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Fortress / Capital - posting of circulars and revised listing particulars and notices of scheme and general meetings
CAPITAL PROPERTY FUND LIMITED FORTRESS INCOME FUND LIMITED
(previously Friedshelf 1497 Proprietary Limited) (Incorporated in the Republic of South Africa)
(Incorporated in the Republic of South Africa) (Registration number 2009/016487/06)
(Registration number 2013/226575/06) JSE share codes: FFA ISIN: ZAE000192787
JSE share code: CPF ISIN: ZAE000186821 FFB ISIN: ZAE000192795
(Approved as a REIT by the JSE) (Approved as a REIT by the JSE)
(“Capital”) (“Fortress”)
FORTRESS ABRIDGED REVISED LISTING PARTICULARS AND POSTING OF CAPITAL SCHEME CIRCULAR,
FORTRESS CIRCULAR, FORTRESS REVISED LISTING PARTICULARS AND NOTICES OF THE CAPITAL
SCHEME MEETING AND THE FORTRESS GENERAL MEETING
1. Posting of Capital scheme circular, Fortress circular, Fortress revised listing particulars and notices of the Capital
scheme meeting and the Fortress general meeting
Shareholders of Capital and Fortress are referred to the joint firm intention announcement released on SENS on Thursday,
16 July 2015 and published in the press on Friday, 17 July 2015 as well as the updated joint firm intention announcement
released on SENS on Wednesday, 19 August 2015 and published in the press on Thursday, 20 August 2015 regarding the
firm intention by Fortress to make an offer to acquire all of the issued shares of Capital that Fortress does not already own
in exchange for Fortress A shares and Fortress B shares, by scheme of arrangement in terms of section 114 of the
Companies Act, 71 of 2008 (the “Companies Act”), between Capital and all of its shareholders (the “Fortress scheme”),
the specific repurchase of Fortress B shares from Capital and the general repurchase of Fortress A shares.
Shareholders of Capital and Fortress are advised that Capital has, on Monday, 28 September 2015, posted a circular to
Capital shareholders (the “Capital scheme circular”) relating to:
- the Fortress scheme, in terms of which, if implemented, Fortress will acquire the entire issued share capital of
Capital that Fortress does not already own in exchange for the Fortress scheme consideration, being 0.35 Fortress A
ordinary shares and 0.35 Fortress B ordinary shares for every Capital share held; and
- the subsequent delisting of Capital shares from the JSE.
The Capital scheme circular contains a notice convening a scheme meeting of Capital shareholders to be held at 09:00 on
Wednesday, 28 October 2015 at the registered office of Capital at 4th Floor, Rivonia Village, Rivonia Boulevard, Rivonia,
2191 for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions required to
approve the Fortress scheme (the “Capital scheme meeting”).
The Capital scheme circular is also available for inspection in electronic format on Capital’s website at
www.capitalproperty.co.za.
Shareholders of Capital and Fortress are advised that Fortress has, on Monday, 28 September 2015, posted:
- a circular to Fortress shareholders (the “Fortress circular”) relating to:
- the offer by Fortress to acquire the entire issued share capital of Capital, by way of a scheme of
arrangement, in exchange for Fortress A consideration shares and Fortress B consideration shares;
- authorisation for the Fortress board to allot, issue and procure the listing of the authorised but unissued
Fortress A consideration shares and Fortress B consideration shares required to settle the consideration for
the entire issued share capital of Capital;
- the specific repurchase of 105 482 144 Fortress B ordinary shares from Capital (the “B share specific
repurchase”); and
- a general authority to repurchase up to 105 482 144 Fortress A ordinary shares from Fortress shareholders
(the “A share repurchase”); and
- revised listing particulars, which revised listing particulars have been prepared and issued on the assumption that the
Fortress scheme and B share specific repurchase will be implemented and, as a result, Fortress will issue in excess
of 50% of its issued share capital pursuant to the Fortress scheme (the “revised listing particulars”).
The Fortress circular contains a notice convening a general meeting of Fortress shareholders to be held at 10:00 on
Wednesday, 28 October 2015 at the registered office of Fortress at 3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia,
2191 for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions required to
approve, inter alia, the Fortress scheme, the B share specific repurchase and the A share repurchase (the “Fortress general
meeting”).
A copy of the Fortress circular and revised listing particulars will be available for inspection at the registered office of
Fortress at 3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191 at any time during normal business hours until
Wednesday, 28 October 2015. The Fortress circular and revised listing particulars are also available for inspection in
electronic format on Fortress’ website at www.fortressfund.co.za.
2. Salient dates and times
The salient dates and times relating to the Fortress scheme, the B share specific repurchase and A share repurchase are set
out below.
