SYCOM PROPERTY FUND - Posting of circular and notice of general meeting

Posting of circular and notice of general meeting

Sycom Property Fund
A Collective Investment Scheme in Property
registered in terms of the Collective Investment
Schemes Control Act, No. 45 of 2002 and
managed by Sycom Property Fund Managers
Limited (“SPFM”)
(Registration number 1986/002756/06)
Share code: SYC      ISIN: ZAE000019303
(Approved as a REIT by the JSE)
(“Sycom”)

POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

Sycom unitholders (“Unitholders”) are referred to the joint announcement released by Sycom and
Growthpoint Properties Limited (“Growthpoint”) on the stock exchange news service (“SENS”) on
8 February 2016, in which Sycom and Growthpoint announced that Growthpoint, Acucap Properties
Limited (“Acucap”) and Sycom had agreed the terms of a transaction in terms of which –

(a) Sycom’s assets are to be disposed of to the Growthpoint group;
(b) Sycom Unitholders (other than Growthpoint or its subsidiaries) (“Minority Sycom Unitholders”)
    become Growthpoint shareholders;
(c) Sycom’s listing on the JSE is thereafter terminated; and
(d) in due course, Sycom is wound-up,

to be implemented in terms of the following indivisible and inter-conditional steps -

(a) Sycom will, subject to the fulfilment of certain conditions precedent, undertake an internal re-
    organisation in terms of which it shall transfer all its assets and liabilities to a wholly-owned
    subsidiary (“the Fixed Property Company”) in consideration for additional shares in that subsidiary
    (“Fixed Property Company Shares”) (the “Sycom Restructure”);
(b) Sycom will, immediately thereafter, subject to the fulfilment of certain conditions precedent, dispose
    of all of its assets (being its Fixed Property Company Shares) to Acucap, and, in consideration,
    Acucap will issue Acucap shares (“Acucap Consideration Shares”) to Sycom in the ratio of 58
    Acucap Consideration Shares for every 100 Sycom units in issue. The Acucap Consideration
    Shares shall thereafter be transferred as a distribution in specie by Sycom to Sycom Unitholders,
    to be held in escrow by SPFM on behalf of Sycom Unitholders (“the Amalgamation”); and
(c) Growthpoint will, subject to the fulfilment of certain conditions precedent, acquire all Acucap
    Consideration Shares distributed to Minority Sycom Unitholders (“Scheme Participants”) pursuant
    to the Amalgamation, by way of a scheme of arrangement in terms of section 114 of the Companies
    Act, 2008 (“the Companies Act”), in the ratio of 197 Growthpoint shares for every 100 Acucap
    Consideration Shares acquired (“the Scheme”),
    (where the Amalgamation and the Scheme are collectively referred to as “the Transaction”).

Sycom Unitholders are advised that a circular containing, inter alia, details of the Transaction, a notice
of the meeting of Sycom Unitholders for the purposes of approving the Amalgamation (“General
Meeting”) and a notice of the meeting of Scheme Participants for the purposes of approving the Scheme
(“Scheme Meeting”) has, today, been posted to Sycom Unitholders registered as such on Friday,
5 February 2016.

The General Meeting will be held on 11 March 2016 at 12:00 at KPMG Inc, MSC House,
1 Mediterranean Street, Foreshore, Cape Town, immediately followed by the Scheme Meeting.
A copy of the Circular, together with the notices of the General Meeting and Scheme Meeting, can be
downloaded from Sycom’s website – www.sycom.co.za.

The salient dates and times as set out in the announcement released on SENS on 8 February 2016,
remain unchanged.


Cape Town
12 February 2016


Corporate Advisor and Sponsor to Sycom
Questco (Pty) Ltd

Date: 12/02/2016 12:39:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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