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Finalisation announcement and salient dates for the conversion of Fortress’ capital structure
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”)
FINALISATION ANNOUNCEMENT AND SALIENT DATES FOR THE CONVERSION OF FORTRESS’ CAPITAL STRUCTURE
Linked unitholders are referred to the announcement released on SENS on 3 February 2015 wherein the salient dates and
times in respect of:
- 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 by way of a
scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 (the “Companies Act”);
- the conversion of the company’s current “B” linked unit capital structure to a “B” ordinary share structure by way of a
scheme of arrangement in terms of section 114 of the Companies Act;
- 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,
(collectively the “transactions”) were announced as well as the announcement released on SENS on 25 March 2015 wherein linked unitholders
were advised that the registration of the special resolutions in respect of the transactions had been delayed due to backlogs with the
Companies and Intellectual Property Commission (“CIPC”).
The special resolutions in respect of the transactions, together with all prescribed documents, have now been registered by the CIPC.
The Takeover Regulation Panel has issued a compliance certificate in terms of section 119(4) of the Companies Act, with the result that
the transactions have now become unconditional in accordance with their terms. Accordingly the transactions will be implemented in
accordance with the timetable set out below.
2015
Finalisation date announcement released on SENS Friday, 8 May
Finalisation date announcement published in the press Monday, 11 May
Last day to trade in existing “A” linked units on the JSE prior to the delinking of the “A” linked units
and the capitalisation of the “A” debentures Friday, 15 May
Last day to trade in existing “B” linked units on the JSE prior to the delinking of the “B” linked units
and the capitalisation of the “B debentures Friday, 15 May
Trading in delinked “A” ordinary shares of no par value under the new ISIN: ZAE000192787 and the
existing code of “FFA” commences Monday, 18 May
Trading in delinked “B” ordinary shares of no par value under the new ISIN: ZAE000192795 and the
existing code of “FFB” commences Monday, 18 May
Suspension of listing of “A” linked units on the JSE Monday, 18 May
Suspension of listing of “B” linked units on the JSE Monday, 18 May
Scheme implementation record date for the delinking of the “A” linked units and the capitalisation of
the “A” debentures at the close of business Friday, 22 May
Scheme implementation record date for the delinking of the “B” linked units and the capitalisation of
the “B” debentures at the close of business Friday, 22 May
Scheme operative date Monday, 25 May
Date dematerialised “A” ordinary shareholders will have their accounts updated at their CSDP or
broker Monday, 25 May
Date dematerialised “B” ordinary shareholders will have their accounts updated at their CSDP or
broker Monday, 25 May
Date of issue of new replacement share certificates provided that the old “A” linked unit certificates
have been surrendered by 12:00 on Friday, 22 May 2015 (any certificated “A” linked units surrendered
after this date will be replaced within five business days after receipt by the transfer secretaries) Monday, 25 May
Date of issue of new replacement share certificates provided that the old “B” linked unit certificates
have been surrendered by 12:00 on Friday, 22 May 2015 (any certificated “B” linked units surrendered
after this date will be replaced within five business days after receipt by the transfer secretaries) Monday, 25 May
Termination of listing of “A” linked units (at the commencement of trade) Monday, 25 May
Termination of listing of “B” linked units (at the commencement of trade) Monday, 25 May
Notes:
1. All times given in this announcement are local times in South Africa.
2. No dematerialisation of linked unit certificates may take place after Friday, 15 May 2015.
8 May 2015
Corporate advisor, legal advisor and sponsor
Java Capital
Date: 08/05/2015 10:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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