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DIPULA INCOME FUND LIMITED - Finalisation announcement and salient dates for the conversion of Dipulas capital structure

Release Date: 01/07/2015 11:15
Code(s): DIA DIB     PDF:  
Wrap Text
Finalisation announcement and salient dates for the conversion of Dipula’s capital structure

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”)


FINALISATION ANNOUNCEMENT AND SALIENT DATES FOR THE CONVERSION OF DIPULA’S CAPITAL STRUCTURE


Linked unitholders are referred to the announcement released on SENS on 7 May 2015 wherein the salient dates and times in
respect of:

-      the conversion of the company’s current “A” linked 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, its “A” debenture holders, and those shareholders who hold ordinary shares
       linked to “A” debentures;
-      the conversion of the company’s current “B” linked 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, its “B” debenture holders, and those shareholders who hold ordinary shares linked to “B” debentures;
-      the cancellation of all authorised but unissued ordinary shares of the company; and
-      the creation of two new classes of shares, being “A” and “B” ordinary shares, and the adoption of a new Memorandum of
       Incorporation,

(collectively the “transactions”), were announced, as well as the announcement released on SENS on 26 June 2015 (the “26 June
announcement”) wherein linked unitholders were erroneously 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”).

Notwithstanding the 26 June announcement, linked unitholders are advised that the special resolutions in respect of the transactions,
together with all prescribed documents, were in fact registered by CIPC on 25 June 2015, but this only came to the attention of the
company following the release of the 26 June announcement on SENS. Accordingly, the only outstanding condition to the
transactions at the time was the requirement for the Takeover Regulation Panel to issue a compliance certificate in terms of section
119(4) of the Companies Act.

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                                                                 Wednesday, 1 July
Finalisation date announcement published in the press                                                            Thursday, 2 July
Last day to trade in existing “A” linked units on the JSE prior to the substitution of “A” linked units by
“A” ordinary shares                                                                                               Friday, 10 July
Last day to trade in existing “B” linked units on the JSE prior to the substitution of “B” linked units by
“B” ordinary shares                                                                                               Friday, 10 July
Trading in “A” ordinary shares of no par value under the new ISIN: ZAE000203378 and the existing
code of “DIA” commences                                                                                           Monday, 13 July
Trading in “B” ordinary shares of no par value under the new ISIN: ZAE000203394 and the existing
code of “DIB” commences                                                                                           Monday, 13 July
Suspension of listing of “A” linked units on the JSE                                                              Monday, 13 July
Suspension of listing of “B” linked units on the JSE                                                              Monday, 13 July
Scheme implementation record date for the substitution of the “A” linked units by “A” ordinary shares
at the close of business                                                                                          Friday, 17 July
Scheme implementation record date for the substitution of the “B” linked units by “B” ordinary shares
at the close of business                                                                                          Friday, 17 July
Scheme operative date                                                                                             Monday, 20 July
Date dematerialised “A” ordinary shareholders will have their accounts updated at their CSDP or
broker                                                                                                            Monday, 20 July
                                                                                                                  
Date dematerialised “B” ordinary shareholders will have their accounts updated at their CSDP or
broker                                                                                                            Monday, 20 July
Date of issue of new replacement “A” ordinary share certificates provided that the old “A” linked unit
certificates have been surrendered by 12:00 on Friday, 17 July 2015 (any certificated “A” linked units
surrendered after this date will be replaced within five business days after receipt by the transfer
secretaries)                                                                                                      Monday, 20 July
Date of issue of new replacement “B” ordinary share certificates provided that the old “B” linked unit
certificates have been surrendered by 12:00 on Friday, 17 July 2015 (any certificated “B” linked units
surrendered after this date will be replaced within five business days after receipt by the transfer
secretaries)                                                                                                      Monday, 20 July
Termination of listing of “A” linked units (at the commencement of trade)                                         Monday, 20 July
Termination of listing of “B” linked units (at the commencement of trade)                                         Monday, 20 July

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, 10 July 2015.


1 July 2015


Corporate advisor and sponsor
Java Capital

Date: 01/07/2015 11:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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