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Distribution of circular and notice of general meeting by Safari in respect of a proposed repurchase of shares

Published: 2023-03-01 18:00:33 ET
<<<  go to JSE:SAR company page
Safari Investments RSA Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/015002/06)
Approved as a REIT by the JSE Limited
Share code: SAR
ISIN: ZAE000188280
("Safari" or the "Company")


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING BY SAFARI IN RESPECT
OF A PROPOSED REPURCHASE OF SHARES


1.    INTRODUCTION

Shareholders of Safari ("Shareholders") are referred to the Firm Intention Announcement released
by the Company on Wednesday, 22 February 2023 ("Firm Intention Announcement) wherein
Shareholders were advised that Safari has entered into a Repurchase Agreement to repurchase the
Repurchase Shares from the Nominee for the Repurchase Consideration of R5.87 per Share, which
aggregate amount is equal to R311,110,000 and the intended subsequent Delisting and Cancellation
of the Repurchase Shares from the JSE Limited.

Capitalised terms not defined in this announcement have the meaning given to such terms in the
Firm Intention Announcement and circular published today ("Repurchase Circular"), as applicable.

2.    DISTRIBUTION OF CIRCULAR

The Repurchase Circular setting out the views and opinion of the Independent Board regarding the
Repurchase, containing the Notice of General Meeting, the Independent Expert's Report, the
recommendation of the Independent Board, the salient dates and times relating to the Repurchase
and the necessary forms (including a form of proxy for use at the General Meeting) will be distributed
to Shareholders today Wednesday, 1 March 2023.

The Circular is available in English only. Copies may be obtained during normal business hours from
the registered office of the Company and from the offices of the Company’s sponsor, PSG Capital,
from Wednesday, 1 March 2023 until Monday, 24 April 2023 (both days inclusive).

A copy of the Repurchase Circular will also be available on the Company’s website
https://www.safari-investments.com/investor-relations.

3.    NOTICE OF GENERAL MEETING

A General Meeting of Shareholders will be held virtually on Friday, 31 March 2023 for the purpose
of considering and, if deemed fit, passing, with or without modification, the resolutions required to be
approved by Shareholders in order to authorise and implement the Repurchase. The Notice of
General Meeting is included in the Repurchase Circular.

The Notice of General Meeting contains the Repurchase Resolutions to be considered at the General
Meeting, as well as the procedure applicable for voting and proxies.
                                                                                                  2

4.      SALIENT DATES AND TIMES

Shareholders are referred to the table below setting out the salient dates and times in relation to the
Repurchase and Delisting and Cancellation of the Repurchase Shares as set out in the Repurchase
Circular.

Event                                                                                            2023

Record date to determine which Shareholders are eligible to receive the
                                                                                 Friday, 24 February
Repurchase Circular ("Posting Record Date")

Repurchase Circular (including Notice of General Meeting and Form of           Wednesday, 1 March
Proxy) posted to Shareholders and published on the Company's website
at https://www.safari-investments.com/investor-relations on

Last day to trade for Shareholders to be recorded in the Register in order        Monday, 20 March
to be eligible to attend, participate in and vote at the General Meeting

Record date for Shareholders to be recorded in the Register in order to             Friday, 24 March
be eligible to attend, participate in and vote at the General Meeting
("Voting Record Date"), by 17:00 on

For administrative purposes only, Forms of Proxy (yellow) to be lodged          Thursday, 30 March
with TMS by 10:00 on (refer to note 2 below)

Last date and time for Shareholders to give notice to the Company                   Friday, 31 March
objecting, in terms of section 164(3) of the Companies Act, to the
Repurchase Resolution to be able to invoke Appraisal Rights by 12:00
on

Forms of Proxy (yellow) to be emailed to TMS (who will provide same to              Friday, 31 March
the chairperson of the General Meeting) at any time before the proxy
exercises any rights of the Shareholder at the General Meeting on

General Meeting to be held at 12:00 on                                              Friday, 31 March

Results of the General Meeting published on the Company's website at                Friday, 31 March
https://www.safari-investments.com/investor-relations on

Results of the General Meeting published in the South African press                  Monday, 3 April

