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ARROWHEAD PROPERTIES LIMITED - Results of Arrowhead General Meeting

Release Date: 14/01/2022 15:30
Code(s): AHB AHA     PDF:  
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Results of Arrowhead 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”)
_______________________________________________________________________________________

RESULTS OF ARROWHEAD GENERAL MEETING
_______________________________________________________________________________________

1.   Introduction

     Holders of A ordinary and B ordinary shares in Arrowhead (“Shareholders”) are referred to the category
     1 circular and accompanying revised listing particulars (“Circulars”) which were distributed to
     Shareholders on 10 December 2021 and all previous announcements relating to the proposed acquisition
     by Arrowhead of the entire issued share capital of Fairvest Property Holdings Limited (“Fairvest”) to be
     implemented by way of a scheme of arrangement in terms of section 114 of the Companies Act, No. 71
     of 2008 proposed by Fairvest to its shareholders, and to which Arrowhead is a party (“Proposed
     Transaction”).


2.   Results of General Meeting

     Shareholders are advised that at the general meeting of Shareholders held today, Friday, 14 January
     2022 (“General Meeting”), in terms of the notice of General Meeting dispatched to Shareholders on
     Friday, 10 December 2021, all the resolutions tabled thereat required in order to implement the
     Transaction were passed by the requisite majority of Shareholders.

     A further announcement regarding the fulfilment and/or waiver of the outstanding conditions precedent
     to the Proposed Transaction will be released in due course.

     Details of the results of voting at the General Meeting are as follows (see notes 3 and 4 below):

      i.    Total number of Arrowhead A ordinary shares (“AHA Shares”) and Arrowhead B ordinary shares
            (“AHB Shares”) (“Arrowhead Shares”) in issue (excluding shares held in treasury) as at the date
            of the General Meeting: 991 179 816 which comprise 62 718 658 AHA Shares and 928 461 158
            AHB Shares.
     ii.    Total number of AHA Shares that were entitled to vote at the General Meeting: 62 718 658.
     iii.   Total number of AHB Shares that were entitled to vote at the General Meeting in respect of:
             - ordinary resolution 1: 898 640 228; and
             - ordinary resolution 2 to 8 and special resolution 1 to 2: 928 461 158.
     iv.    Total number of AHA Shares that were present/represented at the General Meeting: 50 596 225,
            being 80.67% of the total number of AHA Shares that were entitled to vote at the General Meeting.
     v.     Total number of AHB Shares that were present/represented at the General Meeting:
             - 695 540 450, being 77.40% of the total number of AHB Shares that were entitled to vote in
               respect of ordinary resolution 1; and
             - 715 043 316, being 77.01% of the total number of AHB Shares that were entitled to vote in
               respect of ordinary resolution 2 to 8 and special resolution 1 to 2.
      vi.   Total number of Arrowhead Shares that were present/represented at the General Meeting:
             - 746 136 675, being 77.61% of the total number of Arrowhead Shares that were entitled to vote
               in respect of ordinary resolution 1; and
             - 765 639 541, being 77.245% of the total number of Arrowhead Shares that were entitled to
               vote in respect of ordinary resolution 2 to 8 and special resolution 1 to 2.

      The below capitalised terms bear the same meaning as in the Circulars:

Ordinary resolution 1: The Category 1 Transaction
 AHA Shares voted (1)      For                        Against                    Abstentions (2)
 50 585 055, being         50 584 955, being          100, being, 0.0002%        11 170, being 0.00178%
 80.6539%                  99.9998%
 AHB Shares voted (1)      For                        Against                    Abstentions (2)
 691 416 659, being        691 400 185, being         16 474, being, 0.002%      4 123 791, being 0.444%
 76.940%                   99.998%
 Total Arrowhead           For                        Against                    Abstentions (2)
 Shares voted (1)
 742 001 714, being        741 985 140, being         16 574, being, 0.002%      4 134 961, being 0.417%
 77.183%                   99.998%
See notes 3 and 4 below.

Ordinary resolution 2: Election of Darren Wilder as director
 AHA Shares voted (1)      For                       Against                     Abstentions (2)

 50 585 055, being         50 584 955, being          100, being, 0.0002%        11 170, being 0.00178%
 80.6539%                  99.9998%
 AHB Shares voted (1)      For                        Against                    Abstentions (2)
 714 379 884, being        714 356 154, being         23 730, being, 0.003%      663 432, being 0.071%
 76.942%                   99.997%
 Total Arrowhead           For                        Against                    Abstentions (2)
 Shares voted (1)
 764 964 939, being        764 941 109, being         23 830, being, 0.003%      674 602, being 0.068%
 77.177%                   99.997%
See note 4 below.

Ordinary resolution 3: Election of Jacques Kriel as director
 AHA Shares voted (1)      For (1)                   Against (1)                 Abstentions (2)
 50 585 055, being         50 584 955, being         100, being, 0.0002%         11 170, being 0.00178%
 80.6539%                  99.9998%
 AHB Shares voted (1)      For                       Against                     Abstentions (2)
 714 379 884, being        714 356 154, being        23 730, being, 0.003%       663 432, being 0.071%
 76.942%                   99.997%
 Total Arrowhead           For                       Against                     Abstentions (2)
 Shares voted (1)
 764 964 939, being        764 941 109, being        23 830, being, 0.003%       674 602, being 0.068%
 77.177%                   99.997%
See note 4 below.

