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Redefine /Spearhead - Results of the scheme meetings

Release Date: 24/10/2006 16:21
Code(s): SPE RDF
Wrap Text

Redefine /Spearhead - Results of the scheme meetings Redefine Income Fund Limited (Registration No. 1999/018591/06) Share Code: RDF & ISIN Code: ZAE000023503 ("Redefine") Spearhead Property Holdings Limited (Registration No. 1996/005827/06) Share Code: SPE & ISIN Code: ZAE000019162 ("Spearhead" or "the company") Results of the scheme meetings Spearhead linked unitholders are advised that the scheme of arrangement in terms of section 311 of the Companies Act (Act 61 of 1973, as amended) ("the Act") between Spearhead and its linked unitholders relating to the acquisition by Redefine of 100% of the linked units in Spearhead ("the scheme") was unanimously approved by Spearhead shareholders and Spearhead debenture holders at the scheme meetings held on Tuesday 24 October 2006. Copies of the Chairman"s report on the scheme meetings will be available at the registered office of Spearhead (3rd Floor, The Spearhead, 42 Hans Strijdom Avenue, Foreshore, Cape Town, 8001) and at the offices of Spearhead"s Sponsor, Bridge Capital Advisors (Proprietary) Limited (1st Floor, 22A The Woodlands, Woodlands Drive, Woodmead, Sandton, 2196) to any Spearhead linked unitholder on request, free of charge, during normal business hours, for at least 4 calendar days before the date on which application is made to the High Court of South Africa (Cape of Good Hope Provincial Division) for the sanctioning of the scheme ("the return date"). CONDITIONS PRECEDENT TO THE SCHEME The scheme remains subject to the following conditions precedent: * the requisite approval of Redefine linked unitholders, which is anticipated to be received on 27 October 2006; * the approval by the Competition Authorities of the acquisition; * the scheme being sanctioned by the High Court of South Africa (Cape of Good Hope Provincial Division) on the return date; and * a certified copy of the Order of Court sanctioning the scheme being registered by the Registrar in terms of the Act. SALIENT DATES AND FURTHER ANNOUNCEMENTS To the extent that approval from the Competition Authorities is obtained on or before 26 October 2006, the return date will be 31 October 2006 and the salient dates for the implementation of the scheme will be as published in the circular issued to Spearhead linked unitholders on 9 October 2006, on SENS on 10 October 2006 and in the press on 11 October 2006 ("the salient dates timetable"). If approval from the Competition Authorities is not obtained on or before 26 October 2006, the return date will be extended and all dates from 31 October 2006 onwards will change from those that were set out in the salient dates timetable. In this event, further announcements regarding the revised salient dates and the date on which the scheme will be implemented will be published on SENS and in the press. Cape Town 24 October 2006 Corporate advisor, legal advisor and sponsor to Redefine Java Capital (Proprietary) Limited Corporate advisor and sponsor to Spearhead Bridge Capital Advisors (Proprietary) Limited Legal advisor to Spearhead and attorneys to the scheme Hofmeyr Herbstein & Gihwala Inc. Legal advisor to Spearhead Werksmans Inc. Spearhead"s auditors and independent advisor PKF (Newlands) Inc. Date: 24/10/2006 04:21:09 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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