Wrap Text
Results of general and scheme meetings
DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIA ISIN: ZAE000158317
JSE share code: DIB ISIN: ZAE000158325
(Approved as a REIT by the JSE)
(“Dipula” or “the company”)
RESULTS OF COMBINED LINKED UNITHOLDERS’ GENERAL MEETING, “A” LINKED UNITHOLDERS’ SCHEME MEETING, “B” LINKED UNITHOLDERS’ SCHEME MEETING,
COMBINED SHAREHOLDERS’ GENERAL MEETING, “A” SHAREHOLDERS’ SCHEME MEETING AND “B” SHAREHOLDERS’ SCHEME MEETING
Linked unitholders are referred to the announcement released on SENS on 7 May 2015 wherein linked unitholders were advised
that Dipula had posted a circular, together with notices convening general and scheme meetings, to linked unitholders relating to:
- the conversion of the company’s current “A” linked capital structure to an “A” ordinary share structure by way of a
substitutive share-for-share transaction as contemplated in section 43 of the Income Tax Act 58 of 1962 (the “Income Tax
Act”), in terms of which Dipula will substitute or exchange 100% of the issued “A” linked units (being 193 012 083 “A”
linked units) for an equivalent number of issued “A” ordinary shares, 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”) (the “”A” linked unit scheme”);
- the conversion of the company’s current “B” linked capital structure to a “B” ordinary share structure by way of a
substitutive share-for-share transaction as contemplated in section 43 of the Income Tax Act, in terms of which Dipula will
substitute or exchange 100% of the issued “B” linked units (being 193 012 083 “B” linked units) for an equivalent number
of issued “B” ordinary shares, to be effected by way of a scheme of arrangement in terms of section 114 of the Companies
Act (the “”B” linked unit scheme”);
- the cancellation of all authorised but unissued ordinary shares of the company (the “ordinary share cancellation”); and
- the creation of two new classes of shares, being “A” and “B” ordinary shares, and the adoption of a new Memorandum of
Incorporation (the “new MoI”),
(collectively the “transactions”).
Linked unitholders are advised that at the combined linked unitholders’ general meeting, the “A” linked unitholders’ scheme
meeting and the “B” linked unitholders’ scheme meeting, held on Friday, 5 June 2015, all resolutions required to be passed in
order to approve the transactions were passed by the requisite majority of linked unitholders; and that at the combined
shareholders’ general meeting, the “A” shareholders’ scheme meeting and the “B” shareholders’ scheme meeting, held on Friday,
5 June 2015, all resolutions required to be passed in order to approve the transactions were passed by the requisite majority of
shareholders.
Details of the results of voting at the combined linked unitholders’ general meeting are as follows:
- total number of Dipula linked units that could have been voted at the combined linked unitholders’ general meeting:
386 024 166; and
- total number of Dipula linked units that were present/represented at the combined linked unitholders’ general meeting:
307 548 766 (being 79.67% of the total number of linked units that could have been voted at the meeting).
Combined linked unitholder special resolution number 1: Approval of the “A” linked unit scheme
Linked units voted* For Against Abstentions^
307 548 766 307 548 766, being 100% - -
Combined linked unitholder special resolution number 2: Approval of the “B” linked unit scheme
Linked units voted* For Against Abstentions^
307 548 766 307 548 766, being 100% - -
Combined linked unitholder special resolution number 3: Increase of authorised share capital
Linked units voted* For Against Abstentions^
307 548 766 307 548 766, being 100% - -
Combined linked unitholder special resolution number 4: Ordinary share cancellation
Linked units voted* For Against Abstentions^
307 548 766 307 548 766, being 100% - -
Combined linked unitholder special resolution number 5: Termination of Debenture Trust Deed
Linked units voted* For Against Abstentions^
307 548 766 307 548 766, being 100% - -
Combined linked unitholder special resolution number 6: Adoption of the new MoI
Linked units voted* For Against Abstentions^
307 548 766 307 548 766, being 100% - -
Combined linked unitholder ordinary resolution number 1: General authority
Linked units voted* For Against Abstentions^
307 548 766 307 548 766, being 100% - -
* linked units excluding abstentions
^ in relation to total number of linked units in issue
Details of the results of voting at the “A” linked unitholders’ scheme meeting are as follows:
- total number of Dipula “A” linked units that could have been voted at the “A” linked unitholders’ scheme meeting:
193 012 083; and
- total number of Dipula “A” linked units that were present/represented at the “A” linked unitholders’ scheme meeting:
180 342 992 (being 93.44% of the total number of “A” linked units that could have been voted at the meeting).
“A” linked unitholder special resolution number 1: Approval of the “A” linked unit scheme
“A” Linked units voted* For Against Abstentions^
180 342 992 180 342 992, being 100% - -
“A” linked unitholder special resolution number 2: Increase of authorised share capital
“A” Linked units voted* For Against Abstentions^
180 342 992 180 342 992, being 100% - -
“A” linked unitholder special resolution number 3: Ordinary share cancellation
“A” Linked units voted* For Against Abstentions^
180 342 992 180 342 992, being 100% - -
“A” linked unitholder special resolution number 4: Termination of Debenture Trust Deed
“A” Linked units voted* For Against Abstentions^
180 342 992 180 342 992, being 100% - -
“A” linked unitholder special resolution number 5: Adoption of the new MoI
“A” Linked units voted* For Against Abstentions^
180 342 992 180 342 992, being 100% - -
“A” linked unitholder ordinary resolution number 1: General authority
“A” Linked units voted* For Against Abstentions^
180 342 992 180 342 992, being 100% - -
* “A” linked units excluding abstentions
^ in relation to total number of “A” linked units in issue
Details of the results of voting at the “B” linked unitholders’ scheme meeting are as follows:
- total number of Dipula “B” linked units that could have been voted at the “B” linked unitholders’ scheme meeting: 193 012
083; and
- total number of Dipula “B” linked units that were present/represented at the “B” linked unitholders’ scheme meeting:
127 033 080 (being 65.82% of the total number of “B” linked units that could have been voted at the meeting).
