TIDMMIK
THIS ABRIDGED CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Abridged Circular is neither a prospectus nor an invitation to the public
to subscribe for shares in Meikles Limited ("the Company" or "the Group"), but
is a document issued in compliance with the Zimbabwe Stock Exchange ("ZSE")
Listings Requirements, to inform Meikles Limited Shareholders of the proposed
Transactions whose terms and conditions are fully set out in this Abridged
Circular.
Action required:
* Shareholders of Meikles Limited are invited to attend the Extraordinary
General Meeting ('EGM'), convened in terms of the Notice to Shareholders
contained herein, to be held at 1030 hours on Friday, 13 December 2019 at
Parklands, 26 Greenhithe Lane, Borrowdale, Harare, Zimbabwe;
* Shareholders of Meikles Limited who are unable to attend the EGM, but wish
to be represented thereat should complete and sign the Form of Proxy
provided at the end of this Abridged Circular and return to the Company
Secretary by 1030 hours on Wednesday, 11 December 2019;
* Shareholders of Meikles Limited may attend the EGM in person,
notwithstanding the completion and return of the Form of Proxy;
* If you are in any doubt as to the action you should take, please consult
your stockbroker, banker, accountant or other professional advisor
immediately; and
* If you no longer hold any shares in Meikles Limited, you should send this
Abridged Circular as soon as possible to the stockbroker, bank or other
agent through whom the sale of your shareholding in Meikles Limited was
executed for onward delivery to the purchaser or transferee of your shares.
MEIKLES LIMITED
(Incorporated in Zimbabwe under company registration number 1/37)
ABRIDGED CIRCULAR TO MEIKLES LIMITED SHAREHOLDERS
Regarding the proposed disposal of the Harare Meikles hotel business and
immovable property including the related furniture, plant and equipment
commonly known as Meikles Hotel for a total consideration of US$20 million
INCORPORATING: A NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Lead Financial Independent Financial Independent Property Sponsoring Brokers
Advisors Advisors Valuers
Invictus Securities
Corporate Excellence KPMG Knight Frank (Member of the ZSE)
Financial Advisory Integrated Properties
Services (Private) (Private) Limited
Limited EPG Global Real Estate
Independent Legal Advisors Zimbabwe Transfer London Corporate
Reporting Secretaries Advisors
Accountants & Wintertons Legal
Auditors Practitioners ZB Transfer St James's Corporate
Secretaries (Private) Services Limited
Deloitte Limited
DATE OF ISSUE: 22 NOVEMBER 2019
This abridged Circular as well as the full Circular are only available in
English. Copies of the full Circular are available at the Registered Offices of
the Company and can also be downloaded www.meiklesltd.com
1. Background
Meikles Limited ("Meikles" or "the Company" or "the Group") is an investment
holding company incorporated in 1892 with a dual listing on the Zimbabwe Stock
Exchange "ZSE" (primary listing) and the London Stock Exchange "LSE" (secondary
listing). The main activities of the Group span into agriculture, retail
trading and hospitality. Meikles Hotel is part of the hospitality segment.
Meikles Hotel requires substantial mordenisation of guest facilities as well as
electro mechanical and plumbing infrastructure to restore it to a 5-star hotel
by international standards. Major upgrades of hotels require foreign currency
denominated long term capital. Initial estimates indicate that up to US$30
million is required to bring Meikles Hotel to a 5-star property by
international standards.
Against the foregoing background and taking into account the current and
projected performance of the Hotel as well as the volatile economic
environment, the Directors have concluded that the Hotel as well as the Group
do not have the capacity to carry the level of foreign currency denominated
debt required to fund the refurbishment.
In view of the foreign currency funding needs of Meikles Hotel and the
financial risks of spending a less substantial sum on refurbishment, the
Directors are proposing to disinvest from the city hotel business. It is the
Directors' view that it is best for the future of the Hotel to place its
development in the hands of skilled international hotel operators with the
capacity to undertake the requisite refurbishments on the Hotel.
2. The proposed Transactions
Subject to regulatory and Shareholder approval, the Board is proposing that the
Group makes the following disposals to ASB Hospitality (Zimbabwe) (Private)
Limited:
a. the disposal of the Hotel Business and related Hotel Assets of Meikles
Hotel as a going concern for a total consideration of US$3.8 million; and
b. the disposal of the immovable property that is the Meikles Hotel building
in Harare for a total consideration of US$16.2 million.
