Fairvest Property Holdings Limited (JSE:FVT) expressed an interest in a letter to acquire Arrowhead Properties Limited (JSE:AHA) from a group of shareholders in a reverse merger transaction on May 11, 2021. Fairvest Property Holdings Limited concluded an agreement to acquire Arrowhead Properties Limited on May 18, 2021. As a part of consideration, Fairvest will issue 1.85 new share for every B share in Arrowhead. Under the transaction, Fairvest will acquire 507.778681 million B shares of Arrowhead. Transaction is subject to Fairvest acquiring sufficient B shares of Arrowhead to exercise a 50% +1 majority of the voting rights attached to all issued Arrowhead shares at a combined general meeting of Arrowhead A and B shareholders; Fairvest shareholders approving all resolutions required to implement the Transaction; and all applicable regulatory and statutory approvals having been obtained from Johannesburg Stock Exchange, Takeover egulation Panel, CIPC and Competition Authorities, as appropriate. The Vendors have indicated that they will vote in favour of the resolutions required to implement the Transaction. Fairvest has received undertakings of support from 63.7% of shareholders of Fairvest. Following the implementation of the scheme, Fairvest will become a wholly-owned subsidiary of Arrowhead and the listing of all the FVT shares on the Main Board of the JSE and A2X will be terminated. Arrowhead shall remain listed on the Main Board of the JSE and (subject to the necessary shareholder approval) will change its name to Fairvest Limited. The deal is considered as reverse takeover by Fairvest of Arrowhead.


The Transactions are to be implemented within 20 business days after the fulfilment of the conditions precedent. Arrowhead has formed an independent board (as envisaged in the Companies Act and Takeover Regulations), comprising all of the independent non-executive directors of Arrowhead (“independent board”). The independent board will be responsible for assessing the merits of a scheme and negotiating the terms of that scheme. There will be no change to the board of directors of Fairvest pursuant to the transaction or the Fairvest Manco internalisation. On September 7, 2021, the shareholders of Fairvest approved the transaction. The transaction was approved by the Competition Tribunal of South Africa on September 30, 2021. Arrowhead Properties will held shareholders meeting on January 14, 2022. As of January 14, 2022, Shareholders of Arrowhead Properties have approved the transaction by the requisite majority. As of January 18, 2022, all outstanding conditions precedent to the Transaction have been fulfilled and the Transaction is now wholly unconditional. As of December 21, 2021, the transaction is expected to close on January 31, 2022.

Java Capital (Proprietary) Limited acted as financial advisor and Werksmans Attorneys Incorporating Jan S. de Villiers acted as legal advisor to Fairvest. Ferryman Capital Partners and Nedbank Corporate and Investment Banking acted as financial advisor and Cliffe Dekker Hofmeyr acted as legal advisor to Arrowhead. Fairvest board of directors will obtain an independent expert opinion on the fairness of the proposed share swap with Vukile Property Fund Limited (JSE:VKE).

Fairvest Property Holdings Limited completed the acquisition of Arrowhead Properties Limited (JSE:FTA) from a group of shareholders in a reverse merger transaction on January 25, 2022.