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INGENUITY PROPERTY INVESTMENTS LIMITED - Posting of Circular and Notice of General Meeting

Release Date: 23/08/2019 16:30
Code(s): ING     PDF:  
 
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Posting of Circular and Notice of General Meeting

INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
JSE share code: ING
ISIN: ZAE000127411
(“Ingenuity”)


POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING



1. INTRODUCTION

  Ingenuity Shareholders are referred to the firm intention announcement published on SENS on
  16 July 2019, and the extension to the posting of the circular published on SENS on 15 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
        implemented.

   Capitalised terms used in this announcement that are not otherwise defined, bear the meaning ascribed
   to them in the Circular (defined in paragraph 2 below).

2. POSTING OF THE CIRCULAR AND NOTICE OF GENERAL MEETING

  The circular, setting out the terms and conditions of the Transaction (“Circular”), was posted to
  Shareholders on Friday, 23 August 2019.

  The Circular also contains a notice convening a general meeting of the Ingenuity Shareholders to be held
  at 11:00 on Thursday, 26 September 2019 at Suite 102, 1st Floor, Intaba Building, 25 Protea Road,
  Claremont, Cape Town (“General Meeting”).

  The Circular is also available for inspection in electronic format on Ingenuity’s website,
  www.ingenuityproperty.com. A copy of the Circular will also be available for inspection during normal office
  hours from 11:00 to 17:00 from 23 August 2019 up to and including the date of the General Meeting on
  26 September 2019, at the registered offices of Ingenuity.
3. SALIENT DATES AND TIMES

  The salient dates and times relating to the Transaction are set out below:

                                                                                                2019

   Record date to determine which Ingenuity Shareholders are eligible to receive              Friday,
   this Circular (Record Date)                                                             16 August

   Circular posted to Ingenuity Shareholders and details notice convening the                 Friday,
   General Meeting published on SENS on                                                     23 August

   Notice of posting of this Circular and notice of General Meeting published in the          Monday,
   South African press                                                                      26 August

   Scheme and General Offer Opening Date at 11h00 on                                          Monday,
                                                                                            26 August

   Last day to trade Ingenuity Shares in order to be recorded in the Register to              Tuesday,
   attend, participate and vote at the General Meeting (Voting Last Day to Trade)         17 September
   on

   Record date for Ingenuity Shareholders to be recorded in the register in order to           Friday,
   be eligible to attend, participate and vote at the General Meeting, being the          20 September
   Scheme Voting Record Date, by close of trade on

   Last day and time to lodge Forms of Proxy with the Transfer Secretaries by                  Monday,
   11:00 on                                                                               23 September

   Last date for Ingenuity Shareholders to give notice to Ingenuity of their                 Thursday,
   objections to the Scheme Special Resolution in terms of section 164(3) of the          26 September
   Companies Act by no later than 11:00 on

   Forms of Proxy not lodged with the Transfer Secretaries to be handed to the                Thursday,
   chairperson of the General Meeting at any time before the proxy exercises any           26 September
   rights of the Ingenuity Shareholder at the General Meeting on

   General Meeting to be held at 11:00 on                                                     Thursday,
                                                                                           26 September

   Results of the General Meeting released on SENS on or about                                  Friday,
                                                                                           27 September

   Results of General Meeting published in the South African press on or about                 Friday,
                                                                                          27 September

   If the Scheme is approved by Ingenuity Shareholders at the General
   Meeting:

   Last day for Shareholders who voted against the Scheme to require Ingenuity to           Thursday,
   seek Court approval for the Scheme in terms of section 115(3)(a) of the                  3 October
   Companies Act, if at least 15% of the total votes of shareholders at the General
   Meeting were exercised against the Scheme on

   Last date on which Ingenuity Shareholders who voted against the Scheme to be              Thursday,
   granted leave by a Court for a review of the Scheme in terms of section                  10 October
   115(3)(b) of the Companies Act if the Scheme Special Resolution is approved by
   Shareholders at the General Meeting (where applicable) on