3. Terms of the proposed Transactions
Set out below are the salient features of the arm's length negotiated and
agreed terms of the two connected disposals:
3.1 The Hotel Business and related Hotel Assets disposal
Item Terms
a) Purchaser * ASB Hospitality (Zimbabwe) (Private) Limited
b) Purchase Price * US$3.8 million, plus Value Added Tax ("VAT") to the
extent applicable
* Payable in full in United States dollars 5 days prior
to the Effective Date.
c) Hotel Employees * All Hotel employees as of the Effective Date shall be
taken over by the Purchaser together with the Hotel
Business and related Hotel Assets in terms of Section
16 of the Labour Act (Chapter 28:11).
* Employee liabilities up to the Effective Date shall
remain for the account of Meikles Hospitality.
* Should the Purchaser wish to make any Hotel employees
redundant after the Effective Date, all related costs,
including length of service awards, shall be the sole
cost, responsibility and liability of the Purchaser.
d) Sellers' * All loans, claims and liabilities of any nature, known
Liabilities and unknown, accrued or pro-rated, in respect of the
Hotel Business, up to the Effective Date shall remain
for the account of Meikles Hospitality.
e) Intellectual * An initial use for a period of five years with an
Property Licence option to renew, of the name Meikles Hotel and
associated logos, restaurant and bars' names, the
intellectual property relating to the Hotel Business,
registered or in the process of registration, or
unregistered, in any part of the world, in the name of
the Licensor, and shall include all patents,
inventions, restaurant naming rights, know-how, trade
secrets, confidentiality agreements and confidential
information, trademarks, service marks, logos,
corporate names and copyrights for, including
applications for registration of any of the foregoing
which relate to the Hotel Business.
f) Other * Hotel Business and related Hotel Assets being sold
voetstoots.
3.2 The Hotel Building disposal
Item Terms
a) Purchaser * ASB Hospitality (Zimbabwe) (Private) Limited
b) Purchase Price * US$16.2 million, plus any applicable VAT.
* Payable in United States dollars as follows:
+ US$2 million within 15 (fifteen) days
from written demand by the Seller; and
+ balance, US$14.2 million all or any part
thereof upon the earlier of the
cancellation of all charges registered
against the Property or 180 (one hundred
and eighty) days from the Effective
Date.
c) Capital Gains Tax * For the Seller's account on assessment by
the Zimbabwe Revenue Authority ("ZIMRA").
d) Transfer costs * For the Purchaser's account.
e) Other * Sold voetstoots but free of any
encumbrances, charges or security interests.
NB: The Board assessed and is satisfied with ASB Hospitality Zimbabwe's
capacity to fulfil the terms of the proposed Transactions, including the US$20
million combined purchase price.
It should also be noted that the previous carrying value of Meikles Hotel
(US$26.7 million) was higher than the subsequent independent property
valuations undertaken in April 2019 and August 2019.
4. Rationale for the proposed Transactions
The principal rationale for the proposed Transactions is that the Group does
not want foreign currency exposure related to borrowings to fund the required
refurbishment of Meikles Hotel to bring it to a five star property by
international standards. Initial estimates indicate that up to US$30 million is
required for the substantial modernisation of guest facilities as well as
electro mechanical and plumbing to restore the Hotel to international
standards. Accordingly the Board believes that it is best for the future
development of the Hotel to be placed in the hands of skilled international
hotel operators with the capacity to undertake the requisite refurbishments of
the Hotel.
5. Use of proceeds
There are opportunities for value creation in other segments of the Group,
which will be compatible with the financial strategy of the Group. Exploitation
of these opportunities will coincide with the timing of the receipt of the
proceeds.
The table below shows a breakdown of the proposed use of the proceeds from the
Transactions:
Description Amount (US$)
Importation of solar equipment 5,000,000
Importation of fruit processing equipment 3,450,000
Importation of materials for refurbishments, upgrades 10,000,000
and expansion
Taxes (Capital Gains Tax and Recoupment) 1,200,000
Transaction costs 350,000
Total 20,000,000
6. Independent Financial Advisors' Opinion
Having considered the proposed Transactions and based on conditions set out in
the Independent Financial Advisors' Report on the proposed Transactions, KPMG
has concluded that nothing had come to their attention to cause them to believe
that the proposed Transactions are not fair and reasonable to the Company and
its Shareholders.
