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Results of General Meetings
Delta Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
Share code: DLT ISIN: ZAE000172052
("Delta" or “the Company”)
REIT status approved
RESULTS OF GENERAL MEETINGS
1. Introduction
Holders of Delta linked units (“Linked Unitholders”) are
referred to the announcement released on SENS on 27 August
2014 wherein Linked Unitholders were advised that the Company
posted a circular relating to the conversion the Company’s
current linked unit capital structure to an ordinary share
structure, which will be implemented by:
- the delinking of each Delta ordinary share from a Delta
debenture so as to no longer constitute a Delta linked
unit;
- the cancellation of each Delta debenture for no
consideration;
- the capitalisation of the issue price of each Delta
debenture to the stated capital attributable to the
ordinary shares issued by the Company from an accounting
perspective for purposes of financial reporting in
accordance with International Financial Reporting
Standards (“IFRS”) and the increase of the contributed tax
capital of Delta attributable to the ordinary shares
issued by Delta by the issue price of each cancelled
debenture, as contemplated in section 25BB(8) of the
Income Tax Act 58 of 1962; and
- termination of the Delta debenture trust deed, without
payment or other compensation to Delta debenture holders,
(collectively, “the Transaction”)
to be effected by way of a scheme of arrangement in terms of
section 114(1) (c) of the Companies Act 71 of 2008.
Linked Unitholders are advised that, at the Delta debenture
holders’ general meeting held at the registered offices of the
Company today, all resolutions required to be passed by Delta
debenture holders to approve the Transaction were passed by
the requisite majority of Delta debenture holders present or
represented by proxy as follows:
Resolution Number of Percentage For Against Abstained
linked of linked (%)** (%)** (%)**
units voted units in
issue*
Ordinary 171 684 834 38.06 100 - -
resolution 1
to approve
that any
director of
Delta be
authorised
to do all
such things
and sign all
such
documents as
are
necessary to
give effect
to the
special
resolutions
and ordinary
resolutions
proposed and
passed at
the general
meeting of
Delta
debenture
holders at
which this
ordinary
resolution
is proposed
Special 171 684 834 38.06 100 - -
resolution 1
to approve
the
amendment of
Delta’s
debenture
trust deed
in order to
make
provision
for, and to
facilitate
the
Transaction
Special 171 684 834 38.06 100 - -
resolution 2
to approve
the
delinking of
Delta no par
values and
Delta
debentures
comprising
Delta linked
units in
issue
Special 171 684 834 38.06 100 - -
resolution 3
to approve
the
cancellation
of Delta
debentures
without
payment to
Delta
debenture
holders and
the
termination
of the Delta
debenture
trust deed
Special 171 684 834 38.06 100 - -
resolution 4
to approve
the
capitalisati
on of the
issue price
of Delta’s
debentures
from an
accounting
perspective
for the
purposes of
financial
reporting in
accordance
with IFRS to
Delta’s
stated
capital
Notes:
* Based on 451 042 442 linked units in issue.
** In relation to the total number of linked units voted at the
Delta debenture holder’s general meeting.
Linked Unitholders are advised that, at the Delta
shareholders’ general meeting held at the registered offices
of the Company today, all resolutions required to be passed by
Delta shareholders to approve the Transaction were passed by
the requisite majority of shareholders present or represented
by proxy as follows:
Resolution Number of Percentage For Against Abstained
linked of linked (%)** (%)** (%)**
units voted units in
issue*
Ordinary 309 444 133 68.61 99.822 0.001 0.177
resolution 1
to approve
that any
director be
authorised
to do all
such things
and sign all
such
documents as
are
necessary to
give effect
to the
special
resolutions
and ordinary
resolutions
proposed and
passed at
the general
meeting of
Delta
shareholders
at which
this
ordinary
resolution
is proposed
Special 309 444 133 68.61% 99.822 0.001 0.177
resolution 1
to approve
the
delinking of
Delta no par
values and
Delta
debentures
comprising
Delta linked
units in
issue
Special 309 444 133 68.61% 99.822 0.001 0.177
resolution 2
to approve
the
cancellation
of Delta
debentures
without
payment to
Delta
debenture
holders and
the
termination
of the Delta
debenture
trust deed
Special 309 444 133 68.61% 99.822 0.001 0.177
resolution 3
to approve
the
capitalisati
on of the
issue price
of Delta’s
debentures
from an
accounting
perspective
for the
purposes of
financial
reporting in
accordance
with IFRS to
Delta’s
stated
capital
Special 309 444 133 68.61% 99.822 0.001 0.177
resolution 4
to approve
the
amendment of
the
Company’s
memorandum
of
incorporatio
n to give
effect to
the
Transaction
Notes:
* Based on 451 042 442 linked units in issue.
** In relation to the total number of linked units voted at the
Delta shareholder’s general meeting.
2 October 2014
Johannesburg
Investment bank and sponsor
Nedbank Capital
Date: 02/10/2014 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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