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Firm intention offer by Safari to repurchase all of its issued shares by way of a scheme of arrangement
SAFARI INVESTMENTS RSA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2000/015002/06)
Approved as a REIT by the JSE Limited
Share code: SAR
ISIN Number: ZAE000188280
("Safari" or "the Company")
ANNOUNCEMENT OF THE FIRM INTENTION OFFER BY SAFARI TO REPURCHASE ALL OF ITS ISSUED SHARES BY WAY
OF A SCHEME OF ARRANGEMENT, SAVE FOR SHARES HELD BY EXCLUDED SHAREHOLDERS
1. INTRODUCTION
1.1. Shareholders are hereby advised that the board of directors of Safari ("Board") has
resolved to make a firm offer to Safari shareholders ("Shareholders") to acquire its entire
issued ordinary share capital ("Shares"), excluding any Shares held by Heriot REIT Limited
("Heriot") through its wholly owned subsidiaries, Heriot Properties Proprietary Limited
("Heriot Properties") and Thibault REIT Limited ("Thibault") (collectively "Heriot Group")
and Shares held by Thabong Shopping Centre Proprietary Limited ("Thabong"), a wholly
owned subsidiary of Safari (collectively "the Excluded Shareholders"), for a cash
consideration of R8.00 or 800 cents per Share ("Scheme Consideration") by way of
scheme of arrangement in accordance with section 114(1)(e), read with section 115 of the
Companies Act, 71 of 2008, as amended ("Companies Act"), between Safari and its
Shareholders ("Scheme").
1.2. The Board has accordingly convened an independent board ("Independent Board") as
required by the regulations published in terms of section 120 of the Companies Act and set
out in Chapter 5 of the Companies Act ("Takeover Regulations"), which comprises Dr MT
Matshoba-Ramuedzisi, WJ Lategan and CR Dormehl, for purposes of evaluating the terms
and conditions of the Scheme and advising Shareholders thereon. Each of the
aforementioned board members are considered to be independent as contemplated in
regulation 108(8) of the Takeover Regulations and have the requisite knowledge to fulfil
their role as contemplated in regulation 109 of the Takeover Regulations.
1.3. Pursuant to paragraph 1.17(b) of the Listings Requirements of the JSE Limited ("JSE"), all
the Shares will be delisted from the main board of the JSE pursuant to the implementation
of the Scheme ("Delisting").
1.4. The implementation of the Scheme is subject to the fulfilment or waiver, as the case may
be, of the scheme conditions precedent as set out in paragraph 3.2 below
("Scheme Conditions Precedent").
1.5. The purpose of this firm intention announcement is to among others, advise Shareholders
of the terms and conditions of the Scheme ("Firm Intention Announcement").
2. RATIONALE FOR THE SCHEME
2.1. The Board's rationale for proposing the Scheme includes, among others -
2.1.1. Lack of liquidity – The Shares are highly illiquid, with only 1.4 million Shares, accounting
for less than 0.6% of the total Shares, being traded over the past 12 months. The Heriot
Group holds approximately a 59.20% interest in Safari. This concentrated ownership
results in limited trading activity in the Shares on the JSE and a small number of
institutional investors, which has contributed to the Shares trading at a sizeable discount
to net asset value. Given that the Heriot Group intends to retain or increase their
shareholding in Safari, no improvement in market liquidity or the discount to net asset
value is anticipated. Accordingly, the Scheme provides Shareholders with a liquidity
event through which they may realise their investment in Safari at a defined value;
2.1.2. Cost of maintaining a separate listing – Given the Heriot Group's control over Safari, the
cost of maintaining two listed entities within a single group structure is not justified. The
Delisting is expected to result in cost savings for Safari, including reductions in audit
fees, governance related expenses, and annual report costs, as well as the elimination
of recurring expenses such as annual JSE listing fees, sponsor fees and similar costs;
and
2.1.3. Change in strategy of Safari – Safari intends to adopt a development-focused strategy
going forward. This strategic shift will result in a reduced pay-out ratio of distributable
income, leading to lower distributions to Shareholders. Accordingly, the Scheme offers
Shareholders, who rely on regular distributions, a liquidity event through which they may
exit their investment in Safari in light of this change in strategy.
