Wrap Text
Results of debenture scheme meetings and shareholder meetings
FORTRESS INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes: FFA ISIN:ZAE000141313
FFB ISIN:ZAE000141321
(Approved as a REIT by the JSE)
(“Fortress” or “the company”)
RESULTS OF COMBINED DEBENTURE HOLDERS GENERAL MEETING, “A” DEBENTURE HOLDERS SCHEME MEETING, “B” DEBENTURE HOLDERS SCHEME MEETING,
COMBINED ORDINARY SHAREHOLDERS GENERAL MEETING, “A” ORDINARY SHAREHOLDERS GENERAL MEETING AND “B” ORDINARY SHAREHOLDERS GENERAL MEETING
Linked unitholders are referred to the announcement released on SENS on 3 February 2015 wherein linked
unitholders were advised that Fortress had posted a circular to linked unitholders (the “circular”) relating to:
- the conversion of Fortress’ authorised and issued ordinary par value shares to authorised and issued ordinary
shares of no par value;
- the increase of Fortress’ authorised share capital;
- the conversion of the company’s current “A” linked unit capital structure to an “A” ordinary share structure to
be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 (the
“Companies Act”) which scheme is being proposed by the company between the company and its “A”
debenture holders (the ““A” debenture scheme”);
- the conversion of the company’s current “B” linked unit capital structure to a “B” ordinary share structure 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 “B” debenture holders (the ““B” debenture
scheme”);
- the amendment of Fortress’ memorandum of incorporation to enable the change in Fortress’ capital structure;
- the amendment of Fortress’ debenture trust deed to enable the schemes;
- the adoption of a new memorandum of incorporation to give effect to the change in Fortress’ capital structure;
and
- the subsequent termination of Fortress’ debenture trust deed.
Linked unitholders are advised that at the combined debenture holders general meeting, the “A” debenture holders
scheme meeting, the “B” debenture holders scheme meeting, the combined ordinary shareholders general meeting, the
“A” ordinary shareholders general meeting and the “B” ordinary shareholders general meeting (“the meetings”) held
on Thursday, 5 March 2015, all resolutions required to be passed by the Fortress debenture holders and shareholders
to approve the transactions detailed above were passed by the requisite majority of the Fortress debenture holders and
shareholders.
Details of the results of the combined debenture holders general meeting are as follows:
- total number of Fortress debentures that could have been voted at the combined debenture holders’ general
meeting: 932 502 210.
- total number of Fortress debentures that were present/represented at the combined debenture holders’ scheme
meeting: 826 024 285 being 88.58% of the total number of Fortress combined debentures that could have been
voted at the combined debenture holders’ scheme meeting.
Debenture holder special resolution number 1: Amendment of the debenture trust deed
For Against Abstentions
826 024 285, being 100% - -
Debenture holder special resolution number 2: Delinking of “A” linked units
For Against Abstentions
826 024 285, being 100% - -
Debenture holder special resolution number 3: Delinking of “B” linked units
For Against Abstentions
826 024 285, being 100% - -
Debenture holder special resolution number 4: Termination of the debenture trust deed
For Against Abstentions
826 024 285, being 100% - -
Debenture holder ordinary resolution number 1: General authority
For Against Abstentions
826 024 285, being 100% - -
Details of the results of the “A” debenture holders scheme meeting are as follows:
- total number of Fortress “A” debentures that could have been voted at the Fortress “A” debenture holders
scheme meeting: 466 251 105.
- total number of Fortress “A” debentures that were present/represented at the Fortress “A” debenture holders
scheme meeting: 426 824 672 being 91.54% of the total number of Fortress “A” debentures that could have
been voted at the Fortress “A” debenture holders’ scheme meeting.
“A” debenture holder special resolution number 1: Amendment of the debenture trust deed
For Against Abstentions
426 757 148, being 100% - 67 524
“A” debenture holder special resolution number 2: Delinking of “A” linked units
For Against Abstentions
426 005 545, being 100% - 819 127
“A” debenture holder special resolution number 3: Approval of “A” debenture scheme
For Against Abstentions
426 005 545, being 100% - 819 127
“A” debenture holder special resolution number 4: Termination of the debenture trust deed
For Against Abstentions
426 005 545, being 100% - 819 127
“A” debenture holder ordinary resolution number 1: General authority
For Against Abstentions
426 005 545, being 99.82% 751 603, being 0.18% 67 524
Details of the results of the “B” debenture holders scheme meeting are as follows:
- total number of Fortress “B” debentures that could have been voted at the Fortress “B” debenture holders
scheme meeting: 466 251 105.
- total number of Fortress “B” debentures that were present/represented at the Fortress “B” debenture holders
scheme meeting: 400 612 945 being 85.92% of the total number of Fortress “B” debentures that could have
been voted at the Fortress “B” debenture holders’ scheme meeting.
