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Increase in Authorised Share Capital, Amendments to MOI and Circular to Shareholders
Collins Property Group Limited
(previously Tradehold Limited)
(Registration number: 1970/009054/06)
Incorporated in the Republic of South Africa
JSE Share code: CPP ISIN: ZAE000152658
("Collins" or "the Company")
INCREASE IN AUTHORISED SHARE CAPITAL, AMENDMENTS TO THE MOI AND CIRCULAR TO
SHAREHOLDERS
1. Introduction
Shareholders are advised that the board of directors of the Company (the “Board”) proposes, subject to shareholders’
approval, an increase in the authorised share capital of the Company and certain amendments to the memorandum of
incorporation (“MOI”).
2. Rationale for the increase in authorised share capital and amendments to the MOI
2.1. On 21 August 2023, shareholders were advised that the Company entered into a series of inter-conditional
agreements with U Reit Collins Proprietary Limited (“UReit”), a wholly-owned subsidiary of Castleview Property
Fund Limited, in terms of which, if implemented, Collins will acquire from UReit the 25.7% of the issued shares of
Collins Property Projects Proprietary Limited (“CPP”) that it does not own in exchange for the issue to UReit of in
aggregate 72,751,197 new Collins ordinary shares (“the Proposed Transaction”), resulting in CPP becoming a
wholly-owned subsidiary of Collins and UReit holding 21.78% of the issued ordinary shares of Collins.
2.2. The Board proposes an increase in the number of the Company’s authorised shares to enable the Company to
implement the Proposed Transaction and to provide the Company with greater flexibility to raise new equity capital,
at an appropriate time.
3. Details of the increase in authorised share capital and amendments to the MOI
3.1. The Board proposes an increase in the number of the Company’s authorised ordinary shares (“Shares”) from
310,000,000 Shares to 600,000,000 Shares and an increase in the number of the Company’s non-convertible,
non-participating, non-transferable redeemable preference shares (“N Shares”) from 131,750,000 to 250,000,000
N Shares.
3.2. In order to give effect to the increase in the number of authorised shares, it will be necessary for shareholders to
approve the corresponding amendment to the MOI giving effect to such increase. The Company will remain listed
in the “Real Estate Investment and Services” sub-sector of the main board of the JSE Limited (“JSE”) until such
time as it has been granted REIT status by the JSE.
3.3. One of the conditions precedent to the Proposed Transaction is that Collins’ MOI be amended to include a provision
to the effect that Collins will not voluntarily relinquish REIT status without first obtaining shareholder approval by
way of an ordinary resolution.
3.4. In order to give effect to the above, it will be necessary for shareholders to approve a corresponding amendment
to the MOI.
4. Distribution of circular
4.1. The Board has resolved that the resolutions relating to the increase in authorised share capital and amendments
to the MOI be approved by shareholders by written consent, in terms of section 60 of the Companies Act, No 71
of 2008. As such, shareholders are entitled to exercise their voting rights in relation to the resolutions within 20
business days after the resolutions have been dispatched to them.
4.2. A circular providing shareholders with relevant information relating to the increase in authorised share capital and
amendments to the MOI, together with the written resolutions to be proposed to effect the increase in authorised
share capital and amendments to the MOI (the "Resolutions") and a form of written consent (the “Circular”) has
been distributed to shareholders today.
4.3. Copies of the Circular may be obtained from the registered office of the Company during office hours on business
days from 21 September 2023, at the address set out in the “Corporate Information” section of the Circular. A copy
of the Circular will also be available on Collins’ website http://www.tradehold.co.za/investor-centre/circulars/2023.
5. Salient dates and times of the increase in authorised share capital and amendments to the MOI
The salient dates and times of the increase in authorised share capital and amendments to the MOI are as follows:
2023
Record date to determine which shareholders are eligible to receive the Circular and Friday, 15 September
vote on the Resolutions
Circular distributed to shareholders and announced on SENS Thursday, 21 September
Deemed date of delivery (at least 7 calendar days from distribution of the Circular) Friday, 29 September
Voting period opens Friday, 29 September
Last day for voting (20 business days from voting period opening) Friday, 27 October
Results of voting released on SENS Monday, 30 October
Resolutions to approve the increase in authorised share capital and amendments to Monday, 30 October
the MOI lodged with CIPC for registration
Expected date of CIPC registration of Resolutions to approve the increase in Tuesday, 7 November
authorised share capital and amendments to the MOI
Notes:
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of the Company. Any such amendment
will be released on SENS.
Cape Town
21 September 2023
JSE Sponsor to Collins
Questco Corporate Advisory Proprietary Limited
Date: 21-09-2023 03:00:00
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