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Results of Ascension scheme meetings
ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/026141/06)
JSE share code: AIA ISIN: ZAE000161881
JSE share code: AIB ISIN: ZAE000161899
(Approved as a REIT by the JSE)
(“Ascension” or “the company”)
RESULTS OF ASCENSION SCHEME MEETINGS
Ascension linked unitholders are referred to the announcement released on SENS on Tuesday, 24 February 2015 regarding the
firm intention of Rebosis Property Fund Limited (“Rebosis”) to make an offer to acquire the entire B linked unit capital of
Ascension that Rebosis does not already own (the “B offer”) and to make a comparable offer to acquire the entire A linked unit
capital of Ascension that Rebosis does not already own (the “A offer”) by way of -
- a scheme of arrangement (“B scheme”) 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 (“Ascension board”) between Ascension and the holders of
Ascension B linked units (“Ascension B linked unitholders”); and
- a scheme of arrangement (“A scheme”) in terms of section 114 of the Companies Act, to be proposed by the Ascension
board between Ascension and the holders of Ascension A linked units (“Ascension A linked unitholders”).
On Wednesday, 22 April 2015 circulars together with notices of meetings were posted to Ascension B linked unitholders and
Ascension A linked unitholders, respectively.
Ascension linked unitholders are now advised that:
- at the A debenture scheme meeting held on Friday, 22 May 2015, the resolutions required to approve the A scheme were
not approved by the requisite majority of A debenture holders;
- at the A share scheme meeting held on Friday, 22 May 2015, the resolutions required to approve the A scheme were not
approved by the requisite majority of A shareholders;
- at the B debenture scheme meeting held on Friday, 22 May 2015, all the resolutions tabled thereat were passed by the
requisite majority of B debenture holders;
- at the B share scheme meeting held on Friday, 22 May 2015, all the resolutions tabled thereat were passed by the requisite
majority of B shareholders.
Accordingly, subject to the fulfilment or waiver, as the case may be, of the outstanding conditions precedent to the B scheme, the
B scheme will be implemented, but not the A scheme. A further announcement or announcements will be released regarding the
fulfilment and/or waiver of the outstanding conditions precedent to the B scheme at the appropriate time.
Details of the results of voting at the A debenture scheme meeting are as follows:
- total number of Ascension A debentures in issue: 308 860 859
- total number of Ascension A debentures that could have been voted at the A debenture scheme meeting: 280 859 231
- total number of Ascension A debentures that were present/represented at the A debenture scheme meeting: 257 090 843
being 91.54% of the total number of Ascension A debentures that could have been voted at the A debenture scheme
meeting.
A debenture holder special resolution 1: Approval of the A unit scheme in terms of section s 114 and 115 of the Companies Act
A debentures voted* For Against Abstentions^
257 090 843 76 931 301, being 29.92378% 180 159 542, being 70.07622% 23 558, being 0.00763%
A debenture holder ordinary resolution 1: General Authority
A debentures voted* For Against Abstentions^
257 090 843 76 931 301, being 29.92378% 180 159 542, being 70.07622% 23 558, being 0.00763%
* A debentures excluding abstentions.
^ in relation to total number of A debentures in issue.
Details of the results of voting at the A share scheme meeting are as follows:
- total number of Ascension A shares in issue: 308 860 859
- total number of Ascension A shares that could have been voted at the A share scheme meeting: 280 859 231
- total number of Ascension A shares that were represented at the A share scheme meeting: 257 201 473 being 91.58% of the
total number of Ascension A shares that could have been voted at the A share scheme meeting.
A shareholder special resolution 1: Approval of the A unit scheme in terms of section s 114 and 115 of the Companies Act
A shares voted* For Against Abstentions^
257 201 473 76 958 031, being 29.92130% 180 243 442, being 70.07869% 107 358, being 0.03475%
A shareholder ordinary resolution 1: General Authority
A shares voted* For Against Abstentions^
257 201 473 77 041 831, being 29.95388% 180 159 642, being 70.04612% 23 558, being 0.00763%
* A shares excluding abstentions.
^ in relation to total number of A shares in issue.
Details of the results of voting at the B debenture scheme meeting are as follows:
- total number of Ascension B debentures in issue: 376 359 014
- total number of Ascension B debentures that could have been voted at the B debenture scheme meeting: 184 420 013
- total number of Ascension B debentures that were represented at the B debenture scheme meeting: 112 375 885 being
60.93% of the total number of Ascension B debentures that could have been voted at the A debenture scheme meeting.
B debenture holder special resolution 1: Approval of the B unit scheme in terms of section s 114 and 115 of the Companies Act
B debentures voted* For Against Abstentions^
112 375 885 109 224 707, being 97.23981% 3 100 381, being 2.76019% 50 797, being 0.01350%
B debenture holder ordinary resolution 1: General Authority
B debentures voted* For Against Abstentions^
112 375 885 109 224 707, being 97.23981% 3 100 381, being 2.76019% 50 797, being 0.01350%
* B debentures excluding abstentions.
^ in relation to total number of B debentures in issue.
Details of the results of voting at the B share scheme meeting are as follows:
- total number of Ascension B shares in issue: 376 359 014
- total number of Ascension B shares that could have been voted at the B share scheme meeting: 184 420 013
- total number of Ascension B shares that were represented at the B share scheme meeting: 115 375 885 being 62.56% of the
total number of Ascension B shares that could have been voted at the B share scheme meeting.
B shareholder special resolution 1: Approval of the B unit scheme in terms of section s 114 and 115 of the Companies Act
B debentures voted* For Against Abstentions^
115 375 885 112 224 707, being 97.23981% 3 100 381, being 2.68838% 50 797, being 0.01350%
B shareholder ordinary resolution 1: General Authority
B debentures voted* For Against Abstentions^
115 375 885 112 224 707, being 97.23981% 3 100 381, being 2.68838% 50 797, being 0.01350%
* B shares excluding abstentions.
^ in relation to total number of B shares in issue.
The B scheme remains subject to, inter alia:
- the implementation of the conversion of Rebosis’ current linked unit capital structure to an all-share capital structure;
- the implementation of the authorised share capital increase by Rebosis in order for Rebosis to meet all of its obligations in
relation to the B scheme;
- the consent of the lenders in terms of the debt funding agreements entered into by Ascension to the acquisition of
Ascension by Rebosis; and
- prior to the offer and the schemes becoming unconditional, there shall not have arisen or occurred (or might reasonably be
expected to arise or incur) a material adverse event which could reasonably be expected to be adverse with regard to the
operations, continued existence, business, condition, assets and liabilities of any of Ascension and/or Ascension Property
Management Company Proprietary Limited.
22 May 2015
Corporate advisor, debenture trustee and sponsor
Java Capital
Independent reporting accountants
Sizwe Ntsaluba Gobodo
Independent expert
Mazars Corporate Finance (Pty) Ltd
Legal advisor to the transaction
DLA Cliffe Dekker Hofmeyr
Date: 22/05/2015 05:34:00 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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