Wrap Text
Results of scheme meetings and general meetings
SYNERGY INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/032604/06)
JSE share code: SGA ISIN: ZAE000161550
JSE share code: SGB ISIN: ZAE000162293
(Approved as a REIT by the JSE)
(“Synergy” or “the company”)
RESULTS OF COMBINED LINKED UNITHOLDERS GENERAL MEETING, “A” LINKED UNITHOLDERS SCHEME MEETING, “B” LINKED UNITHOLDERS
SCHEME MEETING, COMBINED ORDINARY SHAREHOLDERS GENERAL MEETING, “A” ORDINARY SHAREHOLDERS GENERAL MEETING AND “B”
ORDINARY SHAREHOLDERS GENERAL MEETING
INTRODUCTION
Linked unitholders are referred to the announcement released on SENS on Wednesday, 20 May 2015 wherein
linked unitholders were advised that the company had posted a circular to linked unitholders (the “circular”)
relating to:
- 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”) 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 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 Synergy’s Memorandum of Incorporation to enable the schemes;
- the amendment of Synergy’s Debenture Trust Deed to enable the schemes;
- the adoption of a new Memorandum of Incorporation; and
- the subsequent termination of Synergy’s Debenture Trust Deed.
Linked unitholders are advised that at the combined linked unitholders general meeting, the “A” linked unitholders
scheme meeting, the “B” linked unitholders 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 Monday, 22 June 2015, all resolutions required to be passed by Synergy linked unitholders and
shareholders to approve the transactions detailed above were passed by the requisite majority of Synergy linked
unitholders and shareholders.
Details of the results of the combined linked unitholders general meeting are as follows:
- total number of Synergy linked units that could have been voted at the combined linked unitholders general
meeting: 153 704 873.
- total number of Synergy linked units that were present/represented at the combined linked unitholders
general meeting: 126 565 793 being 82% of the total number of Synergy linked units that could have been
voted at the combined linked unitholders general meeting.
Linked unitholder special resolution number 1: Amendment of the debenture trust deed
Linked units voted* For Against Abstentions^
126 528 578 126 528 578, being 100% - 37 215, being 0.02421%
Linked unitholder special resolution number 2: Delinking of “A” linked units
Linked units voted* For Against Abstentions^
126 528 578 126 528 578, being 100% - 37 215, being 0.02421%
Linked unitholder special resolution number 3: Delinking of “B” linked units
Linked units voted* For Against Abstentions^
126 528 578 126 528 578, being 100% - 37 215, being 0.02421%
Linked unitholder special resolution number 4: Termination of the debenture trust deed
Linked units voted* For Against Abstentions^
126 528 578 126 528 578, being 100% - 37 215, being 0.02421%
Linked unitholder ordinary resolution number 1: General authority
Linked units voted* For Against Abstentions^
126 528 578 126 528 578, being 100% - 37 215, being 0.02421%
* linked units excluding abstentions.
^ in relation to total linked units in issue.
Details of the results of the “A” linked unitholders scheme meeting are as follows:
- total number of Synergy “A” linked units that could have been voted at the Synergy “A” linked unitholders
scheme meeting: 47 352 203
- total number of Synergy “A” linked units that were present/represented at the Synergy “A” linked
unitholders scheme meeting: 35 481 938 being 75% of the total number of Synergy “A” linked units that
could have been voted at the Synergy “A” linked unitholders scheme meeting.
“A” linked unitholder special resolution number 1: Amendment of the debenture trust deed
“A” linked units voted* For Against Abstentions^
35 444 723 35 444 723, being 100% - 37 215, being 0.07859%
“A” linked unitholder special resolution number 2: Delinking of “A” linked units
“A” linked units voted* For Against Abstentions^
35 444 723 35 444 723, being 100% - 37 215, being 0.07859%
“A” linked unitholder special resolution number 3: Delinking of “B” linked units
“A” linked units voted* For Against Abstentions^
35 444 723 35 444 723, being 100% - 37 215, being 0.07859%
“A” linked unitholder special resolution number 4: Approval of “A” debenture scheme
“A” linked units voted* For Against Abstentions^
35 444 723 35 444 723, being 100% - 37 215, being 0.07859%
“A” linked unitholder special resolution number 5: Termination of the debenture trust deed
“A” linked units voted* For Against Abstentions^
35 444 723 35 444 723, being 100% - 37 215, being 0.07859%
“A” linked unitholder ordinary resolution number 1: General authority
“A” linked units voted* For Against Abstentions^
35 444 723 35 444 723, being 100% - 37 215, being 0.07859%
* “A” linked units excluding abstentions.
^ in relation to total “A” linked units in issue.
Details of the results of the “B” linked unitholders scheme meeting are as follows:
- total number of Synergy “B” linked units that could have been voted at the Synergy “B” linked unitholders
scheme meeting: 106 352 670.
- total number of Synergy “B” linked units that were present/represented at the Synergy “B” linked
unitholders scheme meeting: 105 467 036 being 99% of the total number of Synergy “B” linked units that
could have been voted at the Synergy “B” linked unitholders scheme meeting.
