Meikles Ld Abridged Circular to Shareholders

 
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: [phone] 
Email: [e-mail] 
 
REGISTERED OFFICE OF THE COMPANY 
 
Company Secretary 
Tabani Mpofu 
Meikles Limited 
90 Speke Avenue 
P.O. Box 3598 
Harare, Zimbabwe 
Email: [e-mail] 
 
 
 
END 
 

(END) Dow Jones Newswires

November 22, 2019 06:35 ET (11:35 GMT)