Lighthouse Capital Ltd intends to withdraw from the Official market of the Stock Exchange of Mauritius (SEM) and redomicile on the Malta Stock Exchange.
The Company is a hybrid property investment company that invests in European direct property assets, as well as globally in listed real estate and infrastructure securities.
It was established in Mauritius and listed on the Official Market of the SEM on January 30, 2015 and on the Alternative Exchange of the JSE Limited on November 27, 2015. The Company’s AltX listing was migrated to the Main Board of the JSE Limited (JSE) on March 29, 2017.
The news comes a couple of weeks after Infrastructure Commodities (Mauritius) Limited also announced its intention to restructure its assets and apply for the delisting of its shares on the SEM “after publication of its Audited Financial Statements for the year ended 31 December 2020.”
In March, Universal Golden Fund also left the Official Market of the SEM.
So, why does Lighthouse want to leave?
Lighthouse affirms that it has “recently identified investment opportunities within Europe which are in line with the stated investment strategy of the company…”
The relocation to a European jurisdiction, being Malta, would help effectively “pursue these investment opportunities, as well as improve access to European capital markets,” it stated.
The ‘voluntary withdrawal’ from the Official Market of the SEM (delisting) is expected to be completed around October 25, 2021.
Lighthouse will retain its listing on the JSE Main Board and apply for a dual listing on the Malta Stock Exchange.
What happens to shareholders?
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.
As a consequence of the Delisting, the Company Lighthouse said it will offer those shareholders holding their shares on the Mauritian share register, an election with regard to either accepting a 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,” it explained.
The Buy-back Offer will be made to shareholders holding their shares on the Mauritian share register at a price determined by the Company.
In a separate communication, Lighthouse said Resilient REIT Limited made an offer all the voting shares in Lighthouse not already owned by it for a cash consideration of ZAR7.13 per Lighthouse share.
On July 26, 2021, it announced that the Offer was accepted in respect of 4 117 086 Lighthouse shares, being 0.33% of Lighthouse shares in issue. Following the implementation of the Offer, Resilient holds 504503 990 Lighthouse shares, representing 40.39% of Lighthouse shares in issue.
As for shareholders holding their shares on the Mauritian share register who do not make an election, they will be deemed not to have accepted the Buy-back Offer and will continue to hold their Lighthouse shares in certificated form.
Lighthouse added that “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 Explanatory Statement will also contain the timetable for the Buy-back Offer.”
