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Results of Arrowhead Scheme Meeting, Gemgrow Combined General Meeting
ARROWHEAD PROPERTIES LIMITED GEMGROW PROPERTIES LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06) (Registration number 2007/032604/06)
JSE share code: AWA ISIN: ZAE000203105 JSE share code: GPA ISIN: ZAE0000223269
(Approved as a REIT by the JSE) JSE share code: GPB ISIN: ZAE0000223277
(“Arrowhead”) (Approved as a REIT by the JSE)
(“Gemgrow”)
RESULTS OF ARROWHEAD SCHEME MEETING, GEMGROW COMBINED GENERAL MEETING,GEMGROW A SHAREHOLDERS GENERAL MEETING AND GEMGROW B SHAREHOLDERS
GENERAL MEETING
1. Background
Arrowhead and Gemgrow shareholders are referred to the joint announcements released on SENS on
Wednesday, 10 April 2019, Tuesday, 28 May 2019, Monday, 8 July 2019 and Monday, 22 July 2019,
regarding, inter alia, the firm intention by Gemgrow to make an offer to acquire all of the Arrowhead
ordinary shares, but excluding the Arrowhead shares held in treasury, from Arrowhead shareholders
(“scheme participants”) by way of a scheme of arrangement (“scheme”) in terms of section 114 of the
Companies Act, No. 71 of 2008, as amended (“Companies Act”), proposed by the board of Arrowhead
to the scheme participants (“transaction”).
Shareholders of Arrowhead and Gemgrow are advised that:
• at the scheme meeting of Arrowhead shareholders held on Thursday, 22 August 2019 to consider
and, if deemed fit, pass the resolutions required to implement the scheme (“scheme meeting”), the
special and ordinary resolutions set out in the notice convening the scheme meeting (which was
dispatched to Arrowhead shareholders together with the scheme circular on Monday, 22 July 2019),
were passed on a poll by the requisite majorities (being those set out in the notice convening the
scheme meeting in respect of each resolution);
• at the combined general meeting of Gemgrow shareholders held on Thursday, 22 August 2019 to
consider and, if deemed fit, pass the resolutions required to implement the transaction (“combined
general meeting”), the special and ordinary resolutions set out in the notice convening the combined
general meeting (which was dispatched to Gemgrow shareholders together with the category 1
circular on Monday, 22 July 2019), were passed on a poll by the requisite majorities (being those set
out in the notice convening the combined general meeting in respect of each resolution);
• at the separate Gemgrow A shareholders general meeting held on Thursday, 22 August 2019 for the
purpose of considering and, if deemed fit, passing with or without modification, the redeemable share
resolutions (as defined in the category 1 circular) (“separate Gemgrow A shareholders general
meeting”), the special resolutions set out in the notice convening the separate general meeting of
the Gemgrow A shareholders (which was dispatched to Gemgrow shareholders together with the
category 1 circular on Monday, 22 July 2019), were passed on a poll by the requisite majorities (being
those set out in the notice convening the separate Gemgrow A shareholders general meeting in
respect of each resolution); and
• at the separate Gemgrow B shareholders general meeting held on Thursday, 22 August 2019 for the
purpose of considering and, if deemed fit, passing with or without modification, the redeemable share
resolutions (as defined in the category 1 circular) (“separate Gemgrow B shareholders general
meeting”), the special resolutions set out in the notice convening the separate general meeting of
the Gemgrow B shareholders (which was dispatched to Gemgrow shareholders together with the
category 1 circular on Monday, 22 July 2019), were passed on a poll by the requisite majorities (being
those set out in the notice convening the separate Gemgrow B shareholders general meeting in
respect of each resolution).
Words and expressions in this announcement shall have the same meaning as assigned to them in the
scheme circular and the category 1 circular.
