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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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