Wrap Text
Results of general meeting
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”)
RESULTS OF GENERAL MEETING
1. INTRODUCTION
Shareholders of Tower are referred to the firm intention announcement published on SENS on
7 October 2021, and the circular dispatched to shareholders on 25 October 2021 (“Circular”), relating to:
- a scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008 to be
proposed by Tower to its shareholders, and to which RDC will be a party, in terms of which RDC (or
a nominated RDC group company) shall acquire all of the issued ordinary shares in Tower that RDC
does not already own, for a purchase consideration of R3.776 per Tower share, on a cum distribution
basis.
- a concurrent, but separate, standby general offer by RDC to Tower shareholders, to acquire their
Tower shares for the Cash Consideration, which general offer is conditional on, inter alia, (i) the
Scheme failing to become operative and (ii) a sufficient number of acceptances of the general offer
being received to result in RDC obtaining control of the majority of the Tower shares in issue; and
- the delisting of all Tower shares from the JSE pursuant to the Scheme becoming operative; or the
potential delisting of all Tower shares from the JSE pursuant to the general offer being implemented
and the delisting being approved by Tower shareholders
Tower shareholders are advised that at the general meeting held on Wednesday, 24 November 2021 to
consider and, if deemed fit, pass the Resolutions required to authorise and approve the Scheme and
Delisting (“General Meeting”), the Resolutions set out in the notice convening the scheme meeting (which
were attached to the Circular), were passed on a poll by the requisite majorities (being those set out in
the notice convening the scheme meeting in respect of each resolution).
Capitalised terms used in this announcement that are not otherwise defined, bear the meaning ascribed
to them in the Circular.
2. RESULTS OF GENERAL MEETING
Details of the results of the voting at the General Meeting are set out below:
Total number of Tower shares in respect of which the votes could be taken into consideration for voting
purposes in respect of:
- Special Resolution No.1 321,470,624 shares
- Special Resolution No.2 321,470,624 shares
- Special Resolution No.3 321,470,624 shares
- Ordinary Resolution No.1 321,470,624 shares
Total number of Tower shares that were present / represented at the General Meeting:
- Special Resolution No.1 293,487,500 shares
- Special Resolution No.2 293,487,500 shares
- Special Resolution No.3 293,487,500 shares
- Ordinary Resolution No.1 293,487,500 shares
SPECIAL RESOLUTION 1 - APPROVAL OF THE SCHEME SPECIAL RESOLUTION IN
ACCORDANCE WITH SECTIONS 48(8)(a), 48(8)(b), 114(1)(e) AND 115(2)(a) OF THE COMPANIES
ACT
Total number of shares voted* Shares voted for Shares voted against Shares abstained
293,487,500 being 91.30% of 287,715,792 5,766,316 being 5,392 being 0.00% of
total votable shares being 98.04% of 1.96% of the total the total shares voted
the total shares shares voted
voted
SPECIAL RESOLUTION NUMBER 2 - REVOCATION OF SPECIAL RESOLUTION NUMBER 1 IF THE
SCHEME TERMINATES, LAPSES OR THE SCHEME CONDITIONS ARE NOT FULFILLED OR
WAIVED
Total number of shares voted* Shares voted for Shares voted against Shares abstained
293,487,500 being 91.30% of 287,715,792 5,766,316 being 5,392 being 0.00% of
total votable shares being 98.04% of 1.96% of the total the total shares voted
the total shares shares voted
voted
SPECIAL RESOLUTION NUMBER 3: APPROVAL OF THE RESTRUCTURE IN TERMS OF
SECTIONS 112 AND 115 OF THE COMPANIES ACT
Total number of shares voted* Shares voted for Shares voted against Shares abstained
293,487,500 being 91.30% of 287,715,792 5,766,316 being 5,392 being 0.00% of
total votable shares being 98.04% of 1.96% of the total the total shares voted
the total shares shares voted
voted
ORDINARY RESOLUTION NUMBER 1 – APPROVAL FOR THE DELISTING IN TERMS OF
PARAGRAPH 1.15(A) AND 1.16 OF THE LISTINGS REQUIREMENTS
Total number of shares voted* Shares voted for Shares voted against Shares abstained
293,487,500 being 91.30% of 287,710,692 5,776,808 being 0 being 0.00% of the
total votable shares being 98.03% of 1.97% of the total total shares voted
the total shares shares voted
voted
* shares excluding abstentions
3. CONDITIONS PRECEDENT AND REMAINING SALIENT DATES AND TIMES
Shareholders will be advised once all the conditions precedent, as set out in the Circular, have been
fulfilled.
A finalisation announcement will be made in due course based on the indicative dates and times detailed
in the Circular.
4. RESPONSIBILITY STATEMENT
The Independent Board and board of Tower, individually and collectively, accepts responsibility for the
information contained in this announcement and, to the best of their collective knowledge and belief, the
information contained in this announcement is true and this announcement does not omit anything likely
to affect the importance of the information.
24 November 2021
Johannesburg, South Africa
Joint transaction sponsor Corporate advisor to Tower Legal advisor to Tower
Java Capital Ferryman Capital Partners Cliffe Dekker Hofmeyr Inc
Corporate advisor to RDC and joint Legal advisor to RDC Independent expert
transaction sponsor Fluxmans Questco Corporate Advisory
Investec Bank Limited Proprietary Limited
Date: 24-11-2021 03:25:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
Sharenet Sites 