2.2. The Scheme Consideration represents a premium to the weighted average traded price of
the Shares on the JSE over the –
2.2.1. 120 business days preceding the date of publication of this Firm Intention
Announcement on the Stock Exchange News Service ("SENS") of 11.77%;
2.2.2. 60 business days preceding the date of publication of this Firm Intention Announcement
on SENS of 6.71%; and
2.2.3. 30 business days preceding the date of publication of this Firm Intention Announcement
on SENS of 2.71%.
3. SALIENT TERMS OF THE SCHEME
The Scheme constitutes an "affected transaction" as defined in section 117(1)(c)(iii) of the
Companies Act and, as such, the Scheme is regulated by the Companies Act and the Companies
Regulations, 2011 ("Companies Regulations").
3.1. Overview of the Scheme
3.1.1. Subject to the fulfilment or waiver (as the case may be) of the Scheme Conditions
Precedent, Safari will repurchase all of the Shares held by Shareholders on the record
date of the Scheme by way of a scheme of arrangement in terms of section 114(1)(e)
of the Companies Act. The Scheme will be proposed by the Board between Safari and
its Shareholders, save for the Excluded Shareholders ("being the "Scheme
Participants") in exchange for the Scheme Consideration.
3.1.2. With effect from the date on which the Scheme becomes operative ("Scheme Operative Date"):
3.1.2.1. the Scheme Participants (whether they voted in favour of the Scheme or not, or
abstained or refrained from voting) shall dispose of, and transfer their Shares
("Scheme Shares") (including all rights, interests and benefits attaching thereto) to
the Company on and with effect from the Scheme Operative Date; and
3.1.2.2. Scheme Participants shall be entitled to receive the Scheme Consideration, subject
to the remaining provisions as set out in the circular that will be distributed to
Shareholders in due course ("Circular").
3.1.3. Each Scheme Participant, irrevocably and in its place and stead, and for and on its
behalf, authorises Safari, as principal, with power of substitution, to cause the Scheme
Shares disposed of by Scheme Participants in terms of the Scheme to be transferred
to, and registered in the name of, Safari on or at any time after the Scheme Operative
Date, and to do all such things and take all such steps (including the signing of any
transfer form) as Safari in its discretion considers necessary in order to effect that
transfer and registration.
3.1.4. The Scheme Consideration shall be settled, in full, in accordance with the terms of the
Scheme without regard to any lien, right of set-off, counterclaim or other analogous right
to which Safari may otherwise be, or claim to be, entitled against a Scheme Participant.
3.1.5. The rights of the Scheme Participants to receive the Scheme Consideration will be rights
enforceable by Scheme Participants as against Safari only.
3.1.6. The effect of the Scheme will, inter alia, be that Safari will, with effect from the Scheme
Operative Date, become the beneficial owner of all the Scheme Shares, upon which
such Shares shall be immediately cancelled and have the status of authorised but
unissued shares. Safari shall have its Register updated accordingly. Upon the
implementation of the Scheme, Safari will become a wholly-owned subsidiary of Heriot,
through its subsidiaries.
3.1.7. As a consequence of the Scheme becoming operative, an application will be made to
the JSE for the Delisting.
