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INVESTEC PROPERTY FUND LIMITED - Results of the General Meeting held on 14 October 2015

Release Date: 15/10/2015 08:55
Code(s): IPF     PDF:  
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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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