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Distribution of circular and notice of general meeting
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 Number: ZAE000188280
("Safari" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Safari shareholders ("Shareholders") are referred to the firm intention announcement
released on the Stock Exchange News Service ("SENS") on Friday, 17 October 2025
("FIA"), in terms of which Shareholders were advised that the board of directors of Safari
("Board") had resolved to make a firm offer to Shareholders to acquire its entire issued
ordinary share capital ("Shares"), excluding any Shares held by Heriot REIT Limited
through its wholly owned subsidiaries, Heriot Properties Proprietary Limited and Thibault
REIT Limited, and by Thabong Shopping Centre Proprietary Limited, a wholly owned
subsidiary of Safari, for a cash consideration of R8.00 or 800 cents per Share
("Scheme Consideration") by way of scheme of arrangement in accordance with section
114(1)(e), read with section 115 of the Companies Act, 71 of 2008, as amended
("Companies Act"), between Safari and its Shareholders ("Scheme").
1.2. The FIA further advised that –
1.2.1. the Board had accordingly convened an independent board ("Independent Board") as
required by the regulations published in terms of section 120 of the Companies Act and
set out in Chapter 5 of the Companies Act ("Takeover Regulations"), which comprises
Dr MT Matshoba-Ramuedzisi, WJ Lategan and CR Dormehl, for purposes of evaluating
the terms and conditions of the Scheme and advising Shareholders thereon. Each of
the Independent Board members is considered to be independent as contemplated in
regulation 108(8) of the Takeover Regulations and has the requisite knowledge to fulfil
their role as contemplated in regulation 109 of the Takeover Regulations; and
1.2.2. pursuant to paragraph 1.17(b) of the Listings Requirements of the JSE Limited ("JSE"),
all the Shares will be delisted from the main board of the JSE pursuant to the
implementation of the Scheme ("Delisting").
1.3. Unless otherwise defined herein, capitalised words and terms contained in this
announcement shall bear the meanings ascribed thereto in the Circular (defined below).
2. DISTRIBUTION OF THE CIRCULAR
2.1. The circular setting out the terms and conditions of the Scheme and incorporating a notice
of general meeting of Shareholders was distributed to Shareholders today, 24 October
2025 ("Circular").
2.2. Shareholders are advised to review the Circular for detailed information regarding the
Scheme and the related aspects.
2.3. Shareholders can also obtain copies of the Circular as follows –
2.3.1. by accessing an electronic copy of the Circular on the Company's website, available at
www.safari-investments.com/investor-relations;
2.3.2. by viewing a copy of the Circular at the registered office of Safari or at the registered
office of its sponsor, Valeo Capital; and
2.3.3. by contacting the Company Secretary, at pieter@safari-investments.com to view an
electronic copy of the Circular through a secure electronic manner.
3. NOTICE OF GENERAL MEETING
The Circular incorporates a notice of a general meeting of Shareholders and accordingly notice
is hereby given that the general meeting will be held electronically at 14:00 on Friday,
21 November 2025, ("General Meeting") to consider and, if deemed fit, to pass, with or without
modification, the special resolution required to approve the Scheme and other special and
ordinary resolutions set out in the notice of General Meeting.
4. TAX CONSEQUENCES FOR SCHEME PARTICIPANTS
4.1. The tax treatment of the Scheme is dependent on Shareholders' individual circumstances
and the jurisdiction in which they are resident. The summary below provides a general
overview of the tax implications under South African tax laws for South African tax residents
and does not constitute a comprehensive analysis of the tax consequences for Scheme
Participants. Shareholders are advised to consult their relevant professional advisors about
the relevant tax consequences of the Scheme, including receipt of the Scheme
Consideration.
4.2. R6.18271 of the Scheme Consideration will be distributed as a return of capital and will
result in a reduction of CTC as defined in section 1 of the Income Tax Act (reduction of
capital). The remaining balance of the Scheme Consideration will be regarded under South
African tax laws as a dividend for income tax purposes (cash dividend). The gross
remaining balance of the Scheme Consideration is equal to R1.81729, and net of South
African dividend tax of 20%, is equal to R1.45383 for those shareholders who are not
exempt from dividend tax. A return of capital will be treated as proceeds for purposes of
determining whether a capital gain or loss arises, whereas a dividend arising from a share
buy-back is excluded from a "qualifying distribution" as defined in section 25BB(1) of the
Income Tax Act and is likely to be exempt from income tax but will be subject to DWT
unless an exemption applies.
4.3. If you are either exempt from DWT or subject to DWT at a reduced rate, and do not wish
the DWT to be withheld in full, you must provide the regulated intermediary with the
requisite SARS declaration and undertaking as soon as possible but in any event before
12:00 on the Scheme Consideration Record Date (or such earlier date as may be required
in terms of your mandate with your CSDP or Broker).
4.4. If (i) you are subject to DWT or, (ii) you are exempt or taxed at a reduced rate but fail to
provide the regulated intermediary with the requisite SARS declaration timeously, DWT will
be withheld in full from the Scheme Consideration, and the balance paid to you.
