In anticipation of the Voluntary Liquidation, the Board has proposed a pro-rata unbundling of all the issued shares it holds in Arden Enterprises Ltd. (“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”).
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 Ltd. 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.
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, incorporating the notice of Special Meeting Friday, 12 November 2021
Distribution of Circular to Shareholders and announced on SENS Thursday, 18 November 2021
Last day to trade in order to be eligible to participate in and vote at the Special Meeting Tuesday, 7 December 2021
Record date to determine eligible shareholders who may attend, speak and vote at the Special Meeting Friday, 10 December 2021
Last day to lodge forms of proxy for the Special Meeting by 10:00 on Wednesday, 15 December 2021
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:
Finalisation announcement published on SENS on Tuesday, 21 December 2021
Last day to trade in Shares in order to be eligible to receive the AEL distribution shares Tuesday, 4 January 2022
Arden Capital shares suspended on JSE trading system Wednesday, 5 January 2022
Arden Unbundling record date Friday, 7 January 2022
Dematerialised Shareholders’ accounts with their CSDP or Broker credited with the AEL distribution shares on or about Monday, 10 January 2022
Certificated Shareholders’ AEL distribution shares posted by registered post at the risk of such certificated shareholders on or about Monday, 10 January 2022
Termination of Arden Capital shares on the JSE Tuesday, 11 January 2022
Appointment of liquidator and placement of Company into liquidation Tuesday, 1 February 2022
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.
