Fairvest Property Holdings Limited expressed an interest in a letter to acquire Arrowhead Properties Limited from a group of shareholders in a reverse merger transaction.
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).