7. Effects of the proposed Transactions
7.1 Group structure before and after the proposed Transactions
Group structure before the proposed Transactions
Group structure after the proposed Transactions
See http://www.meiklesltd.com/ for structure charts
7.2 Effects of the proposed Transactions on Meikles Limited's Net Asset Value
("NAV")
NAV before the After the Transactions
Transactions
NAV (ZWL) as at 31 March 203,379,000 229,752,000
2019
Number of shares currently 261,064,590 261,064,590
in issue
NAV cents per share (ZWL) 77.90 88.01
7.3 Effects of the proposed Transactions on share capital structure
The proposed disposal Transactions have no effect on the share capital
structure of Meikles Limited.
7.4 Effects of the proposed Transactions on shareholding structure
The consummation of the proposed Transactions will not change the shareholding
structure of Meikles Limited. As of 18 November 2019, being the Last
Practicable Date prior to the publication of this Circular, the Company's
abridged shareholding appeared as shown in the table below:
Shareholder No. of shares %
1. Gondor Capital Limited 122,903,771 47.08%
2. Old Mutual Life Assurance Company Zim Ltd 20,280,408 7.77%
3. Mega Market (Pvt) Ltd 11,956,715 4.58%
4. Stanbic Nominees (Pvt) Ltd - A/ 10,169,037 3.90%
C140043470003
5. Windward Capital (Pty) Ltd 8,065,263 3.09%
6. Messina Investments Ltd 7,564,075 2.90%
7. London Register-Meikles Africa Limited 4,556,899 1.75%
8. Stanbic Nominees (Pvt) Ltd - NNR -A/C 4,223,288 1.61%
1400434700
9. Meikles Consolidated Holdings (Pvt) Ltd 4,158,319 1.59%
10. Old Mutual Zimbabwe Limited 4,006,665 1.53%
Sub-total (top 10) 197,884,440 75.80%
Other 63,180,150 24.20%
Grand total 261,064,590 100.00%
Source: ZB
7.5 Financial impact
The pro-forma financial position of Meikles Limited showing the impact of the
Disposals is set out below:
See http://www.meiklesltd.com/ for financial information
Notes:
1. Represents the audited consolidated statement of financial position of
Meikles Limited as at 31 March 2019.
2. Represents the effects of the proposed Transactions and related transaction
costs.
3. Represents the unaudited consolidated pro-forma statement of financial
position after the effects of the disposal Transactions.
Assumptions and basis of preparation:
* The pro-forma statement of financial position has been prepared on the
assumption that the proposed Transactions occurred on 31 March 2019; and
* The exact accounting effect of the proposed Transactions will be shown in
the audited financial statements of Meikles Limited for the year ended 31
March 2020.
Notes:
1. Represents the audited consolidated statement of profit or loss and other
comprehensive income of Meikles Limited for the financial year ended 31
March 2019.
2. Represents the effects of the proposed Transactions and related transaction
costs.
3. Represents the unaudited consolidated pro-forma statement of profit or loss
and other comprehensive income after the effects of the proposed
Transactions.
Assumptions and basis of preparation:
* The pro-forma statement of profit or loss and other comprehensive income
has been prepared on the assumption that the proposed Transactions occurred
during the financial year ended 31 March 2019; and
* The exact accounting effect of the proposed Transactions will be shown in
the audited financial statements of Meikles Limited for the year ended 31
March 2020.
7.6 Tax impact of the proposed Transactions
Save for applicable Capital Gains Taxes and corporate income taxes in the books
of Meikles Hospitality for the capital gains and recoupment of capital
allowance to be realised through the Disposals, the proposed Transactions have
no immediate tax impact in the hands of Shareholders.
8. Costs of the proposed Transactions
The costs for the proposed Transactions are expected to amount to approximately
US$350,000 which relate to various advisory, accounting, regulatory as well as
advertising, printing and postage charges.
9. Implications of not implementing the Transactions
For the Group to continue operating the Hotel, the upgrade and replacement of
electro mechanical and plumbing infrastructure, which are now decades old and
in dire need of attention, should commence immediately. In addition,
refurbishment of South Wing bedrooms is long overdue. The Group will have to
immediately raise foreign currency funds to finance the upgrades and
refurbishments.
