Wrap Text
Posting of circular, notice of Debenture Holders Scheme Meeting and notice of Shareholders General Meeting
RESILIENT PROPERTY INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/016851/06)
JSE share code: RES ISIN: ZAE000043642
(Approved as a REIT by the JSE)
(“Resilient” 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 Thursday, 29 May 2014 posted or otherwise distributed
a circular to linked unitholders (the “circular”) relating to:
- the conversion of Resilient’s authorised and issued ordinary par value shares to authorised and issued
ordinary shares of no par value;
- the increase of Resilient’s authorised share capital;
- subsequent to the par value conversion and the authorised share capital increase, the conversion of the
company’s current linked unit capital structure to an all share structure by:
- the delinking of each Resilient ordinary share from a Resilient 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 or to receive any other form
of compensation;
- 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 Resilient’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 Resilient’s Memorandum of Incorporation to enable the change in Resilient’s capital
structure;
- the amendment of Resilient’s Debenture Trust Deed to enable the scheme;
- the adoption of a new Memorandum of Incorporation to give effect to the change in Resilient’s capital
structure; and
- the subsequent termination of Resilient’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 Monday,
30 June 2014 at the registered office of Resilient at 4th Floor, Rivonia Village, Rivonia Boulevard, Rivonia,
2191, 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 Monday, 30 June 2014 at the
registered office of Resilient at 4th Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191, 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.resilient.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, Resilient will, by virtue of the cancellation of its issued debentures, further
reduce the ratio of its total consolidated liabilities to total consolidated assets to 39.48% (calculated as at the last
practicable date with reference to the company’s reviewed interim results for the six months ended
31 December 2013). This will ensure that the company’s consolidated liabilities remain below the
aforementioned 60% threshold requirement and will also provide the company with greater flexibility to take on
additional debt should the need arise, and thus allow the company to pursue an acquisitive growth strategy
whilst limiting potential shareholder dilution, should the need arise.
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;
- 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 Resilient 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 par value conversion of the company’s ordinary shares;
- the increase of the company’s authorised share capital;
- 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 Resilient’s Memorandum of Incorporation;
- the adoption of a new Memorandum of Incorporation; and
- all applicable regulatory and statutory approvals being obtained.
The conditions precedent have been inserted in the company’s favour. If a condition is capable of being waived
the company may, in its sole discretion, waive the condition at any time prior to the due date for the fulfilment
thereof.
4. SECTION 114 REPORT
The board has appointed Grant Thornton Advisory Services Proprietary Limited (the “independent expert”) as
the 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 confirms that the scheme is fair and reasonable to Resilient’s debenture holders. The
independent expert’s report 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 transactions are 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, 23 May
Circular (together with the notices convening the debenture holders scheme meeting
and the shareholders general meeting) posted Thursday, 29 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 Thursday, 29 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 Friday, 30 May
Last day to trade in order to be eligible to vote at the debenture holders scheme
meeting and the shareholders general meeting Thursday, 12 June
Voting record date Friday, 20 June
Last day to lodge forms of proxy for the debenture holders scheme meeting (by 10:00) Thursday, 26 June
Last day to lodge forms of proxy for the shareholders general meeting (by 10:30) Thursday, 26 June
Debenture holders scheme meeting held at 10:00 Monday, 30 June
Shareholders general meeting held at the later of 10:30 or 10 minutes after the
completion of the debenture holders scheme meeting Monday, 30 June
Results of the debenture holders scheme meeting and the shareholders general meeting
released on SENS Monday, 30 June
Special resolutions submitted to CIPC for filing Tuesday, 1 July
Results of the debenture holders scheme meeting and the shareholders general meeting
published in the press Tuesday, 1 July
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) Wednesday, 9 July
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 Wednesday, 23 July
Finalisation date expected to be Friday, 25 July
Finalisation date announcement expected to be released on SENS Friday, 25 July
Finalisation date announcement expected to be published in the press Monday, 28 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 Friday, 1 August
Trading in delinked ordinary shares of no par value under the new ISIN:
ZAE000190807 and the existing code of “RES” commences Monday, 4 August
Expected suspension of listing of linked units on the JSE Monday, 4 August
Expected scheme implementation record date for the delinking of the linked units and
the capitalisation of the debentures at the close of business Friday, 8 August
Expected scheme operative date Monday, 11 August
Expected date dematerialised shareholders will have their accounts updated at their
CSDP or broker Monday, 11 August
Expected date of issue of new replacement share certificates provided that the old
linked unit certificates have been surrendered by 12:00 on Friday,
8 August 2014 (any certificated linked units surrendered after this date will be
replaced within five business days after receipt by the transfer secretaries) Monday, 11 August
Expected termination of listing of linked units Monday, 11 August
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 Resilient linked units are settled in the electronic settlement system used by
Strate, settlement of trades takes place five business days after such trade. Therefore, unitholders who acquire Resilient linked units
after Thursday, 12 June 2014 will not be eligible to vote at the debenture holders scheme meeting or the shareholders general
meeting.
3. All times given in this 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, 1 August 2014.
29 May 2014
Corporate advisor, legal advisor and sponsor
Java Capital
Independent expert
Grant Thornton
Date: 29/05/2014 05:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
Sharenet Sites 
