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Posting of circular, notices of General Meetings and important dates and times
Vividend Income Fund Limited
Incorporated in the Republic of South Africa
(Registration Number 2010/003232/06)
JSE Alpha Code: VIF
ISIN: ZAE000150918
(Approved as a REIT by the JSE)
(“Vividend” or “the Company”)
Arrowhead Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE code for A linked units: AWA
ISIN for A linked units: ZAE000158101
JSE code for B linked units: AWB
ISIN for B linked units: ZAE000158119
(Approved as a REIT by the JSE)
(“Arrowhead”)
POSTING OF CIRCULAR, NOTICES OF GENERAL MEETINGS AND IMPORTANT
DATES AND TIMES
INTRODUCTION
Linked unitholders of Vividend (“Vividend Linked Unitholders”)
are referred to the joint announcement by Vividend and Arrowhead
released on SENS on 1 April 2014 (“the Announcement”) regarding
the firm intention of Arrowhead to make an offer to acquire all
the issued linked units in Vividend, not already held by Arrowhead:
- by means of one or more indivisibly linked schemes of
arrangement (the “Schemes”) in terms of section 114 of
the Companies Act 71 of 2008, as amended, (the
"Companies Act"), to be proposed by the independent
board of directors of Vividend, appointed in terms of
the Takeover Regulations, between Vividend and the
Vividend Linked Unitholders; or
- if certain of the conditions to which the Schemes are
subject are not fulfilled, or where applicable waived,
as described more fully in the Announcement, by means
of a voluntary general offer extended to all Vividend
Linked Unitholders (the "General Offer").
The Announcement indicated that the posting of the circular
to Vividend Linked Unitholders in relation to the Schemes
and the General Offer ("Circular") was subject to approvals
being received from the JSE Limited (“JSE”), the Takeover
Regulation Panel (“Takeover Panel”) and the Financial
Surveillance Department of the South African Reserve Bank,
to the extent required (“Regulatory Approvals”).
Vividend Linked Unitholders are hereby advised that the
Regulatory Approvals have been received.
Furthermore, the Announcement indicated that in terms of the
Schemes, Vividend Linked Unitholders would, if the Schemes
become operative, receive 0.374 of an Arrowhead A linked
unit and 0.374 of an Arrowhead B linked unit (“Scheme Linked
Unit Consideration”) for every 1 Vividend Linked Unit held
by them on the scheme consideration record date and that
Arrowhead would not offer any cash alternative unless the
Takeover Panel determined that the scheme consideration
(“Scheme Consideration”) should include a cash amount per
Vividend Linked Unit equivalent to the option premium of
R4 461 500 paid by Arrowhead to Stanlib Asset Management
(being an amount of 7 cents per Vividend Linked Unit), in
which case, in addition to the Scheme Linked Unit
Consideration, Vividend Linked Unitholders would receive an
additional cash consideration of 7 cents per Vividend Linked
Unit (“Scheme Cash Consideration”).
In a letter dated 5 May 2014, the Takeover Panel ruled that
in the event that the Schemes become operative, in addition
to the Scheme Linked Unit Consideration, Arrowhead is
required to pay the Scheme Cash Consideration to Vividend
Linked Unitholders pursuant to the Schemes. The Takeover
Panel ruling applies mutatis mutandis to the consideration
payable under the General Offer (in the event that the
General Offer becomes operative).
POSTING OF CIRCULAR
Vividend Linked Unitholders are hereby advised that the
Circular, containing details of the Schemes and the General
Offer, and an accompanying prospectus issued by Arrowhead
(“Arrowhead Prospectus”), were posted to Vividend Linked
Unitholders today, 2 June 2014. The Circular incorporates
notices convening general meetings of the Vividend ordinary
shareholders and the Vividend debenture holders for purposes
of approving the resolutions set out in such notices. The
Circular also incorporates information relating to the
termination of the listing of Vividend linked units on the
JSE and an amendment to the Vividend debenture trust deed.
The Circular and the Arrowhead Prospectus will be available
on Vividend’s website at www.vividend.co.za.
Vividend Linked Unitholders are advised to review the
Circular for the full terms and conditions of the Schemes
and the General Offer together with the Arrowhead Prospectus
containing information relating to Arrowhead.
