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IAP Scheme Booklet and Scheme Meetings
Irongate Group (JSE: IAP)
Comprising Irongate Property Fund I (IPF I, ARSN 162 067 736) and Irongate Property Fund II (IPF II, ARSN 644 081 309), established in Australia
and registered with ASIC as managed investment schemes
Operated by Irongate Funds Management Limited (ACN 071 514 246; AFSL 290 909) (Responsible Entity)
IPF I is registered as a foreign collective investment scheme in terms of the Collective Investment Schemes Control Act No.45 of 2002
ISIN: AU0000046005
(IAP or the Fund)
IAP Scheme Booklet and Scheme Meetings
Irongate Funds Management Limited (IAP RE) as responsible entity of Irongate Property Fund I
(IPF I) and Irongate Property Fund II (IPF II) (together, IAP) today announces the release of a
Meeting and Explanatory Memorandum (Scheme Booklet) in respect of securityholder
meetings to consider the proposal by Charter Hall PGGM Industrial Partnership No.2 (CHPIP),
under which CHPIP would acquire 100% of the units in IPF I, and Charter Hall Holdings Pty
Limited would acquire 100% of the units in IPF II by way of inter-conditional trust schemes
(Proposal). This follows the provision of judicial advice by the Supreme Court of New South
Wales confirming that IAP RE is justified in dispatching the Scheme Booklet and convening the
meetings of IAP securityholders (Scheme Meetings).
As a result of the ongoing uncertainty and potential health risks associated with large gatherings
and the ongoing COVID-19 pandemic, the Scheme Meetings will be held virtually at 5:00 pm
(Sydney time) / 9:00 am (Johannesburg time) on Wednesday, 29 June 2022 to consider and
vote on the resolutions required to be passed by IAP securityholders (Proposal Resolutions)
to implement the Proposal.
The Scheme Booklet includes an independent expert’s report prepared by Deloitte Corporate
Finance Pty Limited (Independent Expert). The Independent Expert has concluded that
the Proposal is fair and reasonable to, and therefore in the best interests of, IAP
securityholders.
The Independent Expert’s conclusions should be read in context with the full Independent
Expert’s report and the Scheme Booklet attached to this announcement.
Scheme Booklet and IAP RE Board Recommendation
The Scheme Booklet provides IAP securityholders with information about the Proposal and the
Proposal Resolutions. IAP securityholders are encouraged to read the Scheme Booklet in its
entirety before making a decision on whether or not to vote in favour of the Proposal
Resolutions.
The directors of IAP RE unanimously recommend that IAP securityholders vote in favour of the
Proposal, in the absence of a superior proposal and subject to the Independent Expert
continuing to conclude that the Proposal is fair and reasonable to, and therefore in the best
interests of, IAP securityholders. Each director of IAP RE intends to vote any IAP securities that
he or she holds or controls in favour of the Proposal, in the absence of a superior proposal.
IAP securityholders who have elected to receive notices via post will receive a hard copy of the
Scheme Booklet, proxy forms and accompanying materials. IAP securityholders who have
elected to receive notices electronically and for whom IAP RE has an email address will receive
an email containing a link to access the Scheme Booklet, proxy forms and accompanying
materials. All other IAP securityholders will receive via post a letter containing details of where
they can access the Scheme Booklet and enclosing the accompanying proxy form.
A fully copy of the Scheme Booklet is also available at IAP’s website
(www.irongategroup.com.au) and at the following link:
https://www2.asx.com.au/markets/company/iap
Scheme Meetings
The Scheme Meetings will be conducted as virtual meetings commencing at 5:00 pm (Sydney
time) / 9:00 am (Johannesburg time) on Wednesday, 29 June 2022. There will be no physical
meetings.
Details on how to vote and participate at the Scheme Meetings (including by proxy) are set out
in the Scheme Booklet.
IAP securityholders holding IAP securities on the South African Register please note:
Certificated IAP securityholders and dematerialised IAP securityholders who are own-name
Dematerialised IAP securityholders
You may attend the Scheme Meetings online and may vote at the Scheme Meetings.
Alternatively, you may appoint a proxy to represent you at the Scheme Meetings by appointing
a proxy online at investorvote.com.au or by following the instructions on the voting/proxy form.
These must be submitted by no later than 5:00 pm (Sydney time) / 9:00 am (Johannesburg
time) on Monday, 27 June 2022 to be valid.
Dematerialised IAP securityholders (other than own-name dematerialised IAP securityholders)
Your broker or CSDP should contact you to ascertain how you wish to cast your vote at the
Scheme Meetings and should cast your vote in accordance with your instructions. If you have
not been contacted by your broker or CSDP, it is advisable for you to contact your broker or
CSDP and provide it with your voting instructions. If your broker or CSDP does not obtain voting
instructions from you, it will be obliged to vote in accordance with the instructions contained in
the mandate agreement between you and your broker or CSDP. You must not complete the
voting/proxy form. In accordance with the mandate between you and your broker or CSDP, you
must advise your broker or CSDP if you wish to attend the Scheme Meetings and if so, your
broker or CSDP will issue the necessary letter of representation to you to attend and vote at the
Scheme Meetings.
Further information
IAP securityholders can obtain further information in relation to the Proposal or the Scheme
Meetings by visiting IAP's website (www.irongategroup.com.au) or calling the IAP securityholder
information line on 1300 620 419 (within Australia) or +613 9415 4314 (outside Australia)
between 8:30am and 5:00pm (Sydney time) Monday to Friday, excluding public holidays.
IAP securityholders holding IAP securities on the South African Register should direct their
queries to their broker or CSDP.
This announcement has been authorised for release by the board of IAP RE.
19 May 2022
Johannesburg
Sponsor
Investec Bank Limited
Date: 19-05-2022 09:31:00
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