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Withdrawal of resolutions, proposed modification of certain resolutions proposed for adoption at AGM
TOWER PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2012/066457/06)
JSE share code: TWR ISIN: ZAE000179040
(Approved as a REIT by the JSE)
(“Tower” or “the company” or “the group”)
WITHDRAWAL OF RESOLUTIONS AND PROPOSED MODIFICATION OF CERTAIN RESOLUTIONS PROPOSED FOR ADOPTION AT
THE ANNUAL GENERAL MEETING OF THE COMPANY
Shareholders are referred to the notice of annual general meeting (“AGM”) sent to shareholders on
15 September 2017 and in particular to ordinary resolutions 7, 8, 9, 10 and 11 relating to the control over
unissued shares, the general authority to issue shares for cash, the adoption of the Tower Property Fund
Incentive Scheme, the specific authority to issue shares pursuant to a reinvestment option and the non-
binding advisory vote in respect of the company’s remuneration policy.
Following feedback from institutional shareholders and in order to further enhance good corporate
governance, Tower is proposing to:
- withdraw ordinary resolution 10 relating to the specific authority to issue shares pursuant to a
reinvestment option;
- withdraw ordinary resolution 9 relating to the adoption of the Tower Property Fund Incentive
Scheme;
- publish a detailed remuneration policy providing shareholders with additional information relating to
ordinary resolution 11; and
- limit the scope of the authority to be granted in terms of ordinary resolution 7 and ordinary resolution
8 as further detailed below:
1. Proposed ordinary resolution 7 - Control over unissued shares
Tower has decided to reduce the number of shares placed under the control of the directors in terms of
this resolution from 33 954 964 shares, being 10% of Towers issued share capital at the date of the
notice of annual general meeting, to 16 977 482 shares, being 5% of Towers issued shares capital at the
date of the notice of annual general meeting. In addition, the price at which the shares may be issued
may not be less than the net asset value per Tower share at the date the price of the issue is agreed.
As a result of the proposed changes, the amended ordinary resolution 7 will read as follows:
“Resolved that, subject to the provisions of the group’s Memorandum of Incorporation, the authorised
but unissued ordinary shares of the group be and are hereby placed under the control of the directors of
the group until the next AGM, with the authority to allot and issue and otherwise dispose of a maximum
of 16 977 482 shares, being 5% of the shares in issue at the date of this resolution, at their discretion,
provided that the price at which such allotment, issue or disposal is effected is not less than the net asset
value per share at the date the price of the issue is agreed between the group and the party subscribing
for the shares, and provided that where the allotment or issue is undertaken in terms of a vendor
consideration placing pursuant to the JSE Listings Requirements, the minimum placing price is subject
to the pricing limitations set out in the JSE Listings Requirements”.
2. Proposed ordinary resolution 8 – General authority to issue shares for cash
Tower has decided to limit the price at which shares may be issued for cash under this authority to the
net asset value per Tower share at the date the price of this issue is agreed.
As a result of the proposed change, the amended ordinary resolution 8 will read as follows:
“Resolved that, subject to the restrictions set out below, the directors be and they are hereby authorised
to allot and issue ordinary shares for cash, subject at all times to the provisions of the Companies Act,
the group’s Memorandum of Incorporation and the JSE Listings Requirements. This authority shall lapse
at the next AGM or 15 months from the date of passing this special resolution, whichever occurs first:
- the allotment and issue of shares for cash must be made to persons qualifying as public shareholders
and not to related parties, as defined in the JSE Listings Requirements;
- the shares issued for cash must be of a class of shares already in issue or, where this is not the case,
must be limited to such shares or rights that are convertible into a class already in issue;
- the total aggregate number of shares which may be issued for cash in terms of this authority may not
exceed 16 977 482 shares, being 5% of the group’s ordinary issued shares at the date of this notice.
Accordingly any shares issued under this authority prior to this authority lapsing shall be deducted
from the 16 977 482 shares the group is authorised to issue in terms of this authority for the purpose
of determining the remaining number of shares that may be issued in terms of this authority;
- in the event of a sub-division or consolidation of shares prior to this authority lapsing, the existing
authority will be adjusted accordingly to represent the same allocation ratio;
- the minimum price at which such shares may be issued in terms of this authority shall be a
maximum discount of 5% of the weighted average traded price of such shares measured over the
30 business days prior to the date that the price of the issue is agreed between the group and the
party subscribing for the shares; provided that such minimum price shall be not less than the net
asset value per Tower share at the date that the price of the issue is agreed between the group and
the party subscribing for the shares;
- an announcement giving full details, including the number of shares issued, the average discount to
the weighted average traded price of the shares over the 30 business days prior to the date that the
price of the issue was determined or agreed to by the directors and an explanation, including
supporting documentation (if any) of the intended use of the funds, will be published after any issue
representing, on a cumulative basis within any one financial year, 5% or more of the number of
shares in issue prior to such issue”.
3. Proposed ordinary resolution 11 - Non-binding advisory vote in respect of the group's
remuneration policy
Shareholders are further advised that following feedback from institutional investors on the group’s
remuneration policy, a detailed remuneration policy has been approved by the company’s Nomination
and Remuneration Committee and by the board of directors of Tower and a copy of the detailed
remuneration policy is available on the company’s website, www. www.towerpropertyfund.co.za.
Tower shareholders are hereby requested to vote in respect of proposed ordinary resolution 11 based on
the detailed remuneration policy.
Tower is in the process of engaging with shareholders on the proposed Tower Property Fund Incentive
Scheme and shareholders will be advised of the outcome of this engagement and amendments to the
Tower Property Fund Incentive Scheme once finalised.
The Tower annual general meeting will be held at 10h00 on Tuesday, 17 October 2017 at the Belmont
Conference Centre, Belmont Road, Rondebosch, Cape Town.
11 October 2017
Sponsor
Java Capital
Date: 11/10/2017 02:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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