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Posting of the combined offer circular and notice of general meeting
TOWER PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2012/066457/06)
JSE share code: TWR ISIN: ZAE000179040
(Approved as a REIT by the JSE)
(“Tower”)
POSTING OF THE COMBINED OFFER CIRCULAR AND NOTICE OF GENERAL MEETING
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings ascribed
thereto in the Circular
1. INTRODUCTION
Shareholders of Tower are referred to the firm intention announcement published by Tower on the JSE news
service on 7 October 2021, regarding RDC’s firm intention to acquire all, or the majority of Tower shares not
already owned by RDC, and the potential delisting of Tower shares from the JSE. The Potential Transaction
contemplates:
- a scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008 to be proposed by
Tower to its shareholders, and to which RDC will be a party, in terms of which RDC (or a nominated RDC
group company) shall acquire all of the issued ordinary shares in Tower that RDC does not already own, for a
purchase consideration of R3.776 per Tower share, on a cum distribution basis.
- a concurrent, but separate, standby general offer by RDC to Tower shareholders, to acquire their Tower shares
for the Cash Consideration, which General Offer is conditional on, inter alia, (i) the Scheme failing to become
operative and (ii) a sufficient number of acceptances of the General Offer being received to result in RDC
obtaining control of the majority of the Tower shares in issue; and
- the delisting of all Tower shares from the JSE pursuant to the Scheme becoming operative; or the potential
delisting of all Tower shares from the JSE pursuant to the General Offer being implemented and the delisting
being approved by Tower shareholders
2. POSTING OF THE CIRCULAR
Shareholders are advised that the combined Offer Circular containing, inter alia, full terms and conditions of the
Scheme, General Offer, Group Restructure and containing a notice to convene a general meeting, the Independent
Expert report, the recommendations of the Independent Board and board of Tower and the pertinent dates relating
to the Offer and necessary forms to give effect to the Offer, was posted to Shareholders today, Monday,
25 October 2021.
3. NOTICE TO CONVENE A GENERAL MEETING
Notice is hereby given that, due to the Coronavirus pandemic and the measures put in place by the South African
Government in response to the Coronavirus pandemic, a general meeting of Shareholders will be conducted
entirely through electronic communication, as permitted by the Companies Act and by the MOI, at 09:00 SAST
on Wednesday, 24 November 2021 in the manner set out in the Circular to consider and, if deemed fit, to pass,
with or without modification, the special resolutions set out in the notice to convene the General Meeting.
The Circular is available in English only. Copies of the Circular may be obtained during normal business hours
from the registered office of Tower at Unit 606, 6th Floor, Sunclare Building, Corner of Protea and Dreyer Street
Claremont, Cape Town, 7708 and will also be available on Tower’s website https://www.towerpropertyfund.com,
in each case, from 25 October 2021 until the date of the General Meeting on 24 November 2021.
4. IMPORTANT DATES AND TIMES RELATING TO THE OFFER
2021
Record date to determine which Tower Shareholders are eligible to receive this
Circular (Record Date) Friday, 15 October
Circular posted to Tower Shareholders and details notice convening the General
Meeting published on SENS on Monday, 25 October
Notice of posting of this Circular and notice of General Meeting published in
the South African press Tuesday, 26 October
General Offer Opening Date at 09:00 on Tuesday, 26 October
Last day to trade Tower Shares in order to be recorded in the Register to attend,
participate and vote at the General Meeting (Voting Last Day to Trade) on
(refer to note 3 below) Tuesday, 16 November
Record date for Tower Shareholders to be recorded in the register in order to be
eligible to attend, participate and vote at the General Meeting, being the Scheme
Voting Record Date, by close of trade on Friday, 19 November
Last day and time shareholders are requested to lodge Forms of Proxy (yellow)
with the Transfer Secretaries by 09:00 on (refer to note 4 below). Forms of
proxy may be provided at any time before the proxy exercises any rights of the
Tower Shareholder at the General Meeting Monday, 22 November
Last date for Tower Shareholders to give notice to Tower of their objections to
the Scheme Special Resolution in terms of section 164(3) of the Companies Act
by no later than 09:00 on Wednesday, 24 November
General Meeting to be held at 09:00 on Wednesday, 24 November
Results of the General Meeting released on SENS on or about Wednesday, 24 November
Results of General Meeting published in the South African press on or about Thursday, 25 November
If the Scheme is approved by Tower Shareholders at the General Meeting:
Last day for Shareholders who voted against the Scheme to require Tower to
seek Court approval for the Scheme in terms of section 115(3)(a) of the
Companies Act, if at least 15% of the total votes of shareholders at the General
Meeting were exercised against the Scheme on Wednesday, 01 December
Last date on which Tower Shareholders who voted against the Scheme may
apply to Court to be granted leave by a Court for a review of the Scheme in
terms of section 115(3)(b) of the Companies Act on Wednesday, 08 December
Last date for Tower to give notice of adoption of the Scheme Special Resolution
approving the Scheme to Dissenting Shareholders in accordance with section
164(4) of the Companies Act on Wednesday, 08 December
The following dates assume that no Court approval or review of the Scheme is
required and will be confirmed in the finalisation announcement if the
Scheme becomes unconditional
Finalisation announcement with regard to the Scheme published on SENS
(assuming no Shareholder exercises their right in terms of section 115(3)(a) or
section 115(3)(b) of the Companies Act) expected to be on or about Thursday, 09 December
Finalisation announcement published in the South African Press expected to be
on or about Friday, 10 December
Expected last day to trade, being the last day to trade Tower Shares on the JSE
in order to participate in the Scheme ("Scheme Last Day to Trade") Tuesday, 21 December
Expected suspension of listing of Tower Shares on the JSE at the
commencement of trade Wednesday, 22 December
Expected Scheme Consideration Record date, being the date on which
Scheme Participants must be recorded in the register to receive the Scheme
