THIS ABRIDGED
CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Abridged Circular is neither a prospectus nor an invitation
to the public to subscribe for shares in Meikles Limited (“the
Company” or “the Group”), but is a document issued in compliance
with the Zimbabwe Stock Exchange (“ZSE”) Listings Requirements, to
inform Meikles Limited Shareholders of the proposed Transactions
whose terms and conditions are fully set out in this Abridged
Circular.
Action required:
- Shareholders of Meikles Limited are invited to attend the
Extraordinary General Meeting (‘EGM’), convened in terms of the
Notice to Shareholders contained herein, to be held at 1030 hours
on Friday, 13 December 2019 at
Parklands, 26 Greenhithe Lane, Borrowdale, Harare, Zimbabwe;
- Shareholders of Meikles Limited who are unable to attend the
EGM, but wish to be represented thereat should complete and sign
the Form of Proxy provided at the end of this Abridged Circular and
return to the Company Secretary by 1030 hours on Wednesday,
11 December 2019;
- Shareholders of Meikles Limited may attend the EGM in person,
notwithstanding the completion and return of the Form of
Proxy;
- If you are in any doubt as to the action you should take,
please consult your stockbroker, banker, accountant or other
professional advisor immediately; and
- If you no longer hold any shares in Meikles Limited, you should
send this Abridged Circular as soon as possible to the stockbroker,
bank or other agent through whom the sale of your shareholding in
Meikles Limited was executed for onward delivery to the purchaser
or transferee of your shares.
MEIKLES LIMITED
(Incorporated in Zimbabwe
under company registration number 1/37)
ABRIDGED CIRCULAR
TO MEIKLES LIMITED SHAREHOLDERS
Regarding the
proposed disposal of the Harare Meikles hotel business and
immovable property including the related furniture, plant and
equipment commonly known as Meikles Hotel for a total consideration
of US$20 million
INCORPORATING: A NOTICE OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Lead Financial Advisors
Corporate Excellence Financial Advisory Services (Private)
Limited |
Independent Financial Advisors
KPMG |
Independent Property Valuers
Knight Frank
Integrated Properties (Private) Limited
EPG Global Real Estate |
Sponsoring Brokers
Invictus Securities
(Member of the ZSE) |
Independent Reporting Accountants & Auditors
Deloitte |
Legal Advisors
Wintertons Legal Practitioners |
Zimbabwe Transfer Secretaries
ZB Transfer Secretaries (Private) Limited |
London Corporate Advisors
St James’s Corporate Services Limited |
DATE OF ISSUE: 22 NOVEMBER 2019 |
|
This abridged Circular as well as the full Circular are only
available in English. Copies of the full Circular are available at
the Registered Offices of the Company and can also be downloaded
www.meiklesltd.com |
1. Background
Meikles Limited (“Meikles” or “the Company” or “the Group”) is
an investment holding company incorporated in 1892 with a dual
listing on the Zimbabwe Stock Exchange “ZSE” (primary listing) and
the London Stock Exchange “LSE” (secondary listing). The main
activities of the Group span into agriculture, retail trading and
hospitality. Meikles Hotel is part of the hospitality segment.
Meikles Hotel requires substantial mordenisation of guest
facilities as well as electro mechanical and plumbing
infrastructure to restore it to a 5-star hotel by international
standards. Major upgrades of hotels require foreign currency
denominated long term capital. Initial estimates indicate that up
to US$30 million is required to bring
Meikles Hotel to a 5-star property by international standards.
Against the foregoing background and taking into account the
current and projected performance of the Hotel as well as the
volatile economic environment, the Directors have concluded that
the Hotel as well as the Group do not have the capacity to carry
the level of foreign currency denominated debt required to fund the
refurbishment.
