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Finalisation information of the repositioning of Synergy, high growth fund; change of name; sector & Board
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”)
FINALISATION INFORMATION IN RESPECT OF THE REPOSITIONING OF SYNERGY AS A SPECIALIST HIGH YIELDING, HIGH GROWTH FUND; CHANGE OF NAME;
CHANGE OF SECTOR; CHANGES TO THE BOARD OF DIRECTORS; CHANGE OF COMPANY SECRETARY
Shareholders are referred to previous announcements relating to the transaction concluded by Synergy which will, once
implemented, reposition the company as a specialist high yielding, high growth fund with a portfolio comprising of retail, office
and industrial assets (the “transaction”), the last of which was released on SENS on 30 November 2016. Unless otherwise
defined, terms in this announcement bear the same meaning as in the previous SENS announcements relating to the transaction.
Shareholders are advised that all outstanding conditions precedent to the transaction have now been fulfilled and the transaction is
accordingly unconditional in accordance with its terms. The transaction will be implemented on 22 December 2016 (the
“implementation date”) on which date, inter alia, the VAM consideration shares and Cumulative consideration shares will be
issued to Vukile Property Fund Limited (“Vukile”) and the shareholders of Cumulative Properties Limited, respectively.
Changes to the board of directors
As detailed in the circular to Synergy shareholders dated 26 September 2016 (the “circular”), the board of directors of the
company will be reconstituted on and with effect from the implementation date, with the current board of directors resigning.
It is with deep regret and sadness that the board announces that Gerald Leissner, who was due to take up the position of Chief
Executive Officer of the company, passed away on 16 December 2016. The current and incoming boards of directors each extend
their deepest sympathy to Gerald’s family on their profound loss. The newly constituted board of directors will meet in
January 2017 to consider the position of Chief Executive Officer of the company.
As approved by shareholders at the general meeting of Synergy shareholders held on 25 October 2016 (the “general meeting”),
Gregory Kinross will be appointed as Independent Non-Executive Chairman of the company with effect from the implementation
date, with Clifford Abrams and Ayesha Rehman each appointed to the board as Independent Non-Executive Directors. A brief CV
of each of these new directors is set out in paragraph 3.1 of the revised listing particulars of the company, dated
26 September 2016.
The company is also pleased to announce the appointment to the board of directors of Alon Kirkel (as Chief Operating Officer)
and Junaid Limalia (as Chief Financial Officer), with effect from the implementation date. Their appointment as directors will be
subject to confirmation by shareholders at the first annual general meeting of the company to be held following the
implementation date, being the annual general meeting for the period ended 30 September 2016.
Alon Kirkel studied a BComm majoring in Accounting and Human Resources at the University of Witwatersrand. He has worked
in the diamond industry for the former Steinmetz group, and now Diacore, for the past 15 years. His role included the purchase
and analysis of high quality investment diamonds for the group. He has also been successful in purchasing neglected commercial
and industrial buildings and turning them around as quality, high yielding assets. One such well known property is August House
in the Johannesburg CBD, which has become an artist hub and landmark for art collectors and lovers of African contemporary art.
Junaid Limalia is a Chartered Accountant with a career spanning 20 years. He commenced his career at PricewaterhouseCoopers
in Durban. After spending two years in the United Kingdom, he returned to South Africa and was employed by IBM South Africa
in their IT Outsourcing division. He joined the South African Revenue Services (SARS) in 2003 as a Tax Auditor and held
various roles within the organisation until he was appointed as the Executive of the Investigative Audit Division responsible for
Large Businesses, a role that he has held for the past 6 years. During his time at SARS, he was also involved in the redesign of the
operating model of the former SARS Large Business Centre and project managed the implementation of that model. He has most
recently represented SARS as a board member on IRBA’s Committee for Auditing Standards.
The Competition Tribunal has approved the transaction subject to conditions that preclude Vukile from nominating for
appointment to the board of directors of the company, individuals serving on the board of directors of Vukile. Accordingly,
notwithstanding his appointment being approved at the general meeting, Mervyn Serebro will not be taking up a position as a
Non-Executive Director of the company. The company may announce the appointment of an additional Non-Executive Director in
due course.
The company looks forward to the new board of directors’ contribution and thanks the outgoing directors for their service.
Company secretary
With effect from the implementation date, the appointment of Johann Neethling as company secretary will be terminated, and CIS
Company Secretaries Proprietary Limited will be appointed as the company secretary of Synergy.
The board of directors would like to thank Johann for his contribution to Synergy.
Salient dates and times
The transaction will be implemented in accordance with the timetable set out below. All dates and times are local dates and times
in South Africa.
2016
Publication of the finalisation announcement in respect of the transaction in Thursday, 22 December
the press
Listing of VAM consideration shares and Cumulative consideration shares on Thursday, 22 December
the JSE from the commencement of trade
Implementation date Thursday, 22 December
2017
Last day to trade prior to the change of name being effected Tuesday, 3 January
Termination of trading in the name of “Synergy Income Fund Limited” on the Wednesday, 4 January
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
Trading in the new name of “Gemgrow Properties Limited” on the JSE, with Wednesday, 4 January
“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, 6 January
Date dematerialised shareholders will have their accounts updated with shares Monday, 9 January
trading in the new name “Gemgrow Properties Limited” at their CSDP or
broker
Synergy to terminate trading in “Retail REITs” sector and commence trading Monday, 9 January
in “Diversified REITs” sector, from the commencement of trade
21 December 2017
Corporate advisor and sponsor
Java Capital
Attorneys and Competition law advisors
Cliffe Dekker Hofmeyr
Date: 21/12/2016 12:20:00 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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