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SYNERGY INCOME FUND LIMITED - Results of general meeting

Release Date: 25/10/2016 16:34
Code(s): SGB SGA     PDF:  
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Results 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”)


RESULTS OF GENERAL MEETING


Shareholders are referred to the announcement released on SENS on 26 September 2016 and to the circular to Synergy shareholders dated 26
September 2016 (the “circular”) containing full details of the 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”), and incorporating a notice of general meeting, together with revised listing particulars for Synergy.

Unless otherwise defined, words defined in the circular bear the same meaning in this announcement. Shareholders are referred to the notice of
general meeting attached to the circular for details of the various resolutions referred to below.

Shareholders are advised that at the general meeting of Synergy shareholders held on Tuesday, 25 October 2016 (“general meeting”), all
resolutions required to be passed by Synergy shareholders in order to approve the transaction were passed by the requisite majority of
shareholders.

Details of the results of voting at the general meeting are as follows:

-         total number of Synergy shares that could have been voted at the general meeting: 153 704 873; and
-         total number of Synergy shares that were present/represented at the general meeting: 122 032 334 (being 79.39393% of the total number
          of Synergy shares that could have been voted at the general meeting).

    Special resolution 1: Issue of shares in terms of the VAM internalisation

    Shares voted*                          For                                  Against                           Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%              -                                 238 095, being 0.15490%

    Special resolution 2: Approval of the disposal of all or the greater part of Synergy’s assets in terms of sections 112 and 115 of the Companies
    Act

    Shares voted*                         For                                Against                            Abstentions*
    21 861 564, being 40.65589%           21 861 564, being 100%             -                                  238 095, being 0.15490%
      Those voting rights controlled by Vukile and its related persons and any persons acting in concert with Vukile were excluded in determining
      the number of votes in support of special resolution 2. Accordingly, the total number of shares that could have been voted in relation to
      special resolution 2 was 53 772 198.

    Special resolution 3: Revocation of special resolution 2 in the event of the Vukile asset exchange lapsing

    Shares voted*                          For                                  Against                         Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%              -                               238 095, being 0.15490%

    Special resolution 4: Issue of shares in terms of the Cumulative acquisition
    Shares voted*                          For                                  Against                         Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%              -                               238 095, being 0.15490%

    Special resolution 5: Change of name

    Shares voted*                          For                                  Against                         Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%              -                               238 095, being 0.15490%

    Special resolution 6: Amendment of the MoI

    Shares voted*                          For                                  Against                         Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%              -                               238 095, being 0.15490%

    Ordinary resolution 1: VAM internalisation

    Shares voted*                          For                                 Against                          Abstentions*
    21 861 564, being 40.65589%            21 861 564, being 100%              -                                238 095, being 0.15490%
    Those voting rights controlled by Vukile and its associates were excluded in determining the number of votes in support of
    ordinary resolution 1. Accordingly, the total number of shares that could have been voted in relation to ordinary resolution 1 was 53 772 198.
                                                                                                                                                
    Ordinary resolution 2: Acquisition of the Vukile portfolio

    Shares voted*                          For                                 Against                          Abstentions*
    21 861 564, being 40.65589%            21 861 564, being 100%              -                                238 095, being 0.15490%
    Those voting rights controlled by Vukile and its associates were excluded in determining the number of votes in support of ordinary resolution 2.
    Accordingly, the total number of shares that could have been voted in relation to ordinary resolution 2 was 53 772 198.

    Ordinary resolution 3: Disposal of the Synergy portfolio

    Shares voted*                         For                                 Against                           Abstentions*
    21 861 564, being 40.65589%           21 861 564, being 100%              -                                 238 095, being 0.15490%
    Those voting rights controlled by Vukile and its associates were excluded in determining the number of votes in support of
    ordinary resolution 3. Accordingly, the total number of shares that could have been voted in relation to ordinary resolution 3 was 53 772 198.

    Ordinary resolution 4: Cumulative acquisition

    Shares voted*                          For                                Against                           Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%            -                                 238 095, being 0.15490%

    Ordinary resolution 5: Waiver of mandatory offer by independent “A” shareholders

    Shares voted#                          For                                Against                           Abstentions#
    22 905 949, being 48.37357%            22 905 949, being 100%             -                                 238 095, being 0.50282%

    Ordinary resolution 6: Waiver of mandatory offer by independent “B” shareholders

    Shares voted#                          For                                Against                           Abstentions#
    98 888 290, being 92.98148%            98 888 290, being 100%             -                                 -

    Ordinary resolution 7: Election of Gerald Leissner as a director

    Shares voted*                          For                                Against                           Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%            -                                 238 095, being 0.15490%

    Ordinary resolution 8: Election of Gregory Kinross as a director

    Shares voted*                          For                                Against                           Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%            -                                 238 095, being 0.15490%

    Ordinary resolution 9: Election of Clifford Abrams as a director

    Shares voted*                          For                                Against                           Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%            -                                 238 095, being 0.15490%

    Ordinary resolution 10: Election of Ayesha Rehman as a director

    Shares voted*                          For                                Against                           Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%            -                                 238 095, being 0.15490%

    Ordinary resolution 11: Election of Mervyn Serebro as a director

    Shares voted*                          For                                Against                           Abstentions*
    121 794 239, being 79.23902%           121 794 239, being 100%            -                                 238 095, being 0.15490%

    Ordinary resolution 12: Authority to give effect to resolutions

    Shares voted*                           For                                 Against                         Abstentions*
    121 794 239, being 79.23902%            121 794 239, being 100%             -                               238 095, being 0.15490%
    * in relation to total number of shares in issue
    #
    in relation to the total number of A shares or B shares in issue, as the case may be

The transaction remains subject to, inter alia:

-         the TRP exempting Arrowhead from the mandatory offer, on the basis of the waiver;
-         the TRP issuing a compliance certificate in respect of the Vukile asset exchange; and
-         all applicable regulatory and statutory approvals for the implementation of the transaction having been obtained from the Competition
          Authorities, the TRP and the JSE.

Shareholders are advised that special resolution 5 and special resolution 6, relating to the change of name and amendment of the MoI, will be
lodged with the Companies Intellectual Property Commission (“CIPC”) for registration. A further announcement or announcements will be
released regarding the fulfilment and/or waiver of the outstanding conditions precedent to the transactions and/or registration of the change of
name and amendment of the MoI at the appropriate time/s.
                                                                         


25 October 2016


Corporate advisor and sponsor   
Java Capital


Attorneys and Competition law advisors
Cliffe Dekker Hofmeyr
Date: 25/10/2016 04:34:00 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
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