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FOUNTAINHEAD PROPERTY TRUST - Results of general meeting and finalisation announcement

Release Date: 24/07/2015 13:23
Code(s): FPT     PDF:  
Wrap Text
Results of general meeting and finalisation announcement

(A collective investment scheme in property
registered in terms of the Collective Investment
Schemes Control Act, No. 45 of 2002)
Managed by Fountainhead Property Trust Management Limited
(Registration number 1983/003324/06)
JSE share code: FPT  ISIN: ZAE000097416
(Approved as a REIT by the JSE)


Unitholders are referred to the announcement released on SENS on 2 July 2015 wherein they were advised that
Fountainhead had posted a circular, incorporating a notice of general meeting, to unitholders, relating to a proposed
transaction in terms of which Fountainhead will dispose of all its assets, including the entire Fountainhead property
portfolio, to Redefine Properties Limited (“Redefine”), in exchange for 85 Redefine consideration shares for every
100 Fountainhead units in issue and the assumption by Redefine of all of Fountainhead’s liabilities, including
Fountainhead’s interest-bearing debt (the “transaction”).

The transaction is being treated as a related party transaction in terms of the JSE Listings Requirements as (i) Redefine
owns approximately 65.9% of Fountainhead’s issued units and (ii) Redefine is the sole, controlling shareholder of
FPTML, the manager of Fountainhead. In addition, in terms of Board Notice 42 of 2014 under the Collective
Investment Schemes Control Act, 2002 (the “Notice”), the resolution required to be passed in order to approve the
transaction (the “resolution”) was required to be approved by at least 75% of the total number of votes exercisable by
Fountainhead unitholders (which for the purposes of the Notice equates to 75% in value) present in person or
represented by proxy and entitled to vote at the general meeting, excluding Redefine and any of its associates.
Accordingly, while the Fountainhead units held or controlled by Redefine and its associates (and accordingly those of
FPTML, the manager of Fountainhead) were taken into account for the purposes of determining a quorum at the
general meeting at which the resolution was considered, they were not taken into account for voting purposes.

Unitholders are advised that at the general meeting of Fountainhead held on Friday, 24 July 2015, the resolution
required to be passed in order to approve the transaction was passed by the requisite majority of unitholders.

Details of the results of voting at the general meeting are as follows:

-        total number of Fountainhead units that could have been voted at the general meeting: 396 562 959 (being the
         total number of issued Fountainhead units, excluding those held by Redefine and its associates); and
-        total number of Fountainhead units that were present/represented at the general meeting: 200 044 165 (being
         50.44% of the total number of Fountainhead units that were eligible to vote at the meeting and 17.20% of the
         total number of issued Fountainhead units).

    Resolution 1: Approval of the transaction and the delisting and winding-up of Fountainhead

    Units voted*                For                           Against                             Abstentions
    200 044 165                 199 550 265, being            493 900, being 0.24690% of          -
                                99.75310% of the units        the units voted
* units excluding abstentions
As the transaction is now unconditional, it will proceed to be implemented in accordance with the following timetable:

       Last day to trade in Fountainhead units on the JSE to participate in the                 Friday, 31 July
       transaction and delisting
       Fountainhead units suspended from trading from the commencement of trade on             Monday, 3 August
       Listing of Redefine consideration shares from the commencement of trade on              Monday, 3 August
       Record date for Fountainhead unitholders to participate in the transaction and to       Friday, 7 August
       receive Redefine consideration shares
       Redefine consideration shares issued to existing Fountainhead unitholders.            Tuesday, 11 August
       Dematerialised Fountainhead unitholders will have their CSDP or broker
       accounts credited with Redefine consideration shares. Until such time as they
       have opened a CSDP or broker account, certificated Fountainhead unitholders
       will have an account in their name at Fountainhead’s transfer secretaries credited
       with dematerialised Redefine consideration shares
       Delisting of Fountainhead units from the JSE at commencement of trade on             Tuesday, 11 August

24 July 2015

Corporate advisor and sponsor to Redefine                       
Sponsor to Fountainhead
Tax advisor to Redefine and Fountainhead
Java Capital

Legal advisor to Redefine
DLA Cliffe Dekker Hofmeyr

Independent expert                                             
Questco Corporate Advisory                                                                

Legal advisor to the independent committee of the board of directors of FPTML
BG Bowman Gilfillan

Financial advisor to Fountainhead
Rand Merchant Bank

Date: 24/07/2015 01:23:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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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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