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)
RESULTS OF SCHEME MEETINGS
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
- 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
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
188.8.131.52 a moratorium, compromise, composition, business rescue or similar
arrangement with any of its creditors;
184.108.40.206 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.
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
Corporate Advisor and Sponsor to Redefine
Legal Advisor to Redefine
DLA Cliffe Dekker Hofmeyr Inc.
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