In view of the foreign currency funding needs of Meikles Hotel
and the financial risks of spending a less substantial sum on
refurbishment, the Directors are proposing to disinvest from the
city hotel business. It is the Directors’ view that it is best for
the future of the Hotel to place its development in the hands of
skilled international hotel operators with the capacity to
undertake the requisite refurbishments on the Hotel.
2. The proposed Transactions
Subject to regulatory and Shareholder approval, the Board is
proposing that the Group makes the following disposals to ASB
Hospitality (Zimbabwe) (Private)
Limited:
- the disposal of the Hotel Business and related Hotel Assets of
Meikles Hotel as a going concern for a total consideration of
US$3.8 million; and
- the disposal of the immovable property that is the Meikles
Hotel building in Harare for a
total consideration of US$16.2
million.
3. Terms of the proposed
Transactions
Set out below are the salient features of the arm’s length
negotiated and agreed terms of the two connected disposals:
3.1 The Hotel Business and related
Hotel Assets disposal
Item |
Terms |
a) Purchaser |
- ASB Hospitality (Zimbabwe) (Private) Limited
|
b) Purchase Price |
- US$3.8 million, plus Value Added Tax (“VAT”) to the extent
applicable
- Payable in full in United States dollars 5 days prior to the
Effective Date.
|
c) Hotel Employees |
- All Hotel employees as of the Effective Date shall be taken
over by the Purchaser together with the Hotel Business and related
Hotel Assets in terms of Section 16 of the Labour Act (Chapter
28:11).
- Employee liabilities up to the Effective Date shall remain for
the account of Meikles Hospitality.
- Should the Purchaser wish to make any Hotel employees redundant
after the Effective Date, all related costs, including length of
service awards, shall be the sole cost, responsibility and
liability of the Purchaser.
|
d) Sellers’ Liabilities |
- All loans, claims and liabilities of any nature, known and
unknown, accrued or pro-rated, in respect of the Hotel Business, up
to the Effective Date shall remain for the account of Meikles
Hospitality.
|
e) Intellectual Property
Licence |
- An initial use for a period of five years with an option to
renew, of the name Meikles Hotel and associated logos, restaurant
and bars’ names, the intellectual property relating to the Hotel
Business, registered or in the process of registration, or
unregistered, in any part of the world, in the name of the
Licensor, and shall include all patents, inventions, restaurant
naming rights, know-how, trade secrets, confidentiality agreements
and confidential information, trademarks, service marks, logos,
corporate names and copyrights for, including applications for
registration of any of the foregoing which relate to the Hotel
Business.
|
f) Other |
- Hotel Business and related Hotel Assets being sold
voetstoots.
|
3.2 The Hotel Building disposal
Item |
Terms |
a) Purchaser |
- ASB Hospitality (Zimbabwe) (Private) Limited
|
b) Purchase Price |
- US$16.2 million, plus any applicable VAT.
- Payable in United States dollars as follows:
- US$2 million within 15 (fifteen) days from written demand by
the Seller; and
- balance, US$14.2 million all or any part thereof upon the
earlier of the cancellation of all charges registered against the
Property or 180 (one hundred and eighty) days from the Effective
Date.
|
c) Capital Gains Tax |
- For the Seller’s account on assessment by the Zimbabwe Revenue
Authority (“ZIMRA”).
|
d) Transfer costs |
- For the Purchaser’s account.
|
e) Other |
- Sold voetstoots but free of any encumbrances, charges or
security interests.
|
NB: The Board assessed and is satisfied with ASB
Hospitality Zimbabwe’s capacity to fulfil the terms of the proposed
Transactions, including the US$20
million combined purchase price.
It should also be noted that the previous carrying value of
Meikles Hotel (US$26.7 million) was
higher than the subsequent independent property valuations
undertaken in April 2019 and August
2019.
4. Rationale for the proposed
Transactions
The principal rationale for the proposed Transactions is that
the Group does not want foreign currency exposure related to
borrowings to fund the required refurbishment of Meikles Hotel to
bring it to a five star property by international standards.