“B” linked unitholder special resolution number 1: Approval of the “B” linked unit scheme
“B” Linked units voted* For Against Abstentions^
127 033 080 127 033 080, being 100% - -
“B” linked unitholder special resolution number 2: Increase of authorised share capital
“B” Linked units voted* For Against Abstentions^
127 033 080 127 033 080, being 100% - -
“B” linked unitholder special resolution number 3: Ordinary share cancellation
“B” Linked units voted* For Against Abstentions^
127 033 080 127 033 080, being 100% - -
“B” linked unitholder special resolution number 4: Termination of Debenture Trust Deed
“B” Linked units voted* For Against Abstentions^
127 033 080 127 033 080, being 100% - -
“B” linked unitholder special resolution number 5: Adoption of the new MoI
“B” Linked units voted* For Against Abstentions^
127 033 080 127 033 080, being 100% - -
“B” linked unitholder ordinary resolution number 1: General authority
“B” Linked units voted* For Against Abstentions^
127 033 080 127 033 080, being 100% - -
* “B” linked units excluding abstentions
^ in relation to total number of “B” linked units in issue
Details of the results of voting at the combined shareholders’ general meeting are as follows:
- total number of Dipula shares that could have been voted at the combined shareholders’ general meeting: 386 024 166;
and
- total number of Dipula shares that were present/represented at the combined shareholders’ general meeting: 262 301 040
(being 67.95% of the total number of shares that could have been voted at the meeting).
Combined shareholder special resolution number 1: Approval of the “A” linked unit scheme
Shares voted* For Against Abstentions^
262 301 040 262 310 040, being 100% - -
Combined shareholder special resolution number 2: Approval of the “B” linked unit scheme
Shares voted* For Against Abstentions^
262 301 040 262 310 040, being 100% - -
Combined shareholder special resolution number 3: Increase of authorised share capital
Shares voted* For Against Abstentions^
262 301 040 262 310 040, being 100% - -
Combined shareholder special resolution number 4: Ordinary share cancellation
Shares voted* For Against Abstentions^
262 301 040 262 310 040, being 100% - -
Combined shareholder special resolution number 5: Adoption of the new MoI
Shares voted* For Against Abstentions^
262 301 040 262 310 040, being 100% - -
Combined shareholder ordinary resolution number 1: General authority
Shares voted* For Against Abstentions^
262 301 040 262 310 040, being 100% - -
* shares excluding abstentions
^ in relation to total number of shares in issue
Details of the results of voting at the “A” shareholders’ scheme meeting are as follows:
- total number of Dipula shares that could have been voted at the “A” shareholders’ scheme meeting: 193 012 083; and
- total number of Dipula shares that were present/represented at the “A” shareholders’ scheme meeting: 172 103 233 (being
89.17% of the total number of shares that could have been voted at the meeting).
“A” shareholder special resolution number 1: Approval of the “A” linked unit scheme
Shares voted* For Against Abstentions^
172 103 233 172 103 233, being 100% - -
“A” shareholder ordinary resolution number 1: General authority
Shares voted* For Against Abstentions^
172 103 233 172 103 233, being 100% - -
* shares linked to “A” debentures as an “A” linked unit, excluding abstentions
^ in relation to total number of shares linked to “A” debentures as an “A” linked unit in issue
Details of the results of voting at the “B” shareholders’ scheme meeting are as follows:
- total number of Dipula shares that could have been voted at the “B” shareholders’ scheme meeting: 193 012 083; and
- total number of Dipula shares that were present/represented at the “B” shareholders’ scheme meeting: 89 971 630 (being
45.58% of the total number of shares that could have been voted at the meeting).
“B” shareholder special resolution number 1: Approval of the “B” linked unit scheme
Shares voted* For Against Abstentions^
89 971 630 89 971 630, being 100% - -
“B” shareholder ordinary resolution number 1: General authority
Shares voted* For Against Abstentions^
89 971 630 89 971 630, being 100% - -
* shares linked to “B” debentures as a “B” linked unit, excluding abstentions
^ in relation to total number of shares linked to “B” debentures as a “B” linked unit in issue
The transactions remain subject to, inter alia:
- in respect of each of the “A” and “B” linked unit schemes, the issue of a compliance certificate by the Takeover Regulation
Panel in terms of section 121 of the Companies Act; and
- confirmation by the Companies and Intellectual Properties Commission that it has accepted and placed on file all relevant
documents to give effect to the transactions, including the ordinary share cancellation and the adoption of the new MoI.
A further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding conditions
precedent to the transactions at the appropriate time/s.
5 June 2015
Corporate advisor and sponsor
Java Capital
Independent expert
Mazars Corporate Finance (Pty) Ltd
Legal advisor
DLA Cliffe Dekker Hofmeyr
Date: 05/06/2015 03:30:00 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
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