Consideration, by close of trade Friday 24 December
Expected Operative Date on or about Tuesday, 28 December
Scheme Consideration expected to be sent by EFT or by cheque to Scheme
Participants who are Certificated Tower Shareholders and who have lodged their
Form of Surrender and Transfer (blue) with the Transfer Secretaries on or prior
to 12:00 on the Scheme Consideration Record Date, on or about Tuesday, 28 December
Dematerialised Scheme Participants expected to have their accounts (held at
their CSDP or Broker) credited with the Scheme Consideration on or about Tuesday, 28 December
Expected Date for termination of the listing of Tower Shares in terms of the
Scheme at the commencement of trade on the JSE Wednesday, 29 December
If the Scheme does not become unconditional and the General Offer is
implemented:
Expected finalisation announcement published on SENS Thursday, 09 December
Expected finalisation announcement published in the South African press Thursday, 09 December
First date on which the General Offer Consideration is expected to be sent by
EFT or by cheque to General Offer Participants who are Certificated
Shareholders who have lodged their Form of Acceptance and Transfer (pink)
with the Transfer Secretaries on or prior to the General Offer being declared
wholly unconditional on or about Tuesday, 14 December
First date on which Dematerialised General Offer Participants are expected to
have their accounts with their Broker or CSDP credited with the General Offer
Consideration on or about Wednesday, 22 December
Expected last day to trade to take up the General Offer Tuesday, 21 December
Expected suspension of the listing of the Shares at the commencement of trade
on the JSE Wednesday, 22 December
Expected General Offer record date Friday, 24 December
Expected General Offer Closing Date. Forms to be submitted by 12:00 Friday 24 December
Last date on which the General Offer Consideration is expected to be sent by
EFT or by cheque to General Offer Participants who are Certificated
Shareholders who have lodged their Form of Acceptance and Transfer (pink)
with the Transfer Secretaries on or prior to the last day to trade to take up the
General Offer on or about Friday 24 December
Last date on which Dematerialised General Offer Participants are expected to
have their accounts with their Broker or CSDP credited with the General Offer
Consideration on or about Tuesday, 28 December
Expected termination of the listing of the Shares at commencement of trade on
the JSE Wednesday, 29 December
Notes:
1. All of the above dates and times are subject to change, with the approval of the JSE and/or TRP, if required.
The dates have been determined based on certain assumptions regarding the dates by which certain regulatory
approvals including, but not limited to, that of the JSE and TRP, will be obtained and that no court approval
or review of the Scheme will be required. Any change will be released on SENS and published in the South
African press.
2. Shareholders are referred to paragraph 6.10 of the Circular (which contains a summary of Dissenting
Shareholders’ Appraisal Rights in respect of the Scheme and the Restructure) regarding timing considerations
relating to the Appraisal rights afforded to Shareholders.
3. Shareholders should note that as transactions in shares are settled in the electronic settlement system used by
Strate, settlement of trades takes place three Business Days after such trade. Therefore persons who acquire
Shares after close of trade on Tuesday, 16 November 2021 will not be eligible to attend, participate and vote
at the General Meeting, but will, provided the Scheme is approved and they acquire the Tower Shares on or
prior to the Scheme Last Day to Trade (expected to be Tuesday, 21 December 2021), participate in the Scheme.
4. For administrative purposes Forms of Proxy should be submitted so as to reach the Transfer Secretaries no
later than 48 hours (excluding Saturdays, Sundays and official public holidays) before the General Meeting
(or any adjournment or postponement of the General Meeting), provided that a Shareholder shall be entitled to
lodge a Form of Proxy with the Transfer Secretaries less than 48 hours.
5. 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 of the General Meeting.
6. All times given in this announcement are local times in the Republic of South Africa. If the Scheme becomes
operative, share certificates may not be Dematerialised or rematerialised after the Scheme Last Day to Trade.
7. The date of payment of the Scheme Consideration, which is expected to be Tuesday, 28 December 2021 in
respect of Dematerialised and Certificated Tower Shareholders.
8. The date of payment of the General Offer Consideration, will take place within six Business Days of the later
of the General Offer being declared wholly unconditional and acceptance of the General Offer by the General
Offer Participant and in accordance with paragraph 8.6.6 of the Circular in respect of Certificated Shareholders.
9. Should sufficient Tower Shareholders vote against the Scheme Resolution at the General Meeting so that a
Shareholder may require Tower to obtain Court approval regarding the Scheme Resolution as contemplated in
section 115(3)(a) of the Companies Act, and if a Shareholder in fact delivers such a request, the dates and
times set out above will need to be amended. Shareholders will be notified separately of the applicable dates
and times under this process. If any Shareholder who votes against the Scheme Resolution exercises its rights
in terms of section 115(3)(b) of the Companies Act and applies to Court for a review of the Scheme, the dates
and times set out above will need to be amended. Tower Shareholders will be notified separately of the
applicable dates and times under this process.
5. RESPONSIBILITY STATEMENTS
The Independent Board accepts responsibility for the information contained in this announcement and, to the best
of the Independent Board's knowledge and belief, that information is true and this announcement does not omit
anything likely to affect the importance of the information included.
25 October 2021
Johannesburg, South Africa
Joint transaction sponsor Corporate advisor to Tower Legal advisor to Tower
Java Capital Ferryman Capital Partners Cliffe Dekker Hofmeyr Inc
Corporate advisor to RDC and Joint Legal advisor to RDC Independent expert
transaction sponsor Fluxmans Questco Corporate Advisory
Investec Bank Limited Proprietary Limited
Date: 25-10-2021 04:00:00
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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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.
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