31 Aug - 5 min read

Distribution of circular and notice regarding redomicile of Lighthouse to Malta, voluntary withdrawal from SEM

Distribution of circular and notice regarding redomicile of Lighthouse to Malta, voluntary withdrawal from SEM

LIGHTHOUSE CAPITAL LIMITED
(Incorporated in the Republic of Mauritius on 14 August 2014)
(Registration number: C124756 C1/GBL)
SEM share code: GFP.N0000
JSE share code: LTE
ISIN: MU0461N00015
LEI: 549300UG27SWRF0X2U62
("Lighthouse" or the "Company")


DISTRIBUTION OF CIRCULAR AND NOTICE OF MEETING WITH REGARD TO THE PROPOSED REDOMICILE OF LIGHTHOUSE TO MALTA 
AND A VOLUNTARY WITHDRAWAL FROM THE OFFICIAL MARKET OF THE STOCK EXCHANGE OF MAURITIUS LTD


1. DISTRIBUTION OF CIRCULAR
   Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited
   ("JSE") ("SENS") on 26 July 2021 regarding, inter alia, the proposed redomicile of Lighthouse to Malta and a
   voluntary withdrawal from the Official Market of the Stock Exchange of Mauritius Ltd ("SEM") (the "Proposals"),
   and are advised that the circular in this regard (the "Circular") has been distributed to shareholders today, Tuesday,
   31 August 2021. Copies of the Circular may also be obtained from the Company's JSE Sponsor, Java Capital Trustees
   and Sponsors Proprietary Limited, 6th Floor, 1 Park Lane, Wierda Valley, Sandton, Johannesburg, South Africa, and
   from the Company Secretary, Intercontinental Trust Limited, Level 3, Alexander House, 35 Cybercity, Ebene 72201,
   Mauritius from Tuesday, 31 August 2021 until the date of the general meeting convened in terms of the notice of
   general meeting attached to and forming part of the Circular, being Wednesday, 29 September 2021. The Circular is
   also available on the Company’s website at www.lighthousecapital.mu/circulars.

2. NOTICE OF MEETING
   Notice is hereby given that a general meeting of Lighthouse shareholders (the "General Meeting") will be held at
   10:00 SA time / 12:00 Mauritian time on Wednesday, 29 September 2021 for the purposes of considering, and if
   deemed fit, passing with or without modification, the resolutions required to approve the Proposals. Salient dates and
   times with regard to the General Meeting and the Proposals are included in the tables below:

    For shareholders on the South African Register
                                                                                                                2021
      Announcement relating to proposed SEM Delisting released on SENS                               Monday, 26 July
      Record date to receive the Circular                                                          Friday, 20 August
      Circular issued to Shareholders                                                             Tuesday, 31 August
      Announcement relating to the issue of the Circular and notice of General
      Meeting released on SENS                                                                    Tuesday, 31 August
      Last day to trade on the JSE in order to be eligible to participate in and vote at
      the General Meeting                                                                       Monday, 20 September
      Record date in order to vote at the General Meeting                                     Thursday, 23 September
      Last day to lodge forms of proxy for the General Meeting with the Company
      Secretary, by no later than 10:00                                                         Monday, 27 September
      General Meeting of Shareholders at 10:00                                               Wednesday, 29 September
      Results of the General Meeting released on SENS                                        Wednesday, 29 September
      Lighthouse withdrawn from the SEM (subject to the approval of the SEM)                      Friday, 29 October

Notes
1. All dates and times in the table above are local dates and times in South Africa. The above dates and times are
   subject to change. Any changes will be released on SENS.
2. Transfers of Shares between sub-registers in South Africa and Mauritius may not take place after Tuesday,
   28 September 2021.
3. Share certificates may not be dematerialised or rematerialised after Tuesday, 28 September 2021.

For shareholders on the Mauritian Register
                                                                                                                2021
Announcement relating to proposed SEM Delisting released on the SEM
website                                                                                              Monday, 26 July
Record date to receive the Circular                                                                Friday, 20 August
Circular issued to Shareholders                                                                   Tuesday, 31 August
Announcement relating to the issue of the Circular and notice of General
Meeting released on the SEM website                                                               Tuesday, 31 August
Last day to trade on the SEM in order to be eligible to participate in and vote
at the General Meeting                                                                         Tuesday, 21 September
Record date in order to vote at the General Meeting                                             Friday, 24 September
Last day to lodge forms of proxy for the General Meeting with the Company
Secretary, by no later than 12:00                                                               Monday, 27 September
General Meeting of Shareholders at 12:00                                                     Wednesday, 29 September
Results of the General Meeting released on the SEM website                                   Wednesday, 29 September
Opening of Buy-back Offer                                                                          Monday, 4 October
Closing of Buy-back Offer                                                                         Friday, 22 October
Release of announcement – results of the Buy-back Offer                                           Monday, 25 October
Buy-back of shares takes place on                                                                 Monday, 25 October
Settlement of the Buy-back Consideration                                                        Thursday, 28 October
Issue of share certificates to Shareholders on the Mauritian Register who did
not elect the Buy-back Offer                                                                    Thursday, 28 October
Lighthouse withdrawn from the SEM (subject to the approval of the SEM)                            Friday, 29 October

Notes
1. All dates and times in the table above are local dates and times in Mauritius. The above dates and times are
   subject to change. Any changes will be released on the SEM website.
2. Transfers of Shares between sub-registers in South Africa and Mauritius may not take place after Tuesday,
   28 September 2021.
3. Share certificates may not be dematerialised or rematerialised after Tuesday, 28 September 2021.

3. BUY-BACK OFFER
   As communicated in the announcement released on 26 July 2021, in terms of the SEM Delisting and subject to
   requisite approval of Shareholders at the General Meeting, the Company will offer those Shareholders holding shares
   on the Mauritian share register an election with regard to either accepting a Buy-back Offer or rematerialising their
   shares and holding their shares in certificated form subsequent to the SEM Delisting.

   Accordingly, Shareholders are hereby advised that an Explanatory Statement, prepared in accordance with the
   Mauritian Securities (Purchase of Own Shares) Rules 2008, containing further details pertaining to the proposed Buy-
   back Offer (including, inter alia, the maximum number of shares the Company is offering to repurchase, the Buy-
   back period and the Buy-back price) has been included as Annexure 1 to the Circular.

Lighthouse has primary listings on both the Official Market of the SEM and the Main Board of the JSE.

Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings as in the Circular.

By order of the Board
31 August 2021

     JSE sponsor and corporate             SEM authorised representative
              advisor                               and sponsor                            Company Secretary
            Java Capital                         Perigeum Capital                      Intercontinental Trust Ltd
        Tel: +27 11 722 3050                    Tel: +230 402 0890                        Tel: +230 403 0800

This notice is issued pursuant to SEM Listing Rule 11.3 and Rule 5(1) of the Securities (Disclosure Obligations of
Reporting Issuers) Rules 2007. The Board accepts full responsibility for the accuracy of the information in this
announcement.

Date: 31-08-2021 05:05:00
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