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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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