HYPROP INVESTMENTS LIMITED - Results of debenture holders scheme meeting and shareholders general meeting

Results of debenture holders’ scheme meeting and 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”)


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


Combined unitholders are referred to the announcement released on SENS on 6 June 2014 wherein
combined unitholders were advised that Hyprop posted 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
       (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.

Combined unitholders are advised that:

-      at the debenture holders’ scheme meeting held on Tuesday, 15 July 2014, all resolutions required to be passed
       by Hyprop 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 Tuesday, 15 July 2014, all resolutions required to be passed by
       Hyprop 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.

15 July 2014


Corporate advisor, legal advisor and sponsor

Java Capital

Date: 15/07/2014 02:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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