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Pivotal / Redefine - Posting of circular announcement and notice of scheme meeting
THE PIVOTAL FUND LIMITED REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2005/030215/06) (Registration number 1999/018591/06)
JSE share code: PIV ISIN: ZAE000196440 JSE share code: RDF ISIN: ZAE000190252
(“Pivotal”) (Approved as a REIT by the JSE)
(“Redefine”)
POSTING OF CIRCULAR ANNOUNCEMENT AND NOTICE OF SCHEME MEETING
1. POSTING OF CIRCULAR
Further to the joint announcement released by Pivotal and Redefine on SENS on 30 August 2016, Pivotal
shareholders are advised that Pivotal has, on Monday, 31 October 2016, posted a circular to Pivotal shareholders
relating to:
- the acquisition by Redefine of all of the Pivotal shares from Pivotal shareholders by way of a scheme of
arrangement in terms of section 114 of the Companies Act, No. 71 of 2008, as amended, proposed by the board
of Pivotal between Pivotal and the Pivotal shareholders (“scheme”);
- a distribution by Pivotal to Pivotal shareholders;
- the subsequent delisting of all of the Pivotal shares from the main board of the JSE; and
- the amendment of the MOI to allow an early conversion of the series 1A B preference shares and the series 1B
B preference shares prior to the implementation of the scheme, upon the scheme becoming unconditional.
The circular is also available in electronic format on Pivotal’s website at www.pivotalfund.co.za from Monday,
31 October 2016.
Defined terms used but not defined in this announcement have the meaning set out in the circular.
2. NOTICE OF SCHEME MEETING
Notice is hereby given that a meeting of Pivotal shareholders will be held at 14:00 on Tuesday, 29 November 2016,
or any other adjourned or postponed date and time, at the registered office of Pivotal at Abcon House, Fairway Office
Park, 52 Grosvenor Road, Bryanston, 2021, for the purpose of considering and, if deemed fit, passing, with or
without modification, the resolutions required to approve, inter alia, the scheme.
3. RESTRICTED JURISDICTIONS
To the extent that the distribution of the circular in certain jurisdictions outside of South Africa may be restricted or
prohibited by the laws of such foreign jurisdiction, then the circular is deemed to have been provided for information
purposes only and neither the Pivotal board nor the Redefine board accept any responsibility for any failure by
Pivotal shareholders to inform themselves about, and to observe, any applicable legal requirements in any relevant
foreign jurisdiction.
Pivotal shareholders who are in doubt as to their position should consult their professional advisors.
4. ILLUSTRATIVE MARKET VALUE OF THE SCHEME FOR A PIVOTAL SHAREHOLDER
The table below sets out two valuations which illustrate the market value of the scheme for a Pivotal shareholder,
based on the market price per Pivotal share before the initial cautionary announcement notifying Pivotal shareholders
of a non-binding expression of interest versus the market value of 1.38537 Redefine consideration shares plus
0.09382 EPP settlement shares a Pivotal shareholder will hold post the successful implementation of the scheme.
Illustrative market value Before the cautionary
of the scheme (Rand): announcement1 After the scheme Premium
Valuation 1 16.00 17.732 10.8%
Valuation 2 16.00 18.173 13.6%
Notes and assumptions:
1. The closing market price per Pivotal share on 15 June 2016, being the business day before the cautionary announcement, notifying
Pivotal shareholders of the non-binding expression of interest, was published by Pivotal on SENS on 17 June 2016.
2. Illustrates the current market price of the combined Redefine shares and EPP shares a Pivotal shareholder will hold should the
scheme be successfully implemented, calculated as follows:
- The 30 day VWAP of a Redefine share at the last practicable date, being R11.25, multiplied by the swap ratio of 1.38537;
plus
- The 30 day VWAP of an EPP share at the last practicable date, being R22.76, multiplied by 0.09382, being the number of
EPP shares to be received by scheme participants in respect of each scheme share held.