2015
Record date to receive the Capital scheme circular, the Fortress circular and the revised
listing particulars (the “circulars”) Friday, 18 September
Circulars posted on Monday, 28 September
Announcement relating to the issue of the circulars (together with the notices of the
Capital scheme meeting and the Fortress general meeting) released on SENS on Monday, 28 September
Announcement relating to the issue of the circulars (together with the notices of the
Capital scheme meeting and the Fortress general meeting) published in the press on Tuesday, 29 September
Last day to trade in order to be eligible to vote at the Capital scheme meeting and the
Fortress general meeting Friday, 16 October
Record date in order to vote at the Capital scheme meeting and Fortress general meeting Friday, 23 October
Receipt of forms of proxy in respect of the Capital scheme meeting by 09:00 on Monday, 26 October
Receipt of forms of proxy in respect of the Fortress general meeting by 10:00 on Monday, 26 October
Last day for Capital shareholders to give notice of their objections to the special
resolution approving the Fortress scheme in terms of section 164(3) of the Companies
Act by no later than 09:00 on Wednesday, 28 October
The Capital scheme meeting at 09:00 on Wednesday, 28 October
Last day for Fortress shareholders to give notice of their objections to the special
resolutions approving the B share specific repurchase in terms of section 164(3) of the
Companies Act by 10:00 on Wednesday, 28 October
The general meeting of Fortress shareholders at 10:00 on Wednesday, 28 October
Results of the Capital scheme meeting and Fortress general meeting released on SENS on Wednesday, 28 October
Results of the Capital scheme meeting and Fortress general meeting published in the
press on Thursday, 29 October
Last date on which Capital shareholders who voted against the Fortress scheme can
require Capital to seek Court approval in terms of section 115(3)(a) of the Companies
Act, if the Fortress scheme is approved by Capital shareholders at the Capital scheme
meeting but at least 15% of the votes are exercised against the Fortress scheme at the
Capital scheme meeting Wednesday, 4 November
Last date on which Fortress shareholders who voted against the B share specific
repurchase can require Fortress to seek Court approval in terms of section 115(3)(a) of
the Companies Act, if the B share specific repurchase is approved by Fortress
shareholders at the general meeting but at least 15% of the votes are exercised against the
B share specific repurchase at the Fortress general meeting Wednesday, 4 November
Last date for Capital shareholders who voted against the Fortress scheme to be granted
leave by a Court to apply for a review of the Fortress scheme in terms of section
115(3)(b) of the Companies Act if the Fortress scheme is approved by Capital
shareholders at the Capital scheme meeting Wednesday, 11 November
Last date for Fortress shareholders who voted against the B share specific repurchase to
be granted leave by a Court to apply for a review of the B share specific repurchase in
terms of section 115(3)(b) of the Companies Act if the B share specific repurchase is
approved by Fortress shareholders at the Fortress general meeting Wednesday, 11 November
2015
Last date for Capital to give notice of adoption of the special resolution/s approving the
Fortress scheme in terms of section 164(4) of the Companies Act to Capital shareholders
objecting to the special resolution on Wednesday, 11 November
Last date for Fortress to give notice of adoption of the special resolution/s approving the
B share specific repurchase in terms of section 164(4) of the Companies Act to Fortress
shareholders objecting to the special resolution on Wednesday, 11 November
If no Capital shareholders exercise their rights in terms of section 115(3)(a) or section
115(3)(b) of the Companies Act:
Finalisation date expected to be on Friday, 13 November
Finalisation date announcement expected to be released on SENS on Friday, 13 November
Finalisation date announcement expected to be published in the press on Monday, 16 November
Expected last day to trade in order to participate in the Fortress scheme and receive the
Fortress scheme consideration Friday, 20 November
Suspension of listing of Capital shares on the JSE expected to take place at the
commencement of trade on Monday, 23 November
Commencement of trade in Fortress A ordinary consideration shares and Fortress B
ordinary consideration shares expected to take place at the commencement of trade on or
about Monday, 23 November
Expected scheme consideration record date by close of trade on Friday, 27 November
Expected operative date of the Fortress scheme on Monday, 30 November
Fortress scheme consideration expected to be posted to certificated Fortress scheme
participants (provided their form of surrender and transfer (blue) and documents of title
are received on or prior to 12:00 on the scheme consideration record date) on or about Monday, 30 November
Dematerialised scheme participants expected to have their accounts (held at their CSDP
or broker) credited with the Fortress scheme consideration on or about Monday, 30 November
Termination of listing of Capital shares on the JSE expected to take place at the
commencement of trade on or about Monday, 30 November
Notes:
1. All dates and times may be changed by mutual agreement between Capital and Fortress (subject to the approval of the JSE and/or the TRP, if
required). The dates have been determined based on certain assumptions regarding the date by which certain shareholder and regulatory approvals
will be obtained and that no Court approval or review of the special resolutions will be required. Any change in the dates and times will be released
on SENS and published in the press.
2. Shareholders of Fortress and Capital should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement
of trades takes place five business days after such trade. Therefore, Capital shareholders who acquire Capital shares after close of trade on Friday,
16 October 2015 will not be eligible to vote at the Capital scheme meeting and Fortress shareholders who acquire Fortress shares after close of trade
on Friday, 16 October 2015 will not be eligible to vote at the Fortress general meeting.
