Posting of circular, notice of scheme meeting and withdrawal of cautionary announcement

GROUP HIGHLIGHT

1. Posting of circular

Further to the announcement released on SENS and the LuxSE website on 19 July 2017, IHL shareholders are advised that the Company has, on Thursday, 24 August 2017, posted a circular to IHL shareholders relating to:
- the acquisition by Redefine International P.L.C (“Redefine International”) of all the shares of the Company held by IHL shareholders other than Redefine Investments Limited, Redefine Properties Limited and Southern Sun Africa Limited (“scheme members”) in consideration for the delivery to scheme members of 2.5 Redefine International shares for every 1 share in the Company held by the scheme members; and

- the listing and admission to trading of the Company’s shares on both the JSE and the Euro MTF market of the LuxSE subsequently being terminated.

The circular is now available in electronic format on the Company’s website –
http://www.internationalhotelproperties.com/
Defined terms used but not defined in this announcement have the meaning set out in the circular.

2. Notice of scheme meeting

Notice is hereby given that an extraordinary general meeting of IHL shareholders will be held at 09:00 (BVI time) on Friday, 15 September 2017, at the Company’s registered office at Coastal Buildings, Wickhams Cay II, Road Town, Tortola, BVI VG1110, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions required to approve the scheme.

3. Conditions precedent to the scheme

The scheme is subject to the fulfilment of the following conditions precedent:
- the scheme being approved by a majority representing not less than 75% of the votes exercisable by the scheme members present and voting either in person or by proxy, at the scheme meeting;

- the scheme being approved by the Court pursuant to section 179A of the Companies Act and such Court Order being filed with the Registrar in compliance with the requirements of the Companies Act; and

- the unconditional approval of the LuxSE, operating the Euro MTF market, the JSE and any other regulatory authorities, including the South African Reserve Bank, to the extent required to the delisting of the Company’s shares on both the Euro MTF market of the LuxSE and the JSE, prior to the scheme meeting taking place.

 

For further information on Salient dates and times and the scheme of arrangement, please use the downloads below.