3.2. Scheme Conditions Precedent
3.2.1. The Scheme is subject to the fulfilment or waiver, as the case may be, of the following
Scheme Conditions Precedent:
3.2.1.1. all approvals, consents or waivers from those South African regulatory authorities as
may be necessary for Safari to implement the Scheme, being the requisite approval
by the Financial Surveillance Department of the South African Reserve Bank or its
Authorised Dealer, as may be applicable, the Takeover Regulation Panel ("TRP")
(save for the issue of a compliance certificate in terms of section 121(b)(i) of the
Companies Act) and the JSE (save for the approval of the application to suspend
and terminate the listing, which is administrative in nature) being obtained
unconditionally or subject to such conditions as are acceptable to Safari;
3.2.1.2. all Shareholder approvals and/or resolutions as may be necessary to give effect to
the Scheme have been obtained, including, but not limited to, the special resolution
required to be approved by Shareholders in order to implement and give effect to
the Scheme as contemplated in terms of section 115(2)(a) of the Companies Act
("Scheme Resolution");
3.2.1.3. that, either:
3.2.1.3.1. no Shareholder (i) gives notice objecting to the Scheme Resolution in terms of
section 164(3) of the Companies Act, and (ii) votes against the Scheme
Resolution at the general meeting to be convened by Safari to approve the
Scheme Resolution and matters ancillary thereto ("General Meeting"); or
3.2.1.3.2. if any Shareholder gives notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act, and then votes against the
Scheme Resolution at the General Meeting, that no Shareholders exercise their
appraisal rights afforded to them under section 164 of the Companies Act, by
giving valid demands in terms of sections 164(5) to 164(8) of the Companies Act;
3.2.1.4. that to the extent required in terms of section 115(3)(a) of the Companies Act, the
court approves the implementation of the Scheme Resolution;
3.2.1.5. if any Person who voted against the Scheme Resolution applies to court for a review
of the resolutions to be approved by Shareholders at the General Meeting in terms
of section 115(3)(b) and section 115(6) of the Companies Act, that either:
3.2.1.5.1. leave to apply to court for any such review is refused; or
3.2.1.5.2. if leave is so granted, the court refuses to set aside the Scheme Resolution;
3.2.1.6. the Scheme Resolution is not withdrawn or treated as a nullity; and
3.2.1.7. no Material Adverse Change (as defined below) has occurred by the date on which
the last of the Scheme Conditions Precedent (other than this condition) has been
fulfilled or waived.
For purposes of this paragraph 3.2.1.7, the term "Material Adverse Change"
means – any event, change or circumstance (or any series or combination thereof)
that has occurred, or may reasonably be expected to occur which, individually or in
aggregate, will have, or is reasonably likely to have a material adverse change on
the business, operations, financial condition or prospects of Safari and/or a
subsidiary of Safari. For the purposes of this clause "materially adverse change"
shall mean anything that is expected to result in a reduction of at least 15% (fifteen
percent) in Safari's net asset value or distributable earnings when compared to
Safari's net asset value or distributable earnings as reflected in Safari's annual
financial statements for the year ended 30 June 2025, as determined by Safari's
auditor or an independent expert appointed by Safari within 3 days of Safari
becoming aware of any actual or potential material adverse change. A reduction in
net asset value or distributable earnings will be disregarded to the extent that it
results from:
- any event, change or circumstance which is temporary in nature or which is
covered by an insurance policy;
- changes in accounting standards; or.
- any fact of which Safari was aware prior to the date of the Firm Intention
Announcement, to the extent that the resulting impact was known or reasonably
expected to arise.
3.2.2. The deadline for fulfilment or waiver, as applicable, of the Scheme Conditions
Precedent is 31 December 2025.
3.2.3. Subject to any regulatory requirements as may be applicable, Safari will be entitled, in
its sole discretion, to extend the date for the fulfilment of the Scheme Conditions
Precedent by up to 60 days at a time. Any such extension will be announced on SENS.
3.2.4. In addition, Safari may waive the fulfilment of the Scheme Conditions Precedent set out
in paragraphs 3.2.1.3 and 3.2.1.7.
3.2.5. An announcement will be released on SENS as soon as possible after the (i) fulfilment,
or waiver, as applicable, of all of the Scheme Conditions Precedent or (ii) non-fulfilment
of any Scheme Condition Precedent.
