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Finalisation announcement regarding the scheme of arrangement in respect of the Ascension B shares
REBOSIS PROPERTY FUND LIMITED ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06) (Registration number 2006/026141/06)
JSE share code: REB ISIN: ZAE000201687 JSE share codes: AIA ISIN: ZAE000204566
(Approved as a REIT by the JSE) AIB ISIN: ZAE000204574
(“Rebosis”) (Approved as a REIT by the JSE)
(“Ascension”)
FINALISATION ANNOUNCEMENT REGARDING THE SCHEME OF ARRANGEMENT IN RESPECT OF THE ASCENSION B SHARES
1. Introduction
Rebosis and Ascension shareholders are referred to the firm intention announcement dated 24 February 2015 and the
circulars issued to each of the Ascension A linked unitholders and Ascension B linked unitholders, respectively, regarding
the offer by Rebosis to acquire the entire B linked unit capital of Ascension that Rebosis does not already own and to make
a comparable offer to acquire the entire A linked unit capital of Ascension that Rebosis does not already own by way of –
- a scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 (the “Companies Act”), to be
proposed by the board of directors of Ascension between Ascension and Ascension B linked unitholders
(“B scheme”); and
- a scheme of arrangement in terms of section 114 of the Companies Act, to be proposed by the board of directors of
Ascension between Ascension and Ascension A linked unitholders (“A scheme”).
Ascension linked unitholders were advised on 22 May 2015 that:
- all of the resolutions required to approve the B scheme were approved by the requisite majority of Ascension B
debenture holders and B shareholders, respectively; and
- not all of the resolutions required to approve the A scheme were approved by the requisite majority of Ascension A
debenture holders and A shareholders, respectively.
Ascension linked unitholders were advised on 11 June 2015 that the B scheme remained subject to the fulfilment of the
following conditions precedent:
- the implementation of the conversion of Rebosis’ linked unit capital structure to an all-share capital structure; and
- the consent of the lenders in terms of the debt funding agreements entered into by Ascension to the acquisition of
Ascension by Rebosis.
The boards of Ascension and Rebosis are pleased to announce that all outstanding conditions precedent to the B scheme
have now been fulfilled and the implementation of the B scheme will proceed in accordance with the timetable set out
below.
Ascension shareholders are reminded that further to the finalisation date announcement released on SENS on 9 July 2015
in respect of the conversion of Ascension’s linked unit capital structure to an all-share capital structure, trading in delinked
Ascension B ordinary shares under ISIN ZAE000204574 and the existing code of “AIB” commenced on Monday,
20 July 2015 and trade in Ascension B linked units was suspended. With effect from Monday, 27 July 2015 Ascension’s
capital structure will comprise of A ordinary shares and B ordinary shares.
2. Implementation of the B scheme
With effect from 17 August 2015 (the “scheme operative date”), all Ascension B shares held by Ascension B
shareholders will be transferred into the name of Rebosis. Rebosis will accordingly hold 100% of the issued B shares in
Ascension and, accordingly approximately 59% of the entire issued share capital of Ascension. Ascension will accordingly
be a listed subsidiary of Rebosis.
On the scheme operative date, Ascension B shareholders recorded in the Ascension B share register on Friday,
14 August 2015 (the “scheme consideration record date”) will, as consideration for their Ascension B shares disposed of
to Rebosis pursuant to the B scheme, receive 23.549 Rebosis ordinary shares for every 100 Ascension B shares held on the
scheme consideration record date (the “B share scheme consideration”).
3. Clean-out distributions
As announced on SENS on Thursday, 23 July 2015, Rebosis has declared a special distribution to Rebosis shareholders in
respect of the 4 months ended 30 June 2015 (the “Rebosis distribution”). An estimated amount of the Rebosis
distribution per Rebosis share will be announced on Thursday, 30 July 2015. The final amount of the Rebosis distribution
per Rebosis share will be announced by 10h00 on Thursday, 13 August 2015.
In addition, as announced on SENS on Thursday, 23 July 2015, Ascension has declared a distribution to Ascension B
shareholders in respect of the 6 months ended 30 June 2015 (the “Ascension B share distribution”). An estimated amount
of the Ascension B share distribution per Ascension B share will be announced on Thursday, 30 July 2015. The final
amount of the Ascension B share distribution per Ascension B share will be announced by 10h00 on Thursday, 13 August
2015.
