WestProp Holdings Limited shareholders have approved a comprehensive scheme of reconstruction that will split the company’s assets and offer eligible minority shareholders in Alpha Holdings Africa an exit at a significant premium.
The resolutions were passed at an Extraordinary General Meeting held on Tuesday, 1 September 2026. Shareholders representing 76.18% of the register attended in person or by proxy, and all resolutions put to the meeting were approved by the required majority. In line with Victoria Falls Stock Exchange listing requirements, Alpha Holdings Limited and IH Nominees, who hold approximately 83.00% of the issued ordinary shares, were excluded from voting on the special resolutions relating to the approval of the scheme of reconstruction, the exit offer, and the settlement share transfer and share split.
Under the reconstruction, the Group’s assets will be divided into two separate vehicles. WestProp Holdings Limited will retain operating assets valued at approximately USD 110.2 million. It will remain listed on the Victoria Falls Stock Exchange under the share code WPHL and will continue as the Group’s listed operating entity. Alpha Holdings Africa Limited will receive the Pomona City land bank of approximately 161.51 hectares, held through Pomona Properties (Private) Limited. Following a share transfer, this entity will be unlisted.
In addition to the asset split, Alpha Holdings Limited will make a Voluntary Exit Offer to eligible minority shareholders of Alpha Holdings Africa. The offeror will acquire all or part of their shares at a price representing a 200% premium to Net Asset Value, equivalent to 300% of Net Asset Value (NAV). Settlement will be effected through the transfer of existing WestProp Holdings shares held by the offeror, priced at a NAV-based reference price. The share split will be implemented after settlement of the exit offer as part of one indivisible transaction.
The meeting also approved amendments to the Articles of Association of WestProp Holdings Limited and to the constitutional documents of Alpha Holdings Africa (Private) Limited. An ordinary resolution granting general authority to implement all related corporate actions was also passed.
With shareholder approval, the conditions for the Exit Offer have now been met. The offer period will open on Friday, 4 September 2026 and close on Friday, 18 September 2026. The offer price has been set at USD 7.73914 per Alpha Holdings Africa share and will be paid in listed WestProp Holdings shares. No new WestProp shares will be issued.
Based on audited financials to 31 December 2025, Alpha Holdings Africa’s NAV is approximately USD 77.4 million. With 30,000,000 shares in issue, this equates to about USD 2.57971 per share. The offer price of USD 7.73914 therefore represents a 200% premium to NAV. The consideration will be funded from Alpha Holdings’ existing holding of 22,000,215 pre-split WestProp shares. Full acceptance by all eligible minority shareholders would require about 13.76 million pre-split WestProp shares, which is within that holding.
For reference, WestProp’s pro forma NAV attributable to owners as at 31 December 2025 was about USD 85.215 million. Divided by 30,000,000 shares pre-split, this gives an indicative pre-split reference price of USD 2.84051 per share. Following a proposed 100-for-3 share split, the post-split reference price is approximately USD 0.08522 per share. The indicative exchange ratio is 2.7246 pre-split WestProp shares for every Alpha Holdings Africa share tendered, equal to approximately 90.8185 post-split WestProp shares, subject to the treatment of fractional entitlements.
Eligible minority shareholders may tender all or part of their Alpha Holdings Africa shares by submitting valid acceptance forms in accordance with the procedures set out in the circular. Those who do not submit a valid election by the deadline will be deemed to have elected to remain invested in Alpha Holdings Africa and will continue to hold shares in the unlisted land bank vehicle. Alpha Holdings, as offeror and majority shareholder, will not tender into the offer, and any shares transferred to accepting shareholders will be deducted from Alpha Holdings’ WestProp shareholding.
With the EGM approvals, the scheme and exit offer are now effective. WestProp said the restructuring is designed to sharpen strategic focus, with the listed vehicle concentrating on income-generating and development assets, while the Pomona land bank is housed separately to allow for dedicated capital allocation. Shareholders have been advised to submit their election instructions within the stated timelines. The company adised that further updates will be released in accordance with VFEX requirements.
