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GEMGROW PROPERTIES LIMITED - Results of Arrowhead Scheme Meeting, Gemgrow Combined General Meeting

Release Date: 22/08/2019 17:15
Code(s): GPA GPB AWA     PDF:  
 
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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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