3. Illustrates the current market price of the combined Redefine shares and EPP shares a Pivotal shareholder will hold should the
scheme be successfully implemented, calculated as follows:
- The closing market price of a Redefine share on the last practicable date, being R11.58, multiplied by the swap ratio of
1.38537; plus
- The closing market price of an EPP share on the last practicable date, being R22.65, multiplied by 0.09382, being the number
of EPP shares to be received by scheme participants in respect of each scheme share held.
4. The Pivotal board and the Redefine board are of the opinion that the most relevant and useful information in assessing the impact
of the scheme are the illustrative market valuations as above. They each illustrate the current value uplift a Pivotal shareholder will
received post the scheme, whereas the financial information contained in the circular is based on historic information which does
not fully capture current market dynamics.
5. INDEPENDENT EXPERT
Pivotal has convened a sub-committee of the Pivotal board of directors, comprised of some of its independent non-
executive directors being, Chris Ewing, Tom Wixley and Tony Dixon (“independent board”), to consider the terms
of the scheme.
The independent board has appointed Questco Proprietary Limited, an independent expert to provide an opinion
regarding the scheme, and to make appropriate recommendations to the independent board in the form of a fair and
reasonable opinion in respect of the scheme.
The independent expert has concluded that the terms of the scheme are fair and reasonable to Pivotal shareholders.
The fair and reasonable opinion is attached to the circular.
6. PIVOTAL SHAREHOLDER SUPPORT
Irrevocable undertakings to vote in favour of the scheme have been received from the following Pivotal shareholders
holding in aggregate 108 758 826 Pivotal shares, representing 32.7% of the voting power if all scheme shares are
voted at the scheme meeting.
Name of shareholder Number of shares held %
MMI Group Limited 42 302 361 12.7
Abland group entities 41 650 971 12.5
Centurion Investments Proprietary Limited 11 414 694 3.5
Ellerine Brothers Proprietary Limited 10 712 640 3.2
Ellwain Investments Proprietary Limited 2 678 160 0.8
Total 108 758 826 32.7
Letters of support to vote in favour of the scheme have been received from the following Pivotal shareholders
holding in aggregate 14 251 220 Pivotal shares, representing 4.4% of the voting power if all scheme shares are voted
at the scheme meeting.
Name of shareholder Number of shares held %
Standard Bank Properties Proprietary Limited 11 018 391 3.4
The Standard Bank of South Africa Limited 3 232 829 1.0
Total 14 251 220 4.4
7. SALIENT DATES AND TIMES
Set out below are the salient dates and times in respect of the scheme.
2016
Last day to trade in order to be eligible to vote at the scheme meeting Tuesday, 15 November
Voting record date Friday, 18 November
Receipt of forms of proxy in respect of the scheme meeting by 14:00 on Friday, 25 November
Last day for Pivotal shareholders to give notice of their objections to the special
resolution approving the scheme in terms of section 164(3) of the Companies Act by
no later than 14:00 on Tuesday, 29 November
The scheme meeting at 14:00 on Tuesday, 29 November
Results of the scheme meeting released on SENS on Tuesday, 29 November
Filing of special resolutions relating to the MOI amendment with the CIPC, on or
about Wednesday, 30 November
Results of the scheme meeting published in the press on Wednesday, 30 November
Last date on which Pivotal shareholders who voted against the scheme can require
the company to seek court approval in terms of section 115(3)(a) of the Companies
Act, if the scheme is approved by shareholders at the scheme meeting but at least
15% of the votes are exercised against the scheme resolution at the scheme meeting Tuesday, 6 December
Last date for Pivotal shareholders who voted against the scheme to be granted leave
by a court to apply for a review of the scheme, as the case may be, in terms of
section 115(3)(b) of the Companies Act if the scheme is approved by shareholders at
the scheme meeting Tuesday, 13 December
Last date for Pivotal to give notice of adoption of the scheme resolution/s approving
the scheme in terms of section 164(4) of the Companies Act to Pivotal shareholders
objecting to the scheme resolution on Tuesday, 13 December
If no Pivotal shareholders exercise their rights in terms of section 115(3)(a) or
section 115(3)(b) of the Companies Act:
Finalisation date expected to be on Wednesday, 14 December
Finalisation date announcement expected to be released on SENS on Thursday, 15 December