4.5. STT will be paid by Safari at a rate of 0.25% calculated on the taxable amount.
5. SALIENT DATES AND TIMES
The salient dates and times relating to the General Meeting and the Scheme are set out below:
Date
2025
Record date to determine which Shareholders are entitled Friday, 17 October
to receive this Circular
Announcement of distribution of Circular on SENS on Friday, 24 October
Circular and Notice of General Meeting posted or Friday, 24 October
distributed to Shareholders on
Last day to trade Shares in order to be recorded in the Tuesday, 11 November
Register to be eligible to vote at the General Meeting
Record date to be eligible to attend, participate and vote Friday, 14 November
at the General Meeting, being the Record Date to Vote
For administrative purposes, the date by which the Form Wednesday, 19 November
of Proxy (green) for the General Meeting is requested to
be lodged by no later than 14:00 on
Last date and time for Dissenting Shareholders to give Friday, 21 November
notice of their objections to the Scheme Resolution, by no
later than the time of the exercise of the vote on the
Scheme Resolution on
Form of Proxy not lodged timeously with TMS to be Friday, 21 November
emailed to TMS (who will provide same to 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 of Shareholders to be held virtually Friday, 21 November
at 14:00 on
Results of the General Meeting released on SENS and on Friday, 21 November
Safari's website on or about
If the Scheme is approved by Shareholders at the
General Meeting:
Last date for Shareholders who voted against the Friday, 28 November
Scheme Resolution, to require the Company to seek
Court approval for the Scheme Resolution, in terms of
section 115(3)(a) of the Companies Act, if the Scheme
Resolution was opposed by at least 15% of the voting
rights exercised thereon
Declaration announcement in respect of Clean Out Monday, 1 December
Distribution to be published on SENS on
Last date for Shareholders who voted against the Friday, 5 December
Scheme Resolution to apply to Court for leave to apply for
a review of the Scheme Resolution, in terms of section
115(3)(b) of the Companies Act, on
Last date for the Company to send Dissenting Friday, 5 December
Shareholders notices of the adoption of the Scheme
Resolution, in accordance with section 164(4) of the
Companies Act
The following dates assume that no Court approval
or review of the Scheme is required and will be
confirmed in the finalisation announcement if the
Scheme becomes unconditional:
Finalisation announcement in respect of Scheme Monday, 8 December
expected to be published on SENS on
Finalisation announcement in respect of Clean Out Monday, 8 December
Distribution expected to be published on SENS on
Anticipated date to receive compliance certificate from the Wednesday, 10 December
TRP and announced on SENS on
Scheme Last Day to Trade, being the last day to trade Monday, 15 December
Shares on the JSE in order to be eligible to participate in
the Scheme
Expected last day to trade to be recorded in the Register Monday, 15 December
on the Clean Out Distribution Record Date to receive the
Clean Out Distribution on
Suspension of listing of Shares on the JSE on Wednesday, 17 December
Scheme Consideration Record Date, being the date on Friday, 19 December
which Scheme Participants must be recorded in the
Register in order to be eligible to receive the Scheme
Consideration, by close of trade on
Expected Clean Out Distribution Record Date on Friday, 19 December
Scheme Operative Date on or about Monday, 22 December
Scheme Consideration to be settled by EFT to Scheme Monday, 22 December
Participants who are Certificated Shareholders and who
have lodged their Form of Surrender and Transfer with
the Transfer Secretaries on or prior to 12:00 on the
Scheme Consideration Record Date, on
Dematerialised Scheme Participants to have their Monday, 22 December
accounts (held at their CSDP or Broker) credited with the
Scheme Consideration on
Expected date for the Clean Out Distribution to be paid to Monday, 22 December
Shareholders recorded in the Register on the Clean Out
Distribution Record Date on
Termination of listing of Shares on the JSE at the Tuesday, 23 December
commencement of trade on
Notes:
1. All of the above dates and times are subject to amendment, subject to the approval of the JSE
and/or TRP, to the extent required. Any such amendment will be announced on SENS.
2. All dates and times indicated above are South African Standard Time, unless otherwise
specified.
3. A Shareholder may submit the Form of Proxy (green) at any time before the commencement of
the General Meeting (or any adjournment, or postponement of the General Meeting) or before
the appointed proxy exercises any of the relevant Shareholder's rights at the General Meeting
(or any adjournment or postponement of the General Meeting) by emailing the Form of Proxy
(green) to TMS at proxy@tmsmeetings.co.za.
4. If the General Meeting is adjourned or postponed, Forms of Proxy (green) submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the General
Meeting, and the dates and times stated above will change.
5. If the Scheme becomes operative, Certificated Shares of Certificated Scheme Participants may
not be Dematerialised or rematerialised after the Scheme Last Day to Trade.
6. Should sufficient Shareholders vote against the Scheme Resolution at the General Meeting so
that a Shareholder may require Safari to obtain Court approval regarding the Scheme Resolution
as contemplated in section 115(3)(a) of the Companies Act, and if a Shareholder in fact delivers
such a request, the dates and times set out above will need to be amended. Shareholders will
be notified separately of the applicable dates and times under this process.
7. If any Shareholder who votes against the Scheme Resolution exercises its rights in terms of
section 115(3)(b) of the Companies Act and applies to Court for a review of the Scheme
Resolution, the dates and times set out above will need to be amended. Shareholders will be
notified separately of the applicable dates and times under this process.
6. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, collectively and individually, accept full responsibility
for the accuracy of the information contained in this announcement and certify that, to the best
of their knowledge and belief, such information is true and the announcement does not omit
any facts that would make any of the information false or misleading or would be likely to affect
the importance of any information contained in this announcement.
Pretoria
24 October 2025
Corporate Advisor and Sponsor
Valeo Capital (Pty) Ltd
Legal Advisor
Webber Wentzel
Independent Expert
Moore Infinity Advisory (Pty) Ltd
Date: 24-10-2025 10:14:00
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