Wrap Text
Posting of Circular and Resolutions of Shareholders in terms of section 60 of the Companies Act
Transcend Residential Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2016/277183/06)
(JSE Share Code: TPF ISIN ZAE000227765)
(Approved as a REIT by the JSE)
(“Transcend” or “the Company”)
POSTING OF CIRCULAR AND RESOLUTIONS OF SHAREHOLDERS IN TERMS OF SECTION 60 OF THE COMPANIES ACT
1. INTRODUCTION
Transcend shareholders (“Shareholders”) are referred to the announcements released by Transcend on the Stock Exchange News
Service (“SENS”) on 8 October 2018 and 19 November 2018 relating to the proposed acquisition by Transcend of:
• 1,983 residential units, spread across seven properties for a purchase consideration of R1.21 billion from International Housing
Solutions Residential Partners 1 (RF) Proprietary Limited (“IHS Res 1”) (“IHS Res 1 Transactions”); and
• 176 residential sectional title units in two sectional schemes known as Protea Glen (“Protea Glen”) for R60 million (“Protea Glen
Transaction”) from Sunnyshore Trade and Invest 105 Proprietary Limited (which is effectively 100% owned by SAWHF PVE (SA),
collectively (“the Proposed Transactions”).
2. POSTING OF CIRCULAR AND RESOLUTIONS OF SHAREHOLDERS
Shareholders are hereby advised that Transcend has today, Thursday, 22 November 2018, posted a circular to Shareholders, containing
full details of the Proposed Transactions, including, inter alia, a notice of written resolutions in terms of section 60 of the Companies Act,
71 of 2008, as amended (“Companies Act”) (“the Circular”).
Notice is hereby given (“the Notice”) that the board of directors of the Company (“Directors”) has resolved to submit, pursuant to section
60 of the Companies Act, resolutions to be considered and voted on in writing by Shareholders relating to:
- authority to issue shares as required in terms of section 41(3) of the Companies Act; and
- approval of the Proposed Transactions as a reverse take-over and related party transaction in terms of the JSE Listings Requirements,
(“the Resolutions”).
The Circular and Notice are available to be viewed on the Company’s website, www.transcendproperty.co.za/investor-information/. The
record date for the purpose of voting on the Resolutions (being the date on which a Shareholder had to be registered in the securities
register of the Company in order to vote on the Resolutions and to be entitled to receive the Notice) was Friday, 9 November 2018 (“Record
Date”). Forms of proxy must be received or lodged by no later than Wednesday, 2 January 2019, being the last business day on which the
voting form attached to the Notice may be received by the Company or the transfer secretaries – Link Market Services South Africa
Proprietary Limited (“Transfer Secretaries”).
Section 60(2) of the Companies Act provides that a resolution contemplated in section 60(1) will have been adopted if it is supported by
persons entitled to exercise sufficient voting rights for it to have been adopted as an ordinary or special resolution, as the case may be, at
a properly constituted shareholders’ meeting and, if adopted, has the same force and effect as if it had been approved by voting at a
shareholders’ meeting.
3. IMPORTANT DATES AND TIMES
The salient dates and times relating to the Notice of the Resolutions are set out below:
Record date for determining which Shareholders will be entitled to receive this Notice and to
vote on the Resolutions Friday, 9 November 2018
Circular and Notice of Resolutions posted to Shareholders and released on SENS on Thursday, 22 November 2018
Deemed Date for receipt of the Circular Thursday, 29 November 2018
Proposed Transactions expected to be implemented on3 Saturday, 1 December 2018
Deadline for the exercise of voting rights by Shareholders on the Resolutions by 17:00 on Wednesday, 2 January 2019
Notes:
1. All of the above dates and times are subject to change. Any changes made will be notified to Shareholders by release on SENS.
2. All times given in the Circular are local times in South Africa.
3. The effective date of the Proposed Transactions is the first day of the month following the month in which the conditions precedent as
set out in paragraph Error! Reference source not found. of the Circular are fulfilled or waived. The remaining conditions precedent to
the Proposed Transactions are approval of the Resolutions from Transcend Shareholders, approval from the shareholders of IHS Res 1
of all resolutions necessary to implement the IHS Res 1 Transactions (“IHS Res 1 CP”) and debt funding agreements becoming
unconditional (“Debt CP”). Transcend has received irrevocable commitments from Shareholders to vote in favour of the Resolutions,
therefore in terms of Section 60(2) of the Companies Act it is anticipated that Transcend will receive the requisite number of Shareholder
votes to pass all the Resolutions by Friday, 30 November 2018. Furthermore, Transcend expects the IHS Res 1 CP and Debt CP to be
fulfilled by 30 November 2018.
Johannesburg
22 November 2018
Corporate Advisor and Bookrunner
Tenurey BSM Proprietary Limited
Transaction Designated Advisor
Questco Proprietary Limited
Designated Advisor
Questco Corporate Advisory Proprietary Limited
Legal and Competition Law Advisor
Cliffe Dekker Hofmeyr Inc.
Independent Reporting Accountants and Auditors
KPMG Inc.
Date: 22/11/2018 04:30:00 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,
information disseminated through SENS.
Sharenet Sites 