10. Prospects of Meikles Limited
The make-up of the Group from a revenue and cash flow generation perspective
would not change materially following the Disposal. However, everything else
being equal, the profitability of the Group will increase by the extent of the
interest savings. In addition, a positive working capital position coupled with
a debt and interest free financial position would increase internally generated
cash resources and open affordable external funding options.
These developments together with ongoing strategies to restructure and
reposition the Group in the current ZWL environment are expected to unlock
value for Shareholders.
Tanganda Tea Company and the Group's immovable property portfolio will provide
the much-needed value preservation backbone in this environment. On the other
hand, the supermarkets segment is expected to continue positively generating
reasonable local cash flow and profit which, in the absence of finance charges,
the Group expects to start contributing cash flow towards giving back to
Shareholders as dividends.
The Company is still expecting receipt of the debt owed by the Government and
remains optimistic that the debt will be eventually settled. Receipt of the
debt will provide additional funds to capitalise the remaining operations
thereby unlocking Shareholder value.
Overall, the remaining operations of the Group still have the critical mass and
balanced diversity to preserve and deliver returns to Shareholders despite the
challenges affecting businesses in Zimbabwe.
11. Conditions Precedent
The proposed Transactions are subject to the following Conditions Precedent to
the extent required by Directors, the ZSE Listings Requirements or Zimbabwean
laws and regulations:
a. the approval by a simple majority of the Members of Meikles Limited of the
transaction resolutions at the Extraordinary General Meeting to be held on
Friday, 13 December 2019 in terms of the EGM Notice;
b. the cancellation of any securities registered against the Meikles Hotel
immovable and movable properties to be completed either prior to, or
simultaneously with transfer;
c. the settlement of Capital Gains Tax within 30 days of the date of the
assessments duly issued by ZIMRA; and
d. approval of the Disposals to a foreign investor by the Reserve Bank of
Zimbabwe and further approval from Exchange Control Authorities to receive
the proceeds of the Disposals in a ring fenced foreign currency account
under the control of the Company to be utilised as set out in section 5 of
this Abridged as well as in the full Circular or any other mechanism that
safeguards the proceeds in foreign currency to the satisfaction of the
Directors.
12. Regulatory issues
12.1 ZSE approval
This Abridged Circular is issued in compliance with the ZSE Listings
Requirements. The ZSE Listings Committee on 31 October 2019 approved the
publication and distribution of this Abridged as well as the full Circular and
the terms of the proposed Transactions. A copy of the approval letter from the
ZSE Listings Committee is available for inspection by Shareholders ahead of the
Extraordinary General Meeting at the registered office of the Company.
13. Financial information on Meikles Limited
The audited abridged historical financial statements of Meikles Limited for the
year ended 31 March 2019 are set out below:
See http://www.meiklesltd.com/ for financial information
14. Material agreements
As at the date of issue of this Abridged Circular, Meikles Limited has entered
into a Business Sale and Purchase Agreement, a Memorandum of Agreement for the
Sale and Purchase of Immovable Property, and an exclusive License Agreement in
respect of the proposed Transactions. Copies of the aforementioned agreements
are available for inspection ahead of the EGM.
15. Borrowings
In terms of the Company's Articles, the Directors shall not allow the
borrowings of Meikles Limited to exceed at any time, twice the value of the
funds attributable to the Shareholders.
The level of borrowings of Meikles Limited as of the Last Practicable Date did
not exceed the limit set in terms of the Company's Articles.
16. Working capital adequacy statement
The Directors after considering the effects of the proposed Transactions, are
of the opinion that the working capital available to the Company and the Group
after the proposed Transactions will be sufficient for present requirements for
at least the next 12 months from the date of issue of this abridged Circular.
17. Dividend policy
The Company's policy is to declare dividends as set out in the Articles which
generally provides that the Directors may from time to time pay dividends to
members where the Company's performance can justify such a distribution subject
to ratification by Shareholders at a General Meeting. No dividend shall be
payable except out of the profits of the Company and no dividend shall carry
interest against the Company.
The Board has been passing dividends in recent years until the just ended
financial year when the Board declared an interim dividend and final dividend
amounting to ZWL0,0887 per share.
