ARROWHEAD PROPERTIES LIMITED - Results Of General Meeting

Results Of General Meeting

ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE share code: AWA ISIN: ZAE000158101
JSE share code: AWB ISIN: ZAE000158119
(Approved as a REIT by the JSE)
(“Arrowhead” or “the company”)



RESULTS OF GENERAL MEETING


1.   INTRODUCTION

     Linked unitholders are referred to the joint Arrowhead and Vividend Income Fund Limited (“Vividend”)
     announcement released on SENS on 1 April 2014 relating to Arrowhead’s firm intention to make an offer to acquire
     all of the Vividend linked units it does not already own:

     -     by means of one or more indivisibly linked schemes of arrangement in terms of section 114 of the Companies
           Act 71 of 2008 (“Scheme”); or

     -     if certain conditions to which the Scheme is subject are not fulfilled, by means of a voluntary general offer,

     (collectively, “the Proposed Transaction”).

2.   RESULTS OF GENERAL MEETING

     Linked unitholders are advised that at the general meeting of Arrowhead linked unitholders held on Wednesday,
     2 July 2014 (the “general meeting”), all of the resolutions required to give effect to the Proposed Transaction as set
     out in the notice convening the general meeting incorporated in the circular to Arrowhead linked unitholders dated
     2 June 2014 (the “circular”), were unanimously passed without modification.

3.   OUTSTANDING CONDITIONS PRECEDENT

     Linked unitholders are advised that approval from the Competition Authorities has been received and, accordingly,
     the following conditions precedent to the Proposed Transaction, as detailed in the circular, remain outstanding:

     3.1   by not later than 17h00 on 31 August 2014, to the extent required under section 115(3) of the Companies Act,
           2008 (“Companies Act”), approval of the implementation of all of the resolutions to give effect to the Scheme
           (“Scheme Resolutions”) by the court being obtained and, if applicable, Vividend not having treated the
           Scheme Resolutions as a nullity (which it may not do unless it is instructed to do so by Arrowhead), as
           contemplated in section 115(5)(b) of the Companies Act;

     3.2   as at 17h00 on the date on which the condition in paragraph 3.1 has been fulfilled, none of the following
           events having occurred in respect of Vividend or Arrowhead -

           3.2.1      any corporate action, legal proceedings or other procedure or other step (including an application to
                      court, proposal of a resolution or convening of a meeting of shareholders, members, directors or
                      other officers) being taken by any person with a view to –

                      3.2.1.1      a moratorium, compromise, composition, business rescue or similar arrangement with
                                   any of its creditors;

                      3.2.1.2      its winding-up, dissolution or commencement of business rescue proceedings, or for
                                   the seeking of relief under any applicable bankruptcy, insolvency, company or similar
                                   law, or any such resolution; or

           3.2.2      the value of its assets is less than its liabilities (taking into account of contingent and prospective
                      liabilities) or it is unable to pay its debts as they fall due,

           it being agreed that this condition shall be regarded as having been fulfilled unless either Vividend or
           Arrowhead has informed the other by no later than 17h00 on the date on which the condition in paragraph 3.1
           has been fulfilled that it has knowledge that this condition has not been fulfilled; and

     3.3   by no later than 17h00 on 31 August 2014, the TRP issuing a compliance certificate in relation to the Scheme.

The conditions set out in paragraphs 3.1 and 3.3 above are of a regulatory nature and cannot be waived. The condition set
out in paragraph 3.2 above can be waived by mutual agreement between Arrowhead and Vividend.

4.   IMPORTANT DATES AND TIMES

     The remaining salient dates and times relating to the finalisation and implementation of the Proposed Transaction are
     as set out in the circular and announcement released on 2 June 2014.

Words and expressions in this announcement have the same meanings as assigned to them in the circular.

2 July 2014


Corporate advisor and sponsor
Java Capital

Legal advisor
Cliffe Dekker Hofmeyr Inc.

Independent reporting accountants and auditors
Grant Thornton (JHB) Inc.

Competition law advisor
Vani Chetty

Date: 02/07/2014 05:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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