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RDF/MDN - Redefine/Madison - Salient Dates Announcement: Scheme Of Arrangement

Release Date: 13/03/2009 15:55
Code(s): MDN RDF
Wrap Text

RDF/MDN - Redefine/Madison - Salient Dates Announcement: Scheme Of Arrangement And Delisting Of Madison Redefine Income Fund Limited Registration No. 1999/018591/06 Share Code: RDF ISIN Code: ZAE000023503 ("Redefine" or "the proposer) Madison Property Fund Managers Holdings Limited Registration No. 2003/021772/06 Madison Property Fund Managers Limited Registration No. 2005/021874/06 Share Code: MDN ISIN: ZAE000080560 ("Madison") SALIENT DATES ANNOUNCEMENT: SCHEME OF ARRANGEMENT AND DELISTING OF MADISON Linked unitholders are referred to the announcements dated 15 January 2009 and 9 March 2009 in respect the scheme of arrangement in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, proposed by Redefine between Madison and its linked unitholders in terms of which Redefine will acquire all of the linked units held by the Madison linked unitholders, recorded in the register on the record date of the scheme ("scheme participants"). In terms of the scheme, the scheme participants will receive 90 new Redefine linked units for every 100 Madison linked units held, rounded up or down to the nearest whole number (the "transaction"). A circular relating to the transaction, together with revised listing particulars in respect of Redefine, has been dispatched to Madison linked unitholders today, 13 March 2009. The salient date regarding the implementation of the transaction are as follows: 2009 Last day to trade in Madison linked units in order to Friday, 27 March be recorded in the register to vote at the scheme meetings (see note 2 below) on Voting record date to vote at the scheme meetings by Thursday, 2 April close of trading on Last day for receipt of proxies for the Madison Thursday, 2 April shareholders` scheme meeting by 10:30 (see note 3 below) on Last day for receipt of proxies for the Madison Thursday, 2 April debenture holders` scheme meeting by 11:00 (see note 3 below) on Madison shareholders` scheme meeting to be held at Monday, 6 April 10:30 on Madison debenture holders` scheme meeting to be held Monday, 6 April at 11:00 (or ten minutes after the conclusion of the Madison shareholders` scheme meeting, whichever is the later) on Results of scheme meetings released on SENS on Monday, 6 April
Results of scheme meetings published in the press on Tuesday, 7 April Receive approval from Competition Authorities Monday, 1 June (see note 5 below) on Court hearing to sanction the scheme (hereinafter Tuesday, 9 June referred to as "the return date") on
Results of Court hearing released on SENS on Wednesday, 10 June Registration of order by Registrar on Friday, 12 June
Results of Court hearing published in the press on Monday, 15 June IF THE SCHEME IS SANCTIONED AND BECOMES EFFECTIVE
Finalisation date on Monday, 15 June Last day to trade in Madison linked units in order to Friday, 26 June participate in the scheme consideration (see note 6 below) on Suspension of listing of Madison linked units at Monday, 29 June commencement of trading on Scheme consideration record date, being the date on Friday, 3 July which scheme participants must be recorded in the register to receive the scheme consideration, by close of trading on Operative date of the scheme at the commencement of Monday, 6 July trading on Scheme consideration posted to certificated scheme Monday, 6 July participants (if documents of title are received on or prior to 12:00 on the scheme consideration record date) on or about Dematerialised scheme participants` accounts (held at Monday, 6 July their CSDP or broker) updated on Termination of listing of Madison linked units at the Tuesday, 7 July commencement of trading on
Notes: 1. All dates and times may be changed by mutual agreement between Madison and the proposer and/or may be subject to certain regulatory approvals. Any change will be released on SENS and published in the press. 2. Madison linked unitholders should note that as transactions in linked units are settled in the electronic settlement system used by Strate, settlement of trades takes place five business days after such trade. Therefore persons who acquire Madison linked units after Friday, 27 March 2009 will not be eligible to vote at the scheme meeting, but will, provided the scheme is approved and they acquire the Madison linked units prior to Friday, 26 June 2009, participate in the scheme consideration. 3. If a form of proxy is not received by the time and date shown above, it may be handed to the chairman of the relevant scheme meeting not later than 10 minutes before that scheme meeting or any postponed or adjourned scheme meeting is due to commence or re-commence. 4. All times given in this announcement are local times in South Africa. 5. To the extent that approval from the Competition Authorities is not obtained on or before the return date and should the scheme be sanctioned, an announcement will be made on SENS and in the press advising scheme participants of the final date, the scheme consideration record date and the expected operative date. 6. Madison linked unit certificates may not be dematerialised after Friday, 26 June 2009. 13 March 2009 Corporate advisor, legal advisor and sponsor to Redefine and sponsor to Madison Java Capital (Proprietary) Limited Independent advisor to Madison Grant Thornton Corporate Finance Attorneys to the scheme Fluxmans Inc. Independent sponsor to Madison Deloitte & Touche Sponsor Services (Proprietary) Limited Date: 13/03/2009 15:55:01 Supplied by www.sharenet.co.za 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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