Arrowhead Properties Limited (JSE:AWA) agreed to acquire Gemgrow Properties Limited (JSE:GPA) in a reverse merger transaction on April 10, 2019. Arrowhead Properties Limited (JSE:AWA) signed an offer and implementation agreement to acquire Gemgrow Properties Limited (JSE:GPA) in a reverse merger transaction on July 8, 2019. Under the terms of the transaction, Gemgrow will issue and allot 0.8237 Gemgrow B ordinary shares for each Arrowhead outstanding shares. Gemgrow Board will allot, issue and procure the listing of 862.97 million authorized but unissued Gemgrow B shares required to settle the consideration. As the transaction will be implemented as a reverse take-over of Gemgrow by Arrowhead, the Gemgrow board proposes, subject to the approval by Gemgrow shareholders and the Companies and Intellectual Property Commission, that Gemgrow change its name from “Gemgrow Properties Limited” to “Arrowhead Properties Limited”. Four non-executive Directors of Arrowhead being Mathew Nell, Taffy Adler, Sam Mokorosi and Selwyn Noik and one Executive Director of Arrowhead being Riaz Kader will be appointed to the Gemgrow Board with effect from the scheme operative date. Two non-executive Directors of Gemgow being Ayesha Rehman and Clifford Abrams will resign from the Gemgrow Board with effect from the scheme operative date. The transaction is subject to Gemgrow’ and Arrowhead Properties' shareholder approval, approval by the court, the receipt of the unconditional approval in writing of the relevant South African competition authority/ies and the issue of a compliance certificate by the Takeover Regulation Panel in relation to the scheme. The meeting of Arrowhead shareholders will be held on August 22, 2019. As of August 23, 2019, the shareholders of both Arrowhead and Gemgrow Properties approved the transaction. Vukile Property Fund Limited (JSE:VKE), which holds 7.48% of the Gemgrow’s A ordinary shares and 28.0% of the Gemgrow’s B ordinary shares in issue, has irrevocably undertaken that, if the transaction is proposed, Vukile will vote in favor of all Gemgrow resolutions necessary to approve the transaction. In addition, Arrowhead has irrevocably undertaken to vote its Gemgrow’s B ordinary shares in favor of all Gemgrow resolutions necessary to approve the transaction. As of September 9, 2019, all the pending conditions required for the completion of the scheme had been met. The scheme is expected to be operative before or on January 15, 2020, or such earlier or later date as may be agreed to by the parties. As per disclosure of August 29, 2019, the expected operative date of the scheme on September 23, 2019. Nedbank Corporate and Investment Banking acted as financial advisor to Gemgrow. Investec Bank Limited acted as financial advisor to Gemgrow Properties and Arrowhead Properties. Cliffe Dekker Hofmeyr acted as legal advisor for Gemgrow. Mazars Corporate Finance Proprietary Limited acted as independent expert for Arrowhead board. Questco Corporate Advisory Proprietary Limited acted as fairness opinion provider for Gemgrow Board.