Finalisation date announcement expected to be published in the press on Monday, 19 December
2017
Expected last day to trade in order to participate in the scheme Tuesday, 3 January
Suspension of listing of Pivotal shares on the JSE expected to take place at the
commencement of trade on Wednesday, 4 January
Commencement of trade in Redefine consideration shares and EPP settlement shares
expected to take place at the commencement of trade on or about Wednesday, 4 January
Announcement on SENS of cash payment due to shareholders in terms of the
fractional entitlement principle, determined with reference to the VWAP of Redefine
shares and EPP shares respectively on the JSE on Wednesday, 4 January 2017, less
10% (as prescribed by the Listings Requirements) Thursday, 5 January
Expected scheme record date Friday, 6 January
EPP transfer date/second operative date Monday, 9 January
Certificated shareholders expected to have their accounts (held at their CSDP or
broker) credited with the Redefine consideration shares and EPP settlement shares to
which they are entitled (provided their form of surrender and transfer (blue) and
documents of title are received on or before 12:00 on the scheme record date) on or
about Monday, 9 January
Dematerialised shareholders expected to have their accounts (held at their CSDP or
broker) credited with the Redefine consideration shares and EPP settlement shares to
which they are entitled on or about Monday, 9 January
Cash payment due to shareholders in terms of the fractional entitlement in respect of
the Redefine consideration shares and EPP settlement shares Monday, 9 January
Termination of listing of Pivotal shares on the JSE expected to take place at the
commencement of trade on or about Tuesday, 10 January
Notes:
1. All dates and times may be changed by mutual agreement between Pivotal and Redefine (subject to the approval of the JSE and/or
the TRP, if required). The dates have been determined based on certain assumptions regarding the date by which certain shareholder
and regulatory approvals will be obtained and that no court approval or review of the scheme resolution will be required. Any change
in the dates and times will be released on SENS and published in the press.
2. A form of proxy not lodged with the transfer secretaries may be handed to the chairperson of the scheme meeting before the proxy
exercises the voting rights of the shareholder at the scheme meeting.
3. If the scheme meeting is adjourned or postponed, a form of proxy submitted for the initial scheme meeting will remain valid in
respect of any adjournment or postponement of the scheme meeting, unless it is withdrawn.
4. If the scheme meeting is adjourned or postponed then forms of proxy that have not yet been submitted should be lodged with the
transfer secretaries by no later than two business days before the adjourned or postponed scheme meeting but may nonetheless be
handed to the chairperson of the adjourned or postponed scheme meeting before the proxy exercises the voting rights of the
shareholder at the adjourned or postponed scheme meeting.
5. Pivotal shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place three business days after such trade. Therefore, Pivotal shareholders who acquire Pivotal shares after
close of trade on Tuesday, 15 November 2016 will not be eligible to vote at the scheme meeting.
6. All times given in this document are local times in South Africa.
7. No dematerialisation or rematerialisation of Pivotal shares may take place after Tuesday, 3 January 2017.
8. If the scheme is approved by an insufficient number of Pivotal shareholders at the scheme meeting so that a Pivotal shareholder may
require Pivotal to obtain court approval of the scheme as contemplated in section 115(3)(a) of the Companies Act, and if a Pivotal
shareholder in fact delivers such a request, the dates and times set out above will need to be amended. Pivotal shareholders will be
notified separately of the applicable dates and times under this process.
9. If any Pivotal shareholder who votes against the scheme exercises its rights in terms of section 115(3)(b) of the Companies Act and
applies to court for a review of the scheme, the dates and times set out above will need to be amended. Pivotal shareholders will be
notified separately of the applicable dates and times under this process.
31 October 2016
Corporate advisor and sponsor to Redefine
Java Capital
Sponsor to Pivotal
Java Capital
Legal advisor to Redefine
Cliffe Dekker Hofmeyr
Legal advisor to Pivotal
enS Africa
Independent reporting accountants
Grant Thornton
Independent expert
Questco Corporate Advisory
Date: 31/10/2016 09:30:00 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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