3. All times given in this announcement are local times in South Africa.
4. No dematerialisation or rematerialisation of Capital shares may take place after Friday, 20 November 2015.
5. If the Fortress scheme is approved by an insufficient number of Capital shareholders at the Capital scheme meeting so that a Capital shareholder may
require Capital to obtain Court approval of the Fortress scheme as contemplated in section 115(3)(a) of the Companies Act, and a Capital shareholder
in fact delivers such a request, the dates and times set out above will not be relevant. Capital shareholders will be notified separately of the applicable
dates and times under this process.
6. If any Capital shareholder who votes against the Fortress scheme exercises its rights in terms of section 115(3)(b) of the Companies Act and applies
to Court for a review of the transaction, the dates and times set out above will not be relevant. Capital shareholders will be notified separately of the
applicable dates and times under this process.
3. History and nature of the business of Fortress
Fortress is an internally asset managed REIT with a capital structure consisting of separately listed A and B shares. Fortress
was incorporated as a public company on 25 August 2009. Fortress listed as a hybrid fund in 2009 and has holdings of
direct property investments and listed real estate securities. These securities comprise both local listed REITs and offshore-
based listed property companies. The direct property portfolio of 97 investment properties comprises 87.0% retail centres,
9.9% industrial properties and 3.1% offices and residential.
4. Strategy of Fortress
Fortress is a hybrid fund investing in listed property securities, both local and foreign, and direct property. Direct property
investment focuses on logistics parks and retail properties, in particular retail centres close to transport nodes with high
footfalls. Fortress will continue to reduce its investment in industrial properties as well as its exposure to offices. In
addition to acquisitions, Fortress will expand and redevelop its existing properties to accommodate tenant demand. Where
opportunities arise, Fortress will increase its investments in listed property securities, particularly those with hard currency
exposure.
5. Share capital of Fortress
At the date of the revised listing particulars:
- the authorised share capital of Fortress comprises 2 000 000 000 A ordinary shares of no par value and
2 000 000 000 B ordinary shares of no par value;
- the issued share capital of Fortress comprises 466 251 105 A ordinary shares of no par value and 466 251 105 B
ordinary shares of no par value; and
- there are no A and B ordinary shares held in treasury.
Pursuant to the implementation of the Fortress scheme, 592 196 680 Fortress A ordinary shares will be issued and
592 196 680 Fortress B ordinary shares will be issued. Pursuant to the B share specific repurchase and the A share
repurchase, Fortress will repurchase 105 482 144 Fortress B ordinary shares at the market price, not greater than the
weighted average traded price measured over the 30 business days prior to the date the B share specific repurchase was
announced, being R25.25669 per share, on the date of the repurchase and will have the authority to repurchase up to
105 482 144 Fortress A ordinary shares at a price not greater than 10% above the weighted average market value for the
Fortress A shares for the five business days immediately preceding the date on which the transaction is effected.
Pursuant to the implementation of the Fortress scheme and the B share specific repurchase but before the A share
repurchase:
- the authorised share capital of Fortress will comprise 2 000 000 000 A ordinary shares of no par value and
2 000 000 000 B ordinary shares of no par value;
- the issued share capital of Fortress will comprise 1 058 447 785 A ordinary shares of no par value and 952 965 641
B ordinary shares of no par value; and
- 105 482 144 Fortress B shares, owned by Capital will be held in treasury.
6. Directors of Fortress
Fortress intends to constitute a new board of directors after the implementation of the Fortress scheme. The full names of
the directors of Fortress after the implementation of the Fortress scheme are set out below. Each of the directors of
Fortress will have their business address at 3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191.
Proposed directors
Iraj Abedian (Independent non-executive chairman)
Jeffrey (Jeff) Nathan Zidel (Independent non-executive deputy chairman)
Mark Walter Stevens (Managing director and chief executive officer)
Abraham Albertus (Rual) Bornman (Financial director)
Andrew Edward Teixeira (Executive director)
Willem Jakob (Wiko) Serfontein (Executive director)
Kurauwone (Kura) Ndakashaya Francis Chihota (Independent non-executive director)
Tshiamo Daphne Vilakazi (Independent non-executive director)
Nontando Thelma Mahlati (Independent non-executive director)
Djurk Peter Claudius Venter (Independent non-executive director)
Jan Naude Potgieter (Independent non-executive director)
Urbanus (Banus) Johannes van der Walt (Independent non-executive director)
28 September 2015
Corporate advisor and sponsor
Java Capital
Independent reporting accountants Competition law advisors and legal advisors
Deloitte & Touche
Independent expert to Capital in respect of the Fortress scheme
and Fortress in respect of the B share specific repurchase
Grant Thornton Advisory Services
Independent expert to Fortress in respect of the Fortress scheme
Mazars Corporate Finance
Date: 28/09/2015 04:47:00 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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