FOUNTAINHEAD PROPERTY TRUST - Posting of circular and notice of general meeting announcement

Release Date: 02/07/2015 15:04
Code(s): FPT
 
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'). 
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