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Notice of general meeting
VUNANI PROPERTY INVESTMENT FUND LIMITED
Granted REIT status by the JSE
(Incorporated in the Republic of South Africa)
(Registration number 2005/019302/06)
JSE code: VPF
ISIN: ZAE000157459
(“VPIF” or “the company”)
NOTICE OF A GENERAL MEETING RELATING TO THE:
• AUTHORISATION FOR THE CONVERSION OF VPIF’S LINKED UNIT CAPITAL STRUCTURE TO
AN ALL EQUITY CAPITAL STRUCTURE PURSUANT TO VPIF’S CONVERSION TO A REIT AND
THE PROPOSED CONVERSION OF THE SHARE CAPITAL INTO SHARES OF NO PAR VALUE;
• ADOPTION OF A NEW MEMORANDUM OF INCORPORATION (“MOI”); AND
• CESSION AND ASSIGNMENT OF THE ASSET MANAGEMENT AGREEMENT.
__________________________________________________________________________
1. NOTICE OF GENERAL MEETING:
A general meeting of unitholders of the company will be held at the company’s offices,
Vunani House, Vunani Office Park, 151 Katherine Street, Sandown on Thursday, 16 January
2014 at 10:00, to consider the matters set out below.
2. CONVERSION OF VPIF’S LINKED UNIT CAPITAL STRUCTURE TO AN ALL EQUITY CAPITAL
STRUCTURE PURSUANT TO VPIF’S CONVERSION TO A REIT AND THE PROPOSED
CONVERSION OF THE SHARE CAPITAL INTO SHARES OF NO PAR VALUE (“the Corporate
Actions”)
VPIF has been granted REIT status by the JSE as provided for in the Income Tax Act and
section 13 of the JSE Listings Requirements. VPIF is required to fully comply with the JSE
Listings Requirements pertaining to REITs and the board proposes aligning VPIF’s current
linked unit structure to an all equity structure and therefore proposes:
- the delinking of the VPIF linked units – the replacement of each VPIF linked unit with 1
delinked VPIF ordinary share by the delinking of the VPIF linked units and the
capitalisation of the value of the debentures in the books of the company to form part
of the stated capital accounts of VPIF. This will be facilitated by an amendment to the
Debenture Trust Deed followed by the termination of the Debenture Trust Deed and
the cancellation of the debentures without payment to VPIF linked unitholders;
- the conversion of the share capital – to convert the company’s ordinary par value
shares into ordinary shares with no par value pursuant to the requirements of the
Companies Act.
3. AMENDMENTS TO THE MOI:
The company’s MOI will be replaced in its entirety to cater for the Corporate Actions as well
as other matters to more fully align the MOI to the company’s business.
4. SALIENT DATES AND TIMES RELATING TO THE CORPORATE ACTIONS:
The salient dates applicable to the corporate actions are expected to be set out below and
will be confirmed in due course:
2014
Last day to trade in order to be eligible to participate Friday, 3 January
and vote at the general meeting
Record date to be entitled to attend, participate in, Friday, 10 January
and vote at the general meeting
Last day to lodge forms of proxy for the general By 10:00 on Tuesday, 14 January
meeting 2014 to the transfer secretaries
or they may be handed to the
Chairman of the meeting at any
time prior to the
commencement of voting on the
resolutions tabled at the general
meeting
General meeting of unitholders to be held at 10:00 on Thursday, 16 January
Results of the general meeting of unitholders released Thursday, 16 January
on SENS on or about
Special resolution relating to the corporate actions Thursday, 23 January
registered with CIPC by no later than
THE DATES BELOW MAY CHANGE AS THEY ARE SUBJECT
TO THE REGISTRATION BY CIPC OF THE RELEVANT
SPECIAL RESOLUTIONS AND ANY SUCH CHANGES WILL
BE ADVISED ON SENS
Finalisation announcement relating to the corporate Friday, 24 January
actions released on SENS by
Last day to trade prior to the corporate actions Friday, 31 January
becoming effective
Corporate actions effective on the JSE from the Monday, 3 February
commencement of business and trade commences
under the new ISIN ZAE000185872 from the
commencement of trading
Record date for the corporate actions Friday, 7 February
Replacement share certificates will be posted to any Monday, 10 February
certificated shareholders, provided their old share
certificates together with the form of surrender are
received by the transfer secretaries before 12:00 on
the record date. Any share certificates received after
12:00 on the record date will be replaced within 5
business days of receipt
Dematerialised shareholder accounts at CSDP and/or Monday, 10 February
brokers updated on
Notes:
1. The above dates and times are subject to amendment and any amendment made will
be released on SENS and in the press if appropriate.
2. Shareholders will not be able to dematerialise or rematerialise their securities after
Friday, 31 January January 2014 and may only dematerialise their new shares
certificates from Monday, 10 February 2014.
5. CESSION AND ASSIGNMENT OF THE ASSET MANAGEMENT AGREEMENT
A Sale of Business Agreement, dated 9 November 2013, was entered into between Vunani
Property Asset Management Proprietary Limited (“VPAM”), a wholly owned subsidiary of
Vunani Properties Proprietary Limited, which is a 78% owned subsidiary of Vunani Limited,
and Texton Property Investments Proprietary Limited (“the Purchaser”) in terms of which
VPAM will dispose of its business to Purchaser for a total cash amount of R117 million. As a
consequence of this agreement, it is necessary for the Asset Management Agreement
currently in place between VPAM and VPIF to be ceded and assigned to the Purchaser and
for unitholders to approve this cession and assignment.
6. CIRCULAR TO UNITHOLDERS
A circular to unitholders relating to the above matters, containing a notice of general
meeting as set out above, has been distributed to unitholders.
SANDTON
13 December 2013
Corporate Adviser
Vunani Corporate Finance
Sponsor
Grindrod Bank Limited
Date: 13/12/2013 10:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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