Voluntary Liquidation, Distribution in Specie, Distribution of Circular, Notice of Meeting, Withdrawal of Cautionary
Arden Capital Limited
(Incorporated in the Republic of Mauritius)
(Registration number: 115883 C1/GBL)
Share Code: ACZ
ISIN: MU0548S00026
(“Arden Capital” or “the Company”)
PROPOSAL FOR THE VOLUNTARY LIQUIDATION OF ARDEN CAPITAL, DISTRIBUTION IN SPECIE
DECLARATION ANNOUNCEMENT, DISTRIBUTION OF CIRCULAR, NOTICE OF SPECIAL MEETING
AND WITHDRAWAL OF CAUTIONARY IN RELATION TO STRATEGIC REVIEW
1. Introduction
Shareholders are referred to the SENS announcements released by the Company on 24 June 2021
and 15 November 2021, advising the Company’s shareholders (“Shareholders”) that the board of
directors of the Company (“the Board”) had concluded its Strategic Review of the Company and has
resolved to propose to Shareholders a voluntary liquidation of the Company in terms of paragraph
3.85(i) of the JSE Listings Requirements and paragraph 105(1)(e) of the Companies Act of Mauritius
(“Voluntary Liquidation”), which will result in the cancellation and delisting of Arden Capital shares on
the JSE.
In anticipation of the Voluntary Liquidation, the Board has proposed a pro-rata unbundling of all the
issued shares it holds in Arden Enterprises Limited (“AEL”) to Shareholders as a first step towards an
orderly wind-up of the Company’s affairs prior to the Voluntary Liquidation (“Unbundling”). The
distribution ratio shall be 1 ordinary AEL share for every 1 ordinary share held in Arden Capital on the
Unbundling record date.
AEL is a wholly owned subsidiary through which the Company holds all its assets and liabilities.
Following the Unbundling, Arden Capital will effectively revert to a shell company, allowing for the
orderly voluntary wind-up of the Company’s affairs.
To enable the Unbundling, in terms of article 16.1.1 of the Company’s Constitution and under section
63 of the Mauritius Companies Act, a dividend may only be declared out of accumulated profits.
Accordingly, the Board will also propose to Shareholders a reduction of the Company’s Stated Capital
balance by USD72 000 000, and transfer of the same to Retained Earnings to enable the Unbundling
(“Reduction of Stated Capital”).
2. Conditions Precedent
The Voluntary Liquidation, the Reduction of the Stated Capital and the Unbundling resolutions
(“Proposed Transaction”) are inter-conditional and the Proposed Transaction is subject to the following
conditions precedent being met by no later than 17 January 2022:
a) the passing by the requisite majority of Shareholders of the resolutions approving the Proposed
Transaction, as explained under paragraph 3 below; and
b) the Company obtaining approval from the Reserve Bank of Zimbabwe for the Proposed
Transaction, as required.
3. Distribution of circular to Shareholders and Notice of Special Meeting
The Proposed Transaction will be subject to the requisite approval by Shareholders.
A circular (“the Circular”) containing more information of the Proposed Transaction and incorporating
a notice convening the necessary special meeting of Shareholders (“Special Meeting”) has been
distributed to Shareholders today, Thursday, 18 November 2021. A copy of the Circular is available on
the Company’s website at: https://www.arden-capital.com/investor-relations/shareholder-circulars.
Notice is hereby given of the Special Meeting of Shareholders, which will be held electronically at
10:00hrs (GMT+4) on Monday, 20 December 2021, in order to consider and approve the resolutions
set out in the notice of Special Meeting included in the Circular.
Arden has retained the services of Adansonia Management Services Limited to host the Special
Meeting on an interactive electronic platform to facilitate electronic attendance by Shareholders.
Shareholders are encouraged to connect to the Special Meeting through Starleaf. The meeting ID will
be distributed on SENS prior to the Special Meeting date. Shareholders connecting to the Special
Meeting will be able to attend the Special Meeting electronically. Voting will only be conducted by
the submission of a form of proxy, indicating Shareholders’ voting preferences, prior to the
Special Meeting.
4. Salient dates and times
Set out below are the indicative dates and times applicable to the Proposed Transaction.
Record date for Shareholders to receive the Circular, Friday, 12 November 2021
incorporating the notice of Special Meeting
Distribution of Circular to Shareholders and announced on Thursday, 18 November 2021
SENS
Last day to trade in order to be eligible to participate in and vote Tuesday, 7 December 2021
at the Special Meeting (note iv)
Record date to determine eligible shareholders who may attend, Friday, 10 December 2021
speak and vote at the Special Meeting (note iv)
Last day to lodge forms of proxy for the Special Meeting by Wednesday, 15 December 2021
10:00 on
Special Meeting to be held at 10:00 on Monday, 20 December 2021
Results of the Special Meeting released on SENS on or about Monday, 20 December 2021
Results of Special Meeting published in the press on or about Tuesday, 21 December 2021
If the conditions precedent in paragraph 5 of the Circular
are fulfilled and the Unbundling is approved by
Shareholders at the Special Meeting (note 5):
Finalisation announcement published on SENS on Tuesday, 21 December 2021
Last day to trade in Shares in order to be eligible to receive the Tuesday, 4 January 2022
AEL distribution shares (note iv)
Arden Capital shares suspended on JSE trading system Wednesday, 5 January 2022
Arden Unbundling record date (note iv) Friday, 7 January 2022
Dematerialised Shareholders’ accounts with their CSDP or Monday, 10 January 2022
Broker credited with the AEL distribution shares on or about
Certificated Shareholders’ AEL distribution shares posted by Monday, 10 January 2022
registered post at the risk of such certificated shareholders on or
about
Termination of Arden Capital shares on the JSE Tuesday, 11 January 2022
Appointment of liquidator and placement of Company into Tuesday, 1 February 2022
liquidation
Notes:
i. All times indicated above are GMT+4.
ii. The above dates and times are subject to amendment by the Company. Any such amendment will
be released on SENS and, if required, in the press.
iii. Forms of proxy may also be handed to the Chairman at the commencement of the Special Meeting.
iv. Shareholders may not dematerialise or rematerialise their shares between any date, which is a last
day to trade and a record date for both the Unbundling record date and record date pertaining to
the Special Meeting.
v. The date/(s) assume that all conditions precedent as set out above and in paragraphs 5 of the
Circular would have been met by the time of the Special Meeting. Some conditions precedent are
not within the control of the Company and may therefore result in a change in the dates noted
above.
5. Withdrawal of Cautionary Announcement in relation to Strategic Review and renewal of
Cautionary Announcement in relation to Tender Process
Shareholders are referred to the cautionary announcement published on SENS on 8 November 2021
(“Cautionary Announcement”), and using terms defined therein, are advised that the cautionary
announcement in relation to the Strategic Review is, as a result of publication of this announcement
setting out the Proposed Transaction, now withdrawn.
Shareholders are further advised that the Tender Process detailed in the Cautionary Announcement
remains ongoing; therefore, the cautionary statement in relation to the Tender Process remains
unchanged, and Shareholders should therefore continue to exercise caution in dealing in the
Company’s securities until a further announcement regarding the Tender Process is made.
Grand Baie, Mauritius
18 November 2021
Transaction Sponsor
Questco Corporate Advisory Proprietary Limited
Legal Advisor
Eversheds Sutherland (Mauritius)
Date: 18-11-2021 04:05:00
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