“B” debenture holder special resolution number 1: Amendment of the debenture trust deed
For Against Abstentions
400 612 945, being 100% - -
“B” debenture holder special resolution number 2: Delinking of “B” linked units
For Against Abstentions
400 612 945, being 100% - -
“B” debenture holder special resolution number 3: Approval of “B” debenture scheme
For Against Abstentions
400 612 945, being 100% - -
“B” debenture holder special resolution number 4: Termination of the debenture trust deed
For Against Abstentions
400 612 945, being 100% - -
“B” debenture holder ordinary resolution number 1: General authority
For Against Abstentions
400 612 945, being 100% - -
Details of the results of the combined ordinary shareholders general meeting are as follows:
- total number of Fortress shares that could have been voted at the combined ordinary shareholders general
meeting: 932 502 210.
- total number of Fortress shares that were present/represented at the combined ordinary shareholders general
meeting: 826 236 087 being 88.60% of the total number of Fortress shares that could have been voted at the
combined ordinary shareholders general meeting.
Shareholder special resolution number 1: Par value conversion of shares
For Against Abstentions
826 236 087, being 100% - -
Shareholder special resolution number 2: Increase of the company’s authorised share capital
For Against Abstentions
826 236 087, being 100% - -
Combined ordinary shareholders special resolution number 3: Amendment to the company’s memorandum of
incorporation to give effect to the par value conversion and authorised share capital increase and to enable the “A”
unit delinking and the “B” unit delinking
For Against Abstentions
826 236 087, being 100% - -
Shareholder special resolution number 4: Delinking of “A” linked units
For Against Abstentions
826 236 087, being 100% - -
Shareholder special resolution number 5: Delinking of “B” linked units
For Against Abstentions
826 236 087, being 100% - -
Shareholder special resolution number 6: Adoption of new memorandum of incorporation
For Against Abstentions
826 236 087, being 100% - -
Shareholder ordinary resolution number 1: General authority
For Against Abstentions
826 236 087, being 100% - -
Details of the results of the “A” ordinary shareholders general meeting are as follows:
- total number of Fortress “A” ordinary shares that could have been voted at the “A” ordinary shareholders
general meeting: 466 251 105.
- total number of Fortress “A” ordinary shares that were present/represented at the “A” ordinary shareholders
general meeting: 372 828 096 being 79.96% of the total number of Fortress “A” ordinary shares that could
have been voted at the “A” ordinary shareholders general meeting.
“A” ordinary shareholder special resolution number 1: Par value conversion of shares
For Against Abstentions
372 759 772, being 100% - 68 324
“A” ordinary shareholder special resolution number 2: Increase of the company’s authorised share capital
For Against Abstentions
372 759 772, being 100% - 68 324
“A” ordinary shareholder special resolution number 3: Amendment to the company’s memorandum of incorporation
to give effect to the par value conversion and authorised share capital increase and to enable the “A” unit delinking
and the “B” unit delinking
For Against Abstentions
372 759 772, being 100% - 68 324
“A” ordinary shareholder special resolution number 4: Delinking of “A” linked units
For Against Abstentions
372 759 772, being 100% - 68 324
“A” ordinary shareholder special resolution number 5: Delinking of “B” linked units
For Against Abstentions
372 759 772, being 100% - 68 324
“A” ordinary shareholder special resolution number 6: Adoption of new memorandum of incorporation
For Against Abstentions
372 759 772, being 100% - 68 324
“A” ordinary shareholder ordinary resolution number 1: General authority
For Against Abstentions
372 759 772, being 100% - 68 324
Details of the results of the “B” ordinary shareholders general meeting are as follows:
- total number of Fortress “B” ordinary shares that could have been voted at the “B” ordinary shareholders
general meeting: 466 251 105.
- total number of Fortress “B” ordinary shares that were present/represented at the “B” ordinary shareholders
general meeting: 398 594 171 being 85.49% of the total number of Fortress “B” ordinary shares that could
have been voted at the “B” ordinary shareholders general meeting.
“B” ordinary shareholder special resolution number 1: Par value conversion of shares
For Against Abstentions
398 594 001, being 100% - 170
“B” ordinary shareholder special resolution number 2: Increase of the company’s authorised share capital
For Against Abstentions
398 594 001, being 100% - 170
“B” ordinary shareholder special resolution number 3: Amendment to the company’s memorandum of incorporation
to give effect to the par value conversion and authorised share capital increase and to enable the “A” unit delinking
and the “B” unit delinking
For Against Abstentions
398 594 001, being 100% - 170
“B” ordinary shareholder special resolution number 4: Delinking of “A” linked units
For Against Abstentions
398 594 001, being 100% - 170
“B” ordinary shareholder special resolution number 5: Delinking of “B” linked units
For Against Abstentions
398 594 001, being 100% - 170
“B” ordinary shareholder special resolution number 6: Adoption of new memorandum of incorporation
For Against Abstentions
398 594 001, being 100% - 170
“B” ordinary shareholder ordinary resolution number 1: General authority
For Against Abstentions
398 594 001, being 100% - 170
The “A” debenture scheme and the “B” debenture scheme remain 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 A” debenture scheme and the “B” debenture 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 scheme at the appropriate time.
5 March 2015
Corporate advisor, legal advisor and sponsor
Java Capital
Date: 05/03/2015 04:58:00 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 
