RESILIENT PROPERTY INCOME FUND LTD - Results of debenture holders scheme meeting and shareholders general meeting

Results of debenture holders scheme meeting and 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”)


RESULTS OF DEBENTURE HOLDERS SCHEME MEETING AND SHAREHOLDERS GENERAL MEETING

Linked unitholders are referred to the announcement released on SENS on 29 May 2014 wherein linked unitholders
were advised that Resilient posted a circular to linked unitholders 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 Resilient’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 Resilient between Resilient 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;
-     the subsequent termination of Resilient’s Debenture Trust Deed; and
-     the provision of financial assistance to The Resilient Education Trust for the purchase of securities.

Linked unitholders are advised that:
-    at the debenture holders scheme meeting held on Monday, 30 June 2014, all of the resolutions were
     unanimously approved; and
-    at the shareholders general meeting held on Monday, 30 June 2014, all resolutions were approved by the
     requisite majority, with shareholders voting unanimously in favour of all shareholders resolutions save for
     special resolution number 5 (relating to the adoption of a new memorandum of incorporation) which was
     approved with 90.61% support and special resolution number 6 (relating to the approval of the provision of
     financial assistance for the purchase of securities) which was approved with 99.91% support.

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.

30 June 2014


Corporate advisor, legal advisor and sponsor
Java Capital
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