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Results of general meeting and finalisation 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)
RESULTS OF GENERAL MEETING AND FINALISATION ANNOUNCEMENT
Unitholders are referred to the announcement released on SENS on 2 July 2015 wherein they were advised that
Fountainhead had posted a circular, incorporating a notice of general meeting, to unitholders, relating to a proposed
transaction in terms of which Fountainhead will dispose of all its assets, including the entire Fountainhead property
portfolio, to Redefine Properties Limited (“Redefine”), in exchange for 85 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”).
The transaction is being treated as a related party transaction in terms of the JSE Listings Requirements as (i) Redefine
owns approximately 65.9% of Fountainhead’s issued units and (ii) Redefine is the sole, controlling shareholder of
FPTML, the manager of Fountainhead. In addition, in terms of Board Notice 42 of 2014 under the Collective
Investment Schemes Control Act, 2002 (the “Notice”), the resolution required to be passed in order to approve the
transaction (the “resolution”) was required to be approved by at least 75% of the total number of votes exercisable by
Fountainhead unitholders (which for the purposes of the Notice equates to 75% in value) present in person or
represented by proxy and entitled to vote at the general meeting, excluding Redefine and any of its associates.
Accordingly, while the Fountainhead units held or controlled by Redefine and its associates (and accordingly those of
FPTML, the manager of Fountainhead) were taken into account for the purposes of determining a quorum at the
general meeting at which the resolution was considered, they were not taken into account for voting purposes.
Unitholders are advised that at the general meeting of Fountainhead held on Friday, 24 July 2015, the resolution
required to be passed in order to approve the transaction was passed by the requisite majority of unitholders.
Details of the results of voting at the general meeting are as follows:
- total number of Fountainhead units that could have been voted at the general meeting: 396 562 959 (being the
total number of issued Fountainhead units, excluding those held by Redefine and its associates); and
- total number of Fountainhead units that were present/represented at the general meeting: 200 044 165 (being
50.44% of the total number of Fountainhead units that were eligible to vote at the meeting and 17.20% of the
total number of issued Fountainhead units).
Resolution 1: Approval of the transaction and the delisting and winding-up of Fountainhead
Units voted* For Against Abstentions
200 044 165 199 550 265, being 493 900, being 0.24690% of -
99.75310% of the units the units voted
voted
* units excluding abstentions
As the transaction is now unconditional, it will proceed to be implemented in accordance with the following timetable:
2015
Last day to trade in Fountainhead units on the JSE to participate in the Friday, 31 July
transaction and 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 Friday, 7 August
receive 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
24 July 2015
Corporate advisor and sponsor to Redefine
Sponsor to Fountainhead
Tax advisor to Redefine and Fountainhead
Java Capital
Legal advisor to Redefine
DLA Cliffe Dekker Hofmeyr
Independent expert
Questco Corporate Advisory
Legal advisor to the independent committee of the board of directors of FPTML
BG Bowman Gilfillan
Financial advisor to Fountainhead
Rand Merchant Bank
Date: 24/07/2015 01:23:00 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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