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GROWTHPOINT PROPERTIES LIMITED - Growthpoint Prop Ltd\ Acucap Prop Ltd- Posting of a scheme of arrangement circular and notice of scheme meeting

Release Date: 15/01/2015 09:08
Code(s): GRT ACP     PDF:  
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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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