“B” linked unitholder special resolution number 1: Amendment of the debenture trust deed
“B” linked units voted* For Against Abstentions^
105 454 313 105 454 313, being 100% - 12 723, being 0.01196%
“B” linked unitholder special resolution number 2: Delinking of “A” linked units
“B” linked units voted* For Against Abstentions^
105 454 313 105 454 313, being 100% - 12 723, being 0.01196%
“B” linked unitholder special resolution number 3: Delinking of “B” linked units
“B” linked units voted* For Against Abstentions^
105 454 313 105 454 313, being 100% - 12 723, being 0.01196%
“B” linked unitholder special resolution number 4: Approval of “B” debenture scheme
“B” linked units voted* For Against Abstentions^
105 454 313 105 454 313, being 100% - 12 723, being 0.01196%
“B” debenture holder special resolution number 5: Termination of the debenture trust deed
“B” linked units voted* For Against Abstentions^
105 454 313 105 454 313, being 100% - 12 723, being 0.01196%
“B” debenture holder ordinary resolution number 1: General authority
“B” linked units voted* For Against Abstentions^
105 454 313 105 454 313, being 100% - 12 723, being 0.01196%
* “B” linked units excluding abstentions.
^ in relation to total “B” linked units in issue.
Details of the results of the combined ordinary shareholders general meeting are as follows:
- total number of Synergy shares that could have been voted at the combined ordinary shareholders general
meeting: 153 704 873.
- total number of Synergy shares that were present/represented at the combined ordinary shareholders
general meeting: 126 159 269 being 82% of the total number of Synergy shares that could have been voted
at the combined ordinary shareholders general meeting.
Combined ordinary shareholders special resolution number 1: Amendment to the company’s memorandum of
incorporation to enable the “A” unit delinking and the “B” unit delinking
Shares voted* For Against Abstentions^
126 122 054 126 122 054, being 100% - 37 215, being 0.02421%
Shareholder special resolution number 2: Delinking of “A” linked units
Shares voted* For Against Abstentions^
126 122 054 126 122 054, being 100% - 37 215, being 0.02421%
Shareholder special resolution number 3: Delinking of “B” linked units
Shares voted* For Against Abstentions^
126 122 054 126 122 054, being 100% - 37 215, being 0.02421%
Shareholder special resolution number 4: Adoption of new memorandum of incorporation
Shares voted* For Against Abstentions^
126 122 054 126 122 054, being 100% - 37 215, being 0.02421%
Shareholder ordinary resolution number 1: General authority
Shares voted* For Against Abstentions^
126 122 054 126 122 054, being 100% - 37 215, being 0.02421%
* shares excluding abstentions.
^ in relation to total shares in issue.
Details of the results of the “A” ordinary shareholders general meeting are as follows:
- total number of Synergy “A” ordinary shares that could have been voted at the “A” ordinary shareholders
general meeting: 47 352 203.
- total number of Synergy “A” ordinary shares that were present/represented at the “A” ordinary
shareholders general meeting: 40 374 377 being 85% of the total number of Synergy “A” ordinary shares
that could have been voted at the “A” ordinary shareholders general meeting.
“A” ordinary shareholder special resolution number 1: 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
“A” ordinary shares voted* For Against Abstentions^
40 337 162 40 337 162, being 100% - 37 215, being 0.07859%
“A” ordinary shareholder special resolution number 2: Delinking of “A” linked units
“A” ordinary shares voted* For Against Abstentions^
40 337 162 40 337 162, being 100% - 37 215, being 0.07859%
“A” ordinary shareholder special resolution number 3: Delinking of “B” linked units
“A” ordinary shares voted* For Against Abstentions^
40 337 162 40 337 162, being 100% - 37 215, being 0.07859%
“A” ordinary shareholder special resolution number 4: Adoption of new memorandum of incorporation
“A” ordinary shares voted* For Against Abstentions^
40 337 162 40 337 162, being 100% - 37 215, being 0.07859%
“A” ordinary shareholder ordinary resolution number 1: General authority
“A” ordinary shares voted* For Against Abstentions^
40 337 162 40 337 162, being 100% - 37 215, being 0.07859%
* “A” ordinary shares excluding abstentions.
^ in relation to total “A” ordinary shares in issue.
Details of the results of the “B” ordinary shareholders general meeting are as follows:
- total number of Synergy “B” ordinary shares that could have been voted at the “B” ordinary shareholders
general meeting: 106 352 670.
- total number of Synergy “B” ordinary shares that were present/represented at the “B” ordinary shareholders
general meeting: 105 458 467 being 99% of the total number of Synergy “B” ordinary shares that could
have been voted at the “B” ordinary shareholders general meeting.
“B” ordinary shareholder special resolution number 1: Amendment to the company’s memorandum of
incorporation to enable the “A” unit delinking and the “B” unit delinking
“B” ordinary shares voted* For Against Abstentions
105 445 744 105 445 744, being 100% - 12 723, being 0.01196%
“B” ordinary shareholder special resolution number 2: Delinking of “A” linked units
“B” ordinary shares voted* For Against Abstentions
105 445 744 105 445 744, being 100% - 12 723, being 0.01196%
“B” ordinary shareholder special resolution number 3: Delinking of “B” linked units
“B” ordinary shares voted* For Against Abstentions
105 445 744 105 445 744, being 100% - 12 723, being 0.01196%
“B” ordinary shareholder special resolution number 4: Adoption of new memorandum of incorporation
“B” ordinary shares voted* For Against Abstentions
105 445 744 105 445 744, being 100% - 12 723, being 0.01196%
“B” ordinary shareholder ordinary resolution number 1: General authority
“B” ordinary shares voted* For Against Abstentions
105 445 744 105 445 744, being 100% - 12 723, being 0.01196%
* “B” ordinary shares excluding abstentions.
^ in relation to total “B” ordinary shares in issue.
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 schemes at the appropriate time.
22 June 2015
Corporate advisor and sponsor
Java Capital
Independent expert
MAZARS Corporate Finance (Pty) Ltd
Legal advisor
DLA Cliffe Dekker Hofmeyr
Date: 22/06/2015 04:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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