Leisure chain, African Sun Limited (ASL) is pursuing 100 percent control in Dawn Properties (DPL) which it acquired a 94.78 percent stake via a hostile takeover last year through a drag along and squeeze out of the remaining minority shareholders.
Leisure chain, African Sun Limited (ASL) is squeezing out minority shareholders in Dawn Properties following its acquisition of the property firm last year via a hostile takeover.
ASL which now controls 94.78 percent in DPL is now eyeing the remaining 5.22 percent in the firm after it issued a notice of compulsory acquisition, drag-along and squeeze out of remaining shareholders in dawn properties limited in terms of the provisions of section 238 of the companies and other business entities act [chapter 24:31].
“African Sun Limited (“ASL”) made an offer to the shareholders of Dawn Properties Limited (“DPL”) to acquire all the issued ordinary shares in DPL, based on 1 issued ASL ordinary share for every 3,988075946 DPL issued ordinary shares (“the Original Offer”). 1.2. Pursuant to the Original Offer, DPL Shareholders representing 94.78% of the DPL issued ordinary shares accepted the Original Offer and surrendered their shares to ASL. DPL Shareholders holding 5.22% of DPL issued ordinary shares (“Remaining Shares”) did not accept the Original Offer,” reads the notice posted on the Zimbabwe Stock Exchange website this morning.
“Holders of the Remaining shares are hereby notified that ASL obtained a court order in terms of section 238(2) of the Companies and Other Business Entities Act [Chapter 24:31] (“the COBE”) under case number 1657/21 (“the Court order”) from the Magistrates Court in Harare on 14 March 2022. 2.2. The effect of the court order is that ASL is entitled and bound to acquire all such Remaining Shares on the same terms that applied to the shares whose holders accepted the Original Offer,”
“In terms of section 238 (2) of COBE and empowered by the Court order, ASL hereby notifies the holders of the Remaining Shares that it shall acquire all the Remaining Shares, as it is entitled and bound to do so, with effect from 28 April 2022.”
It further stated that should a holder of the Remaining Shares fail to submit the surrender form by 28 April 2022, ASL shall proceed to acquire all the un-surrendered Remaining Shares as it is entitled and bound to do so in terms of section 238(2) of COBE and the Court order.
The un-surrendered Remaining Shares will all be acquired on the same terms of the Original Offer, and they shall be acquired by ASL on or before 3 May 2022.
In 2020, ASL offered to acquire all issued ordinary shares in DPL based on one ordinary share for every 3,988075946 DPL shares to execute the complete takeover of the property operation.
About 94 percent of DPL shareholders took up the ASL offer, leaving about 6 percent clinging to their stock, giving remaining shareholders a final chance to agree or face the courts.
