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Results of the General Meeting held on 14 October 2015
INVESTEC PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Reg. No: 2008/011366/06)
Approved as a REIT by the JSE
Share Code: IPF
ISIN: ZAE000180915
("Investec Property Fund" or "the Fund")
RESULTS OF THE GENERAL MEETING HELD ON 14 OCTOBER 2015
1. INTRODUCTION
Investec Property Fund shareholders (“IPF Shareholders”) are referred to the announcement
released by the Fund on the Stock Exchange News Service of the JSE Limited (“SENS”) on
Tuesday, 11 August 2015, as well as to the circular issued to IPF Shareholders on Friday, 11
September 2015 (“Circular”), regarding the acquisition by Investec Property Fund of a portfolio
of properties from Zenprop (“the Acquisition”).
IPF Shareholders are advised that at the general meeting of Investec Property Fund Limited,
held on Wednesday, 14 October 2015 (“General Meeting”), all the resolutions set out in the
notice and proposed at the meeting were passed without modification by the requisite majority of
IPF Shareholders.
2. CONDITIONS PRECEDENT
Following the General Meeting referred to above, the acquisition by the Fund of the portfolio of
properties from Zenprop is only conditional on receiving the necessary approval in terms of the
Competition Act. The relevant merger notice was submitted to the Competition Commission
on 10 September 2015.
3. PRE-EMPTIVE RIGHTS / RIGHTS OF FIRST REFUSAL
As indicated in the Circular, Newcastle Mall, Nicol Grove - Seacom, Golfer’s Club, WNOP and
Union Castle were subject to options and/or rights of first refusal. The Fund has received
notification that none of the parties have elected to exercise their rights, or the periods in which
these rights could be exercised have now lapsed. As such, all of the above-mentioned properties
will form part of the Acquisition.
4. RIGHTS OFFER
As previously announced, the Fund intends to undertake a fully committed rights offer of
approximately R2.57 billion (“Rights Offer”) to part fund the Acquisition, at an ex dividend rights
offer price of R15.00, which represents a 9.1% discount to the 30-day VWAP up to and including
6 August 2015, being the date prior to the finalisation of the transaction agreements.
The Fund has received irrevocable undertakings and letters of support from 65.6% of IPF
Shareholders, and therefore R1.69 billion of the Rights Offer has been covered by commitments
or indications of support.
To the extent the rights offer is not fully subscribed, any shortfall will be taken up by Zenprop and
will be settled by the issue of Investec Property Fund shares at the Rights Offer price of R15.00
per share.
A circular containing details of the Rights Offer will be posted to IPF Shareholders in due course.
5. RESULTS OF THE VOTING AT THE GENERAL MEETING
The resolutions were voted on as follows:
% of issued
Number of shares
share capital
Total number of shares present/represented
including proxies at meeting (including shares
abstained from voting) 81.50750% 362,690,690
Number of votes (one vote per share)
For Against Abstain
Special resolution
356,508,147 4,503,315 1,679,228
Authority to issue shares as required in terms
of the Companies Act 98.75258% 1.24742% 0.37737%
Ordinary resolution number 1
356,889,980 4,503,315 1,297,395
Approval of the acquisition of the Zenprop
portfolio as a Category 1 transaction 98.75390% 1.24610% 0.29156%
Ordinary resolution number 2
349,598,954 4,503,315 8,588,421
Authority to issue Shares at a discount greater
than 10% 98.72824% 1.27176% 1.93008%
Ordinary resolution number 3
Placing the authorised but unissued Shares 356,508,147 4,503,315 1,679,228
under the control of the Directors for the
purposes of the Zenprop acquisition including
the Rights Offer and vendor placement 98.75258% 1.24742% 0.37737%
Ordinary resolution number 4
356,508,147 4,449,283 1,733,260
Authority of Directors 98.76737% 1.23263% 0.38952%
The special resolution, to the extent required, will be submitted for filing with the Companies and
Intellectual Property Commission in due course.
Investec Property Fund Limited
Johannesburg
15 October 2015
Sponsor: Investec Bank Limited
Date: 15/10/2015 08:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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