ASCENSION PROPERTIES LIMITED - Results of scheme meetings and general meetings

Release Date: 23/06/2015 16:00
Code(s): AIA AIB
 
Wrap Text
Results of scheme meetings and general meetings

ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/026141/06)
JSE share code: AIA   ISIN: ZAE000161881
JSE share code: AIB   ISIN: ZAE000161899
(Approved as a REIT by the JSE)
(“Ascension” or “the company”)


RESULTS OF COMBINED LINKED UNITHOLDERS GENERAL MEETING, “A” LINKED UNITHOLDERS GENERAL MEETING, “B” LINKED UNITHOLDERS 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


INTRODUCTION

Linked unitholders are referred to the announcement released on SENS on Friday, 22 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 Ascension’s Debenture Trust Deed to enable the schemes;
-      the adoption of a new Memorandum of Incorporation to give effect to the change in Ascension’s capital structure; and
-      the subsequent termination of Ascension’s Debenture Trust Deed.

Linked unitholders are advised that at the combined linked unitholders general meeting, the “A” linked unitholders general
meeting, the “B” linked unitholders 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 Tuesday, 23 June 2015, all resolutions required to be
passed by Ascension linked unitholders, debenture holders and shareholders to approve the transactions detailed above were
passed by the requisite majority of Ascension linked unitholders, debenture holders and shareholders.

Details of the results of the combined linked unitholders general meeting are as follows:

-       total number of Ascension linked units that could have been voted at the combined linked unitholders general
        meeting: 685 219 873.
-       total number of Ascension linked units that were present/represented at the combined linked unitholders general
        meeting: 508 400 636 being 74.20% of the total number of Ascension 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
508 400 636                     508 400 636, being 100%          -                               -

Linked unitholder special resolution number 2: Delinking of “A” linked units

Linked units voted              For                              Against                         Abstentions
508 400 636                     508 400 636, being 100%          -                               -

Linked unitholder special resolution number 3: Delinking of “B” linked units

Linked units voted              For                              Against                         Abstentions
508 400 636                     508 400 636, being 100%          -                               -

Linked unitholder special resolution number 4: Termination of the debenture trust deed

Linked units voted              For                              Against                         Abstentions
508 400 636                     508 400 636, being 100%          -                               -

Linked unitholder ordinary resolution number 1: General authority
Linked units voted               For                              Against                    Abstentions
508 400 636                      508 400 636, being 100%          -                          -


Details of the results of the “A” linked unitholders general meeting are as follows:

-        total number of Ascension “A” linked units that could have been voted at the Ascension “A” linked unitholders
         general meeting: 308 860 859
-        total number of Ascension “A” linked units that were present/represented at the Ascension “A” linked unitholders
         general meeting: 193 808 673 being 62.75% of the total number of Ascension “A” linked units that could have been
         voted at the Ascension “A” linked unitholders general meeting.

“A” linked unitholder special resolution number 1: Amendment of the debenture trust deed

“A” linked units voted           For                              Against                    Abstentions
193 808 673                      193 808 673, being 100%          -                          -

“A” linked unitholder special resolution number 2: Delinking of “A” linked units

“A” linked units voted           For                              Against                    Abstentions
193 808 673                      193 808 673, being 100%          -                          -

“A” linked unitholder special resolution number 3: Delinking of “B” linked units

“A” linked units voted           For                              Against                    Abstentions
193 808 673                      193 808 673, being 100%          -                          -

“A” linked unitholder special resolution number 4: Termination of the debenture trust deed

“A” linked units voted           For                              Against                    Abstentions
193 808 673                      193 808 673, being 100%          -                          -

“A” linked unitholder ordinary resolution number 1: General authority

“A” linked units voted           For                              Against                    Abstentions
193 808 673                      193 808 673, being 100%          -                          -


Details of the results of the “B” linked unitholders general meeting are as follows:

-        total number of Ascension “B” linked units that could have been voted at the Ascension “B” linked unitholders
         general meeting: 376 359 014.
-        total number of Ascension “B” linked units that were present/represented at the Ascension “B” linked unitholders
         general meeting: 293 654 404 being 78.03% of the total number of Ascension “B” linked units that could have been
         voted at the Ascension “B” linked unitholders general meeting.