If the Repurchase is approved by Shareholders at the General Meeting:

Last date on which Shareholders who voted against the Repurchase                   Tuesday, 11 April
Resolution may require Safari to seek court approval in terms of
section 115(3)(a) of the Companies Act, but only if the Repurchase
Resolution was opposed by at least 15% of the voting rights exercised
thereon

Last date on which Shareholders who voted against the Repurchase                   Tuesday, 18 April
Resolution may make application to the court in terms of
section 115(3)(b) of the Companies Act for leave to apply for a review of
the Repurchase, as the case may be

Last date for Safari to send objecting Shareholders notice of the                  Tuesday, 18 April
adoption of the Repurchase Resolution, in terms of section 164(4) of the
Companies Act

If all the resolutions relating to the Repurchase are passed by the requisite majority of
Safari Shareholders at the General Meeting and all conditions and fulfilled:

Compliance certificate to be received from the TRP on                           Wednesday, 19 April

Finalisation announcement released on SENS on                                     Thursday, 20 April

Finalisation announcement published in the South African press on                     Friday, 21 April
                                                                                                            3

Repurchase effected on or about                                                              Monday, 24 April

Delisting and Cancellation of Repurchase Shares on or about                             Wednesday, 26 April

 Notes:

     1.   All of the above dates and times are subject to change, subject to the approval of the TRP and (where
          required) the JSE. The dates have been determined based on the assumption that no Court approval
          or review of the Repurchase will be required. Any change will be published on the Company's website
          at www.safari-investments.com/investor-relations.

     2.   A Shareholder may submit a Form of Proxy (yellow) at any time before the commencement of the
          General Meeting (or any adjournment or postponement of the General Meeting) or submit it to the
          chairperson of the General Meeting before the appointed proxy exercises any of the relevant
          Shareholder’s rights at the General Meeting (or any adjourned or postponed General Meeting), provided
          that should a Shareholder lodge a Form of Proxy (yellow) with TMS less than 48 hours (excluding
          Saturdays, Sundays and gazetted, national public holidays in South Africa) before the General Meeting,
          such Shareholder will also be required to submit a copy of such Form of Proxy (yellow) to the
          chairperson of the General Meeting before the appointed proxy exercises any of such Shareholder’s
          rights at the General Meeting (or adjourned or postponed General Meeting), by emailing the Form of
          Proxy (yellow) to TMS at proxy@tmsmeetings.co.za.

     3.   If the General Meeting is adjourned or postponed, Forms of Proxy (yellow) already submitted for the
          General Meeting will remain valid in respect of any adjournment or postponement of the General
          Meeting.

     4.   Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act to require
          the approval of a court for the Repurchase should refer to Annexure 2 to the Repurchase Circular which
          includes an extract of section 115 of the Companies Act. Should Shareholders exercise their rights in
          terms of section 115(3) of the Companies Act, the dates and times set out above may change, in which
          case an updated timetable will be published on the Company's website at www.safari-
          investments.com/investor-relations.

     5.   Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 2 to the Repurchase
          Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights.

     6.   All times given in this Circular are local times in South Africa.

5.        RESPONSIBILITY STATEMENT

Directors

The directors collectively and individually accept full responsibility for the accuracy of the information
given and certify that to the best of their knowledge and belief there are no facts that have been
omitted which would make any statement false or misleading, and that all reasonable enquiries to
ascertain such facts have been made and that this announcement contains all information required
by law and the JSE Listings Requirements.

Independent Board

The Independent Board collectively and individually accept full responsibility for the accuracy of the
information given and certify that to the best of their knowledge and belief there are no facts that
have been omitted which would make any statement false or misleading, and that all reasonable
enquiries to ascertain such facts have been made and that this announcement contains all
information required by law and the JSE Listings Requirements

Pretoria
Wednesday, 1 March 2022

Sponsor
PSG Capital
                                       4

Legal Advisor
Webber Wentzel

Corporate Advisor
Moore Corporate Finance

Independent Expert
Valeo Capital

Queries:
Pieter Van Niekerk
Email: pieter@safari-investments.com
Tel: +27 (0)12 365 1889