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Resolution of shareholders in terms of section 60 of the Companies Act
SA CORPORATE REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/015578/06)
(Approved as a REIT by the JSE Limited (“JSE”))
JSE share code: SAC ISIN: ZAE000203238
(“SA Corporate” or “the Company”)
RESOLUTION OF SHAREHOLDERS IN TERMS OF SECTION 60 OF THE COMPANIES ACT,
71 OF 2008, AS AMENDED, (“COMPANIES ACT”) IN RESPECT OF PLACING UNISSUED
AUTHORISED SHARES OF THE COMPANY UNDER THE CONTROL OF THE DIRECTORS
("ORDINARY RESOLUTION")
Notice is hereby given that the board of directors of the Company (“Directors”) has resolved to
submit, pursuant to section 60 of the Companies Act, an ordinary resolution to be considered and
voted on in writing by shareholders of the Company (“Shareholders”) relating to the authorised but
unissued ordinary shares of no par value (“Shares”) being placed under the control of the Directors,
which will be in addition to ordinary resolution number 9 of Shareholders passed on Friday, 15 May
2015 at the Company’s previous annual general meeting (“Existing Resolution”) (the “Notice”).
Shareholders are referred to the Securities Exchange News Service announcement released on
Friday, 9 October 2015, regarding the acquisition of a 50% interest in a property portfolio located in
Zambia (“the Acquisition”), which is in line with SA Corporate’s strategy to broaden its scope to
become well-diversified in sub-Saharan Africa. SA Corporate intends to raise capital to:
(i) settle a portion of the purchase consideration relating to the Acquisition;
(ii) increase funds available for future acquisitions primarily in respect of its Afhco inner city and
residential property business;
(iii) contribute to the funding of the Company’s redevelopment pipeline (“Redevelopments”); and
(iv) establish an optimal gearing and capital structure and bring SA Corporate’s loan to value ratio
in line with the Company’s target range and acceptable market norm post the Acquisition and
Redevelopments.
In terms of para 7.9.2 of the Company’s memorandum of incorporation (“MOI”), Shareholders must
approve the placement of the unissued authorised Shares under the control of the Directors. The
Existing Resolution provides the Directors with authority to allot or issue any such Shares at their
discretion, provided that the number of Shares that may be allotted or issued in aggregate, is limited
to 202 416 241 Shares, which number represents 10% of the Company’s issued Shares and the
maximum discount permitted is 5% of the weighted average traded price of the Shares over the 10
business days prior to the allotment, issue or disposal as the case may be (“Limitations”).
The Ordinary Resolution proposed allows for 350 000 000 Shares, being 17% of SA Corporate’s
issued Shares, to be allotted or issued in aggregate in respect of an offer of Shares to existing
Shareholders pro rata to their shareholdings at their discretion. This will provide the Directors with
additional flexibility and less stringent Limitations in implementing a rights offer, given that
shareholders have the benefit of other adequate protections with regard to pro rata offers as
contained in the JSE Listings Requirements. The Existing Resolution may be construed as imposing
such Limitations, which was not the intention of the Directors at the time it proposed the Existing
Resolution.
The Notice of this Ordinary Resolution was posted to the Shareholders today, Monday, 12 October
2015, and is available to be viewed on www.sacorporatefund.co.za, under the investor relations tab.
The record date for the purpose of voting on this Ordinary Resolution (being the date on which a
Shareholder had to be registered in the securities register of the Company in order to vote on the
Ordinary Resolution) and to be entitled to receive the Notice was Friday, 2 October 2015. Accordingly,
the last day to trade in order to be registered in the Companies’ register of Shareholders on the record
date was Friday, 25 September 2015. Forms of proxy must be received or lodged by no later than
Monday, 9 November 2015, being the last business day on which the voting form attached to the
Notice may be received by the Company or the transfer secretaries - Computershare Investor
Services Proprietary (“Transfer Secretaries”)
Important dates:
The salient dates to be considered are as follows:
Last day to trade in order to be eligible to vote: Friday, 25 September 2015
Record date for determining which Shareholders are entitled to vote: Friday, 2 October 2015
Date on which Shareholder votes and/or proxy forms (where
applicable) to be received by the company secretary, or by the
Transfer Secretaries, by 12:00: Monday, 9 November 2015
Sandton
12 October 2015
Joint Corporate Advisor and Transaction Sponsor
Investec Bank Limited
Joint Corporate Advisor
Absa Bank Limited
Attorneys
Cliffe Dekker Hofmeyr
Independent Reporting Accountants and Auditors
Deloitte & Touche
Sponsor
Nedbank CIB
Date: 12/10/2015 01:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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