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REDEFINE PROPERTIES LIMITED - Posting of circular, notice of debenture holders scheme meeting and notice of shareholders general meeting

Release Date: 16/05/2014 14:55
Code(s): RDF     PDF:  
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Posting of circular, notice of debenture holders’ scheme meeting and notice of shareholders’ general meeting

REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000143178
(Approved as a REIT by the JSE)
(“Redefine” or the “company”)


POSTING OF CIRCULAR, NOTICE OF DEBENTURE HOLDERS’ SCHEME MEETING AND NOTICE
OF SHAREHOLDERS’ GENERAL MEETING


1.   INTRODUCTION

     Linked unitholders are advised that the company has on Friday, 16 May 2014 posted or otherwise distributed a
     circular to linked unitholders (the “circular”) relating to:

     -     the conversion of the company’s current linked unit capital structure to an all share structure by:
           -      the delinking of each Redefine ordinary share from a Redefine debenture so as to no longer
                  constitute a linked unit;
           -      the cancellation of each debenture and concomitant waiver, for no consideration, by the debenture
                  holders of their right to be repaid the debt reflected in each debenture;
           -      the capitalisation of the value allocated to each debenture in the books of account of the company,
                  equating to the issue price of each debenture to Redefine’s stated capital account; and
           -      the termination of the Debenture Trust Deed,
           to be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act, which
           scheme is being proposed by the company between the company and its debenture holders (the
           “scheme”);
     -     the amendment of Redefine’s Memorandum of Incorporation to enable and give effect to the change in
           Redefine’s capital structure;
     -     the amendment of Redefine’s Debenture Trust Deed to enable the change in Redefine’s capital structure;
           and
     -     the subsequent termination of Redefine’s Debenture Trust Deed.

     (collectively the “transactions”).

     The circular contains a notice convening a debenture holders’ scheme meeting, to be held at 10:00 on
     Wednesday, 18 June 2014 at the registered office of Redefine at Redefine Place, 2 Arnold Road, Rosebank,
     Johannesburg, 2196, for the purpose of considering and, if deemed fit, passing, with or without modification the
     resolutions required to approve the transactions including the scheme.

     The circular further contains a notice convening a shareholders’ general meeting, to be held at the later of 10:30
     or 10 minutes after the completion of the debenture holders’ scheme meeting on Wednesday, 18 June 2014 at
     the registered office of Redefine at Redefine Place, 2 Arnold Road, Rosebank, Johannesburg, 2196, for the
     purpose of considering and, if deemed fit, passing, with or without modification, the resolutions required to
     approve the transactions.

     The circular is also available in electronic format on the company’s website at www.redefine.co.za.

2.   RATIONALE

     In terms of the revised section 13 of the JSE Listings Requirements (which has been amended to cater for REIT
     legislation) the total consolidated IFRS liabilities of a REIT may not exceed 60% of its total consolidated IFRS
     assets. The liability constituted by a company’s issued debentures is (in terms of IFRS) required to be taken into
     account in the calculation for the determination of such 60% threshold.

     By converting its capital structure, Redefine will, by virtue of the cancellation of its issued debentures, reduce
     the ratio of its total consolidated liabilities to total consolidated assets to circa 40.35% (calculated as at the last
     practicable date). This will ensure that the company’s consolidated liabilities remain below the aforementioned
     60% threshold requirement.

     Additional benefits in converting the company’s current linked unit capital structure to an all share structure
     include -
     -     the alignment of the company’s capital structure with the internationally recognised all equity REIT
           capital structures; and
     -     simplifying the administration and accounting treatment of the company’s capital structure; and
     -     the removal of the cost structure associated with debentures.

3.   CONDITIONS PRECEDENT TO THE SCHEME

     The scheme will be subject to the following conditions precedent:

     -     the approval of the scheme by the requisite majority of debenture holders, as contemplated in section
           115(2) of the Companies Act; and
           -      to the extent required, the approval of the implementation of such resolution by the Court as
                  contemplated in section 115(3)(a) of the Companies Act; and
           -      if applicable, the company not treating the aforesaid resolution as a nullity, as contemplated in
                  section115(5)(b) of the Companies Act;
     -     the requisite majority of debenture holders approving the relevant resolutions required to authorise:
           -      the delinking of each of the company’s ordinary shares from a debenture so as to no longer
                  constitute a linked unit;
           -      the amendment of the Redefine Debenture Trust Deed; and
           -      the termination of the Debenture Trust Deed, without payment or other compensation to debenture
                  holders;
     -     the requisite majority of shareholders approving the relevant resolutions required to authorise:
           -      the delinking of each of the company’s ordinary shares from a debenture so as to no longer
                  constitute a linked unit;
           -      the amendment of Redefine’s Memorandum of Incorporation;
     -     all applicable regulatory and statutory approvals are obtained.

     The conditions precedent have been inserted in the company’s favour. Where such condition precedent is
     capable of being waived, the company may waive such resolution, in its sole discretion, at any time prior to the
     fulfilment thereof.

4.   SECTION 114 REPORT

     The board has appointed Mazars Corporate Finance Proprietary Limited (the “independent expert”) as
     independent expert (which meets the requirements set out in section 114(2) of the Companies Act) to advise it
     on the proposed scheme and to compile a report in terms of section 114 of the Companies Act to the
     independent board concerning the scheme.

     The independent expert has prepared a report to the board in compliance with section 114(3) of the Companies
     Act, which report confirming that the scheme is fair and reasonable to Redefine’s debenture holders is included
     in the circular.

