ASCENSION PROPERTIES LIMITED - Finalisation announcement regarding the scheme of arrangement in respect of the Ascension B shares

Release Date: 23/07/2015 11:34
Code(s): AIB AIA REB
 
Wrap Text
Finalisation announcement regarding the scheme of arrangement in respect of the Ascension B shares

REBOSIS PROPERTY FUND LIMITED                         ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)        (Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)                  (Registration number 2006/026141/06)
JSE share code: REB ISIN: ZAE000201687                JSE share codes:      AIA ISIN: ZAE000204566
(Approved as a REIT by the JSE)                       AIB ISIN: ZAE000204574
(“Rebosis”)                                           (Approved as a REIT by the JSE)
                                                      (“Ascension”)

FINALISATION ANNOUNCEMENT REGARDING THE SCHEME OF ARRANGEMENT IN RESPECT OF THE ASCENSION B SHARES


1.   Introduction

     Rebosis and Ascension shareholders are referred to the firm intention announcement dated 24 February 2015 and the
     circulars issued to each of the Ascension A linked unitholders and Ascension B linked unitholders, respectively, regarding
     the offer by Rebosis to acquire the entire B linked unit capital of Ascension that Rebosis does not already own and to make
     a comparable offer to acquire the entire A linked unit capital of Ascension that Rebosis does not already own by way of –

     -        a scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 (the “Companies Act”), to be
              proposed by the board of directors of Ascension between Ascension and Ascension B linked unitholders
              (“B scheme”); and
     -        a scheme of arrangement in terms of section 114 of the Companies Act, to be proposed by the board of directors of
              Ascension between Ascension and Ascension A linked unitholders (“A scheme”).

     Ascension linked unitholders were advised on 22 May 2015 that:

     -        all of the resolutions required to approve the B scheme were approved by the requisite majority of Ascension B
              debenture holders and B shareholders, respectively; and
     -        not all of the resolutions required to approve the A scheme were approved by the requisite majority of Ascension A
              debenture holders and A shareholders, respectively.

     Ascension linked unitholders were advised on 11 June 2015 that the B scheme remained subject to the fulfilment of the
     following conditions precedent:

     -        the implementation of the conversion of Rebosis’ linked unit capital structure to an all-share capital structure; and
     -        the consent of the lenders in terms of the debt funding agreements entered into by Ascension to the acquisition of
              Ascension by Rebosis.

     The boards of Ascension and Rebosis are pleased to announce that all outstanding conditions precedent to the B scheme
     have now been fulfilled and the implementation of the B scheme will proceed in accordance with the timetable set out
     below.

     Ascension shareholders are reminded that further to the finalisation date announcement released on SENS on 9 July 2015
     in respect of the conversion of Ascension’s linked unit capital structure to an all-share capital structure, trading in delinked
     Ascension B ordinary shares under ISIN ZAE000204574 and the existing code of “AIB” commenced on Monday,
     20 July 2015 and trade in Ascension B linked units was suspended. With effect from Monday, 27 July 2015 Ascension’s
     capital structure will comprise of A ordinary shares and B ordinary shares.

2.   Implementation of the B scheme

     With effect from 17 August 2015 (the “scheme operative date”), all Ascension B shares held by Ascension B
     shareholders will be transferred into the name of Rebosis. Rebosis will accordingly hold 100% of the issued B shares in
     Ascension and, accordingly approximately 59% of the entire issued share capital of Ascension. Ascension will accordingly
     be a listed subsidiary of Rebosis.
     On the scheme operative date, Ascension B shareholders recorded in the Ascension B share register on Friday,
     14 August 2015 (the “scheme consideration record date”) will, as consideration for their Ascension B shares disposed of
     to Rebosis pursuant to the B scheme, receive 23.549 Rebosis ordinary shares for every 100 Ascension B shares held on the
     scheme consideration record date (the “B share scheme consideration”).

3.   Clean-out distributions

     As announced on SENS on Thursday, 23 July 2015, Rebosis has declared a special distribution to Rebosis shareholders in
     respect of the 4 months ended 30 June 2015 (the “Rebosis distribution”). An estimated amount of the Rebosis
     distribution per Rebosis share will be announced on Thursday, 30 July 2015. The final amount of the Rebosis distribution
     per Rebosis share will be announced by 10h00 on Thursday, 13 August 2015.

     In addition, as announced on SENS on Thursday, 23 July 2015, Ascension has declared a distribution to Ascension B
     shareholders in respect of the 6 months ended 30 June 2015 (the “Ascension B share distribution”). An estimated amount
     of the Ascension B share distribution per Ascension B share will be announced on Thursday, 30 July 2015. The final
     amount of the Ascension B share distribution per Ascension B share will be announced by 10h00 on Thursday, 13 August
     2015.

