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SA CORPORATE REAL ESTATE FUND - Results of ballot to amend the management service charges and to increase the borrowing limits

Release Date: 02/04/2014 13:06
Code(s): SAC     PDF:  
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Results of ballot to amend the management service charges and to increase the borrowing limits

SA Corporate Real Estate Fund
A Collective Investment Scheme in Property registered in terms of the Collective
Investment Schemes Control Act, No. 45 of 2002 ("the Act") and managed by SA Corporate
Real Estate Fund Managers Limited (Registration number 1994/009895/06)("the Manager")
Share Code: SAC ISIN Code: ZAE000083614
("SA Corporate" or "the Fund")
Registered as a REIT with effect from 1 January 2014

RESULTS OF BALLOT TO AMEND THE MANAGEMENT SERVICE CHARGES AND TO INCREASE THE
BORROWING LIMITS OF THE FUND AND FULFILMENT OF CONDITIONS PRECEDENT

1.   INTRODUCTION

     In announcements published on the Stock Exchange News Service of the JSE Limited ("SENS") on 31 October
     2013 and 17 January 2014, holders of participatory interests ("Units") in SA Corporate ("Unitholders") were
     advised that the Manager was to obtain the approval of Unitholders registered to vote in respect thereof ("the
     Ballot") as at 31 January 2014, to:

     -   amend the existing service charge arrangement in respect of the Fund from a monthly charge based on a
         value of 0.4% of the aggregate market capitalisation of the Fund plus borrowings, to a monthly charge equal
         to the actual operating costs incurred by the Manager in administering the Fund as well as the scrapping of
         the initial charge of 5% on the value of any new Units issued against the payment by the Fund to the
         Manager of a consideration of R185 million excluding VAT ("Consideration") ("Amendment 1"); and
     -   increase the borrowing limits imposed on the Fund from 30% to 60% of the value of its underlying assets
         ("Amendment 2"),

         collectively ("the Amendments").

     A circular incorporating details of the Amendments proposed to the trust deed between the Manager and
     FirstRand Bank Limited (acting through RMB Custody and Trustee Services division) ("Trust Deed" and
     "Trustee" respectively) together with ballot forms in respect of the Ballot, were posted to all Unitholders on 7
     February 2014.

2.   RESULTS OF THE BALLOT

     Unitholders are advised that, in terms of the Ballot, the requisite quorum was met and 99.98% and 99.57% of
     qualifying Unitholders voted in favour of Amendment 1 and Amendment 2 respectively. The Ballot process has
     been approved by the Registrar of Collective Investment Schemes ("the Registrar") and the Sixth Supplemental
     Trust Deed incorporating the Amendments into the Trust Deed has been signed by the Manager and the Trustee
     and approved by the Registrar on 1 April 2014.

3.   FULFILLMENT OF CONDITIONS PRECEDENT

     Unitholders are advised that the Registrar has published a notice in terms of section 93(2) of the Collective
     Investment Schemes Control Act, 2002, permitting the Manager to utilise proceeds from the sales of immovable
     property by the Fund to settle the Consideration and Marriot Property Services Proprietary Limited ("MPS"), the
     Manager's majority shareholder holding 95% of its shares, has acquired the remaining 5% of the Manager's
     shares held by Durban Pension Fund. With Unitholders having approved the Amendments in terms of the Ballot,
     all conditions precedent relating to the agreements between the Manager, MPS and Old Mutual Property
     Proprietary Limited, relating to the economic internalisation of the management functions of the Fund, have now
     been fulfilled.

4,   IMPLEMENTATION

     It is anticipated that internalisation of the management of the Fund and the payment of the Consideration will be
     effected at the end of April 2014.

Sandton
2 April 2014

Investment Bank
Investec Corporate Finance (A division of Investec Specialist Bank)
Sponsor
Nedbank Capital

Attorneys
DLA Cliffe Dekker Hofmeyr

Date: 02/04/2014 01:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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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,
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