2. Details of the scheme meeting
Details of the results of the voting at the scheme meeting are set out below:
• Total number of Arrowhead shares in respect of which the votes could be taken into consideration for
voting purposes in respect of:
- Special Resolution Number 1: 966 594 431
- Special Resolution Number 2: 1 047 678 485
- Ordinary Resolution Number 1: 1 047 678 485
• Total number of Arrowhead shares that were present / represented at the scheme meeting:
- Special Resolution Number 1 and 2: 797 723 966 being 76.14% of the total shares in
issue
- Ordinary Resolution Number 1: 797 723 966 being 76.14% of the total shares in issue
SPECIAL RESOLUTION NUMBER 1: APPROVAL OF THE SCHEME IN TERMS OF SECTIONS 114
AND 115 OF THE COMPANIES ACT
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
711 591 464 being 705 332 890 being 6 258 574 being 0.88% 5 048 448 being
73.62% of total votable 99.12% of the total of the total shares voted 0.52% of the total
shares shares voted votable shares
SPECIAL RESOLUTION NUMBER 2: REVOCATION OF SPECIAL RESOLUTION NUMBER 1 IF THE
SCHEME DOES NOT BECOME UNCONDITIONAL, IS NOT CONTINUED AND DISSENTING
SHAREHOLDERS HAVE EXERCISED APPRAISAL RIGHTS UNDER SECTION 164 OF THE
COMPANIES ACT
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
792 673 979 being 786 415 405 being 6 258 574 being 0.79% 5 049 987 being
75.66% of total votable 99.21% of the total of the total shares voted 0.48% of the total
shares shares voted votable shares
ORDINARY RESOLUTION NUMBER 1: AUTHORITY GRANTED TO DIRECTORS
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
793 317 781 being 787 059 207 being 6 258 574 being 0.79% 4 406 185 being
75.72% of total votable 99.21% of the total of the total shares voted 0.42% of the total
shares shares voted votable shares
*shares excluding abstentions
^in relation to the total number of Arrowhead shares eligible to vote
3. Details of the combined general meeting
Details of the results of the voting at the combined general meeting are set out below:
• Total number of Gemgrow A ordinary shares (“Gemgrow A shares”) and Gemgrow B ordinary shares
(“Gemgrow B shares”) (collectively, “Gemgrow shares”) in respect of which the votes could be
taken into consideration for voting purposes in respect of:
- Special Resolution 1, 2, 3, 4 and 5: 470 903 619
- Ordinary Resolution Number 1: 200 268 301
- Ordinary Resolution Number 2, 3, 4, 5, 6 and 7: 470 903 619
• Total number of Gemgrow shares that were present / represented at the combined general meeting:
- Special Resolution 1, 2, 3, 4 and 5: 449 173 384 being 95.39% of the total shares in
issue
- Ordinary Resolution Number 1: 178 538 066 being 37.91% of the total shares in issue
- Ordinary Resolution Number 2, 3, 4, 5, 6 and 7: 449 173 384 being 95.39% of the total
shares in issue
SPECIAL RESOLUTION 1: THE ALLOTMENT AND ISSUE OF THE GEMGROW B CONSIDERATION
SHARES PURSUANT TO THE TRANSACTION
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
SPECIAL RESOLUTION 2: AMENDMENTS TO THE MOI
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
SPECIAL RESOLUTION 3: APPROVAL OF THE CONVERSION OF THE ARROWHEAD-HELD
GEMGROW B SHARES
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
SPECIAL RESOLUTION 4: APPROVAL OF REDEMPTION
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
SPECIAL RESOLUTION 5: CHANGE OF NAME
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
ORDINARY RESOLUTION 1: CATEGORY 1 RELATED PARTY TRANSACTION
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
178 538 066 being 178 538 066 being - -
89.15% of total votable 100% of the total
shares shares voted
ORDINARY RESOLUTION 2: APPOINTMENT OF MATTHEW NELL AS DIRECTOR
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
ORDINARY RESOLUTION 3: APPOINTMENT OF TAFFY ADLER AS DIRECTOR
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
ORDINARY RESOLUTION 4: APPOINTMENT OF SAM MOKOROSI AS DIRECTOR
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
ORDINARY RESOLUTION 5: APPOINTMENT OF SELWYN NOIK AS DIRECTOR
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
ORDINARY RESOLUTION 6: APPOINTMENT OF RIAZ KADER AS DIRECTOR
