on
Wednesday, 18th of September 2019, discounted by 10%) of 329 x 0.7 = 230 cents.
The tax implications of the scheme on scheme participants will depend on the individual tax
circumstances of each scheme participant. Scheme participants should seek advice from appropriate
professional advisers if they are in any doubt whatsoever about their tax position.
3. Arrowhead Independent Board Responsibility Statement
The Arrowhead Independent Board (to the extent the information relates to Arrowhead), accepts
responsibility for the information contained in this announcement and, to the best of its knowledge and
belief, confirms that the information contained is true and this announcement does not omit anything likely
to affect the importance of such information.
4. Gemgrow Responsibility Statement
Gemgrow (to the extent the information relates to Gemgrow), accepts responsibility for the information
contained in this announcement and, to the best of its knowledge and belief, confirms that the information
contained is true and this announcement does not omit anything likely to affect the importance of such
19 September 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: 19/09/2019 10:10:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Email this JSE Sens Item to a Friend.