5.   VIEWS OF THE BOARD

     None of the directors have any conflict of interests in relation to the scheme and all directors are able to make
     impartial decisions in relation to the scheme. Accordingly, all directors are considered to be “independent” (as
     defined under Regulation 81 of the Takeover Regulations).

     The board, having considered the terms and conditions of the scheme, is in favour of the scheme and the
     transactions and recommends that linked unitholders vote in favour of the resolutions set out in the notice of
     debenture holders’ scheme meeting and the notice of shareholders’ general meeting, to implement the scheme
     and the transactions.
     The directors of the company who hold linked units intend to vote in favour of the resolutions set out in the
     notice of debenture holders’ scheme meeting and the notice of shareholders’ general meeting, to implement the
     scheme and the transactions.

6.   SALIENT DATES AND TIMES

     The salient dates and times relating to the transaction as set out below.

                                                                                                              2014
     Record date in order to receive circular (together with the notices convening the
     debenture holders’ scheme meeting and the shareholders’ general meeting)                        Friday, 9 May
     Circular (together with the notices convening the debenture holders’ scheme meeting
     and the shareholders’ general meeting) posted on                                               Friday, 16 May
     Announcement relating to the issue of the circular (together with notices convening
     the debenture holders’ scheme meeting and the shareholders’ general meeting)
     released on SENS on                                                                            Friday, 16 May
     Announcement relating to the issue of the circular (together with the notices
     convening the debenture holders’ scheme meeting and the shareholders’ general
     meeting) published in the press on                                                             Monday, 19 May
     Last day to trade in order to be eligible to vote at the debenture holders’ scheme
     meeting and the shareholders’ general meeting                                                  Friday, 30 May
     Voting record date                                                                             Friday, 6 June
     Last day to lodge forms of proxy for the debenture holders’ scheme meeting (by
     10:00)                                                                                        Friday, 13 June
     Last day to lodge forms of proxy for the shareholders’ general meeting (by 10:30)             Friday, 13 June
     Debenture holders’ scheme meeting held at 10:00 on                                         Wednesday, 18 June
     Shareholders’ general meeting held at the later of 10:30 or 10 minutes after the
     completion of the debenture holders’ scheme meeting on                                     Wednesday, 18 June
     Results of the debenture holders’ scheme meeting and the shareholders’ general
     meeting released on SENS on                                                                Wednesday, 18 June
     Special resolutions submitted to CIPC for filing on                                         Thursday, 19 June
     Results of the debenture holders’ scheme meeting and the shareholders’ general
     meeting published in the press on                                                           Thursday, 19 June
     Last date on which debenture holders can make application to court in terms of section
     115(3)(a) of the Companies Act if the scheme is approved by debenture holders at the
     debenture holders’ scheme meeting but with sufficient opposing votes that debenture
     holders may require the company to obtain court approval for the scheme as
     contemplated in section 115(3)(a)                                                           Thursday, 26 June
     If no debenture holders exercise their rights in terms of section 115(3)(a) of the
     Companies Act
     Special resolutions expected to be registered by CIPC on                                    Wednesday, 9 July
     Finalisation date expected to be on                                                           Friday, 11 July
     Finalisation date announcement expected to be released on SENS on                             Friday, 11 July
     Finalisation date announcement expected to be published in the press on                       Monday, 14 July
     Expected last day to trade in existing linked units on the JSE prior to the delinking of
     the linked units and the capitalisation of the debentures on                                  Friday, 18 July
     Trading in delinked ordinary shares of no par value under the new ISIN:
     ZAE000190252 and the existing code of “RDF” commences on                                      Monday, 21 July
     Expected suspension of listing of linked units on the JSE                                     Monday, 21 July
     Expected scheme implementation record date for the delinking of the linked units and
     the capitalisation of the debentures at the close of business on                              Friday, 25 July
     Expected scheme operative date                                                                Monday, 28 July
     Expected date dematerialised shareholders will have their accounts updated at their
     CSDP or broker on                                                                             Monday, 28 July
     Expected date of issue of new replacement share certificates provided that the old
     linked unit certificates have been surrendered by 12:00 on Friday, 25 July 2014 (any
     certificated linked units surrendered after this date will be replaced within 5 business
     days after receipt by the transfer secretaries)                                               Monday, 28 July
     Expected termination of listing of linked units                                               Monday, 28 July

Notes:

1.       All dates and times may be changed by the company. Any change will be published on SENS and in the South African press.
2.       Linked unitholders should note that as transactions in Redefine linked units are settled in the electronic settlement system used by Strate,
         settlement of trades takes place 5 business days after such trade. Therefore, unitholders who acquire Redefine linked units after Friday, 30 May
         2014 will not be eligible to vote at the debenture holders’ scheme meeting or the shareholders’ general meeting.
3.       All times given in the circular are local times in South Africa.
4.       If the debenture holders’ scheme meeting and/or the shareholders’ general meeting are adjourned or postponed, forms of proxy submitted for the
         initial debenture holders’ scheme meeting and/or shareholders’ general meeting, as the case may be, will remain valid in respect of any
         adjournment or postponement of the debenture holders’ scheme meeting and/or the shareholders’ general meeting, as the case may be.
5.       No dematerialisation of linked unit certificates may take place after Friday, 18 July 2014.




Corporate advisor, legal advisor and sponsor                                                           
Java Capital

Independent expert
Mazars                                                                                                           
                      

Date: 16/05/2014 02:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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