Ascension has also declared a distribution to Ascension A shareholders in respect of the 6 months ended 30 June 2015 (the
“Ascension A share distribution”). An estimated amount of the Ascension A share distribution per Ascension A share
will be announced on Thursday, 30 July 2015. The final amount of the Ascension A share distribution per Ascension A
share will be announced by 10h00 on Thursday, 13 August 2015.
It is expected that Ascension’s results for the year ended 30 June 2015 will released on SENS on Monday, 17 August 2015.
The Rebosis distribution, the Ascension A share distribution and the Ascension B share distribution will be paid to Rebosis
shareholders and Ascension A and B shareholders, respectively, in accordance with the timetable set out below.
4. Salient dates and times
The salient dates and times in relation to the implementation of the B scheme and the Rebosis distribution, the Ascension A
share distribution and the Ascension B share distribution are set out below.
2015
Finalisation date announcement in respect of the B scheme released on SENS Thursday, 23 July
Declaration date announcement in respect of the Rebosis distribution released on SENS Thursday, 23 July
Declaration date announcement in respect of the Ascension B share distribution and the
Ascension A share distribution released on SENS Thursday, 23 July
Finalisation date announcement in respect of the B scheme published in the press Friday, 24 July
Finalisation date announcement in respect of the Rebosis distribution released on SENS Thursday, 30 July
Finalisation date announcement in respect of the Ascension B share distribution and the
Ascension A share distribution released on SENS Thursday, 30 July
Last day to trade in Ascension B shares in order to participate in the B scheme and receive the B
share scheme consideration Thursday, 6 August
Last day to trade in Rebosis ordinary shares in order to receive the Rebosis distribution Thursday, 6 August
Last day to trade in Ascension B shares in order to receive the Ascension B share distribution Thursday, 6 August
Commencement of trade in Rebosis ordinary shares to be allotted and issued as the B share
scheme consideration Friday, 7 August
Rebosis ordinary shares trade ‘ex’ the entitlement to receive the Rebosis distribution from Friday, 7 August
Ascension B shares trade ‘ex’ the entitlement to receive the Ascension B share distribution from
and temporary suspension of trading of Ascension B shares commences on Friday, 7 August
Final amount of the Rebosis distribution to be announced on SENS by 10h00 on Thursday, 13 August
Final amount of the Ascension A share distribution and Ascension B share distribution to be
announced on SENS by 10h00 on Thursday, 13 August
Scheme consideration record date Friday, 14 August
Record date for receipt of the Rebosis distribution Friday, 14 August
Record date for receipt of the Ascension B share distribution Friday, 14 August
B share scheme consideration posted to certificated Ascension B shareholders (provided their
form of surrender and transfer and documents of title are received on or prior to 12:00 on the Monday, 17 August
scheme consideration record date)
Dematerialised Ascension B shareholders to have their accounts (held at their CSDP or broker) Monday, 17 August
credited with the B share scheme consideration
Rebosis distribution paid to Rebosis ordinary shareholders Monday, 17 August
Ascension’s results for the year ended 30 June 2015 expected to be released on SENS on Monday, 17 August
Last day to trade in Ascension A shares in order to receive the Ascension A share distribution Friday, 21 August
Ascension A shares trade ‘ex’ the entitlement to receive the Ascension A share distribution Monday, 24 August
Record date for receipt of the Ascension A share distribution Friday, 28 August
Ascension B share distribution expected to paid to Ascension B shareholders who were recorded Monday, 31 August
in the register on the record date for receipt of the Ascension B share distribution
Ascension A share distribution expected to be paid to Ascension A shareholders who were
recorded in the register on the record date for receipt of the Ascension A share distribution Monday, 31 August
Notes
1. All times given are local times in South Africa.
2. The dates and times in respect of the Ascension B share distribution and the Ascension A share distribution are subject
to change. Any such change will be released on SENS.
3. No dematerialisation or rematerialisation of Ascension B shares may take place between Friday, 7 August 2015 and
Friday, 14 August 2015, both days inclusive.
4. No dematerialisation or rematerialisation of Ascension A shares may take place between Monday, 24 August 2015 and
Friday, 28 August 2015, both days inclusive.
23 July 2015
Corporate advisor and sponsor to Ascension and Rebosis Independent reporting accountants
Java Capital Sizwe Ntsaluba Gobodo
Independent expert Legal advisor to the transaction
Mazars Corporate Finance Cliffe Dekker Hofmeyr
Date: 23/07/2015 11:34:00 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
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