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Results of scheme meetings and general meetings
ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/026141/06)
JSE share code: AIA ISIN: ZAE000161881
JSE share code: AIB ISIN: ZAE000161899
(Approved as a REIT by the JSE)
(“Ascension” or “the company”)
RESULTS OF COMBINED LINKED UNITHOLDERS GENERAL MEETING, “A” LINKED UNITHOLDERS GENERAL MEETING, “B” LINKED UNITHOLDERS GENERAL MEETING,
“A” DEBENTURE HOLDERS SCHEME MEETING, “B” DEBENTURE HOLDERS SCHEME MEETING, COMBINED ORDINARY SHAREHOLDERS GENERAL MEETING, “A” ORDINARY
SHAREHOLDERS GENERAL MEETING AND “B” ORDINARY SHAREHOLDERS GENERAL MEETING
INTRODUCTION
Linked unitholders are referred to the announcement released on SENS on Friday, 22 May 2015 wherein linked unitholders
were advised that the company had posted a circular to linked unitholders (the “circular”) relating to:
- the conversion of the company’s current “A” linked unit capital structure to an “A” ordinary share structure by way of a
scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 (the “Companies Act”) which
scheme is being proposed by the company between the company and its “A” debenture holders (the ““A” debenture
scheme”);
- the conversion of the company’s current “B” linked unit capital structure to a “B” ordinary share structure by way of a
scheme of arrangement in terms of section 114 of the Companies Act, which scheme is being proposed by the company
between the company and its “B” debenture holders (the ““B” debenture scheme”);
- the amendment of Ascension’s Debenture Trust Deed to enable the schemes;
- the adoption of a new Memorandum of Incorporation to give effect to the change in Ascension’s capital structure; and
- the subsequent termination of Ascension’s Debenture Trust Deed.
Linked unitholders are advised that at the combined linked unitholders general meeting, the “A” linked unitholders general
meeting, the “B” linked unitholders general meeting, the “A” debenture holders scheme meeting, the “B” debenture holders
scheme meeting, the combined ordinary shareholders general meeting, the “A” ordinary shareholders general meeting and the
“B” ordinary shareholders general meeting (the “meetings”) held on Tuesday, 23 June 2015, all resolutions required to be
passed by Ascension linked unitholders, debenture holders and shareholders to approve the transactions detailed above were
passed by the requisite majority of Ascension linked unitholders, debenture holders and shareholders.
Details of the results of the combined linked unitholders general meeting are as follows:
- total number of Ascension linked units that could have been voted at the combined linked unitholders general
meeting: 685 219 873.
- total number of Ascension linked units that were present/represented at the combined linked unitholders general
meeting: 508 400 636 being 74.20% of the total number of Ascension linked units that could have been voted at the
combined linked unitholders general meeting.
Linked unitholder special resolution number 1: Amendment of the debenture trust deed
Linked units voted For Against Abstentions
508 400 636 508 400 636, being 100% - -
Linked unitholder special resolution number 2: Delinking of “A” linked units
Linked units voted For Against Abstentions
508 400 636 508 400 636, being 100% - -
Linked unitholder special resolution number 3: Delinking of “B” linked units
Linked units voted For Against Abstentions
508 400 636 508 400 636, being 100% - -
Linked unitholder special resolution number 4: Termination of the debenture trust deed
Linked units voted For Against Abstentions
508 400 636 508 400 636, being 100% - -
Linked unitholder ordinary resolution number 1: General authority
Linked units voted For Against Abstentions
508 400 636 508 400 636, being 100% - -
Details of the results of the “A” linked unitholders general meeting are as follows:
- total number of Ascension “A” linked units that could have been voted at the Ascension “A” linked unitholders
general meeting: 308 860 859
- total number of Ascension “A” linked units that were present/represented at the Ascension “A” linked unitholders
general meeting: 193 808 673 being 62.75% of the total number of Ascension “A” linked units that could have been
voted at the Ascension “A” linked unitholders general meeting.
“A” linked unitholder special resolution number 1: Amendment of the debenture trust deed
“A” linked units voted For Against Abstentions
193 808 673 193 808 673, being 100% - -
“A” linked unitholder special resolution number 2: Delinking of “A” linked units
“A” linked units voted For Against Abstentions
193 808 673 193 808 673, being 100% - -
“A” linked unitholder special resolution number 3: Delinking of “B” linked units
“A” linked units voted For Against Abstentions
193 808 673 193 808 673, being 100% - -
“A” linked unitholder special resolution number 4: Termination of the debenture trust deed
“A” linked units voted For Against Abstentions
193 808 673 193 808 673, being 100% - -
“A” linked unitholder ordinary resolution number 1: General authority
“A” linked units voted For Against Abstentions
193 808 673 193 808 673, being 100% - -
Details of the results of the “B” linked unitholders general meeting are as follows:
- total number of Ascension “B” linked units that could have been voted at the Ascension “B” linked unitholders
general meeting: 376 359 014.
- total number of Ascension “B” linked units that were present/represented at the Ascension “B” linked unitholders
general meeting: 293 654 404 being 78.03% of the total number of Ascension “B” linked units that could have been
voted at the Ascension “B” linked unitholders general meeting.
