BY MELODY CHIKONO
AFRICAN Sun Limited (ASL) yesterday laid out a road map for the dramatic takeover of stocks held by a minority of Dawn Properties Limited (DPL) shareholders who have turned down the giant’s ambition for full control.
Zimbabwe’s largest leisure chain made the offer last year.
Under the deal, ASL offered to acquire all issued ordinary shares in DPL based on one ordinary share for every 3,988075946 DPL shares to execute the complete takeover of the property operation.
Over 91% of DPL shareholders took up the ASL offer, leaving about 9% clinging to their stock, according to an ASL statement released yesterday, giving remaining shareholders a final chance to agree or face the courts.
Titled Acquire, Tag Along — Drag Along and Squeeze Out in Terms of the Provisions of the Companies and Other Business Entities Act (COBE), the ASL note gave minorities 30 days to comply or be “squeezed” out.
“Pursuant to the original offer, DPL shareholders holding 2 237 443 354 ordinary shares in DPL, representing 91,06% of the DPL issued ordinary shares accepted the original offer and surrendered their shares to ASL,” the Zimbabwe Stock Exchange-listed hospitality outfit said in the fresh offer.
“DPL shareholders holding 219 728 754 ordinary shares in DPL, representing 8,94% of the DPL issued ordinary shares did not accept the original offer. In terms of section 238 (1) of the Companies and Other Business Entities Act, ASL hereby notifies the holders of the remaining shares of its intention to acquire the remaining shares, on the same terms that applied to the shares whose holders accepted the original offer . . . Holders of the remaining shares are hereby notified of ASL’s intention to, within a period of 120 days from the date of this notice, squeeze out any such remaining shares whose holders shall not have accepted the original offer. In this regard, ASL shall apply to the Harare Magistrates’ Court for an order whose ultimate effect would be to entitle ASL to acquire all such remaining shares on the same terms that applied to the shares whose holders accepted the original offer, on the expiry of the notice contemplated in section 238(2) of the COBE,” the notice said.
ASL and DPL are not new to confrontations.
About seven years ago, a rift between the two firms drifted into limelight after ASL flexed its muscle and increased shareholding in DPL following a dispute over rentals.
DPL had threatened to evict ASL.
Apparently, DPL was established by ASL at the turn of the century to manage the properties that house its hotels.
The strategy was to give the hotel group a chance to concentrate on its hospitality operations.
DPL operates some of the country’s best leisure properties, including Monomotapa Hotel, Elephant Hills Resort and Conference Centre, Great Zimbabwe Hotel and Caribbea Bay Resort inKariba.
They all house ASL operations.
Follow Melody on Twitter