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AH-VEST LIMITED - Notice Convening the Scheme Meeting of AH-Vest Shareholders

Release Date: 14/07/2025 11:51
Code(s): AHL     PDF:  
Wrap Text
Notice Convening the Scheme Meeting of AH-Vest Shareholders

AH-VEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/000100/06)
("AH-Vest" or "the Company")
Share code: AHL      ISIN Code: ZAE000129177


NOTICE CONVENING THE SCHEME MEETING OF AH-VEST SHAREHOLDERS


Shareholders are referred to the Firm Intention Announcement released on SENS on Monday, 23 June 2025 and
in the press on Wednesday, 25 June 2025 wherein they were advised that the board of directors of the
company had received an offer from Eastern Trading Company Proprietary Limited ("Eastern Trading") to
acquire 100% of the issued share capital of the Company not already held by it and its associates. The offer is
to be implemented by means of a scheme of arrangement in terms of sections 114 and 115 of the Companies
Act, 2008.

Shareholders are advised that the Scheme Meeting of AH-Vest Shareholders will be held in person and
electronically at 10h00 on Monday, 11 August 2025 at AH-Vest, with the address being 15 Misgund Road,
Eikenhof, Johannesburg, 1872.

Further information regarding the Offer and the Scheme Meeting is available in the Scheme Circular which was
distributed to Shareholders on or about 14 July 2025.

                                                                                                           2025
Record date for AH-Vest Shareholders to be recorded in the Register in order to receive          Friday, 4 July
this Circular

Circular posted to AH-Vest Shareholders and notice convening the Scheme Meeting                 Monday, 14 July
released on SENS

Notice convening the Scheme Meeting published in the South African press                       Tuesday, 15 July

Last day to trade AH-Vest Shares in order to be recorded in the Register on the Scheme         Tuesday, 29 July
Voting Record Date

Scheme Voting Record Date being 17h00                                                          Friday, 1 August

Proxy forms to be lodged at Transfer Secretaries by 10h00                                    Thursday, 7 August

Last date and time for AH-Vest Shareholders to give notice to AH-Vest objecting, in           Monday, 11 August
terms of section 164(3) of the Act, to the special resolution approving the Scheme for
purposes of the Appraisal Rights by 10h00

Proxy forms not lodged with Transfer Secretaries to be handed to the Chairman of the          Monday, 11 August
Scheme Meeting before 10h00

Scheme Meeting of AH-Vest Shareholders to be held at 10h00                                    Monday, 11 August

Results of Scheme Meeting and Finalisation Details released on SENS                           Monday, 11 August

ACTION: The following dates assume that neither Court approval nor the review of the Scheme is required and
will be confirmed in the finalisation announcement to be released simultaneously with the results of the Scheme
Meeting. Should votes against or objections to the Scheme be lodged by Dissenting Shareholders as
contemplated in paragraph 4 of the Circular, the dates set out below will not be applicable, and a further
finalisation announcement will be released in due course.

                                                                                                           2025
Results of Scheme Meeting and Finalisation details published in the press                     Monday, 11 August

Finalisation Date and Application to the TRP for the Compliance Certificate                  Tuesday, 12 August

Application to JSE for the delisting of AH-Vest shares                                      Thursday, 14 August

Last day to trade in order to be entitled to receive the Scheme Consideration                Tuesday, 19 August

AH-Vest Shares suspended on the JSE                                                        Wednesday, 20 August

Record date in order to be entitled to receive the Scheme Consideration                       Friday, 22 August

Expected operative date and payment date for the Scheme Consideration                         Monday, 25 August

Listing of AH-Vest Shares on the JSE terminated at commencement of business on               Tuesday, 26 August


Restricted jurisdictions
To the extent that the distribution of this Circular in certain jurisdictions outside of South Africa may be restricted
or prohibited by the laws of such foreign jurisdiction then this Circular is deemed to have been provided for
information purposes only and neither the AH-Vest Board nor the Eastern Trading Board accepts any
responsibility for any failure by Scheme Participants to inform themselves about, and to observe, any
applicable legal requirements in any relevant foreign jurisdiction. Scheme Participants who are in doubt as to
their position should consult their professional advisors.

Termination of listing of AH-Vest Shares
Following implementation of the Scheme, AH-Vest will be a wholly owned subsidiary of Eastern Trading and the
listing of the AH-Vest Shares will be terminated on the JSE.

Tax implications for AH-Vest Shareholders
The tax treatment of Scheme Participants is dependent on their individual circumstances and on the tax
jurisdiction applicable to such Scheme Participants. It is recommended that the Scheme Participants seek
appropriate advice in this regard.

Takeover Regulation Panel approval
AH-Vest Shareholders should take note that in terms of section 201(3) of the Companies Act the TRP does not
consider commercial advantages or disadvantages of affected transactions when it approves such
transactions.

Responsibility statements
The AH-Vest Board, the Independent Board and the Eastern Trading Board accept responsibility for the
information contained in this announcement, and certify that, to the best of their respective knowledge and
belief, the information is true and, where appropriate, this announcement does not omit anything likely to
affect the importance of the information included.

Johannesburg
14 July 2025

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 14-07-2025 11:51:00
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