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Finalisation of the scheme of arrangement and clean out distribution
SAFARI INVESTMENTS RSA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2000/015002/06)
Approved as a REIT by the JSE Limited
Share code: SAR
ISIN Number: ZAE000188280
("Safari" or "the Company")
FINALISATION OF THE SCHEME OF ARRANGEMENT AND CLEAN OUT DISTRIBUTION
1. INTRODUCTION
1.1. Unless otherwise defined herein, capitalised words and terms contained in this announcement
shall bear the same meanings ascribed thereto in the Circular (as defined below).
1.2. Shareholders are referred to:
1.1.1 the circular issued and posted to Shareholders on Friday, 24 October 2025 ("Circular")
regarding the scheme of arrangement in terms of section 114(1)(e), read with section 115
of the Companies Act, 71 of 2008, proposed by the Board between Safari and its
Shareholders ("Scheme"); and
1.1.2 the announcement released on SENS on Friday, 21 November 2025, pursuant to the
General Meeting held on the same day, at which 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 by the requisite majorities.
2. FULFILMENT OF SCHEME CONDITIONS PRECEDENT
2.1. Shareholders are hereby advised that all remaining Scheme Conditions Precedent as set out
in the Circular have been fulfilled, and the Scheme has become unconditional with effect from
today, 8 December 2025.
2.2. As such, the Clean Out Distribution will be implemented in accordance with the salient dates
and times as set out in the Circular. Shareholders should, however, note that the Scheme is
not capable of implementation unless the TRP issues the requisite compliance certificate,
which is anticipated to be received on or about Wednesday, 10 December 2025. Should the
TRP issue the requisite compliance certificate, both the Scheme and Clean Out Distribution
will be implemented in accordance with the salient dates and times as set out in the Circular.
2.3. The remaining salient dates and times relating to the implementation of the Scheme and Clean
Out Distribution, which are unchanged from those indicatively provided in the Circular, are set
out below:
IMPORTANT DATES AND TIMES 2025
Anticipated date to receive compliance certificate from the Wednesday, 10 December
TRP and announced on SENS on
Scheme Last Day to Trade, being the last day to trade Monday, 15 December
Shares on the JSE in order to be eligible to participate in the
Scheme
Expected last day to trade to be recorded in the Register on Monday, 15 December
the Clean Out Distribution Record Date to receive the Clean
Out Distribution on
Suspension of listing of Shares on the JSE on Wednesday, 17 December
Scheme Consideration Record Date, being the date on Friday, 19 December
which Scheme Participants must be recorded in the Register
in order to be eligible to receive the Scheme Consideration,
by close of trade on
Expected Clean Out Distribution Record Date on Friday, 19 December
Scheme Operative Date on or about Monday, 22 December
Scheme Consideration to be settled by EFT to Scheme Monday, 22 December
Participants who are Certificated Shareholders and who
have lodged their Form of Surrender and Transfer with the
Transfer Secretaries on or prior to 12:00 on the Scheme
Consideration Record Date, on
Dematerialised Scheme Participants to have their accounts Monday, 22 December
(held at their CSDP or Broker) credited with the Scheme
Consideration on
Expected date for the Clean Out Distribution to be paid to Monday, 22 December
Shareholders recorded in the Register on the Clean Out
Distribution Record Date on
Termination of listing of Shares on the JSE at the Tuesday, 23 December
commencement of trade on
Notes:
1. All of the above dates and times are subject to amendment, subject to the approval of the JSE
and/or TRP, to the extent required. Any such amendment will be announced on SENS.
2. All dates and times indicated above are South African Standard Time, unless otherwise specified.
3. If the Scheme becomes operative, Certificated Shares of Certificated Scheme Participants may not
be Dematerialised or rematerialised after the Scheme Last Day to Trade.
3. TAX CONSEQUENCES FOR SCHEME PARTICIPANTS
3.1. Shareholders are reminded that R6.18271 of the Scheme Consideration will be distributed as
a return of capital and will result in a reduction of CTC as defined in section 1 of the Income
Tax Act. The remaining balance of the Scheme Consideration will be regarded under South
African tax laws as a dividend for income tax purposes. The gross remaining balance of the
Scheme Consideration is equal to R1.81729, and net of South African dividend tax of 20%, is
equal to R1.45383 for those shareholders who are not exempt from dividend tax.
3.2. If you are either exempt from DWT or subject to DWT at a reduced rate, and do not wish the
DWT to be withheld in full, you must provide the regulated intermediary with the requisite
SARS declaration and undertaking as soon as possible but in any event before 12h00 on the
Scheme Consideration Record Date (or such earlier date as may be required in terms of your
mandate with your CSDP or Broker).
4. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, collectively and individually, accept full responsibility for
the accuracy of the information contained in this announcement and certify that, to the best of
their knowledge and belief, such information is true and the announcement does not omit any
facts that would make any of the information false or misleading or would be likely to affect the
importance of any information contained in this announcement.
Pretoria
8 December 2025
Corporate Advisor and Sponsor
Valeo Capital (Pty) Ltd
Legal Advisor
Webber Wentzel
Date: 08-12-2025 10:00:00
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