ASCENSION PROPERTIES LIMITED - Finalisation announcement and salient dates for the conversion of Ascensions capital structure

Release Date: 09/07/2015 12:30
Code(s): AIA AIB
 
Wrap Text
Finalisation announcement and salient dates for the conversion of Ascension’s capital structure

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”)


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


Linked unitholders are referred to the announcement released on SENS on Friday, 22 May 2015 wherein the salient dates and
times in respect of:

-      the conversion of the company’s current “A” linked unit capital structure to an “A” ordinary share structure to be effected
       by way of a scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 (the “Companies Act”) (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 (the “B debenture scheme”);
-      the amendment of Ascension’s Debenture Trust Deed to enable the A debenture scheme and the B debenture scheme;
-      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,

(collectively the “transactions”) were announced.

The special resolutions in respect of the transactions, together with all prescribed documents, have now been registered by the
CIPC. 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                                                                 Thursday, 9 July
Finalisation date announcement published in the press                                                            Friday, 10 July
Last day to trade in existing “A” linked units on the JSE prior to the delinking of the “A” linked units
and the capitalisation of the “A” debentures                                                                     Friday, 17 July
Last day to trade in existing “B” linked units on the JSE prior to the delinking of the “B” linked units
and the capitalisation of the “B debentures                                                                      Friday, 17 July
Trading in delinked “A” ordinary shares of no par value under the new ISIN: ZAE000204566 and the
existing code of “AIA” commences                                                                                 Monday, 20 July
Trading in delinked “B” ordinary shares of no par value under the new ISIN: ZAE000204574 and the
existing code of “AIB” commences                                                                                 Monday, 20 July
Suspension of listing of “A” linked units on the JSE                                                             Monday, 20 July
Suspension of listing of “B” linked units on the JSE                                                             Monday, 20 July
Scheme implementation record date for the delinking of the “A” linked units and the capitalisation of the
“A” debentures at the close of business                                                                          Friday, 24 July
Scheme implementation record date for the delinking of the “B” linked units and the capitalisation of the
“B” debentures at the close of business                                                                          Friday, 24 July
Scheme operative date                                                                                            Monday, 27 July
Date by which dematerialised “A” ordinary shareholders will have their accounts updated at their CSDP
or broker                                                                                                        Monday, 27 July
Date by which dematerialised “B” ordinary shareholders will have their accounts updated at their CSDP
or broker                                                                                                        Monday, 27 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, 24 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, 27 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, 24 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, 27 July
Termination of listing of “A” linked units (at the commencement of trade)                                       Monday, 27 July
Termination of listing of “B” linked units (at the commencement of trade)                                       Monday, 27 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, 17 July 2015.


9 July 2015


Corporate advisor and sponsor                                
Java Capital

Independent expert              
MAZARS Corporate Finance (Pty) Ltd


Legal advisor
DLA Cliffe Dekker Hofmeyr
Date: 09/07/2015 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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