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
ORDINARY RESOLUTION 7: GENERAL AUTHORITY
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
449 173 384 being 449 173 384 being - -
95.39% of total votable 100% of the total
shares shares voted
*shares excluding abstentions
^in relation to the total number of Gemgrow shares eligible to vote
4. Details of the separate Gemgrow A shareholders general meeting
Details of the results of the voting at the separate Gemgrow A shareholders general meeting are set out
below:
• Total number of Gemgrow A shares in respect of which the votes could be taken into consideration
for voting purposes in respect of:
- Special Resolution 1 and 2: 62 718 658
• Total number of Gemgrow A shares that were present / represented at the separate Gemgrow A
shareholders meeting:
- Special Resolution 1 and 2: 56 950 414 being 90.80% of the total Gemgrow A shares in
issue
SPECIAL RESOLUTION 1: APPROVAL OF THE CONVERSION OF THE ARROWHEAD-HELD
GEMGROW SHARES
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
56 950 414 being 56 950 414 being 100% - -
90.80% of total votable of the total shares voted
shares
SPECIAL RESOLUTION 2: APPROVAL OF REDEMPTION
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
56 950 414 being 56 950 414 being 100% - -
90.80% of total votable of the total shares voted
shares
*shares excluding abstentions
^in relation to the total number of Gemgrow A shares eligible to vote
5. Details of the separate Gemgrow B shareholders general meeting
Details of the results of the voting at the separate Gemgrow B shareholders general meeting are set out
below:
• Total number of Gemgrow B shares in respect of which the votes could be taken into consideration
for voting purposes in respect of:
- Special Resolution 1 and 2: 408 184 961
• Total number of Gemgrow B shares that were present / represented at the separate Gemgrow B
shareholders meeting:
- Special Resolution 1 and 2: 393 054 007 being 96.29% of the total Gemgrow B shares
in issue
SPECIAL RESOLUTION 1: APPROVAL OF THE CONVERSION OF THE ARROWHEAD-HELD
GEMGROW SHARES
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
393 054 007 being 393 054 007 being - -
96.29% of total votable 100% of the total
shares shares voted
SPECIAL RESOLUTION 2: APPROVAL OF REDEMPTION
Total number of shares Shares voted for Shares voted against Shares abstained^
voted*
393 054 007 being 393 054 007 being - -
96.29% of total votable 100% of the total
shares shares voted
*shares excluding abstentions
^in relation to the total number of Gemgrow B shares eligible to vote
6. Conditions Precedent and remaining salient dates and times
Arrowhead and Gemgrow shareholders will be advised once all the conditions precedent as set out in the
scheme circular have been fulfilled.
A finalisation announcement will be made in due course based on the indicative dates and times as
detailed in the scheme circular and category 1 circular.
7. Arrowhead Independent Board Responsibility Statement
The Arrowhead independent board (to the extent the information relates to Arrowhead), accepts
responsibility for the information contained in this announcement and, to the best of its knowledge and
belief, confirms that the information contained is true and this announcement does not omit anything likely
to affect the importance of such information.
8. Gemgrow Responsibility Statement
Gemgrow (to the extent the information relates to Gemgrow), accepts responsibility for the information
contained in this announcement and, to the best of its knowledge and belief, confirms that the information
contained is true and this announcement does not omit anything likely to affect the importance of such
information.
22 August 2019
Corporate advisor and sponsor to Arrowhead
Investec Bank Limited
Independent corporate advisor and transaction sponsor to Gemgrow
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Corporate advisor to Gemgrow
Investec Bank Limited
Strategic transaction advisor to Arrowhead
Ferryman Capital Partners
Legal advisor and competition law advisor
Cliffe Dekker Hofmeyr Incorporated
Date: 22/08/2019 05:15:00
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