ARROWHEAD PROPERTIES LIMITED - Posting of circular incorporating a notice of general meeting and prospectus

Posting of circular incorporating a notice of general meeting and prospectus

ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE share code: AWA ISIN: ZAE000158101
JSE share code: AWB ISIN: ZAE000158119
(Approved as a REIT by the JSE)
(“Arrowhead” or “the company”)


POSTING OF CIRCULAR INCORPORATING A NOTICE OF GENERAL MEETING AND PROSPECTUS


Linked unitholders are referred to the joint Arrowhead and Vividend Income Fund Limited (“Vividend”) announcement
released on SENS on 1 April 2014 relating to the proposed offer by Arrowhead to acquire all of the Vividend linked units it
does not already own:
-    by means of one or more indivisibly linked schemes of arrangement in terms of section 114 of the Companies Act 71 of
     2008 (“Scheme”); or
-    if certain conditions to which the Scheme is subject are not fulfilled, by means of a voluntary general offer,

(collectively, “the Proposed Transaction”).

Linked unitholders are advised that the Takeover Regulation Panel has provided a ruling that the scheme consideration should
include an additional cash amount per Vividend linked unit equivalent to the option premium of R4 461 500 (four million
four hundred and sixty one thousand and five hundred Rand) paid by Arrowhead to Stanlib Asset Management (being an
amount of 7 cents per Vividend linked unit). Accordingly, Vividend linked unitholders will, if the Scheme becomes
operative, receive 0.374 of an Arrowhead A linked unit, 0.374 of an Arrowhead B linked unit and 7 cents cash for every one
Vividend linked unit held.

Furthermore linked unitholders are hereby advised that the company has today Monday, 2 June 2014, posted to linked
unitholders a circular containing a notice of general meeting (“the circular”) relating to the Proposed Transaction, together
with a prospectus.

The general meeting of linked unitholders of the company will be held at the registered office of the company at 2nd Floor, 
18 Melrose Boulevard, Melrose Arch, Johannesburg at 10:00 on Wednesday, 2 July 2014, for the purpose of considering and, if
deemed fit, passing with or without modification, the resolutions set out in the notice of general meeting to implement the
Proposed Transaction.

The Proposed Transaction remains subject to, inter alia, approval from the Competition Authorities and Arrowhead receiving
the requisite unitholder approval at the general meeting referred to above.

The salient dates and times relating to the Proposed transaction are set out below.
                                                                                                                 2014
 Last day to trade in order to be eligible to vote at the general meeting on                          Friday, 20 June
 Record date for voting purposes on                                                                   Friday, 27 June
 Last day to lodge forms of proxy for the general meeting (by 10:00) on                               Monday, 30 June
 General meeting to be held at 10:00 on                                                             Wednesday, 2 July
 Results of the general meeting released on SENS on                                                 Wednesday, 2 July
 Results of the general meeting published in the press on                                            Thursday, 3 July
Note:
All dates and times in the timetable above are local dates and times in South Africa. The above dates and times are subject to
change. Any changes will be released on SENS and published in the press.

Words and expressions in this announcement have the same meanings as assigned to them in the circular.

2 June 2014


Corporate advisor and sponsor
Java Capital

Legal advisor
Cliffe Dekker Hofmeyr Inc.

Independent reporting accountants and auditors
Grant Thornton (JHB) Inc.

Competition law advisor
Vani Chetty


Date: 02/06/2014 03:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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