Gmeiner Investment Holding (Proprietary) Limited offer to acquire all the remaining shares representing 6.96% stake of Orion Real Estate Limited (JSE:ORE) for 0.88 million on October 14, 2019. As a part of consideration Gmeiner Investment Holding will issue R0.02 in cash per share. In the event that the Scheme becomes operative, the listing of Orion’s shares on the Main Board of the JSE will be terminated and eligible shareholders will be deemed to have sold all of their Orion shares for the scheme consideration. The business of Orion and its subsidiaries will continue after the Scheme becomes operative, as currently conducted. Shareholders are advised that the Company intends changing the name of the Company from Orion Real Estate Limited to Rhigel Properties Limited. The implementation of the Scheme is subject to the fulfilment or waiver, as the case may be, of the following conditions precedent by no later than November 14, 2019, such as approval of the Scheme Resolution by the requisite majority of Scheme Members, independent board unanimously recommending to Orion shareholders, without qualification to vote in favor of the Scheme, Neema Capital Proprietary, acting as an independent expert issuing report regarding the fairness and reasonableness of the terms and conditions of the scheme and the offer, and such opinion not being withdrawn or adversely amended, all regulatory approvals and/or consents to give effect to the scheme have been obtained, including, without limitation, the JSE, the TRP, and the Financial Surveillance Department of the South African Reserve Bank, approval of eligible Orion shareholders, the court approval and scheme becomes unconditional. The Scheme Meeting is scheduled to be convened on November 13, 2019 at Orion’s registered office, at which meeting Eligible Shareholders will consider and vote on all the resolutions required to implement the Scheme. The Scheme must be approved by a special resolution of Orion Shareholders, in accordance with section 115(2)(a) of the Companies Act, at the Scheme Meeting, at which at least three Shareholders are present and sufficient Scheme Members are present to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised at the Scheme Meeting. The Board has established an independent board comprising Messrs RS Wilkinson, AJ Ritzlmayr, MD Mthembu and TFJ Oosthuizen to consider the terms and conditions of the scheme and the offer. The Independent Board has considered the report of the Independent expert and the members of the Independent board are unanimously of the opinion that the terms and conditions of the scheme and the offer are unfair to Orion shareholders. However, on the basis of the rationale for the Scheme, the Independent Board are unanimously of the opinion that the terms and conditions of the Scheme and the Offer are reasonable to Orion Shareholders and accordingly supports and recommends that the shareholders vote in favour of the resolutions to be proposed at the scheme meeting to approve the scheme. Shareholders are advised that, at the Scheme Meeting held on November 13, 2019, the special and ordinary resolution set out in the Notice of Scheme Meeting were passed by the requisite eligible majority shareholders. The transaction is expected to be completed by December 2, 2019. R McDonald of Neema Capital Proprietary Limited acted as a financial adviser and fairness opinion provider to the board members of Orion Real Estate.