OCTODEC INVESTMENTS LIMITED - Results of general meeting of Octodec debenture holders, Octodec shareholders and Premium linked unitholders

Release Date: 31/07/2014 14:30
Code(s): OCT PMM
 
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Results of general meeting of Octodec debenture holders, Octodec shareholders and Premium linked unitholders

Octodec Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
Share Code: OCT
ISIN Code: ZAE000005104
(“Octodec”)
REIT status approved


Premium Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/003601/06)
Share Code: PMM
ISIN Code: ZAE000009254
(“Premium”)
REIT status approved



Results of the general meetings of Octodec debenture holders, Octodec shareholders and Premium
linked unitholders (collectively, “Linked Unitholders”) (“the General Meetings”) relating to, inter alia,
the proposed acquisition by Octodec of the entire issued linked unit capital of Premium that it does not
already own (“the Proposed Transaction”) and the capital restructure of Octodec (“the Capital
Restructure”)

1.   Results of the General Meetings

     Linked Unitholders are referred to the notices of General Meetings attached to the circulars that
     were posted to Linked Unitholders on 1 July 2014 (“the Circulars”) relating to, inter alia, the
     Proposed Transaction and the Capital Restructure.

     Linked Unitholders are advised that at the General Meetings held today, Thursday, 31 July 2014, all
     ordinary and special resolutions tabled were approved by the requisite majority of Linked
     Unitholders present in person or represented by proxy.

     The special resolutions passed at the General Meetings will be filed with and registered, where
     required, with the Companies and Intellectual Property Commission.

2.   Salient dates and times

     Due to the anticipated timing of the fulfilment of the condition precedent relating to the approval of
     the Proposed Transaction by the Competition Authorities, Linked Unitholders are advised that
     certain of the salient dates and times as set out in the Circulars have been amended. An amended
     timetable is set out below. The definitions in the Circulars apply to the following table:
                                                                                                         2014

Declaration date in respect of the Special Distributions                                      Friday, 8 August

Last date for Linked Unitholders to trade in order to be recorded in the Registers on        Friday, 22 August
the record date for the Special Distributions
Linked units trade “ex” the Special Distributions                                           Monday, 25 August

Record date for the Special Distributions                                                   Friday, 29 August

Effective Date of the Proposed Transaction and Capital Restructure expected to be         Monday, 1 September
on or about
Last date for Premium Linked Unitholders to trade in order to be recorded in the         Friday, 12 September
Premium Register on the record date for the Proposed Transaction
Last date for Octodec Linked Unitholders to trade in order to be recorded in the         Friday, 12 September
Octodec Register on the record date for the Capital Restructure
Suspension of trading of Octodec Linked Units under the current ISIN                     Monday, 15 September
ZAE000005104, from the commencement of trade on
Octodec No Par Value Shares listed on the JSE, to trade under the share code OCT         Monday, 15 September
and ISIN ZAE000192258
Suspension of trading of Premium Linked Units from the commencement of trade             Monday, 15 September
on
Scheme Consideration Shares listed on the JSE                                            Monday, 15 September
Record date for the Capital Restructure                                                  Friday, 19 September

Record date for the Proposed Transaction                                                 Friday, 19 September

Record date to determine which Premium Linked Unitholders are entitled to receive        Friday, 19 September
the Scheme Consideration Shares
Date on which Scheme Participants’ CSDP or broker accounts will be credited with        Monday, 22 September
the Scheme Consideration Shares
Termination of listing of Premium Linked Units at the commencement of trade on          Monday, 22 September

Finalisation date in respect of the Special Distributions on or about                   Tuesday, 28 October
Payment date for the Special Distributions on or about                                  Monday, 17 November

Note:

1. All dates and times indicated are South African dates and times.

2. To the extent that there are any unforeseen delays in the fulfillment of the outstanding
   conditions precedent, these dates and times are subject to amendments. Any such amendment
   will be released on the Stock Exchange News Service of the JSE Limited.

3. Linked unit certificates may not be dematerialised or rematerialised between Monday, 18 August
   2014 and Friday, 22 August 2014, both dates inclusive and the Premium linked units may not be
   dematerialised or rematerialized after Monday, 15 September 2014.
Johannesburg

31 July 2014



Investment Bank, Corporate Advisor and Sponsor to Octodec and Premium

Nedbank Capital



Legal adviser to Octodec and Premium

Tugendhaft Wapnick Banchetti and Partners

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