By Alois Vinga
AFRICAN Sun Limited has floated a second offer for Dawn Properties Limited shareholders to surrender the remaining 8,9% shares as the hotel group sustains efforts to snap up a 100% stake in their new acquisition.
The hotel group acquired Dawn Properties last year in exchange for shares in the hotelier.
A squeeze-out is the compulsory sale of the shares of minority shareholders of a joint-stock company for which they receive fair cash compensation.
Under the arrangement, the entire issued ordinary shares of Dawn were acquired in exchange for an issuance of the African Sun Limited ordinary shares listed on the Zimbabwe Stock Exchange through the issuance of one African Sun ordinary share for every 3,988075746 Dawn ordinary shares held.
“In line with the initial Offer, DPL (Dawn Properties Limited) shareholders holding 91.06% of the DPL issued ordinary shares accepted the Original Offer and surrendered their shares to ASL (African Sun Limited).
“However, DPL shareholders holding 8, 94% stake of the DPL issued ordinary shares turned down the offer,” ASL company secretary Venon Musimbe said in a circular to shareholders this week.
“ASL is putting forward an irrevocable Offer to acquire 100% of the remaining shares. Holders of the stake who elect to accept the Offer will receive 1 ASL ordinary share for every 3.988075946 DPL ordinary shares held. Should the Offer be accepted and become binding, it could result in ASL acquiring up to 100% ownership of Dawn.”
In terms of Section 239 of the Companies and Other Business Entities Act, the residual shareholders have the right to demand, within a period of ninety days from the date of this notice, by notice in writing, that ASL acquires all their shares.
“On receipt of such notice, ASL shall acquire all such Remaining Shares, on the same terms that applied to shares of the DPL Shareholders who accepted the Original Offer,” said Musimbe.
The top hotelier also issued a notice to the holders of the Remaining Shares of the intention to, within a period of 120 days from the date of this notice, squeeze out any such remaining shares whose holders shall not have accepted the Original Offer.
“In this regard, ASL shall apply to the Harare Magistrates Court for an order whose ultimate effect would be to entitle ASL to acquire all such Remaining Shares on the same terms that applied to the shares whose holders accepted the Original Offer,” Musimbe added.