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ORION REAL ESTATE LIMITED - Finalisation Announcement in Respect of Scheme of Arrangement

Release Date: 02/12/2019 09:00
Code(s): ORE     PDF:  
Wrap Text
Finalisation Announcement in Respect of Scheme of Arrangement

ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE        ISIN: ZAE000201695
("Orion" or “the Company”)

FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT


Capitalised terms used but not defined in this announcement shall have the same meanings
ascribed to them in the Circular (as defined below).

1.    Fulfilment of Conditions Precedent
1.1   Shareholders are referred to the circular issued by Orion to its shareholders on
      Wednesday, 16 October 2019 (“Circular”) regarding:

      •   a scheme of arrangement in terms of section 114(1) of the Companies Act, proposed
          by the Independent Board between the Company and its Shareholders which, if
          implemented, will result in Gmeiner Investment Holding acquiring all of the Scheme
          Shares from the Scheme Participants for a cash consideration of 2 (two) cents per
          Share; and
      •   the termination of the listing of Orion’s Shares on the Main Board of the JSE in terms of
          paragraph 1.17(b) of the JSE Listings Requirements.

1.2   Shareholders are further referred to the announcement published on SENS on
      13 November 2019 which notified shareholders that all the resolutions required for the
      approval of the Scheme had been passed by the requisite eligible majority shareholders
      (as described in the Notice of Scheme Meeting) at the Scheme Meeting held on
      13 November 2019.

1.3   Shareholders are advised that:
      -   two Shareholders who had given the Company a written notice of objection to the
          Scheme and subsequently voted against the Scheme at the Scheme Meeting have
          submitted a demand in terms of sections 164(5) and 164(7) of the Companies Act
          for the Company to pay the Shareholders concerned the fair value for all of the
          Shares held by them;
      -   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.

      Accordingly, all Conditions Precedent to the Scheme have now been fulfilled and the
      Scheme has become unconditional and capable of implementation.

1.4   In accordance with the terms and conditions of the Scheme as detailed in the Circular,
      Scheme Participants shall be deemed to have disposed of and transferred their Scheme
      Shares to the Offeror, which will be deemed to have acquired ownership of the Scheme
      Shares, with effect from the Scheme Implementation Date, and, in exchange, each
      Scheme Participant will be entitled to receive a cash consideration of 2 (two) cents for
      every Scheme Share held by such Scheme Participant at the close of business on the
      Scheme Consideration Record Date.

1.5   As a consequence of the Scheme, the Delisting will be implemented on Wednesday,
      18 December 2019.

2.    Final salient dates and times
      The timetable for the finalisation and implementation of the Scheme is as follows:

                                                                                       2019
      Last day to trade in Orion Shares to be entitled to receive
      the Scheme Consideration                                         Tuesday, 10 December
      Suspension of listing of Shares at the commencement of
      trade on the JSE                                               Wednesday, 11 December
      Scheme Consideration Record Date, being the date
      on, and time at, which all persons must be recorded in
      the Register in order to receive the Scheme
      Consideration, at 17:00 on                                        Friday, 13 December
      Scheme Implementation Date                                       Tuesday, 17 December
      Scheme Consideration will be sent by EFT or by cheque
      to Certificated Shareholders who have lodged their
      Form of Surrender and Transfer with the Transfer
      Secretary on or prior to 12:00 on the Scheme
      Consideration Record Date, on or about                           Tuesday, 17 December
      Scheme Participants to have their accounts with their
      CSDP or Broker credited with the Scheme Consideration
      on or about                                                      Tuesday, 17 December
      Termination of listing of Shares on the JSE at the
      commencement of trade on or about                              Wednesday, 18 December
     
      Notes:
      1. No dematerialisation or rematerialisation of Shares may take place from the Business
         Day following the Scheme Consideration LDT.
      2. All times referred to above are references to South African time.

3.    Responsibility statement
      The Board 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.

Shareholders are reminded that, as stated in the Circular, the Board may consider a listing of
the Shares on another licensed stock exchange in due course in pursuit of Orion reacquiring its
REIT status.    Shareholders are advised to access the Company’s website at
https://www.oriongroup.co.za/orion-real-estate, for further information in this regard.
A Scheme Participant may, for a period of 6 (six) months from the date of the Delisting,
purchase his/her Shares back from the Offeror at the same price at which such shares were
acquired by the Offeror in terms of the Scheme, without interest.

Johannesburg
2 December 2019

Sponsor
Arbor Capital Sponsors Proprietary Limited

Date: 02-12-2019 09:00:00
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