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INDLUPLACE PROPERTIES LIMITED - Acquisition of various portfolios of residential properties: Results of general meeting

Release Date: 28/09/2017 08:59
Code(s): ILU     PDF:  
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Acquisition of various portfolios of residential properties: Results of general meeting

INDLUPLACE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/226082/06)
JSE share code: ILU ISIN: ZAE000201125
(Approved as a REIT by the JSE)
(“Indluplace” or the “company”)


ACQUISITION OF VARIOUS PORTFOLIOS OF RESIDENTIAL PROPERTIES: RESULTS OF GENERAL MEETING


Shareholders are referred to the announcement released on SENS on 29 August 2017, wherein they were advised that
Indluplace had posted a circular relating to the proposed transactions by Indluplace and its wholly owned subsidiary
Friedshelf 1781 (“Friedshelf 1781”) Proprietary Limited with multiple vendors, some of whom were members of or
affiliated to the Buffet group of entities, to in effect acquire, through a variety of transaction mechanisms, three
residential property portfolios (“the transactions”).

Shareholders are advised that at the general meeting held on Wednesday, 27 September 2017 (“general meeting”), all
the resolutions required to approve the transactions were passed by the requisite majority of shareholders.

Shareholders are referred to the notice of general meeting attached to the Indluplace circular dated 29 August 2017
(“circular”) for details of the various resolutions referred to below. Unless otherwise defined, words defined in the
circular bear the same meaning in this announcement.

Details of the results of the general meeting are as follows:

-        total number of Indluplace shares that could have been voted at the general meeting was as follows –
                - Ordinary resolution’s 1 and 3 and special resolution’s 2, 3, 4, 5 and 6: 289 209 449; and
                - Ordinary resolution 2 and special resolution 1: 277 850 971.
-        total number of Indluplace shares that were present/represented at the general meeting for ordinary resolution’s
         1 and 3 and special resolution’s 2, 3, 4, 5 and 6: 266 271 852 (being 92% of the total number of Indluplace
         shares that could have been voted at the general meeting).
-        total number of Indluplace shares that were present/represented at the general meeting for ordinary resolution
         2 and special resolution 1: 254 913 374 (being 92% of the total number of Indluplace shares that could have
         been voted at the general meeting).

    Resolution                                                          For       %       Against      %   Abstentions*
    Ordinary resolution 1 – Approval of the transactions        266 047 640     100             -      -       224 212
    Ordinary resolution 2 – Specific authority to issue
                                                                254 689 162     100             -      -       224 212
    shares for cash
    Ordinary resolution 3 – Signature of documentation          266 047 640     100             -      -       224 212
    Special resolution 1 – Specific authority to repurchase
                                                                254 689 162     100             -      -       224 212
    shares
    Special resolution 2 – Provision of financial assistance    266 047 640     100             -      -       224 212
    Special resolution 3 – General provision of financial
                                                                266 047 640     100             -      -       224 212
    assistance
    Special resolution 4 – Authority to issue more than
                                                                263 662 923      99     2 384 717      1       224 212
    30% of issued share capital
    Special resolution 5 – Authority to issue shares to
                                                                266 047 640     100             -      -       224 212
    persons related or inter-related to the company
    Special resolution 6 – Authority to issue shares to
                                                                266 047 640     100             -      -       224 212
    directors and related parties
*It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the
proportion of the votes for and against the resolution.
Shareholders are advised that the transactions are subject to the fulfilment, or waiver, as the case may be, of the
following outstanding conditions precedent:

The first portfolio transaction is subject to the fulfilment or waiver, as the case may be, that by no later than
29 September 2017, in respect of the subscription agreement for First Residential Project (Pty) Ltd, (i) a rental
guarantee is entered into between Convertible Dementia (Pty) Ltd and Friedshelf 1781, and (ii) a guarantee is entered
into between Convertible Dementia (Pty) Ltd and a guarantor acceptable to Friedshelf 1781.

The third portfolio transaction is subject to the fulfilment or waiver, as the case may be, that by no later than
29 September 2017, property management agreements being entered into by Indluplace and each disposer of the
Tranche 2 properties.

Both the first and third portfolio transactions are subject to the fulfilment or waiver, as the case may be, that by no
later than 29 September 2017, each of the agreements relating to the first portfolio transactions and the third portfolio
transactions has become unconditional in accordance with its terms save for any condition therein requiring any other
such agreement to become unconditional.

With regard to the other arrangements –
-     in respect of the loan and subscription agreement, by no later than 29 September 2017, the subscriber being
      created and Buffet Trustees being issued with letters of authority and acceding to the loan and subscription
      agreement.
-     in respect of the Fynbos guarantee, by no later than 29 September 2017, Fynbos Trust confirming that it has
      entered into counter-indemnity agreements with all or some of the debtors as are acceptable to Fynbos Trust in
      its sole discretion.

Shareholders are advised that the date of the results of the general meeting and finalisation announcement being
published in the press is now Friday, 29 September 2017.

28 September 2017


Corporate advisor and sponsor
Java Capital

Date: 28/09/2017 08:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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