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Posting of scheme circular and salient dates and times in respect of the scheme
FAIRVEST PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/005011/06)
JSE share code: FVT ISIN: ZAE 000203808
(Approved as a REIT by the JSE Limited)
(“Fairvest” or the “Company”)
POSTING OF SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME
POSTING OF SCHEME CIRCULAR AND NOTICE OF SCHEME MEETING
Shareholders are referred to the joint firm intention announcement released on SENS by Fairvest and Arrowhead
Properties Limited (“Arrowhead”) on 27 September 2021 detailing the terms of the proposed merger between Fairvest
and Arrowhead by way of a scheme of arrangement (the “scheme”) in terms of section 114 of the Companies Act,
No. 71 of 2008 (the “Companies Act”), to be proposed by Fairvest to its shareholders, and to which Arrowhead will be
a party.
Fairvest has, on Friday, 19 November 2021, distributed a circular to its shareholders relating to the scheme (the “scheme
circular”). The scheme circular incorporates a notice of scheme meeting for the purposes of approving the resolutions
required to implement the scheme. Copies of the scheme circular are available on the Company’s website at:
https://fairvest.co.za/news/notices and may be requested from investor@fairvest.co.za or the transaction sponsor, Java
Capital, at sponsor@javacapital.co.za.
A scheme meeting of shareholders will be held at 10:00 on Tuesday, 21 December 2021 at the registered office of
Fairvest (8th Floor, The Terraces, 34 Bree Street, Cape Town, 8001), as well as virtually via a remote interactive
electronic platform, Microsoft Teams, 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 scheme.
OPINIONS AND RECOMMENDATIONS OF THE INDEPENDENT BOARD
The independent board of Fairvest, comprising Louis Andrag, Khegu Nkuna, Ndabezinhle Mkhize, Jacob Wiese and
Trevor Cohen (the “independent board”) appointed Mazars Corporate Finance Proprietary Limited (“Mazars”) to
provide the independent board with its opinion as to whether the terms of the scheme are fair and reasonable to Fairvest
shareholders, in accordance with the requirements of Chapter 5 of the Companies Regulations, 2011.
Mazars has delivered to the independent board its opinion that, as at the date of issue of its opinion, the scheme is fair
and reasonable to Fairvest shareholders.
The independent board, having considered the terms of the scheme and, inter alia, the opinion of Mazars, is of the view
that the scheme is fair and reasonable to shareholders.
SALIENT DATES AND TIMES
The salient dates and times relating to the scheme and its implementation are set out below:
2021
Record date to determine which Fairvest shareholders are entitled to receive the scheme
circular Friday, 12 November
Scheme circular together with the accompanying notice convening the scheme meeting,
form of proxy and form of surrender and transfer posted to Fairvest shareholders on Friday, 19 November
Announcement relating to the issue of the scheme circular (together with the notice of
the scheme meeting) released on SENS and ANS on Friday, 19 November
Announcement relating to the issue of the scheme circular (together with the notice of
the scheme meeting) published in the press on Monday, 22 November
Last date to trade in Fairvest shares on the JSE in order to be recorded on the register to
vote at the scheme meeting on Tuesday, 7 December
Record date to be eligible to vote at the scheme meeting, being the voting record date,
by the close of trade on Friday, 10 December
Last date and time to lodge forms of proxy in respect of the scheme meeting with the
transfer secretaries by 10:00 on (alternatively, the form of proxy may be handed to the
chairperson of the scheme meeting at any time prior to the commencement of the scheme
meeting or prior to voting on any resolution to be proposed at the scheme meeting) Friday, 17 December
Last date and time for Fairvest shareholders to give notice of their objections to the
special resolution approving the scheme in terms of section 164(3) of the Companies Act
by no later than 10:00 on Tuesday, 21 December
Scheme meeting held at 10:00 on Tuesday, 21 December
Results of the scheme meeting released on SENS and ANS on Tuesday, 21 December
Results of the scheme meeting published in the press on Wednesday, 22 December
Last date for shareholders who voted against the scheme to require Fairvest to seek court
approval for the scheme in terms of section 115(3)(a) of the Companies Act, if at least
15% of the total votes of shareholders at the scheme meeting were exercised against the
scheme Wednesday, 29 December
2022
Last date on which Fairvest shareholders can make application to the court in terms of
section 115(3)(b) of the Companies Act Wednesday, 5 January
Last date for Fairvest to give notice of adoption of the special resolution approving the
scheme to Fairvest shareholders who objected to the special resolution in terms of section
164(3) of the Companies Act Wednesday, 5 January
If no Fairvest shareholders exercise their rights in terms of section 115(3)(a) or
section 115(3)(b) of the Companies Act:
Finalisation date expected to be on Tuesday, 11 January
Finalisation announcement in respect of the scheme expected to be released on SENS
and ANS by 11:00 on Tuesday, 11 January
Finalisation announcement in respect of the Fairvest clean-out distribution expected to
be released on SENS and ANS by 11:00 on Tuesday, 11 January
