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Results of Debenture Holders' general meeting and Shareholders' general meeting
ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000075651
(“Orion” or “the company”)
RESULTS OF DEBENTURE HOLDERS’ GENERAL MEETING AND SHAREHOLDERS’ GENERAL
MEETING
Linked unitholders are referred to the announcement released on SENS on 13 April 2015 wherein linked
unitholders were advised that Orion had posted a circular to linked unitholders (the “circular”) relating to the
capital restructure, which includes:
. the conversion of the company’s current linked unit capital structure to an all share structure by:
(i) the proposed amendment to the Orion Debenture Trust Deed to permit the delinking, cancellation
and capitalisation of the Orion debentures;
(ii) the proposed delinking of each Orion ordinary par value share from each of an Orion debenture so
as to no longer constitute a linked unit;
(iii) the proposed cancellation of each debenture, for no consideration, to be effected by way of a scheme
of arrangement in terms of section 114(1)(c) of the Companies Act, 2008 (Act 71 of 2008)
(“Scheme”), which will take effect on the scheme operative date which is expected to be on 29 June
2015;
(iv) the proposed capitalisation of an amount equal to the issue price of each debenture from an
accounting perspective for purposes of financial reporting in accordance with IFRS to form part of
the stated capital attributable to the ordinary shares that have been issued by Orion;
(v) termination of the Orion Debenture Trust Deed; and
(vi) the conversion of Orion par value shares to Orion no par value shares.
. the amendment of Orion’s Memorandum of Incorporation (“MoI”) to reflect the change in Orion’s capital
structure,
(collectively referred to as the “transaction”).
Linked unitholders are advised that at the debenture holders’ general meeting and the shareholders’ general
meeting, (“the general meetings”) held on Thursday, 14 May 2015, all resolutions required to be passed by
linked unitholders to approve the transaction were passed unanimously by linked unitholders.
Details of the results of the general meetings are as follows:
– Total number of linked units in issue excluding treasury linked units is 630 698 688.
– Total number of linked units voted in person or by proxy was 590 885 385, representing 93.69% of the total
linked units in issue.
Debenture holders general meeting:
For Against Abstained
Resolution Proposed Debentures % Debentures % Debentures %
Debenture holder special 590 885 385 100 - -
resolution number 1: Amendment
of the Debenture Trust Deed
Debenture holder special 590 885 385 100 - -
resolution number 2: Delinking of
linked units
Debenture holder special 590 885 385 100 - -
resolution number 3: Cancellation
of debentures and termination of
the Debenture Trust Deed
Debenture holder special 590 885 385 100 - -
resolution number 4:
Capitalisation of debentures to form
part of the stated capital account
Debenture holder ordinary 590 885 385 100 - -
resolution number 1: General
authority
Shareholders general meeting:
For Against Abstained
Resolution Proposed Shares % Shares % Shares %
Shareholder special resolution 590 885 385 100 - -
number 1: Delinking of linked units
Shareholder special resolution 590 885 385 100 - -
number 2: Cancellation of Orion
debentures and termination of the
Orion Debenture Trust Deed
Shareholder special resolution 590 885 385 100 - -
number 3: Capitalisation of Orion
debentures to the stated capital
account
Shareholder special resolution 590 885 385 100 - -
number 4: Conversion of
authorised par value shares to no
par value shares
Shareholder special resolution 590 885 385 100 - -
number 5: Conversion of issued
par value shares to no par value
shares
Shareholder special resolution 590 885 385 100 - -
number 6: Amendment of MoI
Shareholder ordinary resolution 590 885 385 100 - -
number 1: General authority
The special resolutions will be filed with the Companies and Intellectual Property Commission (“CIPC”) for
registration, where applicable. Linked unitholders should note that the implementation of the transaction remains
conditional upon the fulfilment of certain conditions precedent as detailed in the circular, including the filing and
registration of the special resolutions in respect of the transaction with CIPC and the issue of a compliance
certificate by the Takeover Regulation Panel in terms of section 119(4) of the Companies Act. A further
announcement will be published once the remaining conditions precedent have been fulfilled.
Johannesburg
14 May 2015
Lead Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Attorneys: Tugendhaft Wapnick Banchetti and Partners
Transaction Manager: D P Cohen Consulting Proprietary Limited
Sponsor: Arbor Capital Sponsors Proprietary Limited
Independent Expert: BDO Corporate Finance Proprietary Limited
Date: 14/05/2015 04:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
