An extraordinary general meeting held in the capital Harare approved two major resolutions effectively completing the voting process.
The resolutions were made amid reports that the deal was under investigation by markets regulator, Security Exchange Commission and concerns that minority shareholders will be prejudiced as shares are being sold below prevailing market rates.
In terms of the proposal, the entire issued ordinary shares of Dawn will be acquired in exchange for an issuance of the African Sun Limited ordinary shares listed on the Zimbabwe Stock Exchange through issuance of one African Sun ordinary share for every 3,988075746 Dawn ordinary shares held, company secretary Markus de Klerk said in a circular on results of the extraordinary general meeting (EGM).
“Shareholders are advised that all resolutions put to the vote at the EGM of shareholders of Dawn Properties Limited held on October 19, 2020 were passed,” de Klerk said.
The first resolution was that the proposed transaction being the offer made by African Sun to acquire up to 1,005 of the issued share capital of Dawn by means of a share swap through the issuance of 616,126,718 new African Sun ordinary shares to Dawn shareholders at a swap ratio of one African Sun ordinary share for every 3,988,075,946 Dawn ordinary shares.
The resolution clearly specified that Dawn shareholders who accept the offer will become shareholders in African Sun and Dawn may become a subsidiary of African Sun.
The second resolution was in respect of directors’ authorisation and empowerment to take all steps and actions to give effect to the first ordinary resolution and to implement the transaction including signing all resolutions and agreements for the purpose.
Both resolutions sailed through with a 91% vote inclusive of Arden Capital Limited’s votes and 86% exclusive of Arden Capital Limited’s votes, respectively.
Arden Capital, formerly Brainworks, is the majority shareholder in Dawn with just under 52% shareholding.
Dawn owns hotels that are being leased by African Sun.
African Sun is also controlled by Arden Capital.
Dawn recently announced plans to terminate its listing on the Zimbabwe Stock Exchange (ZSE).
In a half year results statement for 2020, Dawn said the board received an offer from African Sun Limited to acquire 100% of the issued shares of Dawn in May this year.
African Sun has stated that upon completion of this transaction, Dawn will be delisted from the ZSE.