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Results of Scheme Meeting
ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000201695
("Orion" or “the Company”)
RESULTS OF SCHEME MEETING
1. Introduction
Shareholders are advised that, at the Scheme Meeting held on Wednesday,
13 November 2019, the special and ordinary resolution set out in the Notice of
Scheme Meeting (which was dispatched to shareholders together with the circular
dated Wednesday, 16 October 2019 (“Circular”)), were passed by the requisite
eligible majority shareholders (as described in the Notice of Scheme Meeting).
Words and expressions in this announcement shall have the same meaning as
assigned to them in the Circular.
2. Results of Scheme Meeting
Details of the results of the voting at the Scheme Meeting are set out below:
Total number of Shares in issue 642 529 257
Total number of Shares eligible to vote, i.e. 49 516 243
excluding 593 013 014 Shares held in
aggregate by the Controlling Shareholder
and its associates (being F Gmeiner, AC
Gmeiner, and the children of F Gmeiner
and AC Gmeiner)
Total number of Shares present or 39 992 022, being 6.22% of the total
represented at the Scheme Meeting in issued share capital of Orion and
person or by proxy 80.77% of the total voteable share
capital of Orion
The following table reflects the resolutions proposed at the Scheme Meeting as
well as the voting results in respect of each of the resolutions proposed:
Shares
Total Shares voted Shares
number of voted for against abstained
Resolution proposed Shares voted (% of total (% of total (% of total
(excluding Shares Shares voteable
abstentions) voted) voted) Shares)
Special Resolution 1 39 992 022 36 053 363 3 938 659 -
Implementation of (90.15%) (9.85%)
the Scheme
Ordinary Resolution 1 39 992 022 36 053 363 3 938 659 -
Authorising resolution (90.15%) (9.85%)
3. Conditions Precedent and remaining salient dates and times
Shareholders will be advised once all the Conditions Precedent as set out in the
Circular have been fulfilled. A finalisation announcement will be made in
accordance with the indicative dates and times as detailed in the Circular.
4. Shareholders are reminded that, as stated in the Circular:
4.1 a Scheme Participant may, for a period of 6 (six) months from the date of the
Delisting, purchase his/her Shares back from the Offeror at the price at which
such shares were acquired by the Offeror in terms of the Scheme, without
interest; and
4.2 the Board may consider a listing of the Shares on another licensed stock
exchange in due course in pursuit of Orion reacquiring its REIT status.
Shareholders are advised to access the Company’s website at
https://www.oriongroup.co.za/orion-real-estate/ post the Delisting for further
information in this regard.
Johannesburg
13 November 2019
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 13/11/2019 01:45:00
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