Initial estimates indicate that up to US$30
million is required for the substantial modernisation of
guest facilities as well as electro mechanical and plumbing to
restore the Hotel to international standards. Accordingly the Board
believes that it is best for the future development of the Hotel to
be placed in the hands of skilled international hotel operators
with the capacity to undertake the requisite refurbishments of the
Hotel.
5. Use of proceeds
There are opportunities for value creation in other segments of
the Group, which will be compatible with the financial strategy of
the Group. Exploitation of these opportunities will coincide with
the timing of the receipt of the proceeds.
The table below shows a breakdown of the proposed use of the
proceeds from the Transactions:
Description |
Amount
(US$) |
Importation of solar equipment |
5,000,000 |
Importation of fruit processing
equipment |
3,450,000 |
Importation of materials for
refurbishments, upgrades and expansion |
10,000,000 |
Taxes (Capital Gains Tax and
Recoupment) |
1,200,000 |
Transaction costs |
350,000 |
Total |
20,000,000 |
6. Independent Financial Advisors’
Opinion
Having considered the proposed Transactions and based on
conditions set out in the Independent Financial Advisors’ Report on
the proposed Transactions, KPMG has concluded that nothing had come
to their attention to cause them to believe that the proposed
Transactions are not fair and reasonable to the Company and its
Shareholders.
7. Effects of the proposed
Transactions
7.1 Group structure before and after
the proposed Transactions
Group structure before the proposed Transactions
Group structure after the
proposed Transactions
See http://www.meiklesltd.com/ for structure charts
7.2 Effects of the proposed
Transactions on Meikles Limited’s Net Asset Value (“NAV”)
NAV |
before the
Transactions |
After the
Transactions |
NAV (ZWL) as at 31 March 2019 |
203,379,000 |
229,752,000 |
Number of shares currently in
issue |
261,064,590 |
261,064,590 |
NAV cents per share (ZWL) |
77.90 |
88.01 |
7.3 Effects of the proposed
Transactions on share capital structure
The proposed disposal Transactions have no effect on the share
capital structure of Meikles Limited.
7.4 Effects of the proposed
Transactions on shareholding structure
The consummation of the proposed Transactions will not change
the shareholding structure of Meikles Limited. As of 18 November 2019, being the Last Practicable Date
prior to the publication of this Circular, the Company’s abridged
shareholding appeared as shown in the table below:
Shareholder |
No. of
shares |
% |
1. Gondor Capital Limited |
122,903,771 |
47.08% |
2. Old Mutual Life Assurance Company
Zim Ltd |
20,280,408 |
7.77% |
3. Mega Market (Pvt) Ltd |
11,956,715 |
4.58% |
4. Stanbic Nominees (Pvt) Ltd –
A/C140043470003 |
10,169,037 |
3.90% |
5. Windward Capital (Pty) Ltd |
8,065,263 |
3.09% |
6. Messina Investments Ltd |
7,564,075 |
2.90% |
7. London Register-Meikles Africa
Limited |
4,556,899 |
1.75% |
8. Stanbic Nominees (Pvt) Ltd – NNR
–A/C 1400434700 |
4,223,288 |
1.61% |
9. Meikles Consolidated Holdings
(Pvt) Ltd |
4,158,319 |
1.59% |
10. Old Mutual Zimbabwe Limited |
4,006,665 |
1.53% |
Sub-total (top 10) |
197,884,440 |
75.80% |
Other |
63,180,150 |
24.20% |
Grand total |
261,064,590 |
100.00% |
Source: ZB
7.5 Financial impact
The pro-forma financial position of Meikles Limited showing the
impact of the Disposals is set out below:
See http://www.meiklesltd.com/ for financial information
Notes:
- Represents the audited consolidated statement of financial
position of Meikles Limited as at 31 March
2019.
- Represents the effects of the proposed Transactions and related
transaction costs.
- Represents the unaudited consolidated pro-forma statement of
financial position after the effects of the disposal
Transactions.
