Wrap Text
Posting of scheme circular and salient dates and times in respect of the scheme
FORTRESS REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes: FFA ISIN: ZAE000248498
FFB ISIN: ZAE000248506
Bond Company code: FORI
LEI: 378900FE98E30F24D975
(Approved as a REIT by the JSE)
("Fortress" or "the Company")
POSTING OF SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME
Shareholders are referred to the firm intention announcement published on SENS on 20 June 2022 detailing the terms
of the proposed scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008 (the "Companies
Act") between Fortress and Fortress A shareholders, which, if implemented, will result in Fortress repurchasing all of
the Fortress A shares held by Scheme Participants, in consideration for the issue of 3.01281 Fortress B shares for every
Fortress A share (the "Scheme").
Fortress has, on Tuesday, 19 July 2022, distributed a circular to its shareholders relating to the Scheme (the "Scheme
Circular"). Capitalised terms in this announcement bear the same meaning as in the Scheme Circular.
The Scheme Circular incorporates the respective notices of the Combined General Meeting, the FFA General Meeting
and the FFB General Meeting (together the "Fortress Shareholder Meetings") for the purpose of approving the
resolutions required to implement the Scheme. Copies of the Scheme Circular are available on the Company's website
at: https://cmsignition.co.za/download/files_1184/Schemeofarrangementcircular-19July2022.pdf
and may be requested from the Company Secretary, at tamlyn@fortressfund.co.za or the sponsor, Java Capital, at
sponsor@javacapital.co.za.
The Fortress Shareholder Meetings will be held on Wednesday, 17 August 2022 at the registered office of Fortress
(Block C, Cullinan Place, Cullinan Close, Morningside, 2196), as well as virtually via a remote interactive electronic
platform, Microsoft Teams, as follows:
- The Combined General Meeting will be held at 10:00 for the purpose of considering and, if deemed fit, passing,
with or without modification, the resolutions required to authorise and implement the Scheme;
- The FFA General Meeting will be held at 10:30 or 5 minutes after the completion of the Combined General
Meeting, whichever is the later, for the purpose of considering and, if deemed fit, passing, with or without
modification, the resolutions required to authorise and implement the Scheme; and
- The FFB General Meeting will be held at 11:00 or 5 minutes after the completion of the FFA General Meeting,
whichever is the later, for the purpose of considering and, if deemed fit, passing, with or without modification,
the applicable Transaction Resolutions.
OPINION AND RECOMMENDATION OF THE INDEPENDENT BOARD
The Independent Board of Fortress, comprising Jan Potgieter, Bram Goossens, Benjamin Kodisang and Susan Ludolph
appointed EY to provide the Independent Board with its opinion as to whether the terms of the Scheme are fair and
reasonable, in accordance with the requirements of the Companies Act and the Takeover Regulations.
Taking into consideration the terms and conditions of the Scheme, the Independent Expert is of the opinion that such
terms and conditions are fair and reasonable to Fortress Shareholders. EY's fair and reasonable opinion is set out in
Annexure 1 of the Scheme Circular.
The Independent Board has concluded that the Scheme Consideration is fair and reasonable. The Independent Board
recommends that Fortress Shareholders vote in favour of the resolutions to be proposed at the Fortress Shareholder
Meetings.
SALIENT DATES AND TIMES
Set out below are the salient dates and times assuming the successful implementation of the Scheme:
2022
Record date to determine which Fortress Shareholders are entitled to receive
the Scheme Circular Friday, 8 July
Scheme Circular together with the accompanying notices convening the
Fortress Shareholder Meetings, forms of proxy (pink, green and yellow) and
form of election, surrender and transfer (blue) posted to Fortress Shareholders
on Tuesday, 19 July
Announcement relating to the issue of the Scheme Circular (together with the
notices of the Fortress shareholder meetings) released on SENS on Tuesday, 19 July
Announcement relating to the issue of the Scheme Circular (together with the
notices of the Fortress Shareholder Meetings) published in the press on Wednesday, 20 July
Last date to trade in Fortress Shares on the JSE in order to be recorded on the
register to vote at the appropriate Fortress Shareholder Meeting(s) on Monday, 8 August
Public Holiday Tuesday, 9 August
Record date to be eligible to vote at the appropriate Fortress Shareholder
Meeting(s), being the voting record date, by the close of trade on Friday, 12 August
Last date and time to lodge forms of proxy (pink, green and yellow) in respect
of the Fortress Shareholder Meetings with the transfer secretaries by 10:00 on
(alternatively, the form of proxy may be handed to the chairperson of the
Fortress Shareholder Meetings at any time prior to the commencement of the
applicable Fortress shareholder meeting or prior to voting on any resolution to
be proposed at the applicable Fortress shareholder meeting) Monday, 15 August
Last date and time for Fortress Shareholders to give notice of their objections
to the special resolution approving the Scheme in terms of section 164(3) of the
Companies Act by no later than 10:00 on Wednesday, 17 August
Combined General Meeting held at 10:00 on Wednesday, 17 August
FFA General Meeting held at 10:30 or 5 minutes after the completion of the
Combined General Meeting, whichever is the later, on Wednesday, 17 August
FFB General Meeting held at 11:00 or 5 minutes after the completion of the
FFA General Meeting, whichever is the later, on Wednesday, 17 August
Results of the Fortress Shareholder Meetings released on SENS on Wednesday, 17 August
Results of the Fortress Shareholder Meetings published in the press on Thursday, 18 August
Last date for shareholders who voted against the Scheme to require Fortress 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
Combined General Meeting were exercised against the Scheme Wednesday, 24 August
