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Results of debenture holders’ scheme meeting and shareholders’ general meeting
REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE share code: REB ISIN: ZAE000156147
(Approved as a REIT by the JSE)
(“Rebosis” or “the company”)
RESULTS OF DEBENTURE HOLDERS’ SCHEME MEETING AND SHAREHOLDERS’ GENERAL MEETING
Linked unitholders are referred to the announcement released on SENS on 30 March 2015 wherein linked unitholders were advised that
Rebosis had posted a circular to linked unitholders (the “circular”) relating to:
- the conversion of the company’s current linked unit capital structure to an all share structure by:
- the delinking of each Rebosis ordinary share from a Rebosis 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 or to receive any other form of compensation;
- 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 (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), to Rebosis’
stated capital account; and
- the termination of the Debenture Trust Deed,
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 debenture holders (the “scheme”);
- the amendment of Rebosis’ Memorandum of Incorporation to enable the scheme and the creation of a new class of “A” ordinary
shares;
- the amendment of Rebosis’ Debenture Trust Deed to enable the scheme;
- the increase of Rebosis’ authorised share capital;
- the creation of a new class of Rebosis “A” ordinary shares;
- the adoption of a new Memorandum of Incorporation to give effect to the changes in Rebosis’ capital structure; and
- the subsequent termination of Rebosis’ Debenture Trust Deed,
(collectively the “transactions”).
Linked unitholders are advised that:
- at the debenture holders’ scheme meeting held at 10:00 on Thursday, 30 April 2015, all resolutions required to be passed by
Rebosis debenture holders to approve the transactions detailed above were passed by the requisite majority of debenture holders;
and
- at the shareholders’ general meeting held at 10:30 on Thursday, 30 April 2015, all resolutions required to be passed by Rebosis
shareholders to approve the transactions detailed above were passed by the requisite majority of shareholders.
Details of the results of voting at the debenture holders’ scheme meeting are as follows:
- total number of Rebosis debentures that could have been voted at the debenture holders’ scheme meeting: 449 934 135
- total number of Rebosis debentures that were present/represented at the debenture holders’ scheme meeting: 350 481 855 (being
77.90% of the total number of Rebosis debentures that could have been voted at the debenture holders’ scheme meeting).
Debenture holder special resolution number 1: Amendment of the Debenture Trust Deed
Debentures voted* For Against Abstentions^
350 382 493 350 382 493, being 100% - 99 362, being 0.02208%
Debenture holder special resolution number 2: Delinking of linked units
Debentures voted* For Against Abstentions^
350 382 493 350 382 493, being 100% - 99 362, being 0.02208%
Debenture holder special resolution number 3: Approval of the scheme
Debentures voted* For Against Abstentions^
350 382 493 349 020 140, being 99.61118% 1 362 353, being 0.38882% 99 362, being 0.02208%
Debenture holder special resolution number 4: Termination of the Debenture Trust Deed
Debentures voted* For Against Abstentions^
350 382 493 350 382 493, being 100% - 99 362, being 0.02208%
Debenture holder ordinary resolution number 1: General authority
Debentures voted* For Against Abstentions^
350 382 493 350 371 680, being 99.99691% - 99 362, being 0.02208%
* Excluding abstentions
^ In relation to total linked units in issue
Details of the results of voting at the shareholders general meeting are as follows:
- total number of Rebosis shares that could have been voted at the shareholders’ general meeting: 449 934 135
- total number of Rebosis shares that were present/represented at the shareholders’ general meeting: 384 844 425 (being 85.53284%
of the total number of Rebosis shares that could have been voted at the shareholders’ general meeting)
Shareholder special resolution number 1: Amendment to the company’s Memorandum of Incorporation to enable the delinking and the
creation of the new “A” ordinary shares
Shares voted* For Against Abstentions^
384 773 480 373 598 321, being 97.09565% 11 175 159, being 2.90435% 70 945, being 0.01577%
Shareholder special resolution number 2: Delinking of linked units
Shares voted* For Against Abstentions^
384 773 480 384 773 480, being 100% - 70 945, being 0.01577%
Shareholder special resolution number 3: Increase of the company’s authorised share capital
Shares voted* For Against Abstentions^
384 773 480 369 606 942, being 96.05832% 15 166 538, being 3.94168% 70 945, being 0.01577%
Shareholder special resolution number 4: Creation of the new “A” ordinary shares
Shares voted* For Against Abstentions^
384 773 480 384 773 480, being 100% - 70 945, being 0.01577%
Shareholder special resolution number 5: Adoption of new Memorandum of Incorporation
Shares voted* For Against Abstentions^
384 773 480 384 773 480, being 100% - 70 945, being 0.01577%
Shareholder ordinary resolution number 1: Unissued shares placed under the control of the directors to enable them to acquire
Ascension linked units
Shares voted* For Against Abstentions^
384 773 480 369 606 942, being 96.05832% 15 166 538, being 3.94168% 70 945, being 0.01577%
Shareholder ordinary resolution number 2: General authority
Shares voted* For Against Abstentions^
384 773 480 384 773 480, being 100% - 70 945, being 0.01577%
* Excluding abstentions
^ In relation to total linked units in issue
The scheme remains 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 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.
30 April 2015
Corporate advisor, debenture trustee and sponsor Independent expert Legal advisor
Java Capital Mazars Corporate Finance Cliffe Dekker Hofmeyr
Date: 30/04/2015 05:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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