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ARROWHEAD PROPERTIES LIMITED - Distribution of Circular and Revised Listing Particulars to Arrowhead Shareholders and notice of general meeting

Release Date: 10/12/2021 09:00
Code(s): AHB AHA     PDF:  
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Distribution of Circular and Revised Listing Particulars to Arrowhead Shareholders and notice of general meeting

ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/032604/06)
JSE share code: AHA ISIN: ZAE000275491
JSE share code: AHB ISIN: ZAE000275509
(Approved as a REIT by the JSE)
(Arrowhead or the Company)
_________________________________________________________________________________________________________________

DISTRIBUTION OF CIRCULAR AND REVISED LISTING PARTICULARS TO ARROWHEAD SHAREHOLDERS AND NOTICE OF GENERAL MEETING
_________________________________________________________________________________________________________________

1.      Distribution of Circular and Revised Listing Particulars

        Shareholders are referred to the joint firm intention announcement released by Arrowhead and Fairvest
        Property Holdings Limited (Fairvest) on SENS on 27 September 2021 regarding the proposed acquisition
        by Arrowhead of the entire issued share capital of Fairvest to be implemented via a scheme of
        arrangement in terms of section 114 of the Companies Act, No. 71 of 2008 (Proposed Transaction).

        The Proposed Transaction constitutes a category 1 transaction and a reverse takeover of Arrowhead in
        terms of section 9 of the JSE Listings Requirements, which requires, inter alia, the distribution of a
        category 1 circular (Circular) and accompanying revised listing particulars (Revised Listing Particulars)
        to holders of A ordinary and B ordinary shares in Arrowhead (Arrowhead shareholders).

        Arrowhead Shareholders are hereby advised that the Company will be distributing the Circular and
        Revised Listing Particulars today, 10 December 2021, pertaining to the Proposed Transaction.

        Copies of the Circular and Revised Listing Particulars may be obtained at the Company’s registered
        office, 3rd Floor Upper Building, 1 Sturdee Avenue, Rosebank, Johannesburg, 2196 (Registered Office)
        between 09:00 and 17:00 or from the company secretary by emailing Vicki Turner at
        vicki@arrowprop.co.za between today, Friday, 10 December 2021 to Friday, 14 January 2022, both days
        inclusive. The Circular and Revised Listing Particulars will also be available on Arrowhead’s website
        (https://www.arrowheadproperties.co.za/prospectus-and-circular.php) from today, 10 December 2021.

2.      Notice of general meeting

        The Circular incorporates a notice of general meeting of Arrowhead Shareholders to be held at 11:00 on
        Friday, 14 January 2022 at the Company’s Registered Office, and through electronic participation by way
        of telephone conferencing or by way of MS Teams, for the purpose of considering and, if deemed fit,
        passing with or without modification, the resolutions required to be approved by Arrowhead Shareholders
        in order to, inter alia, authorise and implement the Proposed Transaction.

3.      Salient dates and times

        Set out below are the salient dates and times pertaining to the implementation of the Proposed
        Transaction. The definitions and interpretations contained in the Circular apply mutatis mutandis to the
        below salient dates and times (unless the context requires otherwise).
                                                                                                        2021

        Notice record date, being the date on which an Arrowhead Shareholder
        must be recorded in the register to be eligible to receive the Circular and
        Notice of General Meeting and Revised Listing Particulars                         Friday, 3 December

        Circular and the Notice of General Meeting and Revised Listing Particulars
        distributed to Arrowhead Shareholders and announced on SENS on                   Friday, 10 December

        Announcement of distribution of Circular and Notice of General Meeting and
        Revised Listing Particulars published in the press on                            Monday, 13 December

                                                                                                        2022

        Last day to trade Arrowhead Shares to be recorded in the register to vote
        at the General Meeting (Voting LDT) (see note 3 below) on                         Tuesday, 4 January

        Voting Record Date, being the date on which an Arrowhead Shareholder
        must be recorded in the register to be eligible to attend or electronically
        participate in the General Meeting and to vote thereat, by close of trade on       Friday, 7 January

