Wrap Text
Posting of circular and notice of general meeting announcement
FOUNTAINHEAD PROPERTY TRUST
(A collective investment scheme in property
registered in terms of the Collective Investment
Schemes Control Act, No. 45 of 2002)
(“Fountainhead”)
Managed by Fountainhead Property Trust Management Limited
(Registration number 1983/003324/06)
(“FPTML”)
JSE share code: FPT ISIN: ZAE000097416
(Approved as a REIT by the JSE)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING ANNOUNCEMENT
1. INTRODUCTION
Fountainhead unitholders are referred to the joint terms announcement which was released on SENS on
4 July 2014 in terms of which Redefine Properties Limited (“Redefine”) and Fountainhead Property Trust
(“Fountainhead”) advised their respective unitholders that they, together with Fountainhead Property Trust
Management Limited (“FPTML”), had entered into an agreement in terms of which Fountainhead will dispose
of all its assets, including the entire Fountainhead property portfolio in exchange for 82 Redefine consideration
shares (“Redefine consideration shares”) for every 100 Fountainhead units in issue and the assumption by
Redefine of all of Fountainhead’s liabilities, including Fountainhead’s interest-bearing debt (“the
transaction”).
2. POSTING OF THE CIRCULAR AND NOTICE OF GENERAL MEETING
Fountainhead unitholders are hereby advised that Fountainhead has today, 31 July 2014, posted a circular dated
31 July 2014 (“the circular”) to Fountainhead unitholders, containing full details of the transaction, full
financial effects of the transaction and incorporating a notice of general meeting (“notice”).
A general meeting of Fountainhead unitholders will be held at 10:30 on Friday, 22 August 2014 at the
registered office of Fountainhead (2 Arnold Road, Rosebank, Johannesburg, 2196) for the purposes of
considering and, if deemed fit, passing, with or without modification, the resolution set out in the notice
necessary to give effect to:
- the disposal by Fountainhead of all its assets including the entire Fountainhead property portfolio to
Redefine in exchange for Redefine consideration shares and the assumption by Redefine of all of
Fountainhead’s liabilities including Fountainhead’s interest-bearing debt;
- the distribution of the Redefine consideration shares by Fountainhead to its unitholders and the direct issue
to Fountainhead unitholders and on behalf of Fountainhead in settlement of the distribution by
Fountainhead to its unitholders of the Redefine consideration shares, in the ratio of 82 Redefine
consideration shares for every 100 Fountainhead units held and the assumption of all of Fountainhead’s
liabilities including Fountainhead’s interest-bearing debt and in terms of which Redefine will incur
transaction costs of approximately R7 340 000; and
- the delisting of Fountainhead from the main board of the JSE (“the delisting”) and the subsequent winding
up of Fountainhead, as soon as practically possible following the settlement of all of the liabilities of
Fountainhead.
3. IMPORTANT DATES AND TIMES
2014
Announcement of posting of circular and notice of general meeting in Friday, 1 August
the press on
Last day to trade in order to attend and vote at the general meeting Friday, 8 August
Record date in order to be eligible to attend and vote at the general Friday, 15 August
meeting
Receipt of forms of proxy in respect of the general meeting of Wednesday, 20 August
Fountainhead unitholders by 10:30 on
The general meeting to be held at 10:30 on Friday, 22 August
Results of the general meeting released on SENS on Friday, 22 August
Results of the general meeting published in the press on Monday, 25 August
Publish finalisation announcement on SENS on Friday, 21 November
Publish finalisation announcement in the press on Monday, 24 November
Last day to trade in Fountainhead units on the JSE to participate in Friday, 28 November
the transaction and delisting
Fountainhead units suspended from the commencement of trade on Monday, 1 December
The listing of Redefine consideration shares from the commencement Monday, 1 December
of trade
Record date to participate in the delisting and to be entitled to receive Friday, 5 December
Redefine consideration shares
Redefine consideration shares issued to existing Fountainhead Monday, 8 December
unitholders
Delisting of Fountainhead units from the JSE at commencement of Monday, 8 December
trade on
31 July 2014
Corporate advisor and sponsor to Redefine
Sponsor to Fountainhead
Java Capital
Legal advisor to Redefine
Cliffe Dekker Hofmeyr
Financial advisor and independent transaction sponsor to Fountainhead
Rand Merchant Bank
Legal advisor to the independent committee of the board of directors of FPTML
Bowman Gilgillan
Tax advisor
Edward Nathan Sonnenbergs
Independent expert
Questco
Date: 31/07/2014 05:39:00 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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