     Ascension has also declared a distribution to Ascension A shareholders in respect of the 6 months ended 30 June 2015 (the
     “Ascension A share distribution”). An estimated amount of the Ascension A share distribution per Ascension A share
     will be announced on Thursday, 30 July 2015. The final amount of the Ascension A share distribution per Ascension A
     share will be announced by 10h00 on Thursday, 13 August 2015.

     It is expected that Ascension’s results for the year ended 30 June 2015 will released on SENS on Monday, 17 August 2015.

     The Rebosis distribution, the Ascension A share distribution and the Ascension B share distribution will be paid to Rebosis
     shareholders and Ascension A and B shareholders, respectively, in accordance with the timetable set out below.

4.   Salient dates and times

     The salient dates and times in relation to the implementation of the B scheme and the Rebosis distribution, the Ascension A
     share distribution and the Ascension B share distribution are set out below.

                                                                                                                           2015
     Finalisation date announcement in respect of the B scheme released on SENS                               Thursday, 23 July
     Declaration date announcement in respect of the Rebosis distribution released on SENS                    Thursday, 23 July
     Declaration date announcement in respect of the Ascension B share distribution and the
     Ascension A share distribution released on SENS                                                          Thursday, 23 July
     Finalisation date announcement in respect of the B scheme published in the press                           Friday, 24 July
     Finalisation date announcement in respect of the Rebosis distribution released on SENS                   Thursday, 30 July
     Finalisation date announcement in respect of the Ascension B share distribution and the
     Ascension A share distribution released on SENS                                                          Thursday, 30 July
     Last day to trade in Ascension B shares in order to participate in the B scheme and receive the B
     share scheme consideration                                                                              Thursday, 6 August
     Last day to trade in Rebosis ordinary shares in order to receive the Rebosis distribution               Thursday, 6 August
     Last day to trade in Ascension B shares in order to receive the Ascension B share distribution          Thursday, 6 August
     Commencement of trade in Rebosis ordinary shares to be allotted and issued as the B share
     scheme consideration                                                                                      Friday, 7 August
     Rebosis ordinary shares trade ‘ex’ the entitlement to receive the Rebosis distribution from               Friday, 7 August
     Ascension B shares trade ‘ex’ the entitlement to receive the Ascension B share distribution from
     and temporary suspension of trading of Ascension B shares commences on                                    Friday, 7 August
     Final amount of the Rebosis distribution to be announced on SENS by 10h00 on                           Thursday, 13 August
     Final amount of the Ascension A share distribution and Ascension B share distribution to be
     announced on SENS by 10h00 on                                                                          Thursday, 13 August
     Scheme consideration record date                                                                         Friday, 14 August
     Record date for receipt of the Rebosis distribution                                                      Friday, 14 August
     Record date for receipt of the Ascension B share distribution                                            Friday, 14 August
     B share scheme consideration posted to certificated Ascension B shareholders (provided their
     form of surrender and transfer and documents of title are received on or prior to 12:00 on the           Monday, 17 August
     scheme consideration record date)
     Dematerialised Ascension B shareholders to have their accounts (held at their CSDP or broker)            Monday, 17 August
     credited with the B share scheme consideration
     Rebosis distribution paid to Rebosis ordinary shareholders                                               Monday, 17 August
     Ascension’s results for the year ended 30 June 2015 expected to be released on SENS on                   Monday, 17 August
     Last day to trade in Ascension A shares in order to receive the Ascension A share distribution           Friday, 21 August
     Ascension A shares trade ‘ex’ the entitlement to receive the Ascension A share distribution              Monday, 24 August
     Record date for receipt of the Ascension A share distribution                                            Friday, 28 August
     Ascension B share distribution expected to paid to Ascension B shareholders who were recorded            Monday, 31 August
     in the register on the record date for receipt of the Ascension B share distribution
     Ascension A share distribution expected to be paid to Ascension A shareholders who were
     recorded in the register on the record date for receipt of the Ascension A share distribution            Monday, 31 August

      Notes
      1. All times given are local times in South Africa.
      2. The dates and times in respect of the Ascension B share distribution and the Ascension A share distribution are subject
         to change. Any such change will be released on SENS.
      3. No dematerialisation or rematerialisation of Ascension B shares may take place between Friday, 7 August 2015 and
         Friday, 14 August 2015, both days inclusive.
      4. No dematerialisation or rematerialisation of Ascension A shares may take place between Monday, 24 August 2015 and
         Friday, 28 August 2015, both days inclusive.

23 July 2015


Corporate advisor and sponsor to Ascension and Rebosis      Independent reporting accountants
Java Capital                                                Sizwe Ntsaluba Gobodo

Independent expert                                          Legal advisor to the transaction
Mazars Corporate Finance                                    Cliffe Dekker Hofmeyr

Date: 23/07/2015 11:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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