Last date on which Fortress Shareholders can make application to the court in
terms of section 115(3)(b) of the Companies Act on Wednesday, 31 August
Last date for Fortress to give notice of adoption of the special resolution
approving the Scheme to Fortress shareholders who objected to such special
resolution in terms of section 164(3) of the Companies Act on Wednesday, 31 August
Fortress to release results for the year ended 30 June 2022 on Thursday, 1 September
If no Fortress shareholders exercise their rights in terms of section 115(3)(a) or section 115(3)(b) of the Companies
Act:
Finalisation date expected to be on Tuesday, 6 September
Finalisation announcement in respect of the Scheme expected to be released on
SENS on Tuesday, 6 September
Finalisation date announcement in respect of the Scheme expected to be
published in the press on Wednesday, 7 September
Expected last day to trade in FFA Shares on the JSE in order to be recorded on
the register on the Scheme record date to receive the Scheme Consideration on Tuesday, 13 September
Expected date of the suspension of listing of FFA Shares on the JSE at the
commencement of trade on Wednesday, 14 September
Announcement of the value of cash payments arising from fractional
entitlements expected to be released on SENS by 11:00 on Thursday, 15 September
Announcement of the value of cash payments arising from fractional
entitlements expected to be released in the press on Friday, 16 September
Expected Scheme record date on which FFA Shareholders must be recorded in
the register to receive the Scheme Consideration by close of trade on Friday, 16 September
Expected Scheme operative date on Monday, 19 September
Expected implementation date, being the date on which the Scheme
Consideration will be issued to Scheme Participants (provided their form of
election, surrender and transfer (blue) and documents of title are received on or
before 12:00 on the Scheme record date) Monday, 19 September
Expected date on which dematerialised shareholders who are Scheme
Participants will receive the Scheme Consideration Monday, 19 September
Expected date on which Scheme Participants will receive cash payments
arising from fractional entitlements Monday, 19 September
Expected date for the dividend to be declared for the financial year ended 30
June 2022 to FFB Shareholders Monday, 19 September
Expected termination of listing of FFA Shares on the JSE at the
commencement of trade on or about Tuesday, 20 September
Expected last day to trade cum dividend (if declared) in FFB Shares Tuesday, 20 September
Expected date on which Fortress Shares trade ex-dividend (if declared) Wednesday, 21 September
Expected record date on which FFB Shareholders must be recorded in the
register to receive the dividend (if declared) by close of trade on Friday, 23 September
Expected date for the payment of the dividend (if declared) Monday, 26 September
Notes:
1. All times are local times in South Africa and may be changed by Fortress (subject to the approval of the JSE
and/or the Takeover Regulation Panel, if required). The dates have been determined based on certain assumptions
regarding the date by which certain shareholder and regulatory approvals will be obtained and that no court
approval or review of the applicable scheme resolution will be required. Any change in the dates and times will
be released on SENS and published in the press.
2. A form of proxy not lodged with the transfer secretaries may be handed to the chairperson of the Fortress
Shareholder Meetings at any time prior to the commencement of any of the Fortress Shareholder Meetings or
prior to voting on any resolution to be proposed at any of the Fortress Shareholder Meetings.
3. If any of the Fortress Shareholder Meetings is adjourned or postponed, a form of proxy submitted for the initial
meeting will remain valid in respect of any adjournment or postponement of the meeting, unless it is withdrawn.
4. If any of the Fortress Shareholder Meetings is adjourned or postponed, then forms of proxy that have not yet been
submitted should be lodged with the transfer secretaries by no later than two business days before the adjourned
or postponed meeting but may nonetheless be handed to the chairperson of the adjourned or postponed meeting
at any time prior to the commencement of the adjourned or postponed meeting or prior to voting on any resolution
to be proposed at the adjourned or postponed meeting.
5. Fortress 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 trades. Therefore, Fortress Shareholders
who acquire Fortress Shares after close of trade on Monday, 8 August 2022 will not be eligible to vote at the
Fortress Shareholder Meetings.
6. No dematerialisation or rematerialisation of FFA Shares may take place after Tuesday, 13 September 2022, being
the last date to trade in FFA Shares on the JSE in order to be recorded on the register on the Scheme record date.
7. If the Scheme is approved by such number of Fortress Shareholders at the Combined General Meeting so that a
Fortress Shareholder may require Fortress to obtain court approval of the Scheme as contemplated in section
115(3)(a) of the Companies Act, and if a Fortress Shareholder in fact delivers such a request, the dates and times
set out above will require amendment. Fortress Shareholders will be notified separately of the applicable dates
and times under this process.
8. If any Fortress Shareholder who votes against the Scheme 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 require
amendment. Fortress Shareholders will be notified separately of the applicable dates and times under this process.
RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained in this announcement and certifies that, to
the best of its knowledge and belief, the information contained in this announcement relating to Fortress is true and this
announcement does not omit anything that is likely to affect the import of such information.
19 July 2022
Lead sponsor and corporate advisor Joint sponsor
Java Capital Nedbank Corporate and Investment Banking,
(a division of Nedbank Limited)
Date: 19-07-2022 05:42:00
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.
Sharenet Sites 
