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BURSTONE GROUP LIMITED - Posting Of Circular And Notice Of General Meeting

Release Date: 30/09/2024 09:00
Wrap Text
Posting Of Circular And Notice Of General Meeting

Burstone Group Limited
(Previously Investec Property Fund Limited)
Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)
(Registration number 2008/011366/06)
Share code: BTN ISIN: ZAE000180915
Bond Code: BTNI
("Burstone" or the "Group")

POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

Unless otherwise defined, capitalised terms bear the same meanings to that in the announcement (the
"Announcement") published on SENS on 2 September 2024.

1.    POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

      Shareholders are referred to the Announcement relating to the proposed disposal by Burstone of a
      majority of its stake in the PEL Portfolio to Blackstone by the disposal of its shares held in Hexagon
      Holdco, whilst retaining a minority stake in and continuing to manage the PEL Portfolio, resulting in the
      acquisition by Blackstone of an 80% stake in the PEL Portfolio from Burstone and EDT (the "Proposed
      Transaction").

      Shareholders are advised that a circular ("Circular") relating to the Proposed Transaction and
      incorporating a notice of general meeting ("General Meeting") of shareholders, will be distributed to
      shareholders today, 30 September 2024 and is available on Burstone's website at:
      https://www.burstone.com/investor-relations/latest-announcements

      The General Meeting will be held at Burstone's registered offices at 4 Sandown Valley Crescent,
      Sandown, Sandton, South Africa, 2196 on Monday, 28 October 2024 at 10:00 for the purposes of
      considering and, if deemed fit, adopting with or without modification, the resolutions contained in the
      notice of General Meeting.

2.    SHAREHOLDER SUPPORT

      Burstone has received in principle support from shareholders confirming their intention to vote in favour
      of the Proposed Transaction, including on behalf of their clients where they hold the requisite authority
      to do so, representing approximately 50.27% of the Burstone shares in issue.

      Andrew Wooler, Jenna Sprenger, Nicholas Riley and Moss Ngoasheng who collectively hold 7,424,163
      Burstone shares, representing 0.92% of the Burstone shares in issue, have provided Blackstone with
      irrevocable undertakings to vote in favour of the resolutions to approve the Proposed Transaction.

3.    SALIENT DATES AND TIMES

      The salient dates and times relating to the Proposed Transaction are set out below:

                                                                                                      2024

       Record date to determine which Burstone Shareholders are
       entitled to receive the Circular                                                Friday, 20 September
       Circular posted to Burstone Shareholders and posting of the Circular            Monday, 30 September
       announced on SENS on
       Last day to trade in Burstone Shares in order to be entitled to
       attend, participate in and vote at the General Meeting                          Tuesday, 15 October
       Record date to be eligible to attend and vote at the General Meeting            Friday, 18 October
       Deadline for lodging forms of proxy for General Meeting is by 10:00 on          Thursday, 24 October
       General Meeting of Shareholders at 10:00 on                                     Monday, 28 October
       Announcement of results of General Meeting released on SENS on                  Monday, 28 October
     
 Notes:
      1. The above dates and times are subject to amendment and any amendment made will be released on SENS and
         published in the press.
      2. Shareholders should note that as transactions in Burstone shares are settled via the electronic settlement
         system used by Strate, settlement of trades takes place three JSE trading days after such trade. Therefore,
         shareholders who acquire Burstone shares after Tuesday, 15 October 2024, will not be eligible to participate in
         and vote at the General Meeting.
      3. All times given are South African local times.
      4. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will
         remain valid in respect of any adjournment or postponement thereof.
      5. For the purposes of effective administration, it is requested that shareholders return their duly completed forms
         of proxy so as to reach the transfer secretaries at or before 10:00 on Thursday, 24 October 2024, provided
         that such form may nevertheless be emailed to the Chairperson of the General Meeting at
         proxy@computershare.co.za or, in the case of in person participation, handed to the Chairperson of the
         General Meeting, at any time prior to the commencement of voting on the resolutions at the General Meeting.




30 September 2024

Lead Financial Advisor and Transaction Sponsor to Burstone
Merrill Lynch South Africa (Pty) (Ltd) t/a BofA Securities

Joint Financial Advisor to Burstone
Investec Bank Limited

Legal Advisors to Burstone
Bryan Cave Leighton Paisner LLP
Cliffe Dekker Hofmeyr Inc.

Independent Reporting Accountants and Auditor to Burstone
PricewaterhouseCoopers Inc

Financial Advisors to Blackstone
Barclays Bank Ireland PLC
Standard Chartered Bank

Legal Advisors to Blackstone
Simpson Thacher & Bartlett LLP
Bowmans

Date: 30-09-2024 09:00:00
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