NOTICES OF GENERAL MEETINGS
Notice is hereby given that:
- a general meeting of Vividend ordinary shareholders
will be held at 10h00 on Wednesday, 2 July 2014 at 1st
Floor, Ou Kollege, 35 Kerk Street, Stellenbosch
(“General Meeting of Vividend Ordinary Shareholders”)
for the purpose of considering and, if deemed fit,
passing with or without modification, the resolutions
set out in the notice of the General Meeting of
Vividend Ordinary Shareholders included in the
Circular; and
- a general meeting of Vividend debenture holders will
be held at 10h15 on Wednesday, 2 July 2014 at 1st
Floor, Ou Kollege, 35 Kerk Street, Stellenbosch
(“General Meeting of Vividend Debenture Holders”) for
the purpose of considering and, if deemed fit, passing
with or without modification, the resolutions set out
in the notice of the General Meeting of Vividend
Debenture Holders included in the Circular.
IMPORTANT DATES AND TIMES RELATING TO THE SCHEMES
The important dates and times relating to the Schemes are
set out below. Capitalised terms used in the important
dates and times and in the notes thereto and that are not
otherwise defined, bear the meanings ascribed to them in the
Circular.
2014
Record date for Vividend Linked Friday, 23 May
Unitholders to be recorded in the
Register in order to receive the
Circular
Circular posted to Vividend Linked Monday, 2 June
Unitholders and notice convening the
General Meetings released on SENS on
Notices convening the General Tuesday, 3 June
Meetings published in the South
African press on
Last day to trade Vividend Linked Friday, 20 June
Units in order to be recorded in the
Register on the Scheme Voting Record
Date on
Scheme Voting Record Date being 17h00 Friday, 27 June
on
Proxy forms to be lodged at Transfer Monday, 30 June
Secretaries by 10h00 on
Last date and time for Vividend Wednesday, 2 July
Linked Unitholders to give notice to
Vividend objecting, in terms of
section 164(3) of the Companies Act,
to the special resolutions approving
the Schemes for purposes of the
Appraisal Rights by 10h00 on
Proxy forms not lodged with Transfer Wednesday, 2 July
Secretaries to be handed to the
Chairman of the General Meetings
before 10h00
General Meeting of Vividend Ordinary Wednesday, 2 July
Shareholders to be held at 10h00 on
General Meeting of Vividend Debenture Wednesday, 2 July
Holders to be held at 10h15 on
Results of General Meetings released Wednesday, 2 July
on SENS on
Results of General Meetings published Thursday, 3 July
in the South African press on
If the Schemes are approved by
Vividend Linked Unitholders at the
General Meetings:
Last date for Vividend Linked Wednesday, 9 July
Unitholders who voted against the
Schemes to require Vividend to seek
court approval for the Schemes in
terms of section 115(3)(a) of the
Companies Act (where applicable) on
Last date for Vividend Linked Wednesday, 16 July
Unitholders who voted against the
Schemes to apply to court for leave
to apply for a review of the Schemes
in terms of section 164(3)(b) on
Last date for Vividend to send Wednesday, 16 July
objecting Vividend Linked Unitholders
notices of the adoption of the
special resolution approving the
Schemes, in accordance with section
164 of the Companies Act, on
Action
The following dates assume that
neither court approvals nor the
review of the Schemes is required and
will be confirmed in the finalisation
announcement if the Schemes become
unconditional:
Finalisation Date expected to be on Wednesday, 16 July
Finalisation Date announcement Wednesday, 16 July
expected to be released on SENS on
Finalisation Date announcement Thursday, 17 July
expected to be published in the South
African press on
Scheme LDT expected to be on Friday, 25 July
Suspension of listing of Vividend Monday, 28 July
Linked Units at the commencement of
trade on the JSE expected to be on
Trading in the Scheme Linked Unit Monday, 28 July
Consideration of Arrowhead commences
Scheme Consideration Record Date to Friday, 1 August
be recorded in the Register in order
to receive the Scheme Consideration
expected to be on or about
Expected Operative Date of the Monday, 4 August
Schemes on
Settlement of the Scheme Monday, 4 August
Consideration expected to take place
on
Expected termination of listing of Tuesday, 5 August
Vividend Linked Units on the JSE at
the commencement of trade on or about
Notes:
1. The above dates and times are subject to such changes as
may result from the operation of the provisions of the
Implementation Agreement or as may be agreed to by
Vividend and Arrowhead and approved by the JSE and/or
the Takeover Panel, if required. If the Scheme
Conditions are not met by Wednesday, 16 July 2014, an
updated timetable will be released on SENS and published
in the South African press.
2. Vividend Linked Unitholders should note that, as trade
in Vividend Linked Units on the JSE is settled through
Strate, settlement of trades takes place five Business
Days after the date of such trades. Therefore, Vividend
Linked Unitholders who acquire Vividend Linked Units on
the JSE after the last day to trade in Vividend Linked
Units in order to be recorded in the Register on the
Scheme Voting Record Date will not be entitled to vote
at the General Meetings.
