FORTRESS INCOME FUND LIMITED - Capital Prop Fund Ltd/Fortress Income Fund Ltd - Results of Capital scheme meeting and Fortress general meeting

Release Date: 28/10/2015 15:47
Code(s): FFA FFB CPF
 
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Capital Prop Fund Ltd/Fortress Income Fund Ltd - Results of Capital scheme meeting and Fortress general meeting

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”)


RESULTS OF CAPITAL SCHEME MEETING AND FORTRESS GENERAL MEETING


Capital and Fortress shareholders are referred to the joint announcements released on SENS on Thursday,
16 July 2015, Wednesday, 19 August 2015, Monday, 28 September 2015 and Wednesday, 7 October 2015 regarding,
inter alia, the offer by Fortress to acquire all of the issued shares in 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 and a general authority to repurchase Fortress A shares
pursuant to the implementation of the Fortress scheme.

Capital and Fortress shareholders are now advised that:

-     at the Capital scheme meeting held on Wednesday, 28 October 2015 (in terms of the notice of scheme meeting
      of Capital shareholders contained in the scheme circular posted to Capital shareholders on Monday,
      28 September 2015) (the “Capital scheme meeting”), all of the resolutions tabled at the meeting were passed
      by the requisite majority of Capital shareholders; and
-     at the Fortress general meeting held on Wednesday, 28 October 2015 (in terms of the notice of general meeting
      of Fortress shareholders contained in the category 1 transaction circular posted to Fortress shareholders on
      Monday, 28 September 2015) (the “Fortress general meeting”), all of the resolutions tabled at the meeting
      were passed by the requisite majority of Fortress shareholders.

Accordingly, subject to the fulfilment or waiver of the outstanding conditions precedent to the Fortress scheme, the
Fortress scheme will now be implemented. A further announcement will be released regarding the fulfilment and/or
waiver of the outstanding conditions to the Fortress scheme at the appropriate time.

Details of the Capital scheme meeting

Details of the results of voting at the Capital scheme meeting are as follows:

-     total number of Capital shares in respect of which the votes could be taken into consideration for voting
      purposes in respect of:

      -      special resolution 1: 1 680 548 784;
      -      ordinary resolution 1: 1 772 624 329;

-     total number of Capital shares that were present/represented at the Capital scheme meeting:

      -      in respect of special resolution 1: 1 276 042 137 being 71.99% of the total number of shares in issue; and
      -      in respect of ordinary resolution 1: 1 368 117 682 being 77.18% of the total number of shares in issue.


Special resolution 1: Approval of the Fortress scheme in terms of sections 114 and 115 of the Companies Act

Shares voted*                 For                                  Against                     Abstentions^
1 275 907 399                 1 216 543 310, being 95.35%          59 364 089, being 4.65%     134 738, being 0.01%

Ordinary resolution 1: General authority

Shares voted*                 For                                  Against                     Abstentions^
1 368 115 074                 1 308 750 985, being 95.66%          59 364 089, being 4.34%     2 608, being 0%

*         shares excluding abstentions
^         in relation to the total number of Capital shares eligible to vote

Details of the Fortress general meeting

Details of the results of the Fortress general meeting are as follows:

-     total number of Fortress shares in respect of which the votes could be taken into consideration for voting
      purposes in respect of:

      -       ordinary resolution 1, special resolutions 1, 2, and 4 and ordinary resolution 2: 827 020 066
      -       special resolution 3: 800 878 003;

-     total number of Fortress shares that were present/represented at the Fortress general meeting:

      -       in respect of ordinary resolution 1, special resolutions 1, 2, and 4 and ordinary resolution 2: 744 169 821
              being 79.80% of the Fortress shares in issue; and
      -       in respect of special resolution 3: 718 029 488 being 77.00% of the Fortress shares in issue.


Ordinary resolution 1: The transaction

Shares voted*                    For                            Against                          Abstentions^
744 169 811                      736 950 249, being 99.03%      7 219 562, being 0.97%           10, being 0%

Special resolution 1: The allotment and issue of the Fortress A consideration shares pursuant to the transaction

Shares voted*                    For                            Against                          Abstentions^
744 169 811                      735 396 749, being 98.82%      8 773 062, being 1.18%           10, being 0%

Special resolution 2: The allotment and issue of the Fortress B consideration shares pursuant to the transaction

Shares voted*                    For                            Against                          Abstentions^
744 169 811                      735 396 749, being 98.82%      8 773 062, being 1.18%           10, being 0%

Special resolution 3: The specific repurchase of Fortress B shares under sections 48, 114 and 115 of the Companies
Act

Shares voted*                    For                            Against                          Abstentions^
718 029 478                      710 809 916, being 98.99%      7 219 562, being 1.01%           10, being 0%

Special resolution 4: General authority to repurchase Fortress A shares

Shares voted*                    For                            Against                          Abstentions^
744 169 811                      736 950 249, being 99.03%      7 219 562, being 0.97%           10, being 0%

Ordinary resolution 2: General authority

Shares voted*                 For                               Against                          Abstentions^
744 169 811                   736 950 249, being 99.03%         7 219 562, being 0.97%           10, being 0%

*       shares excluding abstentions
^       in relation to the total number of Fortress shares in issue


28 October 2015


Corporate advisor and sponsor
Java Capital
Date: 28/10/2015 03:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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