BY SHAME MAKOSHORI POCKETS of final resistance by Dawn Properties minorities unwilling to surrender stocks to African Sun Limited (ASL) were broken down on March 14, as Zimbabwe’s largest leisure chain shifted to the courts for the rights to force through its ambition.
Dawn minorities, holding a combined 5,22% stake in the business, have clung to their fortunes in a year-long battle to keep ASL at bay.
This followed ASL’s offer last year to buy them out and take full control of the business whose properties house most of its hotels.
Now, armed with the Companies and Other Business Entities Act (COBE), ASL has been granted the greenlight to flex its muscle, the firm said in a ZSE filing on Friday.
Cornered Dawn minorities would be pushed out on April 28 on the same terms that they turned down in early 2021, unless they spring dramatic surprise.
The ZSE filing said: “Dawn shareholders representing 94,78% of the Dawn issued ordinary shares accepted the original offer and surrendered their shares to ASL.” The remaining minorities would be “squeezed” as the transaction turns hostile.
“Holders of the remaining shares are hereby notified that ASL obtained a court order in terms of Section 238(2) of the Companies and Other Business Entities Act [Chapter 24:31] under case number 1657/21 from the Magistrates Court in Harare on March 14 2022,” ASL said.
“The effect of the court order is that ASL is entitled and bound to acquire all such remaining shares on the same terms that applied to the shares whose holders accepted the original offer. In terms of Section 238 (2) of COBE and empowered by the court order, ASL hereby notifies the holders of the remaining shares that it shall acquire all the remaining shares, as it is entitled and bound to do so, with effect from April 28 2022, on the same terms that applied to the shares whose holders accepted the original offer,” ASL added.
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The original offer read: “ASL is putting forward an irrevocable Offer to acquire 100% of the Remaining Shares. Holders of the Remaining Shares who elect to accept the Offer will receive one ASL ordinary share for every 3,988075946 DPL ordinary shares held. Should the Offer be accepted and become binding, it could result in ASL acquiring up to 100% ownership of Dawn.”
When the original offer came through, minorities holding a combined 91% of DPL stock immediately surrendered their fortunes to ASL.
It appears after subsequent threats of court actions, there was a fresh minorities stampede to exit the giant under the Acquire, Tag Along — Drag Along and Squeeze Out legal process.
ASL and Dawn are not new to confrontations.
About seven years ago, a spate between the two firms drifted into limelight after ASL flexed its muscle and increased shareholding in Dawn following a dispute over rentals.
Dawn had threatened to evict ASL. Dawn was established by ASL at the turn of the century to manage properties that house its hotels.
The strategy was to give the hotel group a chance to concentrate on its hospitality operations.
Dawn operates some of the country’s best leisure properties, including Monomotapa Hotel, Elephant Hills Resort and Conference Centre, Great Zimbabwe Hotel and Caribbea Bay Resort in Kariba.
All of them house ASL operations.
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