        For administrative reasons, forms of proxy in respect of the General
        Meeting to be lodged at or received by no later than 11:00 on (see note 7)     Wednesday, 12 January

        General Meeting to be held at 11:00 on                                            Friday, 14 January

        Results of the General Meeting published on SENS                                  Friday, 14 January

        Results of the General Meeting published in the press on                          Monday, 17 January

        Finalisation Date expected to be on                                              Tuesday, 18 January

        Finalisation Date announcement expected to be released on SENS on                Tuesday, 18 January

        Finalisation Date announcement expected to be published in the press on        Wednesday, 19 January

        Expected last day to trade prior to the change of name being effected            Tuesday, 25 January

        Expected termination of trading in the name “Arrowhead Properties Limited”
        on the JSE, termination of the “A” ordinary shares trading under the share
        code “AHA”, short name “AWAPropA” and ISIN ZAE000275491 and
        termination of the “B” ordinary shares trading under the share code “AHB”,
        short name “AWAPropB” and ISIN ZAE000275509, from the
        commencement of trade                                                          Wednesday, 26 January

        Expected trading under the new name of “Fairvest Limited” on the JSE, with
        the AHA Shares trading under the share code “FTA”, short name
        “FTAPropA” and ISIN ZAE000304788 and the AHB Shares trading under
        the share code “FTB” short name “FTBPropB” and ISIN ZAE000304796
        from the commencement of trade on                                              Wednesday, 26 January

        Record date in respect of the change of name                                      Friday, 28 January

        Issue of AHB Shares in order to satisfy the Scheme Consideration on the
        JSE expected from the commencement of trade on                                    Monday, 31 January
                                                                                          
        Expected date Dematerialised Arrowhead Shareholders will have their
        accounts updated with shares trading under the new name “Fairvest
        Limited” at their CSDP or Broker                                                  Monday, 31 January

        Notes:
        1. All dates and times indicated above are South African Standard Time.
        2. The above dates and times are subject to amendment at the discretion of the Company. Any such
           amendment will be released on SENS.
        3. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial General
           Meeting will remain valid in respect of any adjournment or postponement of the General Meeting,
           unless the contrary is stated on such Form of Proxy.
        4. Arrowhead Shareholders are reminded that Arrowhead Shares can only be traded in dematerialised
           form. It is therefore suggested that holders of Certificated Arrowhead Shares on the register
           dematerialise their Arrowhead Shares prior to the Voting LDT. No orders to dematerialise or
           rematerialise Arrowhead Shares will be processed from the Business Day following the Voting LDT
           up to and including the Voting Record Date, but such orders will again be processed from the first
           Business Day after the Voting Record Date.
        5. The register for Certificated Arrowhead Shares will be closed between the Voting LDT and the Voting
           Record Date.
        6. Arrowhead Shareholders are requested to deposit forms of proxy with the Transfer Secretaries, JSE
           Investor Services, at 13th Floor, 19 Ameshoff Street, Braamfontein, 2001 or by fax on 086 674 2450
           or by email to meetfax@jseinvestorservices.co.za to be received by 11:00 on Wednesday, 12 January
           2022. Any forms of proxy not lodged by this time may still be sent to these email addresses prior to
           the commencement of the General Meeting.
        7. Forms of proxy not submitted to the Transfer Secretaries by such date may be handed to the Chairman
           of the General Meeting or to the Transfer Secretaries at the General Meeting at any time prior to the
           commencement of the General Meeting or prior to voting on any resolution proposed at the General
           Meeting.

4.    Responsibility statement
      
      The board of directors of Arrowhead (Arrowhead Board) accepts responsibility for the information
      contained in this announcement insofar as it relates to Arrowhead. To the best of the Arrowhead Board's
      knowledge and belief, the information contained in this announcement is true and the announcement
      does not omit anything likely to affect the importance of the information.


10 December 2021

_______________________________________________________________________________________

Lead corporate advisor
Ferryman Capital Partners Proprietary Limited

Joint corporate advisor and transaction sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Attorney and competition law advisor
Cliffe Dekker Hofmeyr Incorporated

Date: 10-12-2021 09:00:00
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