Assumptions and basis of
preparation:
- The pro-forma statement of financial position has been prepared
on the assumption that the proposed Transactions occurred on
31 March 2019; and
- The exact accounting effect of the proposed Transactions will
be shown in the audited financial statements of Meikles Limited for
the year ended 31 March 2020.
Notes:
- Represents the audited consolidated statement of profit or loss
and other comprehensive income of Meikles Limited for the financial
year ended 31 March 2019.
- Represents the effects of the proposed Transactions and related
transaction costs.
- Represents the unaudited consolidated pro-forma statement of
profit or loss and other comprehensive income after the effects of
the proposed Transactions.
Assumptions and basis of
preparation:
- The pro-forma statement of profit or loss and other
comprehensive income has been prepared on the assumption that the
proposed Transactions occurred during the financial year ended
31 March 2019; and
- The exact accounting effect of the proposed Transactions will
be shown in the audited financial statements of Meikles Limited for
the year ended 31 March 2020.
7.6 Tax impact of the proposed Transactions
Save for applicable Capital Gains Taxes and corporate income
taxes in the books of Meikles Hospitality for the capital gains and
recoupment of capital allowance to be realised through the
Disposals, the proposed Transactions have no immediate tax impact
in the hands of Shareholders.
8. Costs of the proposed
Transactions
The costs for the proposed Transactions are expected to amount
to approximately US$350,000 which
relate to various advisory, accounting, regulatory as well as
advertising, printing and postage charges.
9. Implications of not implementing
the Transactions
For the Group to continue operating the Hotel, the upgrade and
replacement of electro mechanical and plumbing infrastructure,
which are now decades old and in dire need of attention, should
commence immediately. In addition, refurbishment of South Wing
bedrooms is long overdue. The Group will have to immediately raise
foreign currency funds to finance the upgrades and
refurbishments.
10. Prospects of Meikles Limited
The make-up of the Group from a revenue and cash flow generation
perspective would not change materially following the Disposal.
However, everything else being equal, the profitability of the
Group will increase by the extent of the interest savings. In
addition, a positive working capital position coupled with a debt
and interest free financial position would increase internally
generated cash resources and open affordable external funding
options.
These developments together with ongoing strategies to
restructure and reposition the Group in the current ZWL environment
are expected to unlock value for Shareholders.
Tanganda Tea Company and the Group’s immovable property
portfolio will provide the much-needed value preservation backbone
in this environment. On the other hand, the supermarkets segment is
expected to continue positively generating reasonable local cash
flow and profit which, in the absence of finance charges, the Group
expects to start contributing cash flow towards giving back to
Shareholders as dividends.
The Company is still expecting receipt of the debt owed by the
Government and remains optimistic that the debt will be eventually
settled. Receipt of the debt will provide additional funds to
capitalise the remaining operations thereby unlocking Shareholder
value.
Overall, the remaining operations of the Group still have the
critical mass and balanced diversity to preserve and deliver
returns to Shareholders despite the challenges affecting businesses
in Zimbabwe.
11. Conditions Precedent
The proposed Transactions are subject to the following
Conditions Precedent to the extent required by Directors, the ZSE
Listings Requirements or Zimbabwean laws and regulations:
- the approval by a simple majority of the Members of Meikles
Limited of the transaction resolutions at the Extraordinary General
Meeting to be held on Friday, 13 December
2019 in terms of the EGM Notice;
- the cancellation of any securities registered against the
Meikles Hotel immovable and movable properties to be completed
either prior to, or simultaneously with transfer;
- the settlement of Capital Gains Tax within 30 days of the date
of the assessments duly issued by ZIMRA; and
- approval of the Disposals to a foreign investor by the Reserve
Bank of Zimbabwe and further
approval from Exchange Control Authorities to receive the proceeds
of the Disposals in a ring fenced foreign currency account under
the control of the Company to be utilised as set out in section 5
of this Abridged as well as in the full Circular or any other
mechanism that safeguards the proceeds in foreign currency to the
satisfaction of the Directors.
