Shareholders are referred to the Company’s announcement dated 16 May 2016, setting out, in terms of the JSE Listings Requirements, the timetable applicable to the Company’s change of name from “Delta Africa Property Holdings Limited” to “Mara Delta Property Holdings Limited”. As indicated in that announcement, for purposes of the Stock Exchange of Mauritius Ltd (“SEM”), the above mentioned change of name occurred on 13 May 2016.
1. Shareholders are referred to the Company’s Circular and Listing Particulars dated 4 April 2016, detailing the basis on which the Company and The Pivotal Fund Limited (“Pivotal”) are joining forces to leverage opportunities on the African continent and matters relating thereto (“Transaction”). All shareholder approvals required in connection with the Transaction were obtained at the Company’s general meeting on 6 May 2016.
2. The Company is pleased to announce that the following steps forming part of the Transaction have now become unconditional and will be implemented on Wednesday, 25 May 2016:
2.1 the purchase by the Company from Pivotal’s wholly-owned subsidiary, Pivotal Global Proprietary Limited (“Pivotal Global”), of the latter’s 100% shareholding in Abland Diversified Holdings Limited, resulting in the Company holding an effective 45.5% interest in Buffalo Mall Naivasha Limited (“Naivasha Acquisition”); and
2.2 the termination of the Company’s existing asset management agreement with Freedom Asset Management (“Freedom”) and the internalization of the asset management services.
3. The Company will, on 25 May 2016, issue 1 714 373 new ordinary shares (“Naivasha Consideration Shares”)to Pivotal Global towards the purchase consideration due under the Naivasha Acquisition, such shares to be issued at the Company’s agreed net asset value of US$1.70 per share. The Naivasha Acquisition has a contractual effective date of 1 March 2016.
4. In addition, the Company will, on 25 May 2016, issue 3 000 000 new ordinary shares (“Termination Consideration Shares”) to Freedom in consideration for the termination of existing asset management agreement, such shares also to be issued at the Company’s agreed net asset value of US$1.70 per share.
5. The Naivasha Consideration Shares and the Termination Consideration Shares will be issued on the Mauritian share register on Wednesday, 25 May 2016 and will be listed on the Official Market of the SEM and the main board of JSE Limited (“JSE”) on the same date.
6. The Company has its primary listings on both the Official Market of the SEM and the main board of the JSE.