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Posting of circular and notice of general meeting
SYNERGY INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/032604/06)
JSE share code: SGA ISIN: ZAE000202883
JSE share code: SGB ISIN: ZAE000202891
(Granted REIT status with the JSE)
(“Synergy” or “the company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Synergy shareholders are referred to the joint terms announcement released on SENS on 29 August 2016 (the “terms
announcement”) in terms of which Synergy, Vukile Property Fund Limited and Arrowhead Properties Limited advised their
respective shareholders that they had concluded a transaction which will, once implemented, effectively reposition Synergy as a
specialist high yielding, high growth fund with an internally managed portfolio comprising retail, office and industrial assets (the
“transaction”).
Synergy shareholders are advised that Synergy has today, 26 September 2016, posted a circular to Synergy shareholders (the
“circular”), containing full details of the transaction and incorporating a notice of general meeting, together with revised listing
particulars for Synergy.
A general meeting of Synergy shareholders will be held at 10:00 on Tuesday, 25 October 2016 at the registered office of Synergy
(One-on-Ninth, corner Glenhove Road and Ninth Street, Melrose Estate, 2196) (the “general meeting”) for the purposes of
considering and, if deemed fit, passing, with or without modification, the resolutions required to be approved by shareholders in
order to authorise and implement the transaction.
The circular and revised listing particulars are both available in electronic format on the company’s website at
www.synergyincomefund.com. Unless specified otherwise, terms in this announcement bear the same meaning as in the terms
announcement.
SALIENT DATES AND TIMES
2016
Representation relating to the waiver of mandatory offer, in terms of Takeover Tuesday, 11 October
Regulation 86(4), to be submitted to the TRP by no later than 17:00
Last day to trade in order to be eligible to participate in and vote at the general Tuesday, 11 October
meeting
Record date on which shareholders must be recorded in the register in order to Friday, 14 October
participate in and vote at the general meeting
Last day to lodge forms of proxy for the general meeting with the transfer Friday, 21 October
secretaries, by 10:00 (forms of proxy not lodged with the transfer secretaries
in time may be handed to the chairman of the general meeting immediately
before the commencement thereof)
Last day for shareholders objecting to the exchange of the Synergy portfolio Tuesday, 25 October
for the Vukile portfolio in terms of the transaction (the “Vukile asset
exchange”) to notify Synergy of their objection in terms of section 164(3) of
the Companies Act, by 10:00
General meeting held at 10:00 Tuesday, 25 October
Results of the general meeting announced on SENS Tuesday, 25 October
Results of the general meeting published in the press Wednesday, 26 October
Announcement regarding the TRP ruling in respect of the waiver of the Thursday, 27 October
mandatory offer released on SENS
Announcement regarding the TRP ruling in respect of the waiver of the Friday, 28 October
mandatory offer published in the press
If the Vukile asset exchange was approved in terms of section 115 of the Tuesday, 1 November
Companies Act by shareholders at the general meeting, but with 15% or more
votes in opposition, last day on which shareholders who voted against the
Vukile asset exchange can require the company to seek court approval in
terms of section 115(3)(a) of the Companies Act
Shareholders to request the Takeover Special Committee to review the TRP Thursday, 3 November
exemption ruling by
TRP waiver proceedings to be regarded as completed, subject to shareholders Thursday, 3 November
not requesting a review of the TRP ruling
Last day for shareholders who voted against the Vukile asset exchange to Tuesday, 8 November
apply for leave to apply to court for a review of the Vukile asset exchange in
terms of section 115(3)(b) of the Companies Act
Last day for Synergy to send notice of the approval of the Vukile asset Tuesday, 8 November
exchange to shareholders who qualify to receive such notice in terms of
section 164(4) of the Companies Act (if any)
Last day for shareholders to deliver written notice in terms of section 164(7) Tuesday, 22 November
of the Companies Act demanding that Synergy pay the shareholder the fair
value for all of the Synergy shares held by that shareholder 2
Expected date on which the transaction become unconditional3 Wednesday, 23 November
Expected release of the finalisation announcement in respect of the transaction Wednesday, 23 November
on SENS
Expected publication of the finalisation announcement in respect of the Thursday, 24 November
transaction in the press
Expected listing of VAM consideration shares and Cumulative consideration Wednesday, 30 November
shares on the JSE from the commencement of trade
Expected implementation date, being the date on which the VAM Wednesday, 30 November
consideration shares and Cumulative consideration shares will be issued to
Vukile and Arrowhead respectively
Expected last day to trade prior to the change of name being effected Tuesday, 6 December
Expected termination of trading in the name of “Synergy Income Fund Wednesday, 7 December
Limited” on the JSE, termination of the “A” shares trading under the share
code “SGA”, short name “SynergyA” and ISIN ZAE000202883 and
termination of the “B” shares trading under the share code “SGB”, short name
“SynergyB” and ISIN ZAE000202891, from the commencement of trade
Expected trading in the new name of “Gemgrow Properties Limited” on the Wednesday, 7 December
JSE, with “A” shares trading under the share code “GPA”, short name
“GemPropA” and ISIN ZAE0000223269 and “B” shares trading under the
share code “GPB”, short name “GemPropB” and ISIN ZAE0000223277, from
the commencement of trade
Record date in respect of the change of name Friday, 9 December
Expected date dematerialised shareholders will have their accounts updated Monday, 12 December
with shares trading in the new name “Gemgrow Properties Limited” at their
CSDP or broker
Synergy expected to terminate trading in “Retail REITs” sector and Monday, 12 December
commence trading in “Diversified REITs” sector, from the commencement of
trade
Notes:
1. All dates and times are local dates and times in South Africa and are subject to change. Any changes will be announced on SENS and
published in the press.
2. This date applies to shareholders who objected to the Vukile asset exchange in terms of section 164(3) of the Companies Act before the
commencement of the general meeting and thereby qualify to receive notice of the approval of the Vukile asset exchange in terms of
section 164(4) of the Companies Act and who actually receive notice on the date of the general meeting. The date applicable to any
specific shareholder should be determined in accordance with section 164(7) of the Companies Act.
3. The implementation of the transaction is subject to the receipt of all necessary regulatory approvals, including the approval of the
Competition Authorities (to the extent set out in the transaction agreements). As receipt of these regulatory approvals is difficult to
predict, the company has assumed that the approval of the Competition Authorities will be obtained on Wednesday, 12 October 2016.
Thereafter, provision has been made for completion of waiver proceedings and proceedings in terms of sections 115 and 164 of the
Companies Act, for receipt of confirmation by the Companies and Intellectual Property Commission that it has accepted and placed on
file the relevant documents required to effect the transaction (including the change of name) and for receipt of the requisite clearance
certificate from the TRP, such that the transaction becomes unconditional on Wednesday, 23 November 2016.
26 September 2016
Corporate advisor and sponsor
Java Capital
Attorneys and Competition law advisors
Cliffe Dekker Hofmeyr
Independent expert
PSG Capital
Independent reporting accountant
Grant Thornton
Date: 26/09/2016 04:00:00 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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