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Posting of circular, notice of debenture holders’ scheme meeting and notice of shareholders’ general meeting
HYPROP INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005284/06)
JSE share code: HYP ISIN: ZAE000003430
(Approved as a REIT by the JSE)
(“Hyprop” or “the company”)
POSTING OF CIRCULAR, NOTICE OF DEBENTURE HOLDERS’ SCHEME MEETING AND NOTICE OF SHAREHOLDERS’ GENERAL MEETING
1. INTRODUCTION
Combined unitholders are advised that the company has on Friday, 6 June 2014 posted or otherwise distributed
a circular to combined unitholders (the “circular”) relating to:
- the conversion of the company’s current combined unit capital structure to an all share structure by:
- the delinking of each Hyprop ordinary share from a Hyprop debenture so as to no longer constitute
a combined 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
plus the amortised debenture premium included in non-distributable reserves, equating to the issue
price of each debenture to Hyprop’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 Hyprop’s Memorandum of Incorporation to reflect the change in Hyprop’s capital
structure;
- the amendment of Hyprop’s Debenture Trust Deed to enable and give effect to the change in Hyprop’s
capital structure; and
- the subsequent termination of Hyprop’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 Tuesday,
15 July 2014 at the registered office of Hyprop at 2nd Floor, Cradock Heights, 21 Cradock Avenue, Rosebank,
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 Tuesday, 15 July 2014 at the
registered office of Hyprop at 2nd Floor, Cradock Heights, 21 Cradock Avenue, Rosebank, 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.hyprop.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, Hyprop will, by virtue of the cancellation of its issued debentures, reduce the
ratio of its total consolidated liabilities to total consolidated assets to circa 31.57% (calculated as at the last
practicable date with reference to Hyprop’s unaudited 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.
Additional benefits in converting the company’s current combined 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 any potential costs 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 combined unit;
- the amendment of the Hyprop 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 combined unit;
- the amendment of Hyprop’s Memorandum of Incorporation; and
- 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 confirms that the scheme is fair and reasonable to Hyprop’s debenture holders and 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 combined 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 combined 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 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, 30 May
Circular (together with the notices convening the debenture holders’ scheme meeting
and the shareholders’ general meeting) posted on Friday, 6 June
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, 6 June
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, 9 June
Last day to trade in order to be eligible to vote at the debenture holders’ scheme
meeting and the shareholders’ general meeting Friday, 27 June
Voting record date Friday, 4 July
Last day to lodge forms of proxy for the debenture holders’ scheme meeting (by 10:00) Friday, 11 July
Last day to lodge forms of proxy for the shareholders’ general meeting (by 10:30) Friday, 11 July
Debenture holders’ scheme meeting held at 10:00 on Tuesday, 15 July
Shareholders’ general meeting held at the later of 10:30 or 10 minutes after the
completion of the debenture holders’ scheme meeting on Tuesday, 15 July
Results of the debenture holders’ scheme meeting and the shareholders’ general
meeting released on SENS on Tuesday, 15 July
Special resolutions submitted to CIPC for filing on Wednesday, 16 July
Results of the debenture holders’ scheme meeting and the shareholders’ general
meeting published in the press on Wednesday, 16 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, 23 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 on Wednesday, 30 July
Finalisation date expected to be on Friday, 1 August
Finalisation date announcement expected to be released on SENS on Friday, 1 August
Finalisation date announcement expected to be published in the press on Monday, 4 August
Expected last day to trade in existing combined units on the JSE prior to the delinking
of the combined units and the capitalisation of the debentures on Friday, 8 August
Trading in delinked ordinary shares of no par value under the new ISIN:
ZAE000190724 and the existing code of “HYP” commences on Monday, 11 August
Expected suspension of listing of combined units on the JSE Monday, 11 August
Expected scheme implementation record date for the delinking of the combined units Friday, 15 August
and the capitalisation of the debentures at the close of business on
Expected scheme operative date Monday, 18 August
Expected date dematerialised shareholders will have their accounts updated at their
CSDP or broker on Monday, 18 August
Expected date of issue of new replacement share certificates provided that the old
combined unit certificates have been surrendered by 12:00 on Friday, 15 August 2014
(any certificated combined units surrendered after this date will be replaced within
5 business days after receipt by the transfer secretaries) Monday, 18 August
Expected termination of listing of combined units (at the commencement of trade) Monday, 18 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. Combined unitholders should note that as transactions in Hyprop combined 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 Hyprop
combined units after Friday, 27 June 2014 will not be eligible to vote at the debenture holders’ scheme meeting or the
shareholders’ general meeting.
3. All times given 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 combined unit certificates may take place after Friday, 8 August 2014.
6 June 2014
Corporate advisor, legal advisor and sponsor
Java Capital
Independent expert
Mazars
Date: 06/06/2014 03:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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