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
("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
1.1. 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
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
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
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.