3.3. TRP certificate
The Scheme will not become operative unless and until the TRP issues the compliance
certificate in terms of section 121(b)(i) of the Companies Act and regulation 102(13) of the
Companies Regulations. Should the TRP not issue the compliance certificate by 30 January
2026, the Scheme shall terminate and be of no force or effect. Safari will be entitled, in its
sole discretion, to extend the date for the issuance of the compliance certificate by the TRP
by up to 60 days at a time. Any such extension will be announced on SENS.
3.4. Scheme Consideration
In the event that the Scheme Conditions Precedent are fulfilled or waived, as applicable,
on or before the relevant date for fulfilment or waiver thereof and the Scheme becomes
operative, Scheme Participants will receive the Scheme Consideration.
3.5. Concert parties and required approvals for the Scheme
3.5.1. Safari is the offeror as such term is contemplated in the Companies Regulations. For
purposes of the Scheme, the following persons are considered to be, or are presumed
to be, 'acting in concert' with Safari in accordance with the relevant provisions of the
Companies Act and the regulations published in terms of section 120 of the Companies
Act and set out in Chapter 5 of the Companies Act ("Takeover Regulations")
(as applicable):
3.5.1.1. the Heriot Group (each an "Acquiring Party" and collectively the "Acquiring
Parties") and Thabong, by virtue of being Excluded Shareholders;
3.5.1.2. the directors of Safari, pursuant to the Companies Regulations;
3.5.1.3. Dream World Investments 77 Proprietary Limited, being a company controlled by
Dr PA Pienaar, that holds Shares and is presumed to be acting in concert with Safari
pursuant to the Companies Regulations;
3.5.1.4. the Nyeleti Investment Trust, being a trust of which Dr PA Pienaar is a beneficiary
and a trustee, that holds Shares and is presumed to be acting in concert with Safari
pursuant to the Companies Regulations;
3.5.1.5. the Ditikeni Trust, being a trust of which Dr MT Matshoba-Ramuedzisi is a trustee,
that holds Shares and is presumed to be acting in concert with Safari pursuant to
the Companies Regulations;
3.5.1.6. the Rika Venter Familie Trust, being a trust of which WL Venter is a beneficiary, that
holds Shares and is presumed to be acting in concert with Safari pursuant to the
Companies Regulations;
3.5.1.7. RK Venter, the mother of WL Venter, holds Shares and is presumed to be acting in
concert with Safari pursuant to the Companies Act by virtue of being related to WL
Venter;
3.5.1.8. AHJ Engelbrecht, the mother of DC Engelbrecht, holds Shares and is presumed to
be acting in concert with Safari pursuant to the Companies Act by virtue of being
related to DC Engelbrecht;
3.5.1.9. C Herring, the sister-in-law of RL Herring (a director of each of the Acquiring Parties)
and SB Herring (a director of Safari and Heriot), holds Shares and is presumed to
be acting in concert with Safari pursuant to the Companies Act by virtue of being
related or inter-related to RL Herring and SB Herring;
3.5.1.10. Pniyon Investments CC, being a close corporation controlled by JCB Herring, the
brother of RL Herring (a director of each of the Acquiring Parties) and SB Herring (a
director of Safari and Heriot), holds Shares and is presumed to be acting in concert
with Safari pursuant to the Companies Act by virtue of JCB Herring being related or
inter-related to RL Herring and SB Herring; and
3.5.1.11. the Acquiring Parties are companies controlled by Heriot Investments Proprietary
Limited, which in turn is controlled by The Gusi Trust, being a trust in which
SB Herring and his family are beneficiaries. The Acquiring Parties hold Shares and
are presumed to be acting in concert with Safari pursuant to the Companies Act and
Companies Regulations,
collectively hereinafter referred to as "Concert Parties".
