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ASCENSION PROPERTIES LIMITED - Posting of scheme circular, notice of scheme meeting and salient dates and times

Release Date: 14/02/2017 17:30
Code(s): AIA     PDF:  
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Posting of scheme circular, notice of scheme meeting and salient dates and times

ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/026141/06)
JSE share code: AIA   ISIN: ZAE000204566
(Approved as a REIT by the JSE)
(“Ascension” or “the company”)


POSTING OF SCHEME CIRCULAR, NOTICE OF SCHEME MEETING AND SALIENT DATES AND TIMES


1.     Introduction

       Ascension shareholders are referred to the joint firm intention announcement released on SENS on Thursday,
       27 October 2016 and published in the press on Friday, 28 October 2016 regarding the firm intention of Rebosis Property
       Fund Limited (“Rebosis”) to make an offer to acquire all of the Ascension A shares in exchange for 19.34236 Rebosis A
       ordinary shares for every 100 Ascension A shares held, by scheme of arrangement in terms of section 114 of the
       Companies Act, 71 of 2008 (the “Companies Act”), between Ascension and its A shareholders (the “A share scheme”).

       Ascension shareholders are advised that Ascension has on Tuesday, 14 February 2017 posted a circular to Ascension A
       shareholders (the “Ascension A circular”) relating to:

       -        the A share scheme, in terms of which, if implemented, Rebosis will acquire all of the Ascension A ordinary shares;
                and
       -        the subsequent delisting of Ascension A shares from the JSE.

       The Ascension A scheme circular contains a notice convening the A share scheme meeting to be held at 10:00 on
       Thursday, 16 March 2017, at the registered office of Ascension at 3rd Floor, Palazzo Towers West, Montecasino
       Boulevard, Fourways, 2191, for the purpose of considering and, if deemed fit, passing with or without modification, the
       resolutions required to approve the A share scheme.

       The Ascension A scheme circular is also available in electronic format on Ascension’s website at www.ascensionproperties.co.za.

2.     Salient dates and times

       The salient dates and times relating to the A scheme are set out below.

                                                                                                                                     2017
       Record date to receive the circular                                                                             Friday, 3 February
       Circular posted on                                                                                            Tuesday, 14 February
       Announcement relating to the issue of the circulars (together with the notice of the A share
       scheme meeting) released on SENS on                                                                           Tuesday, 14 February
       Announcement relating to the issue of the circular (together with the notice of the A share
       scheme meeting) published in the press on                                                                   Wednesday, 15 February
       Last day to trade in order to be eligible to vote at the A share scheme meeting                                   Tuesday, 7 March
       Record date in order to vote at the A share scheme meeting                                                        Friday, 10 March
       Receipt of forms of proxy in respect of the A share scheme meeting by 10:00 on                                   Tuesday, 14 March
       Last day for Ascension A shareholders to give notice of their objections to the special
       resolution approving the A scheme in terms of section 164(3) of the Companies Act by no later
       than 10:00 on                                                                                                   Thursday, 16 March
       The A share scheme meeting held at 10:00 on                                                                     Thursday, 16 March
       Results of the A share scheme meeting released on SENS on                                                       Thursday, 16 March
       Results of the meeting published in the press on                                                                  Friday, 17 March
       Last date on which Ascension A shareholders who voted against the A scheme can require the
       company to seek Court approval in terms of section 115(3)(a) of the Companies Act, if the A
       share scheme is approved by Ascension shareholders at the A share scheme meeting but at least 
       15% of the votes are exercised against the A scheme at the A share scheme meeting                                 Friday, 24 March
       Last date for Ascension shareholders who voted against the A share scheme to be granted leave
                                                                                                                         Friday, 31 March
       by a Court to apply for a review of the A share scheme in terms of section 115(3)(b) of the
       Companies Act if the A share scheme is approved by Ascension shareholders at the A share
       scheme meeting
       Last date for Ascension to give notice of adoption of the special resolution approving the A
       share scheme in terms of section 164(4) of the Companies Act to the Ascension A shareholders
       objecting to the special resolution on                                                                            Friday, 31 March
       If no Ascension A 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                                                                              Thursday, 6 April
       Finalisation date announcement expected to be released on SENS on                                                Thursday, 6 April
       Finalisation date announcement expected to be published in the press on                                            Friday, 7 April
       Expected last day to trade in order to participate in the A scheme share and receive the A share
       scheme consideration on the operative date                                                                       Tuesday, 18 April
       Suspension of listing of Ascension A shares on the JSE expected to take place at the
       commencement of trade on                                                                                       Wednesday, 19 April
       Commencement of trade in Rebosis A ordinary consideration shares under ISIN
       ZAE000240552                                                                                                   Wednesday, 19 April
       Expected date the price for fractional entitlements announced                                                   Thursday, 20 April
       Expected scheme consideration record date by the close of trade on                                                Friday, 21 April
       Expected operative date of the A scheme on                                                                        Monday, 24 April
       A share scheme consideration expected to be posted to certificated A scheme participants
       (provided their form of surrender and transfer and documents of title are received on or prior
       to 12:00 on the scheme consideration record date) on or about                                                     Monday, 24 April
       Dematerialised A scheme participants expected to have their accounts (held at their CSDP or
       broker) credited with the A share scheme consideration on or about                                                Monday, 24 April
       Termination of listing of Ascension A shares on the JSE expected to take place at the
       commencement of trade on or about                                                                                Tuesday, 25 April

      Notes:
      1.   All dates and times may be changed by mutual agreement between Ascension and Rebosis (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 special resolution/s will be
           required. Any change in the dates and times will be released on SENS and published in the press.
      2.   Ascension shareholders who acquire Ascension shares after close of trade on Tuesday, 7 March 2017 will not be eligible to vote at
           the A share scheme meeting.
      3.   All times given in this announcement are local times in South Africa.
      4.   No dematerialisation or rematerialisation may take place after Tuesday, 18 April 2017.
      5.   If the A share scheme is approved by an insufficient number of Ascension shareholders at the A share scheme meeting so that an
           Ascension shareholder may require Ascension to obtain Court approval of the A share scheme as contemplated in section 115(3)(a)
           of the Companies Act, and an Ascension shareholder in fact delivers such a request, the dates and times set out above will not be
           relevant. Ascension shareholders will be notified separately of the applicable dates and times under this process.
      6.   If any Ascension shareholder who votes against the A share scheme exercises its rights in terms of section 115(3)(b) of the
           Companies Act and applies to Court for a review of the transaction, the dates and times set out above will not be relevant.
           Ascension shareholders will be notified separately of the applicable dates and times under this process.

14 February 2017


Corporate advisor and sponsor   
Java Capital
                                               
Legal advisor for Ascension
Cliffe Dekker Hofmeyr


Independent Expert
MAZARS Corporate Finance (Pty) Ltd
Date: 14/02/2017 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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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,
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