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EMI - Emira Property Fund - Amendments to the trust deed and results of Ballot
EMIRA PROPERTY FUND
(A Property Fund created under the Emira Property Scheme, registered in terms of
the Collective Investment Schemes Control Act)
Share code: EMI ISIN: ZAE000050712
("Emira" or "the Fund")
AMENDMENTS TO THE TRUST DEED AND RESULTS OF BALLOT
1. INTRODUCTION
Participatory interest (PI) holders are referred to the SENS announcement and
memorandum to PI holders issued on 14 July 2010, which set out certain proposed
amendments ("the Amendments") to the Trust Deed ("the Deed") establishing the
Emira Property Scheme ("the Scheme"), which had been agreed to between the
manager of the Fund, Strategic Real Estate Managers (Pty) Ltd ("the Manager"),
and the trustee of the Fund, Absa Bank Limited. The implementation of the
Amendments, which are summarised below, was subject to the fulfilment of certain
conditions precedent.
The Amendments would enable the Scheme to:
1. extend the ambit of the Manager`s investment policy so that the Fund can
invest in a broader class of assets;
2. increase the limit of borrowing by the Scheme from the current limit of
30% to 40% of the value of the underlying assets comprising the relevant
portfolio; and
3. amend the existing service charge arrangement in respect of the Fund
from a monthly charge based on enterprise value, to a monthly charge equal
to the actual operating costs incurred by the Manager in administering the
Fund and the payment of a once-off cancellation payment of R 197,4 million
("the Cancellation Payment") to the Manager.
2. CONDITIONS PRECEDENT
The implementation of the Amendments was subject to the fulfilment of the
following conditions precedent, amongst others, by not later than 30 September
2010:
(i) the consent of PI holders holding a majority in value of the total
number of PIs, excluding the Manager, who reply to the ballot, in which
ballot the replies of PI holders holding not less than 25% in value of the
total number of PIs in issue, have been received in writing; and
(ii) the Fund raising finance in the sum of R 197,4 million in order to
fund the Cancellation Payment, which should be done by way of issuing
further PIs to investors.
3. RESULTS OF THE BALLOT
A memorandum containing ballot papers and incorporating the salient features of
the Amendments was posted to all PI holders on 14 July 2010. PI holders were
requested to complete the ballots and to return them to the Fund`s auditors, by
26 August 2010.
A sufficient number of ballots were received and, of those, a requisite majority
voted in favour of the Amendments.
The summarised results of the ballot are as follows:
Proposed Value of total Value in Value against
amendment responses favour of the the amendment
amendment
Number 1 - 77% 94% 6%
Extension of
the investment
policy to
enable
investment in
a broader
class of
assets
Number 2 - 77% 98% 2%
Increase
borrowing
limit from 30%
to 40% of the
value of
underlying
assets
Number 3 - 74%* 98%* 2%*
Amendment of
the existing
service charge
arrangement
*Excluding the votes of the shareholders of the Manager and their associates
4. RAISING OF FINANCE
In terms of the authority given to the Fund at its annual general meeting held
in November 2009, Emira issued 20 182 575 new PIs to various investors on 6
September 2010 at an issue price of R 12,8824 per PI, thereby raising an amount
R 260m which will be used to settle the Cancellation Payment. The issue price of
the PIs of R 12,8824, which were issued cum the distribution payable on 20
September 2010, included the distributions of 56,24 cents per PI, in respect of
the period from January to June 2010 and 20,35 cents per PI, in respect of the
period July 2010 to the date of issue.
5. APPROVAL OF THE SUPPLEMENTAL DEEDS BY THE REGISTRAR OF COLLECTIVE INVESTMENT
SCHEMES AND EFFECTIVE DATE
Following the fulfilment of all the conditions precedent, approval of the
supplemental deeds containing the Amendments, was granted by the Registrar of
Collective Investment Schemes. The effective date of the supplemental deeds is
15 September 2010.
Sandton
16 September 2010
Merchant Bank and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Trustee of the Scheme
Absa Bank Limited
Attorneys
Edward Nathan Sonnenbergs Inc.
Auditors to the Fund
PricewaterhouseCoopers Inc.
Independent financial advisor to the Fund
KPMG Services (Pty) Limited
Date: 16/09/2010 16:02:01 Supplied by www.sharenet.co.za
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