18. Litigation statement
There are no legal or arbitration proceedings, pending or threatened, of which
Meikles Limited or any of its subsidiaries (including Meikles Hospitality) are
aware, that may have or have had a material effect on the financial position of
Meikles Limited in the 12-month period preceding the Last Practicable Date.
19. Expert consents
Invictus Securities, Knight Frank, Integrated Properties, EPG, Corporate
Excellence, ZB, St. James Corporate Services, Deloitte, KPMG and Wintertons
have consented in writing to act in the capacities stated in this Circular and
to their names and reports being stated and reproduced in this Circular and
have not withdrawn their consents prior to the date of issue of this Abridged
as well as the full Circular.
20. Documents available for inspection
The following documents or certified copies thereof, are available for
inspection at the Registered Offices of Meikles Limited at 90 Speke Avenue,
Harare in Zimbabwe during normal business hours, on week days until the date of
the EGM:
* the Memorandum and Articles of Association of Meikles Limited;
* the Business Sale and Purchase Agreement between Meikles Hospitality and
ASB Hospitality Zimbabwe;
* the Memorandum of Agreement for the Sale and Purchase of Immovable Property
between Meikles Hospitality and ASB Hospitality Zimbabwe;
* Addendums to the Business Sale and Purchase Agreement and the Memorandum of
Agreement for the Sale and Purchase Agreement of Immovable Property between
Meikles Hospitality and ASB Hospitality Zimbabwe;
* Exclusive License Agreement between Meikles Hospitality and ASB Hospitality
Zimbabwe;
* the Annual Reports containing the audited financial statements of Meikles
Limited for the 5-year period ended 31 March 2019;
* the 5-year period ended 31 March 2019 statutory financial statements of
Meikles Hospitality showing the segmental financial information of Meikles
Hotel;
* the Accountant's Reports on the historical and pro-forma financial
information of Meikles Limited;
* the Independent Business Valuation Reports on Meikles Hotel;
* the Independent Professional Property Valuers' Reports on Meikles Hotel
land and buildings;
* the Independent Fair and Reasonable Opinion on the proposed Transactions;
* the ZSE Listings Committee approval letter for the issuance of this
abridged as well as the full Circular;
* the RBZ Exchange Control conditional approval letter for the proposed
Disposals;
* the letter from the Competition and Tarriff Commission approving the
proposed Transactions;
* the copy of the full Circular signed by the Directors; and
* the Expert Consents.
21. Directors' recommendations
The Board of Directors has considered the terms and conditions of the proposed
Transactions and having also considered the fair and reasonable opinion by the
Independent Financial Advisors in relation to the proposed Transactions, is of
the opinion that the terms and conditions thereof are fair and reasonable to
Meikles Limited Shareholders. Accordingly, the Board recommends to Meikles
Limited Shareholders that they vote in favour of the resolutions to be
considered at the Extraordinary General Meeting giving effect to the proposed
Transactions.
The Directors will collectively vote in favour of the individual resolutions to
approve the proposed Transactions at the EGM in respect of their own
shareholdings.
22. Directors' responsibility statement
The Directors of Meikles Limited, collectively and individually accept full
responsibility for the accuracy of the information provided in this abridged as
well as the full Circular and certify that, to the best of their knowledge and
belief, there are no other facts the omission of which make any statement in
this abridged as well as the full Circular false or misleading, that they have
made all reasonable enquiries to ascertain such facts (where applicable), and
that this abridged as well as the full Circular contains all information
required by law.
23. Important dates and information
Event Date
Notice of Meikles Limited EGM published Friday, 22 November 2019
Abridged Circular to Meikles Limited Shareholders Friday, 22 November 2019
published
Circular to Meikles Limited Shareholders posted Friday, 22 November 2019
Last day of lodging Proxy Forms (at 1030 hours) Wednesday, 11 December
2019
Meikles Limited EGM (at 1030 hours) Friday, 13 December 2019
Publication of EGM resolution results Friday, 20 December 2019
Completion of Conditions Precedent and consummation of By 29 February 2020
disposal
Notes
* All times indicated above and elsewhere in this Abridged Circular are
Zimbabwean standard times.
* If the Extraordinary General Meeting is adjourned or postponed, Forms of
Proxy submitted in respect of the EGM will remain valid in respect of any
adjournment or postponement thereof.
