Wrap Text
Posting of circular, notice of debenture holders’ scheme meeting and notice of shareholders’ general meeting
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE NSX share code: VKN
ISIN: ZAE000056370
(Granted REIT status with the JSE)
(“Vukile” or “the company”)
POSTING OF CIRCULAR, NOTICE OF DEBENTURE HOLDERS’ SCHEME MEETING AND NOTICE OF SHAREHOLDERS’ GENERAL MEETING
1. INTRODUCTION
Linked unitholders are advised that the company has on Friday, 19 December 2014 posted a circular to linked
unitholders (the “circular”) relating to:
- the conversion of Vukile’s authorised and issued ordinary par value shares to authorised and issued
shares of no par value (the “par value conversion”);
- subsequent to the par value conversion, the conversion of the company’s current linked unit capital
structure to an all share structure by:
- the delinking of each Vukile ordinary share from a Vukile 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 the books of account of the company,
equating to the issue price of each debenture to Vukile’s stated capital account (which includes the
unamortised debenture premium and which will, pursuant to the waiver by each of the debenture
holders of the right to be repaid the debt reflected in each debenture, constitute a profit and be
available for capitalisation for no consideration); and
- the termination of the Vukile 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 the company between the company and its debenture holders (the
“scheme”);
- the amendment of Vukile’s Memorandum of Incorporation to give effect to the change in Vukile’s capital
structure and the provisions of the Companies Act and the JSE Listings Requirements in respect of the
approval of written resolutions by shareholders;
- the amendment of Vukile’s Debenture Trust Deed to enable the change in Vukile’s capital structure; and
- the subsequent termination of Vukile’s Debenture Trust Deed.
(collectively the “transactions”).
The circular contains a notice convening a debenture holders’ scheme meeting, to be held at 10:00 on
Wednesday, 21 January 2015 at the registered office of Vukile at One-on-Ninth, Cnr Glenhove Road and Ninth
Street, Melrose Estate, 2196, for the purpose of considering and, if deemed fit, passing, with or without
modification the resolutions required to approve the transactions including the scheme.
The circular further contains a notice convening a shareholders’ general meeting, to be held at the later of 10:15
or 10 minutes after the completion of the debenture holders’ scheme meeting on Wednesday, 21 January 2015
at the registered office of Vukile at One-on-Ninth, Cnr Glenhove Road and Ninth Street, Melrose Estate, 2196,
for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions required
to approve the transactions.
The circular is also available in electronic format on the company’s website at www.vukile.co.za.
2. RATIONALE
In terms of the revised section 13 of the JSE Listings Requirements (which has been amended to cater for REIT
legislation) the total consolidated IFRS liabilities of a REIT may not exceed 60% of its total consolidated IFRS
assets. The liability constituted by a company’s issued debentures is (in terms of IFRS) required to be taken into
account in the calculation for the determination of such 60% threshold.
By converting its capital structure, the company will reduce the ratio of its total consolidated liabilities
(excluding subordinated debentures, as these will no longer exist subsequent to the passing of the requisite
resolutions) to total consolidated assets, calculated as at 30 September 2014, to 28.91% and will thereby ensure
that the company’s consolidated liabilities remain below the aforementioned 60% threshold requirement.
Additional benefits in converting the company’s current linked unit capital structure to an all share structure
include –
- the alignment of the company’s capital structure with the internationally recognised all equity REIT
capital structures; and
- simplifying the administration and accounting treatment of the company’s capital structure; and
- the removal of the cost structure associated with debentures.
3. CONDITIONS PRECEDENT TO THE SCHEME
The scheme will be subject to the following conditions precedent:
- the approval of the scheme by the requisite majority of debenture holders, as contemplated in section
115(2) of the Companies Act; and
- to the extent required, the approval of the implementation of such resolution by the Court as
contemplated in section 115(3)(a) read with section 115(5)(a) of the Companies Act; and
- if applicable, the company not treating the aforesaid resolution as a nullity, as contemplated in
section115(5)(b) of the Companies Act;
- the requisite majority of debenture holders approving the relevant resolutions required to authorise:
- the delinking of each of the company’s ordinary shares from a debenture so as to no longer
constitute a linked unit;
- the amendment of the Vukile Debenture Trust Deed; and
- the termination of the Debenture Trust Deed, without payment or other compensation to debenture
holders;
- the requisite majority of shareholders approving the relevant resolutions required to authorise:
- the conversion of Vukile’s authorised and issued ordinary par value shares to authorised and issued
shares of no par value;
- the delinking of each of the company’s ordinary shares from a debenture so as to no longer
constitute a linked unit;
- the amendment of Vukile’s Memorandum of Incorporation;
- all applicable regulatory and statutory approvals are obtained.
The conditions precedent have been inserted in the company’s favour. Where such condition precedent is
capable of being waived, the company may waive such resolution, in its sole discretion, at any time prior to the
fulfilment thereof.
4. SECTION 114 REPORT
The board has appointed Mazars Corporate Finance Proprietary Limited (the “independent expert”) as
independent expert (which meets the requirements set out in section 114(2) of the Companies Act) to advise it
on the proposed scheme and to compile a report in terms of section 114 of the Companies Act to the
independent board concerning the scheme.
