26 Jul - 4 min read

Proposed redomicile of Lighthouse to Malta, listing on Malta Stock Exchange and voluntary withdrawal from SEM

Proposed redomicile of Lighthouse to Malta, listing on Malta Stock Exchange and 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")


PROPOSED REDOMICILE OF LIGHTHOUSE TO MALTA, THE LISTING OF THE COMPANY ON THE MALTA STOCK EXCHANGE 
AND A VOLUNTARY WITHDRAWAL FROM THE OFFICIAL MARKET OF THE STOCK EXCHANGE OF MAURITIUS LTD


1.     INTRODUCTION
1.1.   Lighthouse was established in Mauritius and listed on the Official Market of the Stock Exchange of
       Mauritius Ltd (the "SEM") on 30 January 2015 and on the Alternative Exchange of the JSE Limited (the
       "AltX") on 27 November 2015. The Company's AltX listing was migrated to the Main Board of the JSE
       Limited ("JSE") on 29 March 2017.
1.2.   The Company is a hybrid property investment company that strives to deliver both capital and distribution
       growth to its shareholders by investing in European direct property assets, as well as globally in listed real
       estate and infrastructure securities.

2.     RATIONALE FOR THE REDOMICILE AND WITHDRAWAL FROM THE SEM
2.1.   Lighthouse has recently identified investment opportunities within Europe which are in line with the stated
       investment strategy of the Company as disclosed in paragraph 1.2 above. In order to effectively pursue these
       investment opportunities, as well as improve access to European capital markets, the Board has resolved to
       redomicile the Company to a European jurisdiction, being Malta, (the “Redomicile”) and to proceed with a
       voluntary withdrawal from the Official Market of the SEM (the “Delisting”). It is expected that the Delisting
       will be completed on or around 25 October 2021.
2.2.   The JSE Main Board listing will be retained, and the Company intends applying for a dual listing on the
       Malta Stock Exchange ("MSE").

3.     THE BUY-BACK OFFER
3.1.   More than 99% of Lighthouse shareholders currently hold their shares on the Company's South African
       share register, with a small number of shareholders holding their shares on its Mauritian share register.
3.2.   As a consequence of the Delisting, the Company will offer those shareholders holding their shares on the
       Mauritian share register, an election with regard to either accepting a buy-back offer (the "Buy-back Offer")
       or rematerialising their shares and subsequent to the Delisting and holding their shares in certificated form.
       Shares can, however, only be traded in electronic format, and any shareholders holding shares in certificated
       form will be required to dematerialise those shares onto either the South African share register or the Maltese
       share register (once the listing on the MSE has been implemented) prior to being able to trade in their shares.
3.3.   The Buy-back Offer will be made to shareholders holding their shares on the Mauritian share register at a
       price determined by the Company. The Explanatory Statement will contain further details in this regard.
3.4.   Shareholders holdings their shares on the Mauritian share register who do not make an election, will be
       deemed not to have accepted the Buy-back Offer and will continue to hold their Lighthouse shares in
       certificated form.
3.5.   Disclosure required in terms of the Mauritian Securities (Purchase of Own Shares) Rules 2008 with regard to
       the Buy-back Offer will be attached (in the form of an Explanatory Statement) to a circular to be posted to
       shareholders on or about Wednesday, 25 August 2021 (the "Circular"). The Explanatory Statement will also
       contain the timetable for the Buy-back Offer.

4.     ADOPTION OF AN INTERIM CONSTITUTION
4.1.   Lighthouse's current constitution contains a number of references to the SEM and SEM Listing Rules. As the
       Delisting will be effective prior to the Redomicile, Lighthouse will require an interim constitution which
       contains no references to the SEM or SEM Listing Rules, which interim constitution will be applicable from
       the date of the general meeting of shareholders until the effective date of the Redomicile.
4.2.   Further information in this regard will be included in the Circular.

5.     ADOPTION OF A NEW MEMORANDUM OF INCORPORATION AND ARTICLES OF ASSOCIATION
5.1.   In order to redomicile to Malta, Lighthouse is required to adopt a new memorandum of incorporation and
       articles of association, which constitutional documents must be in compliance with the Companies Act of
       Malta (Cap. 386).
5.2.   Further information in this regard will be included in the Circular.

6.     CIRCULAR TO SHAREHOLDERS
       The Circular, containing a notice of general meeting, together with the required information and disclosures
       with regard to the Redomicile, the Delisting, the Buy-back Offer, the listing on the MSE, the adoption of an
       interim constitution and the adoption of a new memorandum of incorporation and articles of association is in
       the process of being prepared and is expected to be distributed to Lighthouse shareholders on or about
       Wednesday, 25 August 2021.

The Company currently has primary listings on both the Official Market of the SEM and the Main Board of the
JSE.

By order of the Board
26 July 2021



                                            SEM authorised representative
            JSE sponsor                               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 the JSE Listings Requirements, SEM Listing Rules 11.3 and Rule 5(1) of the Securities
(Disclosure Obligations of Reporting Issuers) Rules 2007. The Board of Directors of the Company accepts full responsibility
for the accuracy of the information contained in this announcement.

Date: 26-07-2021 05:35:00
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