3.5.2. Pursuant to section 115(2)(a) of the Companies Act, a scheme of arrangement in terms
of section 114(1)(e) of the Companies Act must be approved by a special resolution
adopted by shareholders entitled to exercise voting rights on such matter, at a meeting
called for that purpose. Without derogating from the quorum requirements set out in the
Company's memorandum of incorporation, at least 25% of the voting rights that are
entitled to be exercised must be present at the General Meeting. In terms of
section 115(4) of the Companies Act, any voting rights controlled by an acquiring party,
a person related to an acquiring party, or a person acting in concert with either of them,
must not be included in calculating the percentage of voting rights (a) required to be
present, or actually present, in determining whether the applicable quorum
requirements are satisfied; or (b) required to be voted in support of a resolution, or
actually voted in support of a special resolution.
3.5.2.1. In respect of the above, Heriot is considered to be an 'acquiring party' as such term
is defined under section 1 of the Companies Act (but it is not an offeror as such term
is contemplated in the Companies Regulations) and:
3.5.2.1.1. each of Heriot Properties and Thibault is related to Heriot, as such term is
contemplated in the Companies Act;
3.5.2.1.2. the directors of Heriot are presumed to be acting in concert with Heriot pursuant
to the Companies Regulations, however no directors of Heriot own any Shares; and
3.5.2.1.3. the directors of each of Heriot Properties and Thibault are presumed to be acting
in concert with each of Heriot Properties and Thibault, respectively, pursuant to
the Companies Regulations, however none of the directors of Heriot Properties
nor Thibault own any Shares.
3.5.3. Accordingly, the voting rights of the Acquiring Parties and the Concert Parties will not
be included in determining the quorum requirements or the affirmative approval of the
Scheme Resolution.
4. CLEAN OUT DISTRIBUTION
4.1. Subject to the Scheme becoming unconditional, and Shareholders approving the payment
of the clean out distribution in terms of section 126 of the Companies Act, Safari shall
declare and pay a clean out distribution equal to the greater of:
A
4.1.1. a pro rata roll-forward amount calculated with reference to Safari's half-yearly dividend
from its distributable income for the 6-month period ending 30 June 2025 (as announced
on SENS) for the period from 1 July 2025 until the Scheme Consideration record date,
calculated by the Safari board in accordance with the following formula:
A = (B / 183) * C)
where:
A = The clean out distribution per Share;
B = Safari's distribution per Share for the six months period from 1 January 2025 to 30
June 2025, as announced on SENS (being, 40 cents); and
C = The number of days from 1 July 2025 to the Scheme Consideration record date, both
days inclusive.
OR
B
4.1.2. an amount comprising of:
4.1.2.1. all of Safari's distributable income for the period from 1 July 2025 to 31 October
2025, both days inclusive ("First Calculation Period"), as determined by the Safari
board; plus
4.1.2.2. an amount for the remaining period, being from 1 November 2025 until the Scheme
Consideration record date, both days inclusive ("Second Calculation Period"),
calculated by the Safari board in accordance with the following formula:
A = (B / 123) * C
where:
A = The clean out distribution per Share;
B = The distribution per share for the First Calculation Period per paragraph 4.1.2.1;
C = The number of days in the Second Calculation Period.
4.2. In calculating the clean out distribution under calculation B, the Safari board shall have
regard, inter alia, to Safari's unaudited management accounts and, in respect of either
calculation, such professional advice as it considers appropriate in the circumstances.
4.3. All transaction costs relating to the Scheme shall be funded out of the available capital of
Safari, and not by reducing the distributable income upon which the clean out distribution
is based.
4.4. The clean out distribution will be declared on the basis that the clean out distribution record
date will occur at least 1 (one) business day prior to the Scheme Operative Date. It is
currently envisaged that the clean out distribution record date will be the Scheme
Consideration record date.
4.5. Save for the clean out distribution, Safari shall not be entitled to declare or effect any
distribution until after the earlier of the Scheme Operative Date or the Scheme having
terminated, as the case may be.
4.6. All Shareholders will participate in the clean out distribution. The declaration and payment
of the clean out distribution will not result in a reduction of the Scheme Consideration.
