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Results of General Meetings
VIVIDEND INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2010/003232/06)
JSE share code: VIF
ISIN: ZAE000150918
(Approved as a REIT by the JSE)
(“Vividend” or “the Company”)
RESULTS OF GENERAL MEETINGS
1. INTRODUCTION
Linked unitholders of Vividend (“Vividend Linked Unitholders”)
are referred to the joint announcement by Vividend and
Arrowhead Properties Limited (“Arrowhead”) released on SENS on
1 April 2014 relating to Arrowhead’s firm intention to make an
offer to acquire all of the Vividend linked units it does not
already own:
a) by means of one or more indivisibly linked schemes of
arrangement in terms of section 114 of the Companies Act
71 of 2008(“Companies Act”) (“Schemes”); or
b) if certain conditions to which the Schemes are subject are
not fulfilled, by means of a voluntary general offer,
(collectively, “the Proposed Transaction”).
2. RESULTS OF GENERAL MEETINGS
Vividend Linked Unitholders are advised that at the general
meeting of Vividend shareholders and the general meeting of
Vividend debenture holders, each held on Wednesday, 2 July 2014
(“General Meetings”), all of the resolutions required to give
effect to the Proposed Transaction (“Scheme Resolutions”) as
set out in the notice convening such general meetings
incorporated in the circular to Vividend Linked Unitholders
dated 2 June 2014 (“Circular”), were passed by the requisite
majority of Vividend shareholders and Vividend debenture
holders, respectively.
3. OUTSTANDING CONDITIONS PRECEDENT
Vividend Linked Unitholders are advised that approval from the
Competition Authorities has been received and, accordingly, the
following conditions precedent to the Proposed Transaction, as
detailed in the Circular, remain outstanding:
a) by not later than 17h00 on 31 August 2014, to the extent
required under section 115(3) of the Companies Act,
approval of the implementation of the Scheme Resolutions
by the court is obtained and, if applicable, Vividend not
having treated the Scheme Resolutions as a nullity (which
it may not do unless it is instructed to do so by
Arrowhead), as contemplated in section 115(5)(b) of the
Companies Act;
b) as at 17h00 on the date on which the condition in
paragraph 3(a) has been fulfilled, none of the following
events having occurred in respect of Vividend or
Arrowhead:
(i) any corporate action, legal proceedings or other
procedure or other step (including an application to
court, proposal of a resolution or convening of a
meeting of shareholders, members, directors or other
officers) being taken by any person with a view to:
- a moratorium, compromise, composition, business
rescue or similar arrangement with any of its
creditors;
- its winding-up, dissolution or commencement of
business rescue proceedings, or for the seeking
of relief under any applicable bankruptcy,
insolvency, company or similar law, or any such
resolution; or
(ii) the value of its assets is less than its liabilities
(taking into account of contingent and prospective
liabilities) or it is unable to pay its debts as they
fall due,
it being agreed that this condition shall be regarded as
having been fulfilled unless either Vividend or Arrowhead
has informed the other by no later than 17h00 on the date
on which the condition in paragraph 3(a) has been
fulfilled that it has knowledge that this condition has
not been fulfilled; and
c) by no later than 17h00 on 31 August 2014, the TRP issuing
a compliance certificate in relation to the Schemes.
The conditions set out in paragraphs 3(a) and 3(c) above are of
a regulatory nature and cannot be waived. The condition set out
in paragraph 3(b) above can be waived by mutual agreement
between Arrowhead and Vividend.
4. IMPORTANT DATES AND TIMES
The remaining salient dates and times relating to the
finalisation and implementation of the Proposed Transaction are
set out in the Circular and the announcement released on SENS
on 2 June 2014.
Cape Town
2 July 2014
Sponsor to Vividend
PSG Capital
Date: 02/07/2014 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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