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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
Date: 11/03/2016 01:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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