“B” linked unitholder special resolution number 1: Amendment of the debenture trust deed

“B” linked units voted           For                              Against                    Abstentions
293 654 404                      293 654 404, being 100%          -                          -

“B” linked unitholder special resolution number 2: Delinking of “A” linked units

“B” linked units voted           For                              Against                    Abstentions
293 654 404                      293 654 404, being 100%          -                          -

“B” linked unitholder special resolution number 3: Delinking of “B” linked units

“B” linked units voted           For                              Against                    Abstentions
293 654 404                      293 654 404, being 100%          -                          -



“B” debenture holder special resolution number 4: Termination of the debenture trust deed

“B” linked units voted           For                              Against                    Abstentions
293 654 404                      293 654 404, being 100%          -                          -
“B” debenture holder ordinary resolution number 1: General authority

“B” linked units voted          For                              Against                       Abstentions
293 654 404                     293 654 404, being 100%          -                             -


Details of the results of the “A” debenture holders scheme meeting are as follows:

-       total number of Ascension “A” debentures that could have been voted at the Ascension “A” debenture holders scheme
        meeting: 308 860 859
-       total number of Ascension “A” debentures that were present/represented at the Ascension “A” debenture holders
        scheme meeting: 172 588 652 being 55.88% of the total number of Ascension “A” debentures that could have been
        voted at the Ascension “A” debenture holders scheme meeting.

“A” debenture holder special resolution number 1: Approval of the “A” debenture scheme

“A” debentures voted             For                              Against                      Abstentions
172 588 652                      172 588 652, being 100%          -                            -

“A” debenture holder ordinary resolution number 1: General authority

“A” debentures voted             For                              Against                      Abstentions
172 588 652                      172 588 652, being 100%          -                            -


Details of the results of the “B” debenture holders scheme meeting are as follows:

-       total number of Ascension “B” debentures that could have been voted at the Ascension “B” debenture holders scheme
        meeting: 376 359 014
-       total number of Ascension “B” debentures that were present/represented at the Ascension “B” debenture holders
        scheme meeting: 251 099 551 being 66.72% of the total number of Ascension “B” debentures that could have been
        voted at the Ascension “B” debenture holders scheme meeting.

“B” debenture holder special resolution number 1: Approval of the “B” debenture scheme

“B” debentures voted             For                              Against                      Abstentions
251 099 551                      251 099 551, being 100%          -                            -

“B” debenture holder ordinary resolution number 1: General authority

“B” debentures voted             For                              Against                      Abstentions
251 099 551                      251 099 551, being 100%          -                            -


Details of the results of the combined ordinary shareholders general meeting are as follows:

-       total number of Ascension shares that could have been voted at the combined ordinary shareholders general meeting:
        685 219 873
-       total number of Ascension shares that were present/represented at the combined ordinary shareholders general
        meeting: 443 504 782 being 64.72% of the total number of Ascension shares that could have been voted at the
        combined ordinary shareholders general meeting.

Shareholder special resolution number 1: Adoption of new memorandum of incorporation

Shares voted                     For                              Against                      Abstentions
443 504 782                      443 504 782, being 100%          -                            -

Shareholder ordinary resolution number 1: General authority

Shares voted                     For                              Against                      Abstentions
443 504 782                      443 504 782, being 100%          -                            -

Details of the results of the “A” ordinary shareholders general meeting are as follows:

-       total number of Ascension “A” ordinary shares that could have been voted at the “A” ordinary shareholders general
        meeting: 308 860 859
-           total number of Ascension “A” ordinary shares that were present/represented at the “A” ordinary shareholders general
            meeting: 160 255 052 being 51.89% of the total number of Ascension “A” ordinary shares that could have been voted
            at the “A” ordinary shareholders general meeting.

“A” ordinary shareholder special resolution number 1: Adoption of new memorandum of incorporation

“A” ordinary shares voted             For                                    Against                           Abstentions
160 255 052                           150 555 052, being 93.94715%           9 700 000, being 6.05285%         -

“A” ordinary shareholder ordinary resolution number 1: General authority

“A” ordinary shares voted             For                                    Against                           Abstentions
160 255 052                           150 555 052, being 93.94715%           9 700 000, being 6.05285%         -


Details of the results of the “B” ordinary shareholders general meeting are as follows:

-           total number of Ascension “B” ordinary shares that could have been voted at the “B” ordinary shareholders general
            meeting: 376 359 014
-           total number of Ascension “B” ordinary shares that were present/represented at the “B” ordinary shareholders general
            meeting: 258 166 993 being 68.60% of the total number of Ascension “B” ordinary shares that could have been voted
            at the “B” ordinary shareholders general meeting.

“B” ordinary shareholder special resolution number 1: Adoption of new memorandum of incorporation

“B” ordinary shares voted             For                              Against                         Abstentions
258 166 993                           258 166 993, being 100%          -                               -

“B” ordinary shareholder ordinary resolution number 1: General authority

“B” ordinary shares voted             For                              Against                         Abstentions
258 166 993                           258 166 993, being 100%          -                               -


Each of the “A” debenture scheme and the “B” debenture 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 A” debenture scheme and the “B” debenture scheme; and
    -     the filing and registration of the special resolutions required to be so filed and registered 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.


23 June 2015


Corporate advisor and sponsor                   
Java Capital


Independent expert                            
MAZARS Corporate Finance (Pty) Ltd


Legal advisor
DLA Cliffe Dekker Hofmeyr
Date: 23/06/2015 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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