IFA Hotels & Resorts Co. (K.S.C.C) made an offer to acquire remaining 15% stake in IFA Hotels & Resorts Limited (JSE:IFH) from International Investments Projects Company KSCC and International Resorts Company K.S.C.C. (KWSE:IRC) for ZAR 6.5 million in cash on May 29, 2013. Offer will be executed as a scheme of arrangement. Under the terms of the offer, IFA K.S.C.C will offer ZAR 0.2 for all outstanding shares of IFA Hotels. Prior to the transaction, IFA K.S.C.C held 185.48 million shares. Under the terms of the takeover regulation panel, Larson Falconer Hassan Parsee has provided an irrevocable bank guarantee. Upon completion of the transaction, IFA Hotels will operate as a wholly owned subsidiary of IFA K.S.C.C

The transaction is subject to receipt by IFA Hotels of a fair and reasonable opinion in relation to the offer, the independent board of IFA Hotels approving the scheme and recommending the shareholders to approve the offer, the eligible directors of IFA Hotels agreeing to vote in favor of the scheme, IFA K.S.C.C obtaining approval from Financial Surveillance Department of the South African Reserve Bank, unconditionally approved by the South African competition commission and/or Competition Tribunal, approval by the JSE, approval by at least 25% of the shareholders of IFA Hotels, unconditional approval from the court, securing third party approvals required by IFA Hotels, no material breach of a warranty or representation or institution of any proceedings in respect of any claim for breach of any warranties and representations and the issue by the Takeover Regulation Panel of a compliance certificate in relation to the offer. In addition, IFA Hotels may in alternative to the scheme propose a resolution to delist if the required 75% level of shareholder support is not obtained.

IFA K.S.C.C has obtained irrevocable undertakings from International Investments Projects Company KSCC and International Resorts Company K.S.C.C. under the terms of which they have undertaken to vote in favor of the scheme and all related resolutions. Pursuant to the transaction, IFA Hotels will be delisted from the Johannesburg Stock Exchange and will be converted to a private company. In addition, the scheme will be subject to a fulfillment or a written waiver by no later than August 31, 2013 or such later date as IFA KSCC and IFA Hotels may agree. The scheme meeting will be held on July 26, 2013 and the termination of listing of IFA shares is September 10, 2013. As of August 18, all conditions were fullfilled. DEA-RU (Pty) Limited acted as the financial advisor and Larson Falconer Incorporated acted as the legal advisor to IFA Hotels & Resorts Limited.