* If the Transactions are approved by Meikles Limited Shareholders at the
EGM, update announcements will be made on progress regarding the completion
of any outstanding Conditions Precedent.
MEIKLES LIMITED
(Incorporated in Zimbabwe under company registration number 1/37)
Directors: J. R. T. Moxon (Executive Chairman), K. Ncube (Executive Director),
J. A. Mushore (Non-Executive Director), R. Chidembo (Non-Executive Director)
Registered Address: 90 Speke Avenue, Harare, Zimbabwe
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of members of
Meikles Limited will be held at Parklands, 26 Greenhithe Lane, Borrowdale,
Harare on Friday, 13 December 2019 at 1030 hours. Members will be asked to
consider, and if deemed fit, to pass with or without modification, the
resolutions set out below:
AS ORDINARY RESOLUTIONS:
1. Exchange Control approval
"That the Directors obtain approval from Exchange Control Authorities to
receive the proceeds of the Disposals in resolutions 2 and 3 below in a ring
fenced foreign currency account under the control of the Company to be utilised
as set out in section 5 of this Abridged Circular as well as Full Circular or
any other mechanism that safeguards the proceeds in foreign currency to the
satisfaction of the Directors."
2. Disposal of the Meikles Hotel Immovable Property
"That in terms of Article 119 of the Company's Articles of Association, and
subject to the passing of resolution 1 above, the Directors be and are hereby
authorised to dispose of the Meikles Hotel Immovable Property, being land and
buildings located on Stand 17600 Harare Township, corner Jason Moyo Avenue and
Third Street, Harare, Zimbabwe, to ASB Hospitality (Zimbabwe) (Private) Limited
for a gross consideration of US$16.2 million payable in United States dollars."
3. Disposal of the Meikles Hotel Business and Related Hotel Assets
"That in terms of Article 119 of the Company's Articles of Association and
subject to the passing of resolutions 1 and 2 above, the Directors be and are
hereby authorised to dispose of the Meikles Hotel Business and Related Hotel
Assets to ASB Hospitality (Zimbabwe) (Private) Limited for a gross
consideration of US$3.8 million payable in United States dollars."
4. Directors' authority to give effect to the above resolution
"That the Directors of the Company be and are hereby authorised to do any and
all such things as may generally be required or necessary to give effect to the
above Resolutions."
BY ORDER OF THE BOARD 22 November 2019
Company Secretary
Meikles Limited
90 Speke Avenue
P.O. Box 3598
Harare, Zimbabwe
PROXY FORM
Members are notified that they are entitled to appoint one or more proxies who
need not be a member of the Company, to act in their alternative, to attend,
speak and vote in his/her stead at the EGM. Proxies must be lodged at the
Registered Office of the Company at least forty-eight hours before the meeting.
I/We_________________________________________________________________________
(Name in block letters)
Of
_____________________________________________________________________________
Being the holder of _____________________________________ Shares in the
Company hereby appoint
1._____________________________ of _____________________________________ or
failing him/her
2._____________________________ of _____________________________________ or
failing him/her
3. the Chairman of the EGM.
As my/our proxy to act for me/us at the EGM for the purpose of considering and,
if deemed fit, passing, with or without modification, the resolutions to be
proposed thereat, and at each adjournment or postponement thereof, and to vote
for and/or against the resolutions and/or abstain from voting in respect of the
shares in the issued share capital of the Company registered in my/our name
(see note 2) in accordance with the following instructions:
RESOLUTIONS
ORDINARY RESOLUTIONS For Against Abstain
1. Exchange Control Approval
"That the Directors obtain approval from Exchange Control
Authorities to receive the proceeds of the Disposals in
resolutions 2 and 3 below in a ring fenced foreign currency
account under the control of the Company to be utilised as
set out in section 5 of this Abridged Circular as well as
the Full Circular or any other mechanism that safeguards
the proceeds in foreign currency to the satisfaction of the
Directors."
2. Disposal of the Meikles Hotel Immovable Property
"That in terms of Article 119 of the Company's Articles of
Association and subject to the passing of resolution 1
above, the Directors be and are hereby authorised to
dispose of the Meikles Hotel Immovable Property, being land
and buildings located on Stand 17600 Harare Township,
Corner Jason Moyo Avenue and Third Street, Harare,
Zimbabwe, to ASB Hospitality (Zimbabwe) (Private) Limited
for a gross consideration of US$16.2 million payable in
United States dollars."
