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Finalisation announcement in respect of the Scheme of Arrangement between Adrenna and its minority shareholders
ADRENNA PROPERTY GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration Number 1998/012245/06)
Share Code: ANA ISIN: ZAE000163580
(“Adrenna” or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT BETWEEN ADRENNA AND ITS
MINORITY SHAREHOLDERS
Capitalised terms used but not defined in this announcement, shall have the same meanings ascribed to them
in the Circular (as defined below).
1. Introduction and Fulfilment of Scheme Conditions
1.1 Shareholders of Adrenna (“Adrenna Shareholders”) are referred to the circular issued by Adrenna on
Monday, 23 September 2019 (“Circular”) regarding:
- an offer by the Company to all Shareholders except the Remaining Shareholders, in terms of section
48 of the Companies Act 71 of 2008 (“Companies Act”), to be effected by way of a scheme of
arrangement (“Scheme”) in terms of section 114(1) of the Companies Act, proposed by the Adrenna
Board between the Company and its Shareholders in terms of which, if implemented, the Company
will acquire all of the Scheme Shares from the Scheme Participants for the Scheme Consideration of
R1.30 per share; and
- the termination of the listing of Adrenna’s Shares on the JSE Main Board in terms of paragraph 1.17(b)
of the listings requirements of the JSE Limited.
1.2 Adrenna Shareholders are further referred to the announcement published on the Stock Exchange News
Service (“SENS”) of the JSE on Monday, 21 October 2019, notifying them that at the general meeting held
on Monday, 21 October 2019 (“General Meeting”), the special and ordinary resolutions set out in the
Notice of General Meeting (which was attached to and formed part of the Circular), were passed on a
poll by the requisite majorities (being those set out in the Notice of General Meeting in respect of each
resolution).
1.3 Adrenna Shareholders are advised that:
- as shareholders holding 4.81% of the total number of Shares voted at the General Meeting voted
against the Scheme, the date for the fulfilment of the Conditions Precedent was extended by the
Company to Friday, 8 November 2019;
- one Shareholder who gave the Company a written notice of objection to the Scheme and
subsequently voted against the Scheme at the General Meeting has submitted a demand in terms
of sections 164(5) and 164(7) for the Company to pay the Shareholder concerned the fair value for
all of the Shares of the Company held by that Shareholder;
- no Shareholder who voted against the Scheme has made an application to court in accordance
with section 115(3)(b) of the Companies Act to be granted leave to apply to a court for a review
of the Scheme; and
- the Takeover Regulation Panel has issued a compliance certificate in respect of the Scheme in
terms of section 119(4)(b) of the Companies Act and all conditions precedent to the Scheme have
now been fulfilled. The Scheme has accordingly become unconditional with effect from 4
November 2019 and will be implemented on Monday, 18 November 2019, being the “Scheme
Implementation Date”.
1.4 In accordance with the terms and conditions of the Scheme as detailed more fully in the Circular, on the
Scheme Implementation Date, Scheme Participants shall be deemed to have disposed of and transferred
their Scheme Shares to Adrenna and, in exchange, each Scheme Participant will be entitled to receive
a cash consideration of R1.30 (“Scheme Consideration”) for every Scheme Share held by such Scheme
Participant at the close of business on Friday, 15 November 2019, being the “Scheme Consideration
Record Date”.
1.5 As a consequence of the Scheme, the Delisting of the Adrenna Shares from the Main Board of the
securities exchange operated by the JSE will be implemented on Tuesday, 19 November 2019.
2. Salient Dates and Times
The salient dates relating to the Scheme, as set out below, are now final.
2019
Scheme Consideration LDT, being the last day to trade
Adrenna Shares on the JSE in order to be recorded in the
Register to receive the Scheme Consideration: Tuesday, 12 November
Suspension of listing of Adrenna Shares on the JSE at
commencement of trade on: Wednesday, 13 November
Scheme Consideration Record Date, being the date and
time by which Adrenna Shareholders must be recorded in
the Register in order to receive the Scheme Consideration,
by 17:00 on Friday, 15 November
Scheme Implementation Date on Monday, 18 November
Payment of the Scheme Consideration electronically or
posted to Certificated Adrenna Shareholders who have
lodged their Form of Surrender and Transfer) with the Transfer
Secretaries on or prior to 12:00 on the Scheme Record Date,
on Monday, 18 November
Dematerialised Scheme Participants to have their accounts
with their CSDP or Broker credited with the Scheme
Consideration on Monday, 18 November
Delisting of Adrenna Shares from the securities exchange
operated by the JSE to take place at the commencement
of trade on Tuesday, 19 November
Notes:
(i) All times referred to in this Circular are references to South African time.
(ii) Adrenna Shareholders who acquired on, or prior to, the Expected Scheme Consideration LDT
(expected to be Tuesday, 12 November 2019), will participate in the Scheme (i.e. dispose of their
Adrenna Shares to Adrenna in accordance with the Scheme for the Scheme Consideration).
(iii) No Dematerialisation or re-materialisation of Adrenna Shares may take place from the Business Day
following the Scheme Consideration LDT.
3. Responsibility Statement
The Board of directors of Adrenna accepts responsibility for the information contained in this
announcement. To the best of its knowledge and belief, the information contained in this announcement
is true and nothing has been omitted from this announcement which is likely to affect the importance of
the information.
Johannesburg
5 November 2019
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 05/11/2019 11:17:00
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