12. Regulatory issues
12.1 ZSE approval
This Abridged Circular is issued in compliance with the ZSE
Listings Requirements. The ZSE Listings Committee on 31 October 2019 approved the publication and
distribution of this Abridged as well as the full Circular and the
terms of the proposed Transactions. A copy of the approval letter
from the ZSE Listings Committee is available for inspection by
Shareholders ahead of the Extraordinary General Meeting at the
registered office of the Company.
13. Financial information on Meikles
Limited
The audited abridged historical financial statements of Meikles
Limited for the year ended 31 March
2019 are set out below:
See http://www.meiklesltd.com/ for financial information
14. Material agreements
As at the date of issue of this Abridged Circular, Meikles
Limited has entered into a Business Sale and Purchase Agreement, a
Memorandum of Agreement for the Sale and Purchase of Immovable
Property, and an exclusive License Agreement in respect of the
proposed Transactions. Copies of the aforementioned agreements are
available for inspection ahead of the EGM.
15. Borrowings
In terms of the Company’s Articles, the Directors shall not
allow the borrowings of Meikles Limited to exceed at any time,
twice the value of the funds attributable to the Shareholders.
The level of borrowings of Meikles Limited as of the Last
Practicable Date did not exceed the limit set in terms of the
Company's Articles.
16. Working capital adequacy statement
The Directors after considering the effects of the proposed
Transactions, are of the opinion that the working capital available
to the Company and the Group after the proposed Transactions will
be sufficient for present requirements for at least the next 12
months from the date of issue of this abridged Circular.
17. Dividend policy
The Company’s policy is to declare dividends as set out in the
Articles which generally provides that the Directors may from time
to time pay dividends to members where the Company’s performance
can justify such a distribution subject to ratification by
Shareholders at a General Meeting. No dividend shall be payable
except out of the profits of the Company and no dividend shall
carry interest against the Company.
The Board has been passing dividends in recent years until the
just ended financial year when the Board declared an interim
dividend and final dividend amounting to ZWL0,0887 per share.
18. Litigation statement
There are no legal or arbitration proceedings, pending or
threatened, of which Meikles Limited or any of its subsidiaries
(including Meikles Hospitality) are aware, that may have or have
had a material effect on the financial position of Meikles Limited
in the 12-month period preceding the Last Practicable Date.
19. Expert consents
Invictus Securities, Knight Frank, Integrated Properties, EPG,
Corporate Excellence, ZB, St. James Corporate Services, Deloitte,
KPMG and Wintertons have consented in writing to act in the
capacities stated in this Circular and to their names and reports
being stated and reproduced in this Circular and have not withdrawn
their consents prior to the date of issue of this Abridged as well
as the full Circular.
20. Documents available for
inspection
The following documents or certified copies thereof, are
available for inspection at the Registered Offices of Meikles
Limited at 90 Speke Avenue, Harare
in Zimbabwe during normal business
hours, on week days until the date of the EGM:
- the Memorandum and Articles of Association of Meikles
Limited;
- the Business Sale and Purchase Agreement between Meikles
Hospitality and ASB Hospitality Zimbabwe;
- the Memorandum of Agreement for the Sale and Purchase of
Immovable Property between Meikles Hospitality and ASB Hospitality
Zimbabwe;
- Addendums to the Business Sale and Purchase Agreement and the
Memorandum of Agreement for the Sale and Purchase Agreement of
Immovable Property between Meikles Hospitality and ASB Hospitality
Zimbabwe;
- Exclusive License Agreement between Meikles Hospitality and ASB
Hospitality Zimbabwe;
- the Annual Reports containing the audited financial statements
of Meikles Limited for the 5-year period ended 31 March 2019;
- the 5-year period ended 31 March
2019 statutory financial statements of Meikles Hospitality
showing the segmental financial information of Meikles Hotel;
- the Accountant’s Reports on the historical and pro-forma
financial information of Meikles Limited;
- the Independent Business Valuation Reports on Meikles
Hotel;
- the Independent Professional Property Valuers’ Reports on
Meikles Hotel land and buildings;
- the Independent Fair and Reasonable Opinion on the proposed
Transactions;
- the ZSE Listings Committee approval letter for the issuance of
this abridged as well as the full Circular;
- the RBZ Exchange Control conditional approval letter for the
proposed Disposals;
- the letter from the Competition and Tarriff Commission
approving the proposed Transactions;
- the copy of the full Circular signed by the Directors; and
- the Expert Consents.
