Wrap Text
Posting of circular and notice of general meeting announcement
FOUNTAINHEAD PROPERTY TRUST
(A collective investment scheme in property
registered in terms of the Collective Investment
Schemes Control Act, No. 45 of 2002)
(“Fountainhead”)
Managed by Fountainhead Property Trust Management Limited
(Registration number 1983/003324/06)
(“FPTML”)
JSE share code: FPT ISIN: ZAE000097416
(Approved as a REIT by the JSE)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING ANNOUNCEMENT
1. INTRODUCTION
Fountainhead unitholders are referred to the joint terms announcement which was released on SENS on 25 June 2015 in
terms of which Redefine Properties Limited (“Redefine”) and Fountainhead advised their shareholders and unitholders
respectively that they, together with Fountainhead Property Trust Management Limited (“FPTML”), had entered into an
agreement in terms of which Fountainhead will dispose of all its assets, including the entire Fountainhead property
portfolio, to Redefine, in exchange for 85 Redefine consideration shares (“Redefine consideration shares”) for every 100
Fountainhead units in issue and the assumption by Redefine of all of Fountainhead’s liabilities, including Fountainhead’s
interest-bearing debt (the “transaction”).
2. POSTING OF THE CIRCULAR AND NOTICE OF GENERAL MEETING
Fountainhead unitholders are hereby advised that Fountainhead has today, 2 July 2015, posted a circular to Fountainhead
unitholders (the “circular”), containing full details of the transaction, full financial effects of the transaction and
incorporating a notice of general meeting (“notice”).
A general meeting of Fountainhead unitholders will be held at 10:00 on Friday, 24 July 2015 at the registered office of
Fountainhead (2 Arnold Road, Rosebank, Johannesburg, 2196) for the purposes of considering and, if deemed fit, passing,
with or without modification, the resolution necessary to give effect to the transaction, the delisting of Fountainhead
from the main board of the JSE (the “delisting”) and the subsequent winding up of Fountainhead.
3. IMPORTANT DATES AND TIMES
2015
Announcement of posting of circular and notice of general meeting in the press on Friday, 3 July
Last day to trade in order to attend and vote at the general meeting Friday, 10 July
Record date in order to be eligible to attend and vote at the general meeting Friday, 17 July
Receipt of forms of proxy in respect of the general meeting of Fountainhead unitholders Wednesday, 22 July
by 10:00 on
The general meeting to be held at 10:00 on Friday, 24 July
Results of the general meeting (finalisation announcement) released on SENS on Friday, 24 July
Results of the general meeting (finalisation announcement) published in the press on Monday, 27 July
Last day to trade in Fountainhead units on the JSE to participate in the transaction and Friday, 31 July
delisting
Fountainhead units suspended from trading from the commencement of trade on Monday, 3 August
Listing of Redefine consideration shares from the commencement of trade on Monday, 3 August
Record date for Fountainhead unitholders to participate in the transaction and to receive Friday, 7 August
Redefine consideration shares
Redefine consideration shares issued to existing Fountainhead unitholders. Tuesday, 11 August
Dematerialised Fountainhead unitholders will have their CSDP or broker accounts
credited with Redefine consideration shares. Until such time as they have opened a
CSDP or broker account, certificated Fountainhead unitholders will have an account in
their name at Fountainhead’s transfer secretaries credited with dematerialised Redefine
consideration shares
Delisting of Fountainhead units from the JSE at commencement of trade on Tuesday, 11 August
2 July 2015
Corporate advisor and sponsor to Redefine
Sponsor to Fountainhead
Tax advisor to Redefine and Fountainhead
Java Capital
Legal advisor to Redefine
Cliffe Dekker Hofmeyr
Financial advisor to Fountainhead
Rand Merchant Bank
Legal advisor to the independent committee of the board of directors of FPTML
Bowman Gilfillan
Independent expert
Questco
Date: 02/07/2015 03:04:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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