5. IMPACT ON SAFARI'S SHARE INCENTIVE SCHEME
5.1. Safari has in place a long-term incentive plan ("Share Incentive Scheme") whose
objectives include, among others, the alignment of employee and Shareholder interests,
promoting the creation of long-term Shareholder wealth by incentivising employees through
participation in Safari equity and the attraction and retention of talent in Safari.
5.2. Subject to the Scheme becoming unconditional, the nominations and remuneration
committee of the Board which is charged with the administration of all or part of the Share
Incentive Scheme, will exercise its discretion, granted to it pursuant to the rules of the
Share Incentive Scheme, to early settle all unvested rights of participants to acquire Shares
("Awards") granted to them under the Share Incentive Scheme. These unvested Awards
will be settled in cash prior to the record date of the Scheme, net of withholding applicable
taxes and in accordance with the terms as will be more fully detailed in the Circular.
6. GUARANTEE
6.1. The maximum aggregate number of Scheme Shares to be repurchased for the Scheme
Consideration will be 104 320 987 Scheme Shares, and accordingly the maximum
aggregate Scheme Consideration payable by Safari will be R834 567 896 (eight hundred
and thirty-four million five hundred and sixty-seven thousand eight hundred and ninety-six)
Rand.
6.2. Safari has procured a facility from The Standard Bank of South Africa Limited in respect of
the cash guarantee and has delivered to the TRP the cash guarantee, being an irrevocable,
unconditional bank guarantee (in conformity with regulations 111(4) and 111(5) of the
Takeover Regulations) in respect of the maximum possible Scheme Consideration.
7. IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings to vote in favour of the Scheme have been received from the
following Shareholders, representing in aggregate, 34.03% of the Shares that are eligible to
be voted at the General Meeting or any postponement or adjournment thereof. These
Shareholders have irrevocably undertaken to vote in favour of the resolutions to be proposed
at the General Meeting in respect of the following number of Shares held by them:
Shareholder Total number of Percentage of
shares held total Shares
eligible to vote at
the General
Meeting
Safarihold Proprietary Limited 6 499 416 6.57%
The Kyriacos Andrea Pashiou Trust 3 148 500 3.18%
P.E. Trust Nr 2 3 085 000 3.12%
Schuld Familietrust 2 900 000 2.93%
Hollyberry Props 48 Proprietary Limited 2 680 358 2.71%
IJ Trust 2 635 720 2.66%
The George Andreas Pashiou Trust 2 500 898 2.53%
T J Trust 2 471 059 2.50%
Feisty Barracuda Holdings Proprietary
Limited 2 216 857 2.24%
The Vasiliki Loizides Trust 2 140 625 2.16%
Feevos Andrea Pashiou Trust 2 039 451 2.06%
Fanus Kruger Trust 1 364 060 1.38%
Total 33 681 944 34.03%
Note: Calculated off 98 985 475 Shares eligible to vote at the General Meeting, excluding
treasury shares of 2 155 151 ("Treasury Shares") and Shares held by Concert Parties.
8. CONCERT PARTIES' AND ACQUIRING PARTIES' INTERESTS IN SAFARI SHARES
The direct and indirect interests of the Concert Parties and Acquiring Parties are set out below:
Shareholder Total number of Percentage of total
shares held issued share capital¹
Heriot Properties ² 125 397 168 49.05%
Thibault ² 25 952 710 10.15%
DC Engelbrecht 93 841 0.04%
WL Venter 32 819 0.01%
Dr PA Pienaar 87 000 0.03%
Dream World Investments 77
Proprietary Limited³ 2 340 113 0.92%
Ditikeni Trust 4 72 448 0.03%
Nyeleti Investment Trust 5 1 621 980 0.63%
Rika Venter Familie Trust 6 738 995 0.29%
RK Venter 7 23 347 0.01%
AHJ Engelbrecht 8 231 741 0.09%
C Herring 9 5 000 0.002%
Pniyon Investments CC 10 88 228 0.03%
Total 156 685 390 61.28%
Notes:
1. Calculated off 255 670 865 Shares in issue, which excludes the Treasury Shares, which are held by
Thabong.