“B” linked unitholder special resolution number 1: Amendment of the debenture trust deed
“B” linked units voted For Against Abstentions
293 654 404 293 654 404, being 100% - -
“B” linked unitholder special resolution number 2: Delinking of “A” linked units
“B” linked units voted For Against Abstentions
293 654 404 293 654 404, being 100% - -
“B” linked unitholder special resolution number 3: Delinking of “B” linked units
“B” linked units voted For Against Abstentions
293 654 404 293 654 404, being 100% - -
“B” debenture holder special resolution number 4: Termination of the debenture trust deed
“B” linked units voted For Against Abstentions
293 654 404 293 654 404, being 100% - -
“B” debenture holder ordinary resolution number 1: General authority
“B” linked units voted For Against Abstentions
293 654 404 293 654 404, being 100% - -
Details of the results of the “A” debenture holders scheme meeting are as follows:
- total number of Ascension “A” debentures that could have been voted at the Ascension “A” debenture holders scheme
meeting: 308 860 859
- total number of Ascension “A” debentures that were present/represented at the Ascension “A” debenture holders
scheme meeting: 172 588 652 being 55.88% of the total number of Ascension “A” debentures that could have been
voted at the Ascension “A” debenture holders scheme meeting.
“A” debenture holder special resolution number 1: Approval of the “A” debenture scheme
“A” debentures voted For Against Abstentions
172 588 652 172 588 652, being 100% - -
“A” debenture holder ordinary resolution number 1: General authority
“A” debentures voted For Against Abstentions
172 588 652 172 588 652, being 100% - -
Details of the results of the “B” debenture holders scheme meeting are as follows:
- total number of Ascension “B” debentures that could have been voted at the Ascension “B” debenture holders scheme
meeting: 376 359 014
- total number of Ascension “B” debentures that were present/represented at the Ascension “B” debenture holders
scheme meeting: 251 099 551 being 66.72% of the total number of Ascension “B” debentures that could have been
voted at the Ascension “B” debenture holders scheme meeting.
“B” debenture holder special resolution number 1: Approval of the “B” debenture scheme
“B” debentures voted For Against Abstentions
251 099 551 251 099 551, being 100% - -
“B” debenture holder ordinary resolution number 1: General authority
“B” debentures voted For Against Abstentions
251 099 551 251 099 551, being 100% - -
Details of the results of the combined ordinary shareholders general meeting are as follows:
- total number of Ascension shares that could have been voted at the combined ordinary shareholders general meeting:
685 219 873
- total number of Ascension shares that were present/represented at the combined ordinary shareholders general
meeting: 443 504 782 being 64.72% of the total number of Ascension shares that could have been voted at the
combined ordinary shareholders general meeting.
Shareholder special resolution number 1: Adoption of new memorandum of incorporation
Shares voted For Against Abstentions
443 504 782 443 504 782, being 100% - -
Shareholder ordinary resolution number 1: General authority
Shares voted For Against Abstentions
443 504 782 443 504 782, being 100% - -
Details of the results of the “A” ordinary shareholders general meeting are as follows:
- total number of Ascension “A” ordinary shares that could have been voted at the “A” ordinary shareholders general
meeting: 308 860 859
- total number of Ascension “A” ordinary shares that were present/represented at the “A” ordinary shareholders general
meeting: 160 255 052 being 51.89% of the total number of Ascension “A” ordinary shares that could have been voted
at the “A” ordinary shareholders general meeting.
“A” ordinary shareholder special resolution number 1: Adoption of new memorandum of incorporation
“A” ordinary shares voted For Against Abstentions
160 255 052 150 555 052, being 93.94715% 9 700 000, being 6.05285% -
“A” ordinary shareholder ordinary resolution number 1: General authority
“A” ordinary shares voted For Against Abstentions
160 255 052 150 555 052, being 93.94715% 9 700 000, being 6.05285% -
Details of the results of the “B” ordinary shareholders general meeting are as follows:
- total number of Ascension “B” ordinary shares that could have been voted at the “B” ordinary shareholders general
meeting: 376 359 014
- total number of Ascension “B” ordinary shares that were present/represented at the “B” ordinary shareholders general
meeting: 258 166 993 being 68.60% of the total number of Ascension “B” ordinary shares that could have been voted
at the “B” ordinary shareholders general meeting.
“B” ordinary shareholder special resolution number 1: Adoption of new memorandum of incorporation
“B” ordinary shares voted For Against Abstentions
258 166 993 258 166 993, being 100% - -
“B” ordinary shareholder ordinary resolution number 1: General authority
“B” ordinary shares voted For Against Abstentions
258 166 993 258 166 993, being 100% - -
Each of the “A” debenture scheme and the “B” debenture scheme remains subject to, inter alia,:
- the issue of a compliance certificate by the Takeover Regulation Panel in terms of section 119(4) of the Companies Act
in respect of the A” debenture scheme and the “B” debenture scheme; and
- the filing and registration of the special resolutions required to be so filed and registered in respect of the transactions
with the Companies and Intellectual Properties Commission.
A further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding
conditions precedent to the schemes at the appropriate time.
23 June 2015
Corporate advisor and sponsor
Java Capital
Independent expert
MAZARS Corporate Finance (Pty) Ltd
Legal advisor
DLA Cliffe Dekker Hofmeyr
Date: 23/06/2015 04:00:00 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,
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