Ordinary resolution 4: Election of Ndabezinhle Mkhize as director
 AHA Shares voted (1)      For                      Against                   Abstentions (2)
 50 585 055, being         50 584 955, being        100, being, 0.0002%       11 170, being 0.00178%
 80.6539%                  99.9998%
 AHB Shares voted (1)      For                      Against                   Abstentions (2)
 714 357 915, being        705 111 078, being       9 246 837, being, 1.94%   685 401, being 0.074%
 76.940%                   98.706%
 Total Arrowhead           For                      Against                   Abstentions (2)
 Shares voted (1)
 764 942 970, being        755 696 033, being       9 246 937, being,         696 571, being 0.070%
 77.175%                   98.791%                  1.209%
See note 4 below.

Ordinary resolution 5: Election of Jacques du Toit as director
 AHA Shares voted (1)      For                       Against                  Abstentions (2)
 50 585 055, being         50 584 955, being         100, being, 0.0002%      11 170, being 0.00178%
 80.6539%                  99.9998%
 AHB Shares voted (1)      For                       Against                  Abstentions (2)
 714 360 519, being        705 102 889, being        9 257 630, being,        682 797, being 0.074%
 76.940%                   98.704%                   1.296%
 Total Arrowhead           For                       Against                  Abstentions (2)
 Shares voted (1)
 764 945 574, being        755 687 844, being        9 257 730, being,        693 967, being 0.070%
 77.175%                   98.790%                   1.210%
See note 4 below.

Ordinary resolution 6: Election of Louis Andrag as director
 AHA Shares voted (1)      For                       Against                  Abstentions (2)
 50 585 055, being         50 584 955, being         100, being, 0.0002%      11 170, being 0.00178%
 80.6539%                  99.9998%
 AHB Shares voted (1)      For                       Against                  Abstentions (2)
 714 325 884, being        714 334 687, being        8197, being, 0.001%      690 432, being 0.074%
 76.939%                   99.999%
 Total Arrowhead           For                       Against                  Abstentions (2)
 Shares voted (1)
 764 937 939, being        764 929 642, being        8 297, being, 0.001%     701 602, being 0.071%
 77.174%                   99.999%
See note 4 below.

Ordinary resolution 7: Election of Khegu Nkuna as director
 AHA Shares voted (1)      For                      Against                   Abstentions (2)
 50 585 055, being         50 584 955, being        100, being, 0.0002%       11 170, being 0.00178%
 80.6539%                  99.9998%
 AHB Shares voted (1)      For                      Against                   Abstentions (2)
 714 357 915, being        714 333 148, being       24 767, being, 0.003%     685 401, being 0.074%
 76.940%                   99.997%
 Total Arrowhead           For                      Against                   Abstentions (2)
 Shares voted (1)
 764 942 970, being        764 918 103, being       24 867, being, 0.003%     696 571, being 0.070%
 77.175%                   99.997%
See note 4 below.

Ordinary resolution 8: Election of Jacob Wiese as director
 AHA Shares voted (1)      For                       Against                        Abstentions (2)
 50 585 055, being         50 584 955, being         100, being, 0.0002%            11 170, being 0.00178%
 80.6539%                  99.9998%
 AHB Shares voted (1)      For                       Against                        Abstentions (2)
 714 360 519, being        714 352 861, being        7 658, being, 0.001%           682 797, being 0.074%
 76.940%                   99.999%
 Total Arrowhead           For                       Against                        Abstentions (2)
 Shares voted (1)
 764 945 574, being        764 937 816, being        7 758, being, 0.001%           693 967, being 0.070%
 77.175%                   99.999%
See note 4 below.

Special resolution 1: The allotment and issue of the Scheme Consideration Shares pursuant to the
Transaction in terms of Section 41(1) and 41(3) of the Companies Act (4)
 AHA Shares voted (1)     For                         Against                      Abstentions (2)
 50 585 055, being        50 584 955, being           100, being, 0.0002%          11 170, being 0.00178%
 80.6539%                 99.9998%
 AHB Shares voted (1)     For                         Against                      Abstentions (2)
 710 897 579, being       710 856 346, being          41 233, being, 0.006%        4 145 737, being 0.447%
 76.567%                  99.994%
 Total Arrowhead          For                         Against                      Abstentions (2)
 Shares voted (1)
 761 482 634, being       761 441 301, being          41 333, being, 0.005%        4 156 907, being 0.419%
 76.826%                  99.995%
See note 4 below.

Special resolution 2: Change of name
 AHA Shares voted (1)     For                           Against                     Abstentions (2)
 50 585 055, being        50 584 955, being             100, being, 0.0002%         11 170, being 0.00178%
 80.6539%                 99.9998%
 AHB Shares voted (1)     For                           Against                     Abstentions (2)
 710 930 290, being       710 860 856, being            69 434, being, 0.010%       4 113 016, being 0.443%
 76.571%                  99.990%
 Total Arrowhead          For                           Against                     Abstentions (2)
 Shares voted (1)
 761 515 345, being       761 445 811, being            69 534, being, 0.009%       4 124 196, being 0.416%
 76.829%                  99.991%
See note 4 below.

Notes:
1. Shares voted (excluding abstentions) in relation to total shares in issue.
2. In relation to total shares in issue.
3. The following AHB Shares were excluded from voting on ordinary resolution 1: 10 318 064 AHB Shares
   held directly or indirectly by Fairvest and its subsidiaries, and 19 502 866 AHB Shares held by participants
   of the Arrowhead group share purchase and option schemes.
4. The 22 305 839 AHB Shares which were the subject of the Restitution (as defined in the Circulars) and 655
   032 AHB Shares held in treasury were excluded from voting on all resolutions.


3.    Salient dates and times

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


                                                                                                      2022
 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. Any such amendment will be released on SENS.


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.

14 January 2022

_______________________________________________________________________________________
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: 14-01-2022 03:30:00
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.

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