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Results of General Meeting, Offer conditions fulfilled, finalisation announcement, update on Unbundling
ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 129785 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA
ISIN: MU0499N00015
("Astoria" or "the Company")
RESULTS OF GENERAL MEETING, OFFER CONDITIONS FULFILLED, FINALISATION ANNOUNCEMENT AND
UPDATE REGARDING THE OFFER, PROPOSED DELISTING AND UNBUNDLING
Shareholders are referred to the circular distributed by the Company ("Circular") and the announcements
published on SENS on Monday, 27 October 2025 and Monday, 17 November 2025 pertaining to the Offer and
Proposed Delisting. Unless otherwise defined herein, capitalised words and terms contained in this
announcement shall bear the same meanings ascribed thereto in the Circular.
1. RESULTS OF GENERAL MEETING
Shareholders are advised that at the General Meeting held today, 17 December 2025, all of the resolutions
as set out in the Notice of General Meeting ("Resolutions") were approved and adopted by the requisite
majority of Shareholders.
The voting results in respect of the Resolutions are as follows:
- total number of Astoria shares that could have been voted at the General Meeting in respect of
ordinary resolution 1 was 56 032 160 and in respect of ordinary resolution 2 and special resolution
1 was 62 062 275
- total number of Astoria shares that were present/represented at the General Meeting: 42 593 699,
being 68.63%% of the total number of Astoria shares that were eligible to vote at the General
Meeting.
Resolution Shares voted Votes for Votes Shares
(note 2) against abstained
Number % (note 1) (note 2) (note 1)
Ordinary resolution number 1 42 593 699 68.63% 81.09% 18.91% 0.00%
– Authority to delist and to
apply for the Proposed
Delisting of the Company from
the JSE and the SEM
Ordinary resolution number 2 42 593 699 68.63% 81.09% 18.91% 0.00%
– General authority
Special Resolution Number 1 42 593 699 68.63% 81.09% 18.91% 0.00%
– Specific Authority for the
Company to Repurchase Offer
Shares from the Offer
Participants
Notes:
1. Percentages are reflected as a percentage of the total number of Shares in issue. The Company has no
treasury shares in issue.
2. Percentages are reflected as a percentage of the total number of Shares voted in respect of each
Resolution.
2. OFFER CONDITIONS FULFILLED AND UPDATE REGARDING THE OFFER AND PROPOSED DELISTING
Shareholders are advised that, following the approval and adoption of the Resolutions at the General
Meeting, all Offer Conditions have now been fulfilled.
Shareholders are also advised that the Maximum Acceptances Condition (namely that the Offer is accepted
by Shareholders holding no more than 42.5% of the total issued share capital of Astoria) has passed in that
the Company has, as at the date hereof, received irrevocable undertakings from 60.1% of Shareholders to
reject the Offer.
Shareholders wishing to accept the Offer (and to be paid a fair price of R8.15 (815.00 South African cents)
per Astoria Share), must notify their brokers before 12:00 (SA time) on Friday, 2 January 2026.
Shareholders are reminded that the proceeds from the acquisition of Offer Shares from Offer Participants
pursuant to the implementation of the Offer will be considered as a partial capital repayment and a partial
dividend payment from an Income Tax perspective, in the following ratios:
• 60.82% capital repayment, being an amount of 495.65990 South African cents; and
• 39.18% dividend payment, being an amount of 319.34010 South African cents, which will be subject to
dividend withholding tax. Assuming dividend withholding tax will be withheld at a rate of 20%, the net
amount due to Shareholders for the dividend portion will be 255.47208 South African cents.
The Offer and Proposed Delisting will be implemented in accordance with the salient dates and times set
out below.
2025
Last day to trade in Shares in order to participate in the Offer on (refer to Monday, 29 December
note 2 below)
Suspension of the listing of the Shares on the JSE with effect from the Tuesday, 30 December
commencement of trade on
2026
Date on which the Offer closes at 12:00 pm on Friday, 2 January
Offer record date on which Shareholders must be recorded in the Astoria Friday, 2 January
register in order to participate in the Offer on (refer to note 2 below)
Results of the Offer announced on SENS on Monday, 5 January
Payment of Offer Consideration to Offer Participants (refer to notes 3 and 4 Monday, 5 January
below), with the last payment on
Termination of the listing of the Shares at the commencement of trade on Tuesday, 6 January
the JSE and the SEM on
Notes:
1. All times referred to in this announcement are local times in South Africa, unless otherwise stated.
2. For purposes of being eligible to participate in the Offer, no dematerialisation or rematerialisation of Shares may take place
after the last date to trade in the Shares for participation in the Offer being Monday, 29 December 2025 and Offer Participants
will not be able to dematerialise or rematerialise any Shares once they have validly accepted the Offer.
3. Certificated Shareholders who accept the Offer will have the Offer Consideration transferred to them by EFT into the bank
account nominated by them in the form of acceptance, surrender and transfer, by no later than the Offer payment date.
4. Dematerialised Shareholders who accept the Offer will have their accounts at their CSDP or broker updated with the Offer
Consideration by no later than the Offer payment date.
3. UPDATE REGARDING THE UNBUNDLING
Following the approval of the Delisting Resolution, the Unbundling (being the distribution of GRSP to all
Astoria Shareholders in the ratio of 12 GRSP (ISIN: ZAE000145041; Preference Share code: GRSP) for every
100 Astoria Shares held) will proceed in accordance with the following salient dates and times:
2025
Finalisation announcement published on SENS on Wednesday, 17 December
Last day to trade for Astoria Shareholders to be entitled to Monday, 29 December
participate in the Unbundling on
Suspension of the listing of the Shares on the JSE with effect from Tuesday, 30 December
the commencement of trade on
Publish cost apportionment and cash payment in respect of Wednesday, 31 December
fractions on SENS by 11:00
2026
Record date for the Unbundling and publication of the closing price Friday, 2 January
of Astoria and GRSP on SENS
Goldrush Shares credited to the accounts of Astoria Shareholders at Monday, 5 January
their CSDPs/brokers on
Notes:
1. All times referred to in this announcement are local times in South Africa, unless otherwise stated.
2. Astoria Shares may not be dematerialised or rematerialised between Tuesday, 30 December 2025 and Friday, 2 January 2025,
both days inclusive.
Astoria has primary listings on the SEM and the Alternative Exchange of the JSE.
This announcement is issued pursuant to SEM Listing Rules 11.3 and Rule 5(1) of the Securities (Disclosure
Obligations of Reporting Issuers) Rules 2007. The Board of directors of Astoria accepts full responsibility for the
accuracy of the information contained in this announcement.
Mauritius
17 December 2025
Corporate Advisor and Transaction Designated Advisor
Questco Proprietary Limited
Company Secretary
Clermont Consultants (MU) Limited
Date: 17-12-2025 03:45:00
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