2. The Acquiring Parties are presumed to be acting in concert with Safari by virtue of being Excluded
Shareholders. The Acquiring Parties are companies controlled by Heriot Investments Proprietary
Limited, which in turn is controlled by The Gusi Trust, being a trust in which SB Herring and his family
are beneficiaries. The Acquiring Parties are presumed to be acting in concert with Safari pursuant to
the Companies Act and Companies Regulations.
3. Dream World Investments 77 Proprietary Limited, is a company controlled by Dr PA Pienaar and is
presumed to be acting in concert with Safari pursuant to the Companies Regulations.
4. Ditikeni Trust, is a trust of which Dr MT Matshoba-Ramuedzisi is a trustee and is presumed to be
acting in concert with Safari pursuant to the Companies Regulations.
5. Nyeleti Investment Trust, is a trust of which Dr PA Pienaar is a beneficiary and a trustee, and is
presumed to be acting in concert with Safari pursuant to the Companies Regulations.
6. Rika Venter Familie Trust, is a trust of which WL Venter is a beneficiary and is presumed to be acting
in concert with Safari pursuant to the Companies Regulations.
7. RK Venter, the mother of WL Venter, is presumed to be acting in concert with Safari pursuant to the
Companies Act by virtue of being related to WL Venter.
8. AHJ Engelbrecht, the mother of DC Engelbrecht, is presumed to be acting in concert with Safari
pursuant to the Companies Act by virtue of being related to DC Engelbrecht.
9. C Herring, the sister-in-law of RL Herring (a director of each of the Acquiring Parties) and SB Herring
(a director of Safari and Heriot), is presumed to be acting in concert with Safari pursuant to the
Companies Act by virtue of being related or inter-related to RL Herring and SB Herring.
10. Pniyon Investments CC, being a closed corporation controlled by JCB Herring, the brother of RL
Herring (a director of each of the Acquiring Parties) and SB Herring (a director of Safari and Heriot),
is presumed to be acting in concert with Safari pursuant to the Companies Act by virtue of JCB
Herring being related or inter-related to RL Herring and SB Herring.
11. None of the directors of Heriot, the directors of Heriot Properties or the directors of Thibault hold any
Shares in Safari.
9. APPOINTMENT OF INDEPENDENT EXPERT AND INDEPENDENT BOARD OPINION AND
RECOMMENDATION
9.1. The Independent Board has appointed Moore Infinity Advisory Proprietary Limited as
required in terms of section 114(2) of the Companies Act and the Companies Regulations,
to issue an opinion dealing with the matters set out in sections 114(2) and 114(3) of the
Companies Act and regulations 90 and 110(1) of the Companies Regulations and to
express its opinion on whether the terms of the Scheme and the Scheme Consideration
are fair and reasonable to Shareholders ("Independent Expert Report"), which
Independent Expert Report will be included in the Circular.
9.2. The Independent Board's opinion and recommendation will be communicated to
Shareholders in the Circular.
10. CIRCULAR AND POSTING DATE
10.1. Safari will issue the Circular to Shareholders as contemplated in regulation 106(2), setting
out the full terms and conditions of the Scheme and including the notice convening the
General Meeting.
10.2. Shareholders will be advised of the distribution of the Circular, which is currently expected
to be distributed to Shareholders on or about 27 October 2025, and the salient dates and
times relating to the Scheme by way of a SENS announcement.
11. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, collectively and individually, accept full responsibility
for the accuracy of the information contained in this announcement and certify that, to the best
of their knowledge and belief, such information is true and the announcement does not omit
any facts that would make any of the information false or misleading or would be likely to affect
the importance of any information contained in this announcement.
Pretoria
17 October 2025
Corporate Advisor and Sponsor
Valeo Capital (Pty) Ltd
Legal Advisor
Webber Wentzel
Independent Expert
Moore Infinity Advisory (Pty) Ltd
Date: 17-10-2025 01:50:00
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.
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