Finalisation date announcement in respect of the scheme expected to be published in the
press on Wednesday, 12 January
Expected last day to trade in Fairvest shares on the JSE and A2X in order to be recorded
on the register on the scheme record date to receive the scheme consideration on Tuesday, 18 January
Expected last day to trade in Fairvest shares on the JSE and A2X in order to be recorded
on the register on the clean-out distribution record date to receive the clean-out
distribution on Tuesday, 18 January
Expected date of the suspension of listing of Fairvest shares on the JSE at the
commencement of trade on Wednesday, 19 January
Announcement of the value of cash payments arising from fractional entitlements
expected to be released on SENS and ANS on Thursday, 20 January
Announcement of the value of cash payments arising from fractional entitlements
expected to be released in the press on Friday, 21 January
Expected scheme record date on which Fairvest shareholders must be recorded in the
register to receive the scheme consideration by close of trade on Friday, 21 January
Expected clean-out distribution record date Friday, 21 January
Expected scheme operative date on Monday, 24 January
Expected implementation date, being the date on which the scheme consideration will
be transferred to certificated shareholders who are scheme participants (provided their
form of surrender and transfer and documents of title are received on or before 12:00 on
the scheme record date) Monday, 24 January
Expected date on which dematerialised shareholders who are scheme participants will
receive the scheme consideration Monday, 24 January
Expected date for the clean-out distribution to be paid to Fairvest shareholders recorded
in the register on the clean-out distribution record date Monday, 24 January
Expected termination of listing of Fairvest shares on the JSE and A2X at the
commencement of trade on or about Tuesday, 25 January
Notes:
1. All times given above and in the scheme circular are local times in South Africa and may be changed by mutual
agreement, in writing, between Fairvest and Arrowhead (subject to the approval of the JSE and/or the TRP, if
required). The dates have been determined based on certain assumptions regarding the date by which certain
shareholder and regulatory approvals will be obtained and that no court approval or review of the scheme resolution
will be required. Any change in the dates and times will be released on SENS and ANS and published in the press.
2. A form of proxy not lodged with the transfer secretaries may be handed to the chairperson of the scheme meeting at
any time prior to the commencement of the scheme meeting or prior to voting on any resolution to be proposed at the
scheme meeting.
3. If the scheme meeting is adjourned or postponed, a form of proxy submitted for the initial scheme meeting will remain
valid in respect of any adjournment or postponement of the scheme meeting, unless it is withdrawn.
4. If the scheme meeting is adjourned or postponed then forms of proxy that have not yet been submitted should be lodged
with the transfer secretaries by no later than two business days before the adjourned or postponed scheme meeting but
may nonetheless be handed to the chairperson of the adjourned or postponed scheme meeting at any time prior to the
commencement of the adjourned or postponed scheme meeting or prior to voting on any resolution to be proposed at the
adjourned or postponed scheme meeting.
5. Fairvest shareholders should note that as transactions in shares are settled in the electronic settlement system used
by Strate, settlement of trades takes place three business days after such trades. Therefore, Fairvest shareholders who
acquire Fairvest shares after close of trade on Tuesday, 7 December 2021 will not be eligible to vote at the scheme
meeting.
6. No dematerialisation or rematerialisation of Fairvest shares may take place after Tuesday, 18 January 2022, being the
last date to trade in Fairvest shares on the JSE in order to be recorded on the register on the scheme record date.
7. If the scheme is approved by such number of Fairvest shareholders at the scheme meeting so that a Fairvest shareholder
may require Fairvest to obtain court approval of the scheme as contemplated in section 115(3)(a) of the Companies Act,
and if a Fairvest shareholder in fact delivers such a request, the dates and times set out above will require amendment.
Fairvest shareholders will be notified separately of the applicable dates and times under this process.
8. If any Fairvest shareholder who votes against the scheme exercises its rights in terms of section 115(3)(b) of the
Companies Act and applies to court for a review of the scheme, the dates and times set out above will require amendment.
Fairvest shareholders will be notified separately of the applicable dates and times under this process.
INDEPENDENT BOARD AND FAIRVEST BOARD RESPONSIBILITY STATEMENT
The independent board and Fairvest board (to the extent that the information relates to Fairvest) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to Fairvest is true and this announcement
does not omit anything that is likely to affect the import of such information.
19 November 2021
Corporate advisor and transaction sponsor to Fairvest
Java Capital
Legal advisor to Fairvest Wentz
Werksmans
Sponsor to Fairvest
PSG Capital
Date: 19-11-2021 02:30:00
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