Finalisation announcement in respect of scheme of arrangement
INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
JSE share code: ING
FINALISATION ANNOUNCEMENT IN RESPECT OF SCHEME OF ARRANGEMENT
Shareholders are referred to the announcements released on SENS on 16 July 2019, 23 August 2019,
26 September 2019 and the Circular dispatched to shareholders on 23 August 2019 relating to:
- a scheme of arrangement in terms of section 114(1)(e) of the Companies Act proposed by the Ingenuity
Board between Ingenuity and the Scheme Participants;
- separate but concurrent to the Scheme, a conditional general offer by Ingenuity to the Eligible
Shareholders in terms of sections 48 and 117(1)(c)(v) of the Companies Act and paragraphs 1.15(c) and
5.69 of the Listings Requirements to acquire all of the General Offer Shares, with such General Offer to
be implemented only if the Scheme fails; and
- the Delisting of all Ingenuity shares from the JSE pursuant to the implementation of the Scheme or, if the
Scheme fails, pursuant to the Delisting Resolution being approved and the General Offer being
The board of Ingenuity is pleased to announce that all outstanding conditions precedent to the Scheme have
now been fulfilled and accordingly, the General Offer has lapsed. The salient dates contained in the Circular in
respect of the implementation of the Scheme and Delisting remain unchanged.
Capitalised terms used in this announcement that are not otherwise defined, bear the meaning ascribed to
them in the Circular.
INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Board, including the Independent Board, accepts responsibility for the information contained in this
announcement and, to the best of their collective knowledge and belief, the information contained in this
announcement is true and this announcement does not omit anything likely to affect the importance of the
22 October 2019
FINANCIAL ADVISER AND TRANSACTION SPONSOR TO INGENUITY
Investec Bank Limited
LEGAL ADVISER TO INGENUITY
BDO Corporate Finance Proprietary Limited
INDEPENDENT REPORTING ACCOUNTANT AND AUDITOR TO INGENUITY
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 22/10/2019 09:00:00
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