The independent expert has prepared a report to the independent board in compliance with section 114(3) of the
Companies Act, which report confirming that the scheme is fair and reasonable to Vukile’s debenture holders is
included in the circular.
5. VIEWS OF THE BOARD
None of the directors have any conflict of interests in relation to the scheme and all directors are able to make
impartial decisions in relation to the scheme. Accordingly, all directors are considered to be “independent” (as
defined under Regulation 81 of the Takeover Regulations).
The board, having considered the terms and conditions of the scheme, is in favour of the scheme and the
transactions and recommends that linked unitholders vote in favour of the resolutions set out in the notice of
debenture holders’ scheme meeting and the notice of shareholders’ general meeting, to implement the scheme
and the transactions.
The directors of the company who hold linked units intend to vote in favour of the resolutions set out in the
notice of debenture holders’ scheme meeting and the notice of shareholders’ general meeting, to implement the
scheme and the transactions.
6. SALIENT DATES AND TIMES
The salient dates and times relating to the transactions are set out below.
2014
Record date in order to receive circular (together with the notices convening the Friday, 12 December
debenture holders’ scheme meeting and the shareholders’ general meeting)
Circular (together with the notices convening the debenture holders’ scheme Friday, 19 December
meeting and the shareholders’ general meeting) posted on
Announcement relating to the issue of the circular (together with notices convening Friday, 19 December
the debenture holders’ scheme meeting and the shareholders’ general meeting)
released on SENS on
Announcement relating to the issue of the circular (together with the notices Tuesday, 23 December
convening the debenture holders’ scheme meeting and the shareholders’ general
meeting) published in the press on
2015
Last day to trade in order to be eligible to vote at the debenture holders’ scheme Friday, 9 January
meeting and the shareholders’ general meeting
Voting record date Friday, 16 January
Last day to lodge forms of proxy for the debenture holders’ scheme meeting (by Monday, 19 January
10:00)
Last day to lodge forms of proxy for the shareholders’ general meeting (by 10:15) Monday, 19 January
Debenture holders’ scheme meeting held at 10:00 on Wednesday, 21 January
Shareholders’ general meeting held at the later of 10:15 or 10 minutes after the Wednesday, 21 January
completion of the debenture holders’ scheme meeting on
Results of the debenture holders’ scheme meeting and the shareholders’ general Wednesday, 21 January
meeting released on SENS on
Special resolutions submitted to CIPC for filing on Thursday, 22 January
Results of the debenture holders’ scheme meeting and the shareholders’ general Thursday, 22 January
meeting published in the press on
Last date on which debenture holders can make application to court in terms of Wednesday, 4 February
section 115(3)(a) of the Companies Act if the scheme is approved by debenture
holders at the debenture holders’ scheme meeting but with sufficient opposing votes
that debenture holders may require the company to obtain court approval for the
scheme as contemplated in section 115(3)(a)
If no debenture holders exercise their rights in terms of section 115(3)(a) of the
Companies Act
Special resolutions expected to be registered by CIPC on Wednesday, 11 March
Finalisation date expected to be on Friday, 13 March
Finalisation date announcement expected to be released on SENS on Friday, 13 March
Finalisation date announcement expected to be published in the press on Monday, 16 March
Expected last day to trade in existing linked units on the JSE prior to the delinking Friday, 20 March
of the linked units and the capitalisation of the debentures on
Trading in delinked ordinary shares of no par value under the new ISIN: Monday, 23 March
ZAE000180865 and the existing code of “VKE” commences on
Expected suspension of listing of linked units on the JSE Monday, 23 March
Expected scheme implementation record date for the delinking of the linked units Friday, 27 March
and the capitalisation of the debentures at the close of business on
Expected scheme operative date Monday, 30 March
Expected date dematerialised shareholders will have their accounts updated at their Monday, 30 March
CSDP or broker on
Expected date of issue of new replacement share certificates provided that the old Monday, 30 March
linked unit certificates have been surrendered by 12:00 on Friday, 27 March 2015
(any certificated linked units surrendered after this date will be replaced within 5
business days after receipt by the transfer secretaries)
Expected termination of listing of linked units Monday, 30 March
Notes:
1. All dates and times may be changed by the company. Any change will be published on SENS and in the South African
press, if required.
2. Linked unitholders should note that as transactions in Vukile linked units are settled in the electronic
settlement system used by Strate, settlement of trades takes place 5 business days after such trade. Therefore,
unitholders who acquire Vukile linked units after Friday, 9 January 2015 will not be eligible to vote at the
debenture holders’ scheme meeting or the shareholders’ general meeting.
3. All times given in this circular are local times in South Africa.
4. If the debenture holders’ scheme meeting and/or the shareholders’ general meeting are adjourned or postponed,
forms of proxy submitted for the initial debenture holders’ scheme meeting and/or the shareholders’ general
meeting, as the case may be, will remain valid in respect of any adjournment or postponement of the debenture
holders’ scheme meeting and/or the shareholders’ general meeting, as the case may be.
5. No dematerialisation of linked unit certificates may take place after Friday, 20 March 2015.
19 December 2015
JSE sponsor NSX sponsor
Java Capital IJG Securities (Pty) Ltd
Independent expert
Mazars Corporate Finance (Pty) Ltd
Date: 19/12/2014 05:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
