Sable Holdings is an investment holding company. Through its subsidiaries, Sable Holdings Ltd. is engaged in property and treasury investment with interests in property development for resale. The company's property portfolio consists of investments in commercial, retail, reside
Fairway Office Park
52 Grosvenor Road
Sable Holdings Provides Update on Delisting Offer
Aug 16 13
Sable Holdings Limited shareholders are referred to the circular sent to shareholders and the announcement released on SENS on June 18, 2013 in respect of: - an offer to be made by the Company to all Sable shareholders to purchase all Sable shareholders' shares in the Company in terms of section 48 of the Companies Act, 2008 for an offer price of ZAR 28.00 per Sable share ("the offer") to be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act; and - the delisting of all Sable shares from the AltX board of the JSE Limited ("the delisting"). Sable shareholders are advised that the Takeover Regulation Panel has issued a compliance certificate in terms of section 119(4) of the Companies Act with the result that the offer, the scheme and the delisting have now become unconditional in accordance with their terms. Accordingly the offer, the scheme and the delisting will be implemented in accordance with the timetable set out in the circular and released on SENS on June 18, 2013.
Sable Holdings Limited Proposes To Delist Shares From AltX Board Of JSE Limited
Jun 18 13
Shareholders are referred to the previous announcements released on SENS regarding the possible delisting of Sable Holdings Limited’s shares from the AltX board of the JSE Limited (JSE). Shareholders are advised that the company proposes making an offer to all Sable shareholders to acquire their shares in the company for a cash offer price of ZAR 28.00 per Sable share to be effected by way of a scheme of arrangement in terms of section 48 as read with section 114 of the Companies Act, 2008, whereafter the company will delist from the JSE. The scheme will afford shareholders an opportunity to either monetize their investment in the company at a fair price or to continue holding shares in the company in an unlisted environment. All shareholders shall be entitled to elect to remain invested in the company. The company will make an offer to all shareholders to purchase their Sable shares (offer). The offer price will be ZAR 28.00 per Sable share (which will be paid in cash). The independent expert, Grant Thornton Advisory Services Proprietary Limited, has issued a report in which it opines that the terms and conditions of the offer and the offer price are fair and reasonable to Sable shareholders. The full report will be contained in the circular to be issued to shareholders on June 18, 2013. The scheme is subject to the fulfillment or waiver (where applicable) of the following conditions precedent on or before September 30, 2013: the scheme is approved by a special resolution adopted by the requisite number of persons in terms of section 115(2)(a) of the Companies Act; all regulatory approvals and consents necessary in respect of the scheme being obtained, including but not limited to approvals and consents from the Takeover Regulation Panel (including without limitation, the issue of a compliance certificate by the Takeover Regulation Panel in respect of the scheme in terms of section 119(4) of the Companies Act); no person who voted against the special resolution referred to above: requires the company to seek court approval in terms of section 115(3)(a) of the Companies Act within 5 business days after the vote; and no leave is granted by the court, on an application within 10 business days after the vote, to any person in terms of section 115(3)(b) of the Companies Act to any such person. This condition precedent may be waived by the company on condition that the court approves the special resolution in terms of section 115(3) of the Companies Act; within the period prescribed under section 164(7) of the Companies Act, no valid demands have been received by the company in terms of such section in respect of ordinary shares representing more than 5% of the total issued shares in the company. This condition precedent may be waived (in whole or in part) by the company; the delisting is approved by an ordinary resolution adopted by the requisite number of persons in terms of paragraph 1.14 of section 1 of the JSE Listings Requirements. The offer is subject to the scheme becoming unconditional and thus capable of implementation on or before September 30, 2013. The delisting is subject to the offer becoming unconditional in accordance with its terms on or before September 30, 2013. Irrevocable undertakings have been given by shareholders holding 90.3% of the voting shares exercisable at the scheme meeting to attend the scheme meeting and vote in favor of all resolutions required to implement the scheme and the delisting. Irrevocable undertakings have been given by shareholders holding 82.9% of the shares in issue (excluding treasury shares) to elect not to accept the cash offer. Accordingly the maximum aggregate number of shares which may be repurchased by the company under the offer for the offer price will be 1,564,994 Sable shares (amounting to a maximum aggregate cash consideration payable by the company of ZAR 43.8 million). GBJ Bowes, a director of the company holding 60,000 shares, representing 0.7% of the voting rights, has undertaken to (i) vote in favor of all resolutions required to implement the scheme and the delisting and (ii) not accept the offer in respect of 30,000 of his Sable shares and to retain such investment in Sable post the delisting. Isdale Holdings BV has irrevocably undertaken to not accept the offer and vote in favor of all resolutions required to implement the scheme and the delisting in respect of its 7,560,430 Sable shares, representing 82.4% of Sable’s issued share capital. For purposes of determining whether delisting resolution has been passed by the requisite majority of shareholders, as required in terms of paragraph 1.15 of the JSE Listings Requirements, more than 50% of the votes of all shareholders present or represented by proxy at the scheme meeting, excluding Isdale Holdings BV, its associates and any party acting in concert, must be cast in favor of such resolution. A scheme meeting of Sable shareholders will be held at 3:00 p.m. on July 22, 2013 at Abcon House, Fairway Office Park, 52 Grosvenor Road, Bryanston, 2021. Last day to trade in Sable shares in order to be recorded in the register on the voting record date is July 5, 2013. Voting record date to vote at the scheme meeting being 5:00 p.m. on July 12, 2013. Last date and time for Sable shareholders to give notice to Sable objecting to the special resolution approving the scheme by 3:00 p.m. on July 22, 2013. Results of scheme meeting released on SENS on July 22, 2013. Last day to trade in Sable shares in order to participate in the offer is August 23, 2013. Suspension of listing of Sable shares at commencement of trading on August 26, 2013. Offer price record date and offer closes (at 12:00), being the date on which Sable shareholders recorded in the register who have elected to accept the offer (or who have made no election and thus are deemed to have elected to accept the offer and receive the offer price) will receive the offer price is August 30, 2013. Expected implementation date of the scheme is September 2, 2013. Offer price posted to certificated shareholders (if documents of title are received on or prior to 12:00 on the offer price record date) on or about September 2, 2013. Dematerialized shareholders accounts (held at their CSDP or broker) credited with the offer price on September 2, 2013. Expected termination of listing of Sable shares on the JSE at the commencement of trading on or about September 3, 2013.