21. Directors’ recommendations
The Board of Directors has considered the terms and conditions
of the proposed Transactions and having also considered the fair
and reasonable opinion by the Independent Financial Advisors in
relation to the proposed Transactions, is of the opinion that the
terms and conditions thereof are fair and reasonable to Meikles
Limited Shareholders. Accordingly, the Board recommends to Meikles
Limited Shareholders that they vote in favour of the resolutions to
be considered at the Extraordinary General Meeting giving effect to
the proposed Transactions.
The Directors will collectively vote in favour of the individual
resolutions to approve the proposed Transactions at the EGM in
respect of their own shareholdings.
22. Directors’ responsibility
statement
The Directors of Meikles Limited, collectively and individually
accept full responsibility for the accuracy of the information
provided in this abridged as well as the full Circular and certify
that, to the best of their knowledge and belief, there are no other
facts the omission of which make any statement in this abridged as
well as the full Circular false or misleading, that they have made
all reasonable enquiries to ascertain such facts (where
applicable), and that this abridged as well as the full Circular
contains all information required by law.
23. Important dates and
information
|
Event |
Date |
|
Notice of Meikles
Limited EGM published |
Friday,
22 November 2019 |
|
Abridged Circular to
Meikles Limited Shareholders published |
Friday,
22 November 2019 |
|
Circular to Meikles
Limited Shareholders posted |
Friday,
22 November 2019 |
|
Last day of lodging
Proxy Forms (at 1030 hours) |
Wednesday, 11 December 2019 |
|
Meikles Limited EGM
(at 1030 hours) |
Friday,
13 December 2019 |
|
Publication of EGM
resolution results |
Friday,
20 December 2019 |
|
Completion
of Conditions Precedent and consummation of disposal |
By 29
February 2020 |
Notes |
- All times indicated above and elsewhere in this Abridged
Circular are Zimbabwean standard times.
|
- If the Extraordinary General Meeting is adjourned or postponed,
Forms of Proxy submitted in respect of the EGM will remain valid in
respect of any adjournment or postponement thereof.
- If the Transactions are approved by Meikles Limited
Shareholders at the EGM, update announcements will be made on
progress regarding the completion of any outstanding Conditions
Precedent.
|
|
|
|
MEIKLES LIMITED
(Incorporated in Zimbabwe under
company registration number 1/37)
Directors: J. R. T.
Moxon (Executive Chairman), K. Ncube
(Executive Director), J. A. Mushore
(Non-Executive Director), R.
Chidembo (Non-Executive Director)
Registered Address: 90 Speke
Avenue, Harare, Zimbabwe
NOTICE OF
EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an Extraordinary General
Meeting of members of Meikles Limited will be held at Parklands, 26
Greenhithe Lane, Borrowdale, Harare on Friday, 13
December 2019 at 1030 hours. Members will be asked to
consider, and if deemed fit, to pass with or without modification,
the resolutions set out below:
AS ORDINARY RESOLUTIONS:
1. Exchange Control approval
“That the Directors obtain approval from Exchange Control
Authorities to receive the proceeds of the Disposals in resolutions
2 and 3 below in a ring fenced foreign currency account under the
control of the Company to be utilised as set out in section 5 of
this Abridged Circular as well as Full Circular or any other
mechanism that safeguards the proceeds in foreign currency to the
satisfaction of the Directors.”