3. Vividend Linked Unitholders who wish to exercise their
Appraisal Rights are referred to Annexure 9 of the
Circular for purposes of determining the relevant timing
for the exercise of their Appraisal Rights.
4. Dematerialised Vividend Linked Unitholders, other than
those with “own-name” registration, must provide their
CSDP or Broker with their instructions for voting at the
General Meetings by the cut-off time and date stipulated
by their CSDP or Broker in terms of their respective
Custody Agreements.
5. No Dematerialisation or re-materialisation of Vividend
Linked Units may take place from the Business Day
following the Scheme LDT.
6. If the General Meetings are adjourned or postponed,
forms of proxy submitted for the initial General
Meetings will remain valid in respect of any adjournment
or postponement of the General Meetings.
7. Although the salient dates and times are stated to be
subject to change, such statement may not be regarded as
consent or dispensation for any change to time periods
which may be required in terms of the Companies Act
Regulations, where applicable, and any such consents or
dispensations must be specifically applied for and
granted.
8. All times referred to in this Circular are references to
South African time.
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF VIVIDEND
The unaudited pro forma financial effects on Vividend Linked
Unitholders are the responsibility of the directors of
Vividend. The unaudited pro forma financial effects are
presented for illustrative purposes only to illustrate the
effects of the Schemes and, because of their nature, may not
fairly present Vividend’s financial position and performance
and the consequent actual financial effects of the Schemes
on Vividend Linked Unitholders. For the purposes of
attributable and headline earnings per share, it was assumed
that the corporate action took place on 1 September 2013 and
for the purposes of net asset value and net tangible asset
value per linked unit it was assumed that the corporate
action took place on 28 February 2014.
There are no financial effects on Vividend as the
transaction is taking place at a linked unit holder level
and, therefore, the financial effects on a Vividend Linked
Unitholder, taking into account the Scheme Consideration,
has been reflected below.
The pro forma financial effects on Vividend Linked
Unitholders have been calculated in respect of 1 (one)
Vividend Linked Unit held before implementation of the
Schemes and 0.374 of an Arrowhead A Linked Unit and 0.374 of
an Arrowhead B Linked Unit held after implementation of the
Schemes.
The unaudited pro forma financial effects set out below
should be read in conjunction with the Independent Reporting
Accountants’ report thereon, as annexed to the Circular at
Annexure 7B.
Vividend Arrowhead
Linked Linked Change
Units Units
Before1 After2
Net Asset Value 521 484 (7%)
per linked unit
(cents)
Net Tangible Asset 522 484 (7%)
Value per linked
unit (cents)
Distribution per 24 23.65 (1%)
linked unit
(cents)
Headline earnings 30.15 31.02 3%
per linked unit
(cents)
Earnings per 6.07 38.18 529%
linked unit
(cents)
Weighted average 267 772 200 293
linked units
(000's)
Number of linked 268 332 200 712
units (000's)
Notes and assumptions:
1. The financial information in the “Vividend Linked
Units Before” has been extracted, without adjustment,
from the unaudited interim results of Vividend for the
six months ended 28 February 2014.
2. The per linked unit financial information has been
derived by taking the "After" financial effects for
Arrowhead set out in Annexure 6A of the Circular and
multiplying these by the Scheme Linked Unit
Consideration to provide the pro forma financial
effects for Vividend Linked Unitholders. The “Weighted
average linked units” represent approximately 100.147
million Arrowhead A linked units and 100.147 Arrowhead
B linked units. The “Number of linked units” represent
approximately 100.356 million Arrowhead A linked units
and 100.356 million Arrowhead B linked units.
3. Vividend earnings per linked unit of 6.07 cents in the
before column has been calculated using earnings after
debenture interest, as per the Vividend unaudited
interim results, whereas the Arrowhead earnings per
linked unit has been calculated before debenture
interest in the pro forma financial effects as per
Annexure 6A of the Circular. For comparative purposes
the earnings per Vividend Linked Unit before debenture
interest is 30.65 cents per linked unit.
Cape Town
2 June 2014
Sponsor and Transaction Advisor to Vividend
PSG Capital
Corporate Advisor and Sponsor to Arrowhead
Java Capital
Legal Advisor to Vividend
Fluxmans Attorneys
Legal Advisor to Arrowhead
Cliffe Dekker Hofmeyr
Independent Expert to Vividend
Questco
Independent Reporting Accountants to Arrowhead and Vividend
Grant Thornton
Date: 02/06/2014 05:35:00 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.
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