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Growthpoint Prop Ltd\ Acucap Prop Ltd- Posting of a scheme of arrangement circular and notice of scheme meeting
Acucap Properties Limited Growthpoint Properties Limited
Approved as a REIT by the JSE Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06) (Registration number 1987/004988/06)
Share code: ACP ISIN: ZAE000188660 Share code: GRT ISIN ZAE000179420
(“Acucap”) (“Growthpoint”)
POSTING OF A SCHEME OF ARRANGEMENT CIRCULAR AND NOTICE OF SCHEME MEETING
1. INTRODUCTION
1.1. Acucap shareholders (“Shareholders”) are referred to the joint firm intention announcement
released by Acucap and Growthpoint on SENS on Friday, 12 December 2014 regarding the
offer by Growthpoint to acquire all the shares in Acucap that it does not already own, by way
of a scheme of arrangement under section 114 of the Companies Act No. 71 of 2008
(“Offer”).
1.2. Shareholders are hereby advised that the combined circular in relation to the scheme of
arrangement, containing, inter alia, details of the Offer, a notice convening a general meeting
of Shareholders (“Scheme Meeting”), form of proxy and form of surrender and transfer will be
posted today and is available on Acucap’s website at www.acucap.co.za (“Circular”).
1.3. The purpose of the Circular is to –
1.3.1.provide Shareholders with detailed information regarding the Offer and the manner in
which it will be implemented;
1.3.2.make the requisite disclosures to Shareholders as required by the JSE Listings
Requirements and the Takeover Regulations in respect of the Offer; and
1.3.3.convene the Scheme Meeting for Shareholders to consider and, if deemed fit, approve
with or without modification, the resolutions relating to the Offer all as set out in the
notice of Scheme Meeting incorporated in the Circular.
2. NOTICE OF SCHEME MEETING
The Scheme Meeting will be held at 12:00pm on Monday 16 February 2015 at KPMG Inc, MSC
House, 1 Mediterranean Street, Foreshore, Cape Town, for the purposes of considering and, if
deemed fit, passing, with or without modification, the resolutions set forth in the notice of Scheme
Meeting incorporated in the Circular.
3. IMPORTANT DATES AND TIMES
Important dates and times in relation to the Scheme Meeting and Offer are set out below:
Record date to determine which Shareholders are eligible to receive Friday, 9 January 2015
the Circular
Circular and notice of Scheme Meeting posted to Shareholders on Thursday, 15 January 2015
Last day to trade in Acucap shares in order to be recorded in the Friday, 30 January 2015
securities register of Acucap to vote at the Scheme Meeting
Record date to be entitled to attend, participate in and vote at the Friday, 6 February 2015
Scheme Meeting by close of trading on
Forms of proxy for the Scheme Meeting to be received by the Thursday, 12 February 2015
transfer secretary by no later than 12:00pm on
Scheme Meeting to be held at 12:00pm on Monday, 16 February 2015
Results of the Scheme Meeting announced on SENS on Monday, 16 February 2015
Results of the Scheme Meeting published in the South African press Tuesday, 17 February 2015
on
Expected operative date of the scheme of arrangement Tuesday, 28 April 2015
Termination of listing of Acucap shares on the JSE expected to take Wednesday, 29 April 2015
place at the commencement of trade on or about
Notes:
1. The above important dates and times are subject to change. Any changes will be released on
SENS and published in the South African press.
2. Shareholders should note that as transactions in Acucap shares are settled in the electronic
settlement system of Strate, settlement of trades takes place five business days after such
trade. Therefore persons who acquire Acucap shares after close of trade on Friday, 30
January 2015 will not be eligible to vote at the Scheme Meeting. Provided the scheme of
arrangement is approved and becomes unconditional, on or before Friday, 27 March 2015,
Shareholders who hold Acucap shares on Friday, 24 April 2015 will participate in the scheme
of arrangement (i.e. their Acucap shares shall be disposed of and transferred to Growthpoint
for the scheme consideration as described in the Circular).
3. A certificated Shareholder, a dematerialised Shareholder with “own name” registration and a
dematerialised Shareholder without “own name” registration who has been issued with a letter
of representation may submit a form of proxy at any time before the commencement of the
Scheme Meeting (or adjourned or postponed Scheme Meeting) or hand it to the chairman of
the Scheme Meeting before the appointed proxy exercises any of the relevant Shareholder
rights at the Scheme Meeting (or adjourned or postponed Scheme Meeting), provided that
should a Shareholder lodge a form of proxy with the transfer secretary, Computershare
Investor Services Proprietary Limited, after 12:00 on Thursday, 12 February 2015 but before
the Scheme Meeting, such Shareholder will also be required to furnish a copy of such form of
proxy to the chairman of the Scheme Meeting before the appointed proxy/ies exercises any of
such Shareholder’s rights at the Scheme Meeting (or adjourned or postponed Scheme
Meeting).
4. If the Scheme Meeting is adjourned or postponed, forms of proxy submitted for the initial
Scheme Meeting will remain valid in respect of any adjournment or postponement of the
Scheme Meeting.
5. All times are local times in South Africa.
6. If the scheme of arrangement is to become operative on Tuesday, 28 April 2015, no
dematerialise or rematerialise orders in respect of Acucap shares will be processed after
Friday, 17 April 2015 (being the last day to trade in order to be reflected in the securities
register on Friday 24 April 2015).
15 January 2015
CORPORATE ADVISOR AND SPONSOR TO ACUCAP
QUESTCO
LEGAL ADVISOR TO ACUCAP
CLIFFE DEKKER HOFMEYR
CORPORATE ADVISOR AND SPONSOR TO GROWTHPOINT
INVESTEC
LEGAL AND COMPETITION LAW ADVISOR TO GROWTHPOINT
GLYN MARAIS INC
Date: 15/01/2015 09:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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