2. Disposal of the Meikles Hotel
Immovable Property
“That in terms of Article 119 of the Company’s Articles of
Association, and subject to the passing of resolution 1 above, the
Directors be and are hereby authorised to dispose of the Meikles
Hotel Immovable Property, being land and buildings located on Stand
17600 Harare Township, corner Jason Moyo Avenue and Third Street,
Harare, Zimbabwe, to ASB
Hospitality (Zimbabwe) (Private)
Limited for a gross consideration of US$16.2
million payable in United
States dollars.”
3. Disposal of the Meikles Hotel
Business and Related Hotel Assets
“That in terms of Article 119 of the Company’s Articles of
Association and subject to the passing of resolutions 1 and 2
above, the Directors be and are hereby authorised to dispose of the
Meikles Hotel Business and Related Hotel Assets to ASB Hospitality
(Zimbabwe) (Private) Limited for a
gross consideration of US$3.8 million
payable in United States
dollars.”
4. Directors’ authority to give effect
to the above resolution
“That the Directors of the Company be and are hereby authorised
to do any and all such things as may generally be required or
necessary to give effect to the above Resolutions.”
BY ORDER OF THE BOARD |
22 November 2019 |
Company Secretary
Meikles Limited
90 Speke Avenue
P.O. Box 3598
Harare,
Zimbabwe
PROXY FORM
Members are notified that they are
entitled to appoint one or more proxies who need not be a member of
the Company, to act in their alternative, to attend, speak and vote
in his/her stead at the EGM. Proxies must be lodged at the
Registered Office of the Company at least forty-eight hours before
the meeting.
I/We_________________________________________________________________________
(Name in block letters)
Of
_____________________________________________________________________________
Being the holder of _____________________________________
Shares in the Company hereby appoint
1._____________________________ of
_____________________________________ or failing him/her
2._____________________________ of
_____________________________________ or failing him/her
3. the Chairman of the EGM.
As my/our proxy to act for me/us at the EGM for the purpose of
considering and, if deemed fit, passing, with or without
modification, the resolutions to be proposed thereat, and at each
adjournment or postponement thereof, and to vote for and/or against
the resolutions and/or abstain from voting in respect of the shares
in the issued share capital of the Company registered in my/our
name (see note 2) in accordance with the following
instructions:
RESOLUTIONS |
ORDINARY
RESOLUTIONS |
For |
Against |
Abstain |
1.
Exchange Control Approval
“That the Directors obtain approval from Exchange Control
Authorities to receive the proceeds of the Disposals in resolutions
2 and 3 below in a ring fenced foreign currency account under the
control of the Company to be utilised as set out in section 5 of
this Abridged Circular as well as the Full Circular or any other
mechanism that safeguards the proceeds in foreign currency to the
satisfaction of the Directors.” |
|
|
|
2.
Disposal of the Meikles Hotel Immovable Property
“That in terms of Article 119 of the Company’s Articles of
Association and subject to the passing of resolution 1 above, the
Directors be and are hereby authorised to dispose of the Meikles
Hotel Immovable Property, being land and buildings located on Stand
17600 Harare Township, Corner Jason Moyo Avenue and Third Street,
Harare, Zimbabwe, to ASB Hospitality (Zimbabwe) (Private) Limited
for a gross consideration of US$16.2 million payable in United
States dollars.” |
|
|
|
3.
Disposal of the Meikles Hotel Business and Related Hotel
Assets
“That in terms of Article 119 of the Company’s Articles of
Association and subject to the passing of resolution 1 and 2 above,
the Directors be and are hereby authorised to dispose of the
Meikles Hotel Business and Related Hotel Assets to ASB Hospitality
(Zimbabwe) (Private) Limited for a gross consideration of US$3.8
million payable in United States dollars.” |
|
|
|
4.
