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Results of debenture holders' scheme meeting and shareholders' general meeting
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE NSX share code: VKN
ISIN: ZAE000056370
(Granted REIT status with the JSE)
(“Vukile” or the “company”)
RESULTS OF DEBENTURE HOLDERS’ SCHEME MEETING AND SHAREHOLDERS’ GENERAL MEETING
Linked unitholders are referred to the announcement released on SENS on 19 December 2014 wherein linked unitholders were advised
that Vukile had posted a circular to linked unitholders (the “circular”) relating to:
- the conversion of Vukile’s authorised and issued ordinary par value shares to authorised and issued ordinary shares of no par
value (the “par value conversion”);
- subsequent to the par value conversion, the conversion of the company’s current linked unit capital structure to an all share
structure by:
- the delinking of each Vukile ordinary share from a Vukile debenture so as to no longer constitute a linked unit;
- the cancellation of each debenture and concomitant waiver, for no consideration, by the debenture holders of their right to
be repaid the debt reflected in each debenture;
- the capitalisation of the value allocated to each debenture in the books of account of the company, equating to the issue
price of each debenture to Vukile’s stated capital account; and
- the termination of the Vukile Debenture Trust Deed,
to be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act, 2008 (the “Companies Act”)
between the company and its debenture holders (the “scheme”);
- the amendment of Vukile’s Memorandum of Incorporation to give effect to the change in Vukile’s capital structure and the
provisions of the Companies Act and the JSE Listings Requirements in respect of the approval of written resolutions by
shareholders;
- the amendment of Vukile’s Debenture Trust Deed to enable the change in Vukile’s capital structure; and
- the subsequent termination of Vukile’s Debenture Trust Deed.
Linked unitholders are advised that:
- at the debenture holders’ scheme meeting held on Wednesday, 21 January 2015, all resolutions required to be passed by Vukile
debenture holders to approve the transactions detailed above were passed by the requisite majority of debenture holders; and
- at the shareholders’ general meeting held on Wednesday, 21 January 2015, all resolutions required to be passed by Vukile
shareholders to approve the transactions detailed above were passed by the requisite majority of shareholders.
Details of the results of voting at the debenture holders’ scheme meeting are as follows:
- total number of Vukile debentures that could have been voted at the debenture holders’ scheme meeting: 557 275 318
- total number of Vukile debentures that were present/represented at the debenture holders’ scheme meeting: 435 707 347 being
78.18529% of the total number of Vukile debentures that could have been voted at the debenture holders’ scheme meeting
Debenture holder special resolution number 1: Amendment of the debenture trust deed
Shares voted* For Against Abstentions
435 226 902 435 226 902, being 100% - 480 445
Debenture holders special resolution number 2: Delinking of linked units
Shares voted* For Against Abstentions
435 226 902 435 226 902, being 100% - 480 445
Debenture holders special resolution number 3: Approval of the scheme
Shares voted* For Against Abstentions
435 226 902 435 226 902, being 100% - 480 445
Debenture holders special resolution number 4: Termination of the debenture trust deed
2
Shares voted* For Against Abstentions
435 226 902 435 226 902, being 100% - 480 445
Debenture holders ordinary resolution number 1: General authority
Shares voted* For Against Abstentions
435 226 902 435 226 902, being 100% - 480 445
Details of the results of voting at the shareholders general meeting are as follows:
- total number of Vukile shares that could have been voted at the shareholders’ general meeting:
557 275 318
- total number of Vukile debentures that were present/represented at the shareholders’ general meeting: 343 241 701 being
61.59284% of the total number of Vukile shares that could have been voted at the shareholders’ general meeting
Shareholder special resolution number 1: Par value conversion of shares
Shares voted* For Against Abstentions
343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178
Shareholder special resolution number 2: Amendment of the company’s MOI pertaining to the par value conversion
Shares voted* For Against Abstentions
343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178
Shareholder special resolution number 3: Delinking of linked units
Shares voted* For Against Abstentions
343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178
Shareholder special resolution number 4: Amendment of the company’s MOI pertaining to the delinking and the approval of written
resolutions by shareholders
Shares voted* For Against Abstentions
343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178
Shareholder ordinary resolution number 1: General authority
Shares voted* For Against Abstentions
343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178
* Excluding abstentions
The scheme remains subject to, inter alia,:
- the issue of a compliance certificate by the Takeover Regulation Panel in terms of section 119(4) of the Companies Act in respect of
the scheme; and
- the filing and registration of the special resolutions in respect of the transactions with the Companies and Intellectual Properties
Commission.
A further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding conditions
precedent to the scheme at the appropriate time.
21 January 2015
JSE sponsor NSX sponsor
Java Capital IJG Securities (Pty) Ltd
Date: 21/01/2015 04:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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