REDEFINE PROPERTIES LIMITED - Results of Scheme Meetings

Release Date: 13/05/2014 17:17
Code(s): RDF ANP
 
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Results of Scheme Meetings

ANNUITY PROPERTIES LIMITED                           REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)       (Incorporated in the Republic of South Africa)
(Registration Number 2011/145994/06)                 (Registration number 1999/018591/06)
JSE share code: ANP       ISIN: ZAE000165643          JSE share code: RDF ISIN: ZAE000143178
(Approved as a REIT by the JSE)                      (Approved as a REIT by the JSE)
(“Annuity”)                                          (“Redefine”)



RESULTS OF SCHEME MEETINGS


1.   INTRODUCTION

     Holders of linked units of Annuity (“Annuity Linked Unitholders”) are referred to the joint firm
     intention announcement by Annuity and Redefine (the “Parties”) dated 7 March 2014, as well as the
     circular issued to Annuity Linked Unitholders on 7 April 2014 (the “Circular”) regarding the terms on
     which:

     -     Redefine made an offer (the “Offer”) to acquire all the issued linked units of Annuity (“Annuity
           Linked Units”) from Annuity Linked Unitholders by way of one or more indivisibly inter-related
           schemes of arrangement (“Schemes”) in terms of sections 114 and 115 of the Companies Act
           71 of 2008, as amended, (the "Companies Act"); and
     -     Redefine had entered into agreements with the shareholders of Annuity Asset Managers
           Proprietary Limited (“Annuity Asset Managers”) and Annuity Property Managers Proprietary
           Limited (“Annuity Property Managers”) to acquire all the ordinary shares in and shareholder
           claims against Annuity Asset Managers and Annuity Property Managers, on and with effect
           from the date of implementation of the Schemes (the "Manco Transaction"),

     as one indivisible transaction (collectively, the “Proposed Transaction”).

2.   RESULTS OF SCHEME MEETINGS

     Annuity Linked Unitholders are advised that at the general meeting of holders of Annuity debentures
     and at the general meeting of holders of Annuity ordinary shares held on Tuesday, 13 May 2014
     (collectively, the “Scheme Meetings”), all of the resolutions required to give effect to the Schemes
     as set out in the notice convening the Scheme Meetings incorporated in the Circular were
     unanimously passed without modification.

     Furthermore, Annuity Linked Unitholders are advised that prior to the Scheme Meetings, no Annuity
     Linked Unitholders objected to the special resolutions approving the Schemes in terms of section
     164 of the Companies Act.

3.   OUTSTANDING CONDITIONS PRECEDENT

     Pursuant to the above, the condition precedent to the Schemes relating to the approval of
     resolutions at the Scheme Meetings has been fulfilled. Furthermore, Redefine has confirmed in
     writing that, as at the date of the Scheme Meetings, no material adverse change had occurred in
     respect of any of Annuity, Annuity Asset Managers and Annuity Property Managers. Accordingly,
     Annuity Linked Unitholders are advised that only the following conditions precedent to the Proposed
     Transaction, as detailed in the Circular, remain outstanding:

     3.1 by not later than 17h00 on 30 September 2014, the receipt of the unconditional approval in
         writing of the relevant South African competition authority/ies, to the extent required in terms of
         the Competition Act, of the Proposed Transaction, or if such approval is conditional, such
         conditions being acceptable to the Parties upon whom they are imposed or upon whom they
         have an impact, in their sole and absolute discretion, provided however that:

          3.1.1    in considering whether to accept any such condition, each party shall act in good faith;

          3.1.2    Redefine shall be bound to accept any such condition which requires it, or once the
                   Schemes have been implemented, Annuity to use reasonable endeavours (but does
                   not legally oblige it) to amend any existing lease agreement in respect of any retail
                   premises forming part of the property portfolio of Annuity so as to remove any
                   exclusivity provisions therefrom upon the renewal of such lease; and

          3.1.3    Redefine shall not be bound to accept any such condition which requires the disposal
                   of immovable property from the property portfolio of Annuity or Redefine;

     3.2 as at 17h00 on the date on which the condition in paragraph 3.1 has been fulfilled or, where
         appropriate, waived, none of the following events shall have occurred in respect of Annuity or
         Redefine:

          3.2.1    any corporate action, legal proceedings or other procedure or other step (including an
                   application to court, proposal of a resolution or convening of a meeting of Annuity
                   Linked Unitholders, members, directors or other officers) is taken by any person with a
                   view to:

                   3.2.1.1 a moratorium, compromise, composition, business rescue or similar
                           arrangement with any of its creditors;

                   3.2.1.2 its winding-up, dissolution or commencement of business rescue proceedings,
                           or for the seeking of relief under any applicable bankruptcy, insolvency,
                           company or similar law, or any such resolution; or

          3.2.2    the value of its assets is less than its liabilities (taking into account contingent and
                   prospective liabilities) or it is unable to pay its debts as they fall due;

     3.3 by not later than 17h00 on 30 September 2014, the issue of a compliance certificate by the
         Takeover Regulations Panel (“TRP”) in relation to the Schemes; and

     3.4 by not later than 17h00 on 30 September 2014, the Manco Transaction having become
         unconditional (save for any condition therein that the Schemes become unconditional and/or are
         implemented) and capable of implementation in accordance with its terms.

     The conditions set out in paragraphs 3.1 and 3.3 above are of a regulatory nature and cannot be
     waived. The conditions set out in paragraphs 3.2 and 3.4 can be waived through mutual agreement
     by Annuity and Redefine.

     Upon fulfilment of all remaining conditions precedent, a finalisation announcement will be made by
     Annuity and Redefine.

4.   IMPORTANT DATES AND TIMES

     The remaining salient dates and times relating to the finalisation and implementation of the Schemes
     have not changed from those set out in the Circular. Annuity Linked Unitholders are advised to refer
     to the Circular for further action, where appropriate.

     Illovo
     13 May 2014

Lead Investment Bank and Transaction Sponsor to Annuity
Investec Bank Limited

Joint Investment Bank and Transaction Sponsor to Annuity
Sasfin Capital (A division of Sasfin Bank Limited)

Sponsor to Annuity
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Independent Expert to Annuity
Deloitte & Touche

Legal Advisor to Annuity
Edward Nathan Sonnenbergs Inc.

Reporting accountants to Annuity and Redefine
Grant Thornton

Corporate Advisor and Sponsor to Redefine
Java Capital

Legal Advisor to Redefine
DLA Cliffe Dekker Hofmeyr Inc.

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