Investment holding firm, Arden Capital (Arden), has retabled to shareholders the proposal to wind down operations after the previous permission lapsed due to delayed approval from the Reserve Bank of Zimbabwe (RBZ).
The central bank delayed the approval until February 2022, when it finally gave Arden Capital, formerly Brainworks Capital, the greenlight to proceed with the transaction subject to certain conditions being fulfilled.
The company, in a statement earlier this year, said the approval from the RBZ needed to have been obtained by the company no later than January 17, this year.
Arden Capital, which has interest across sectors of properties, hotel, leisure and logistics, indicated last year that the decision to wind down operations was taken after evaluating its prospects, financial health, strategy and ability to continue as a listed investment holding firm.
“…the board has resolved to re-propose to shareholders a voluntary liquidation of the company which will result in the cancellation and delisting of Arden Capital shares on the JSE.
“In anticipation of the voluntary liquidation, the board has re-proposed a pro-rata unbundling of all the issued shares it holds in Arden Enterprises Ltd to shareholders as a first step towards an orderly wind-up of the company’s affairs prior to the Voluntary Liquidation (Unbundling).
“The distribution ratio shall be 1 ordinary AEL share for every 1 ordinary share held in Arden Capital on the unbundling record date,” the company said in an investor update.
AEL is a wholly owned subsidiary through which the company holds all its assets and liabilities. Following the Unbundling, Arden Capital will effectively revert to a shell company, allowing for the orderly voluntary wind down of the company’s affairs.
As part of the transaction, the voluntary liquidation will see the cancellation and delisting of Arden shares on the Johannesburg Stock Exchange.
The company on December 20 2021 and 17 January 2022 advised its shareholders that the conditions precedent to the proposed unbundling and voluntary liquidation, as contained in paragraph 5 of the circular, had lapsed as a result of delayed approval from the RBZ.
As part of the transaction, Arden also sold its sale of the logistics company FML, which moves bulk fuel across the region, for US$1 million for which the net proceeds will be used to pay off debts.
The sale was done to an unrelated third party for a consideration of US$1 million (R15 315 700 at an exchange rate of 15 3157, being the ZAR: USD exchange rate at the date of the disposal.
Accordingly to Arden, the net proceeds will be deployed towards settling debts to various third-party creditors and other liabilities.
Arden was originally established as a listed investment company through which shareholders could gain exposure to various investment sectors with a focus on investing in Zimbabwe.
The group’s listing was aimed at achieving liquidity for its shareholders by providing them with a tradeable instrument on an internationally recognised stock exchange and providing the company with a platform on which to raise future funding for the growth of its portfolio.
Arden said to enable the unbundling, a dividend may only be declared out of accumulated profits.