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Specific authoriy to issue shares for cash and posting of circular and notice of general meeting
EQUITES PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/080877/06)
JSE share code: EQU
ISIN: ZAE000188843
(Approved as a REIT by the JSE)
(“Equites” or “the company”)
SPECIFIC AUTHORIY TO ISSUE SHARES FOR CASH AND POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. Posting of circular and notice of general meeting
Equites shareholders are advised that Equites has, on 6 October 2015, posted a circular relating to:
- a specific authority to issue shares for cash in terms of the JSE Listings Requirements (the “specific
issue authority”); and
- an authority to allot and issue shares in terms of sections 41(1) and 41(3) of the Companies Act, 71 of
2008 (the “Companies Act”),
(the “circular”).
Copies of the circular may be obtained from the registered offices of Equites, 14th Floor, Portside Tower, 4 Bree
Street, Cape Town, 8000, and from the company’s transfer secretaries, Link Market Services South Africa
Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001 during
normal business hours. The circular will also be available in electronic form at the website of the company
(www.equites.co.za).
Included in the circular is a notice of general meeting of Equites shareholders, which general meeting is to be
held at the registered offices of Equites, 14th Floor, Portside Tower, 4 Bree Street, Cape Town, 8000 at 10:00 on
Wednesday, 4 November 2015 to consider and, if deemed fit, pass, with or without modification, the resolutions
necessary to give effect to, inter alia, the specific issue authority.
2. Terms of the specific issue authority
Equites is seeking a specific authority to issue up to 120 million Equites shares for cash in order to initially
reduce the company’s gearing and subsequently finance Equites’ pipeline of developments and acquisitions.
Pursuant to the specific issue authority Equites may undertake one or more private placements (the
“placements”). Existing Equites shareholders as well as institutional investors who have expressed an interest
in acquiring additional Equites shares will, subject to meeting the minimum subscription (R1 000 000 per
investor acting as principal), be invited to participate in such placements.
Participants in the relevant placement will submit their price and volume orders into a book of demand and a
single clearing price, being the relevant placement price, will be established. The maximum discount at which
the placement shares will be issued is a 5% discount to the lower of:
- the volume weighted average traded price per Equites share for the 30 business days prior to the date on
which the placement price is set or agreed to by Equites, adjusted for a dividend where the ‘ex’ date in
respect of the dividend occurs during the 30 day period; or
- the market value of Equites shares on the day prior to the date on which the placement price is set or
agreed to by Equites.
Each of Giancarlo Lanfranchi, Kevin Dreyer, Andrea Taverna-Turisan, Bram Goossens and Riaan Gous (who
are considered non-public shareholders in terms of paragraph 4.25(a) of the JSE Listings Requirements) have
indicated that they, together with their associates and persons related or inter-related to them (the
“participating directors”), intend to subscribe for up to 23 300 000 Equites shares in terms of the placements.
The issuance of shares to participating directors in terms of the specific issue authority is subject to the approval
by Equites shareholders by way of special resolution of Equites shareholders in terms of section 41(1)(b) of the
Companies Act, 71 of 2008 (the “Companies Act”) read together with the Listings Requirements, requiring the
approval of 75% of the votes exercisable by shareholders, present in person or by proxy at the general meeting,
excluding the participating directors.
The specific issue authority is conditional upon the shareholders of Equites providing all such necessary
authorisations, and approvals as may be required by them to give effect to the specific issue authority, including
an authority to issue shares in terms of section 41(3) of the Companies Act.
3. Salient dates and times
2015
Record date to be entitled to receive the circular Friday, 25 September
Circular posted to Equites shareholders on Tuesday, 6 October
Announcement of posting of circular and notice of general meeting on SENS on Tuesday, 6 October
Announcement of posting of circular and notice of general meeting in the press on Wednesday, 7 October
Last day to trade in order to attend and vote at the general meeting Friday, 23 October
Record date in order to be eligible to attend and vote at the general meeting Friday, 30 October
Receipt of forms of proxy in respect of the general meeting of Equites Monday, 2 November
shareholders by 10:00 on
The general meeting to be held at 10:00 on Wednesday, 4 November
Results of the general meeting and finalisation announcement released on SENS Wednesday, 4 November
on
The above dates and times are local dates and times in South Africa and are subject to change. Any changes will be
released on SENS and, if required, published in the press.
6 October 2015
Corporate advisor and sponsor
Java Capital
Independent expert
PSG Capital
Legal advisor
Cliffe Dekker Hofmeyr
Date: 06/10/2015 05:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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,
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