3. Disposal of the Meikles Hotel Business and Related Hotel
Assets
"That in terms of Article 119 of the Company's Articles of
Association and subject to the passing of resolution 1 and
2 above, the Directors be and are hereby authorised to
dispose of the Meikles Hotel Business and Related Hotel
Assets to ASB Hospitality (Zimbabwe) (Private) Limited for
a gross consideration of US$3.8 million payable in United
States dollars."
4. Directors' authority to give effect to the above
resolution
"That the Directors of the Company be and are hereby
authorised to do any and all such things as may generally
be required or necessary to give effect to the above
Resolutions."
Every Meikles Limited Shareholder present in person or represented by proxy and
entitled to vote at the EGM will be entitled to one vote per Meikles Limited
share held by such Meikles Limited Shareholder. The Chairman of Meikles Limited
has elected to call for a poll regarding the voting at the EGM.
Signed at _______________ on _____________________________________________2019
Signature(s)__________________________________________________________________
Assisted by me _______________________________________________________________
Full name(s) of signatory/ies if signing in a representative capacity (see note
2). (PLEASE USE BLOCK LETTERS).
NOTES TO THE FORM OF PROXY
INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY
1. A Shareholder may insert the name of a proxy or the names of two alternative
proxies of the Shareholder's choice in the space provided, with or without
deleting "the Chairman of the EGM", but any such deletion must be initialed by
the Shareholder. The person whose name appears first on the form of proxy will,
unless his/her name has been deleted, be entitled to act as proxy to the
exclusion of those whose names follow.
2. A Shareholder's instructions to the proxy must be indicated by the insertion
of the relevant number of votes exercisable by that Shareholder in the
appropriate space/s provided as well as by means of a cross whether the
Shareholder wishes to vote, for, against or abstain from the resolutions.
Failure to comply with the above will be deemed to authorize the proxy to vote
or abstain from voting at the EGM as he/she deems fit in respect of the entire
Shareholder's votes exercisable thereat. A Shareholder or his/her proxy is not
obliged to use all the votes exercisable by the Shareholder or by his/her
proxy, or cast them in the same way.
3. A deletion of any printed matter and the completion of any blank spaces need
not be signed or initialed. Any alteration or correction must be initialed by
the signatory/ies.
4. The Chairman shall be entitled to decline to accept the authority of a
person signing the proxy form:
i. under a power of attorney
ii. on behalf of a company unless that person's power of attorney or authority
is deposited at the offices of the Company's transfer secretaries, or the
registered office of the Company by 1030 hours Wednesday, 11 December 2019.
5. If two or more proxies attend the meeting then that person attending the
meeting whose name appears first on the proxy form and whose name is not
deleted, shall be regarded as the validly appointed proxy.
6. When there are joint holders of shares, any one holder may sign the form of
proxy. In the case of joint holders, the senior who tenders a vote will be
accepted to the exclusion of other joint holders. Seniority will be determined
by the order in which names stand in the register of members.
7. The completion and lodging of this form of proxy will not preclude the
member who grants this proxy form from attending the EGM and speaking and
voting in person thereat to the exclusion of any proxy appointed in terms
hereof should such member wish to do so.
8. In order to be effective, completed proxy forms must reach the Company's
transfer secretaries or the registered office of the Company by 1030 hours
Wednesday, 11 December 2019.
9. Please ensure that name(s) of the member(s) on the form of proxy and the
voting form are the same as those on the share register.
10. Please be advised that the number of votes a member is entitled to will be
determined by the number of shares recorded on the Share Register by 1600 hours
on Thursday, 12 December 2019.
ZIMBABWE OFFICE OF THE TRANSFER SECRETARIES
ZB Transfer Secretaries
21 Natal Road
Avondale
Harare, Zimbabwe
Tel: +263-4-242 759 660/9
Email: rmutakwa@zb.co.zw
REGISTERED OFFICE OF THE COMPANY
Company Secretary
Tabani Mpofu
Meikles Limited
90 Speke Avenue
P.O. Box 3598
Harare, Zimbabwe
Email: tmpofu@meikleslimited.co.zw
END
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