Directors’ authority to give effect to the above resolution
“That the Directors of the Company be and are hereby authorised to
do any and all such things as may generally be required or
necessary to give effect to the above Resolutions.” |
|
|
|
Every Meikles Limited Shareholder present in person or
represented by proxy and entitled to vote at the EGM will be
entitled to one vote per Meikles Limited share held by such Meikles
Limited Shareholder. The Chairman of Meikles Limited has elected to
call for a poll regarding the voting at the EGM.
Signed at _______________ on
_____________________________________________2019
Signature(s)__________________________________________________________________
Assisted by me
_______________________________________________________________
Full name(s) of signatory/ies if signing in a representative
capacity (see note 2). (PLEASE USE BLOCK LETTERS).
NOTES TO THE FORM OF PROXY
INSTRUCTIONS FOR SIGNING AND LODGING
THIS FORM OF PROXY
1. A Shareholder may insert the name of a proxy or the names of
two alternative proxies of the Shareholder’s choice in the space
provided, with or without deleting “the Chairman of the EGM”, but
any such deletion must be initialed by the Shareholder. The person
whose name appears first on the form of proxy will, unless his/her
name has been deleted, be entitled to act as proxy to the exclusion
of those whose names follow.
2. A Shareholder’s instructions to the proxy must be indicated
by the insertion of the relevant number of votes exercisable by
that Shareholder in the appropriate space/s provided as well as by
means of a cross whether the Shareholder wishes to vote, for,
against or abstain from the resolutions. Failure to comply with the
above will be deemed to authorize the proxy to vote or abstain from
voting at the EGM as he/she deems fit in respect of the entire
Shareholder’s votes exercisable thereat. A Shareholder or his/her
proxy is not obliged to use all the votes exercisable by the
Shareholder or by his/her proxy, or cast them in the same way.
3. A deletion of any printed matter and the completion of any
blank spaces need not be signed or initialed. Any alteration
or correction must be initialed by the signatory/ies.
4. The Chairman shall be entitled to decline to accept the
authority of a person signing the proxy form:
- under a power of attorney
- on behalf of a company unless that person’s power of attorney
or authority is deposited at the offices of the Company’s transfer
secretaries, or the registered office of the Company by 1030 hours
Wednesday, 11 December 2019.
5. If two or more proxies attend the meeting then that person
attending the meeting whose name appears first on the proxy form
and whose name is not deleted, shall be regarded as the validly
appointed proxy.
6. When there are joint holders of shares, any one holder may
sign the form of proxy. In the case of joint holders, the senior
who tenders a vote will be accepted to the exclusion of other joint
holders. Seniority will be determined by the order in which names
stand in the register of members.
7. The completion and lodging of this form of proxy will not
preclude the member who grants this proxy form from attending the
EGM and speaking and voting in person thereat to the exclusion of
any proxy appointed in terms hereof should such member wish to do
so.
8. In order to be effective, completed proxy forms must reach
the Company’s transfer secretaries or the registered office of the
Company by 1030 hours Wednesday, 11 December
2019.
9. Please ensure that name(s) of the member(s) on the form of
proxy and the voting form are the same as those on the share
register.
10. Please be advised that the number of votes a member is
entitled to will be determined by the number of shares recorded on
the Share Register by 1600 hours on Thursday, 12 December 2019.
ZIMBABWE OFFICE OF THE TRANSFER SECRETARIES
ZB Transfer Secretaries
21 Natal Road
Avondale
Harare, Zimbabwe
Tel: +263-4-242 759 660/9
Email: rmutakwa@zb.co.zw |
REGISTERED OFFICE OF THE COMPANY
Company Secretary
Tabani Mpofu
Meikles Limited
90 Speke Avenue
P.O. Box 3598
Harare, Zimbabwe
Email: tmpofu@meikleslimited.co.zw |