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Arrowhead - fractional entitlements
Arrowhead and Gemgrow Properties Ltd. ("Gemgrow") shareholders are referred to the joint announcements released on SENS, the last of which was published on Tuesday, 17 September 2019, regarding, inter alia, the offer by Gemgrow to acquire all of the Arrowhead ordinary shares, but excluding the Arrowhead shares held in treasury, from Arrowhead shareholders ("scheme participants") by way of a scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008, as amended ("scheme"), proposed by the board of Arrowhead to the scheme participants ("transaction").
Shareholders are referred to the finalisation announcement released on SENS on Monday, 9 September 2019, confirming that all conditions precedent to the transaction have been fulfilled.
Fractions
Where a scheme participant's entitlement to the scheme consideration results in a fractional entitlement, such fraction of a Gemgrow B share will be rounded down to the nearest whole number, resulting in allocations of whole Gemgrow B shares and a cash payment will be made to the scheme participant for the fraction.
The applicable cash payment will be determined with reference to the VWAP of a Gemgrow B share traded on the JSE on Wednesday, 18 September 2019, discounted by 10%.
Example of fractional entitlement:
This example assumes that a scheme participant holds 1 000 scheme shares at the close of business on the scheme consideration record date.
Gemgrow B share entitlement = 1 000 x 0.8237 (being the scheme consideration on the scheme consideration record date) Aggregate scheme consideration entitlement = 1 000 (being the number of scheme shares) x 0.8237 (reflecting the applicable ratio of consideration shares to scheme shares) = 823.7 Gemgrow B shares.
The rounding provision described above is then applied and the scheme participant will receive:
823 Gemgrow B shares in respect of the 1 000 scheme shares held and a cash payment for the fractional entitlement based on 329 cents (being the VWAP of a Gemgrow B share traded on the JSE on Wednesday, 18th of September 2019, discounted by 10%) of 329 x 0.7 = 230 cents.
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