REDEFINE PROPERTIES LIMITED - Results of debenture holders scheme meeting and shareholders general meeting

Results of debenture holders’ scheme meeting and 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”)


RESULTS OF DEBENTURE HOLDERS’ SCHEME MEETING AND SHAREHOLDERS’ GENERAL
MEETING


Linked unitholders are referred to announcement released on SENS on 16 May 2014 wherein linked unitholders were
advised that Redefine posted a circular to linked unitholders (the “circular”) relating to:

-     the conversion of Redefine’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 Redefine’s books of account, 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, 2008 (the
      “Companies Act”) between Redefine 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.

Linked unitholders are advised that:

-     at the debenture holders’ scheme meeting held on Wednesday, 18 June 2014, all resolutions required to be
      passed by Redefine debenture holders to approve the transactions detailed above were passed by the requisite
      majority of debenture holders; and
-     at the shareholders’ general meeting held on Wednesday, 18 June 2014, all resolutions required to be passed by
      Redefine shareholders to approve the transactions detailed above were passed by the requisite majority of
      shareholders.

The scheme remains subject to, inter alia:

-     the issue of a compliance certificate by the Takeover Regulation Panel in terms of section 119(4) of the
      Companies Act in respect of the scheme; and
-     the filing and registration of the special resolutions in respect of the transactions with the Companies and
      Intellectual Properties Commission.

A further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding
conditions precedent to the transaction at the appropriate time/s.

18 June 2014


Corporate advisor, legal advisor and sponsor

Java Capital

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