ASCENSION PROPERTIES LIMITED - Results of Ascension A share scheme meeting

Release Date: 16/03/2017 17:26
Code(s): AIA
 
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Results of Ascension A share scheme meeting

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”)


RESULTS OF ASCENSION A SHARE SCHEME MEETING


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”).

On Tuesday, 14 February 2017 a circular relating to the A share scheme and the subsequent delisting of Ascension A
shares from the JSE was posted to Ascension shareholders (the “Ascension A circular”).

Ascension shareholders are advised that at the A share scheme meeting held on Thursday, 16 March 2016, all the
resolutions tabled thereat were passed by the requisite majority of Ascension shareholders. Accordingly, subject to
the fulfilment or waiver, as the case may be, of the outstanding conditions precedent to the A share scheme, the A
share scheme will now be implemented. A further announcement or announcements will be released regarding the
fulfilment and/or waiver of the outstanding conditions precedent to the A share scheme at the appropriate time.

Details of the results of voting at the A share scheme meeting are as follows:

-        total number of Ascension shares in issue: 327 260 859 A ordinary shares and 376 359 014 B ordinary shares
-        total number of Ascension shares in respect of which the votes could be taken into consideration for voting
         purposes at the A share scheme meeting: 327 260 859 A ordinary shares
-        total number of Ascension shares that were present/represented at the A share scheme meeting: 308 943 546 A
         ordinary shares being 94% of the total number of Ascension A shares in issue and in respect of which the votes
         could be taken into consideration for voting purposes at the A share scheme meeting.

    Special resolution 1: Approval of the A share scheme in terms of section s 114 and 115 of the Companies Act

    A shares voted*          For                              Against                        Abstentions^
    308 943 346              308 133 961, being 99.74%        809 385, being 0.26%           200, being 0.00%

    Special resolution 2: Revocation of shareholder special resolution 1 if the A share scheme is not implemented and
    dissenting shareholders have exercised appraisal rights under section 164 of the Companies Act

    A shares voted*          For                              Against                        Abstentions^
    308 943 346              308 923 346, being 99.99%        20 000, being 0.01%            200, being 0.00%

    Ordinary resolution 1: General Authority

   A shares voted*           For                             Against                         Abstentions^
   308 943 346               308 943 346, being 100%         -                               200, being 0.00%
* A shares excluding abstentions.
^ in relation to total number of shares in respect of which the votes could be taken into consideration for voting
  purposes at the A share scheme meeting.

The A share scheme remains subject to the following suspensive conditions:

-     the filing by the Companies and Intellectual Property Commission of the requisite special resolutions, including
      resolutions to amend the memorandum of incorporation and authorised shares of Rebosis, required to authorise
      the implementation of the A share scheme and the allotment and issue of the Rebosis A ordinary consideration
      shares;
-     to the extent required under section 115(3) of the Companies Act, approval by the court of the implementation
      of the scheme resolution court is obtained and, if applicable, Ascension not having treated the special resolution
      required in terms of section 115(2) of the Companies Act to approve the scheme as a nullity, as contemplated in
      section 115(5)(b) of the Companies Act;
-     all applicable regulatory and statutory approvals are obtained; and
-     such approvals, consents or waivers, if any, as may be required in terms of any debt funding agreement entered
      into by Ascension, in order to give effect to the acquisition of Ascension by Rebosis.

16 March 2017


Corporate advisor and sponsor
Java Capital


Legal Advisor
Cliffe Dekker Hofmeyr Inc]

Date: 16/03/2017 05:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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