SYCOM PROPERTY FUND - Results of General Meeting and Scheme Meeting

Release Date: 11/03/2016 13:12
Code(s): SYC
 
Wrap Text
Results of General Meeting and Scheme 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”)


RESULTS OF THE GENERAL AND SCHEME MEETINGS HELD ON 11 MARCH 2016

1. Introduction

1.1. Sycom unitholders (“Sycom 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 and the circular dated 12 February 2016, in which Sycom and
     Growthpoint advised that Growthpoint, Acucap Properties Limited (“Acucap”) and Sycom had
     agreed the terms of a transaction in terms of which:
        
        1.1.1.Sycom’s assets are to be disposed of to the Growthpoint group;
        
        1.1.2.Sycom Unitholders (other than Growthpoint or its subsidiaries) (“Minority Sycom
              Unitholders”) become Growthpoint shareholders;
        
        1.1.3.Sycom’s listing on the JSE will thereafter be terminated; and
        
        1.1.4.in due course, Sycom will be wound-up.

1.2. The transaction will be implemented in terms of the following indivisible and inter-conditional steps:
        
        1.2.1.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”);
        
        1.2.2.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
        
        1.2.3.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”).

2. Results of the General Meeting and Scheme Meeting
   
  2.1. Unitholders are hereby advised that the general meeting of Sycom Unitholders for the
        purposes of approving the Amalgamation (“General Meeting”) and the scheme meeting of
        Scheme Participants for the purposes of approving the Scheme (“Scheme Meeting”) were held
        on 11 March 2016 and all resolutions required to approve the Amalgamation and the Scheme
        were approved by the requisite majority of Unitholders and Scheme Participants respectively.
   
  2.2. The results of the voting in respect of the General Meeting and Scheme Meeting are set out in
        paragraphs 2.4 and 2.5 below.
  
  2.3. The Transaction remains subject to fulfilment of certain conditions precedent, as set out in
        paragraph 3 below.
  
  2.4. Results of the General Meeting

        Special resolution of Sycom Unitholders – Approval of the Amalgamation

                        FOR                          AGAINST                       ABSTAIN                     UNITS VOTED
                      617 126                         55 509                             -                      672 635
                      91.75%*                          8.25%*                            -                      32.12%**


        Ordinary resolution of Sycom Unitholders – General enabling resolution

                       FOR                          AGAINST                         ABSTAIN                     UNITS VOTED
                      617 126                         55 509                             -                      672 635
                      91.75%*                         8.25%*                             -                      32.12%**

          *In relation to the total number of Sycom Units voted at the General Meeting.
          **Calculated based on 2,094,225 Sycom Units held by Minority Sycom Unitholders and entitled to vote at the Scheme
          Meeting, comprising 0.34% of the total Sycom Units in issue at the date of the General Meeting (As at the date of the General
          Meeting, 200,131,664 Sycom Units were in issue, which includes 198,037,439 Sycom Units held collectively by Growthpoint
          and SPFM that were not entitled to vote at the General Meeting).


   2.5. Results of the Scheme Meeting

        Special resolution of Scheme Participants – Approval of the Scheme

                       FOR                          AGAINST                       ABSTAIN                   SHARES VOTED
                      617 126                        55 509                             -                       672 635
                      91.75%*                        8.25%*                             -                       32.12%**


        Ordinary resolution of Scheme Participants – General enabling resolution

                    FOR                          AGAINST                       ABSTAIN                    SHARES VOTED
                      617 126                        55 509                           -                        672 635
                      91.75%*                        8.25%*                           -                       32.12%**


          *Expressed in relation to the total number of Sycom Units held by Scheme Participants and voted at the Scheme Meeting.
          **Calculated based on 2,094,225 Sycom Units held by Scheme Participants entitled to vote at the Scheme Meeting,
          comprising 0.34% of the total Sycom Units in issue at the date of the Scheme Meeting (As at the date of the Scheme Meeting,
          200,131,664 Sycom Units were in issue, which includes 198,037,439 Sycom Units held collectively by Growthpoint and SPFM
          that were not entitled to vote at the Scheme Meeting).

3. Conditions precedent to the Amalgamation and the Scheme

Implementation of the Amalgamation and Scheme remain subject to fulfilment of the remaining
conditions precedent as set out below, which are expected to be fulfilled on or about 30 March 2016.
The remaining conditions precedent to the Amalgamation and Scheme include -

   3.1. The trustee of Sycom certifying to the Registrar of Collective Investment Schemes ("Registrar")
        that both the General Meeting and Scheme Meeting were properly conducted and that all
        resolutions required to approve the Amalgamation and the Scheme were approved by the
        requisite majority of Unitholders and Scheme Participants respectively;

   3.2. The Registrar approving the Amalgamation and Growthpoint, SPFM and Acucap agreeing in
        writing that all the conditions precedent to the Amalgamation have been fulfilled or waived;

   3.3. The Amalgamation Agreement entered into between Sycom and Acucap dated
        5 February 2016, being implemented and becoming unconditional;

   3.4. The JSE granting approval for the listing of the Growthpoint shares to be issued in terms of
        the Scheme;

   3.5. The Takeover Regulation Panel (established under section 196 of the Companies Act) issuing
        a compliance certificate; and

   3.6. Growthpoint, SPFM and Acucap agreeing in writing that all the conditions precedent to the
        Scheme have been fulfilled or waived.



Sandton
11 March 2016


Corporate advisor and sponsor                           Legal and tax advisor
Questco                                                 Cliffe Dekker


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