ARROWHEAD PROPERTIES LIMITED - Posting of circular, notices of General Meetings and important dates and times

Release Date: 02/06/2014 17:35
Code(s): AWB AWA VIF
 
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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'). 
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