   Last date for Ingenuity to give notice of adoption of the Scheme Special                   Thursday,
   Resolution approving the Scheme to Dissenting Shareholders in accordance                  10 October
   with section 164(4) of the Companies Act on

   The following dates assume that no Court approval or review of the
   Scheme is required and will be confirmed in the finalisation announcement
   if the Scheme becomes unconditional

   Finalisation announcement with regard to the Scheme published on SENS                       Tuesday,
   (assuming no Shareholder exercises their right in terms of section 115(3)(a) or            22 October
   section 115(3)(b) of the Companies Act) expected to be on or about

   Finalisation announcement published in the South African Press expected to be              Wednesday,
   on or about                                                                                23 October

   Expected last day to trade, being the last day to trade Ingenuity Shares on the              Tuesday,
   SE in order to participate in the Scheme ("Scheme Last Day to Trade")                      29 October

   Expected suspension of listing of Ingenuity Shares on the JSE at the                       Wednesday,
   commencement of trade                                                                      30 October
 
   Expected Scheme Consideration Record date, being the date on which                           Friday,
   Scheme Participants must be recorded in the register to receive the Scheme                1 November
   Consideration, by close of trade

   Expected Operative Date on or about                                                          Monday,
                                                                                             4 November

   Scheme Consideration expected to be sent by EFT or by cheque to Scheme                        Monday,
   Participants who are Certificated Ingenuity Shareholders and who have lodged               4 November
   their Form of Election, Surrender and Transfer with the Transfer Secretaries on
   or prior to 12:00 on the Scheme Consideration Record Date, on or about

   Dematerialised Scheme Participants expected to have their accounts (held at                   Monday,
   their CSDP or Broker) credited with the Scheme Consideration on or about                   4 November

  Expected Date for termination of the listing of Ingenuity Shares in terms of the              Tuesday,
  Scheme at the commencement of trade on the JSE                                              5 November

  If the Scheme does not become unconditional and the General Offer is
  implemented:

  Expected finalisation announcement published on SENS                                           Tuesday,
                                                                                               22 October

  Expected date of lodging an application for the termination of listing of the                  Tuesday,
  Shares on the JSE                                                                            22 October

  Expected finalisation announcement published in the South African press                       Wednesday,
                                                                                                23 October

  First date on which the General Offer Consideration is expected to be sent by                    Friday,
  EFT or by cheque to General Offer Participants who are Certificated                           25 October
  Shareholders who have lodged their Form of Acceptance and Transfer with the
  Transfer Secretaries on or prior to the General Offer being declared wholly
  unconditional on or about

  First date on which Dematerialised General Offer Participants are expected to                   Friday,
  have their accounts with their Broker or CSDP credited with the General Offer                25 October
  Consideration on or about

  Expected last day to trade to take up the General Offer                                         Tuesday,
                                                                                                29 October

  Expected suspension of the listing of the Shares at the commencement of trade                 Wednesday,
  on the JSE                                                                                   30 October

  Expected General Offer record date                                                               Friday,
                                                                                                1 November

  Expected General Offer Closing Date. Forms to be submitted by 12:00 on                           Friday,
                                                                                                1 November

  Last date on which the General Offer Consideration is expected to be sent by                     Monday,
  EFT or by cheque to General Offer Participants who are Certificated                           4 November
  Shareholders who have lodged their Form of Acceptance and Transfer with the
  Transfer Secretaries on or prior to the last day to trade to take up the General
  Offer on or about

  Last date on which Dematerialised General Offer Participants are expected to                    Monday,
  have their accounts with their Broker or CSDP credited with the General Offer                4 November
  Consideration on or about

  Expected termination of the listing of the Shares at commencement of trade on                   Tuesday,
  the JSE                                                                                       5 November

4. INDEPENDENT BOARD RESPONSIBILITY STATEMENT

  The Ingenuity Independent Board accepts responsibility for the information contained in this
  announcement and, to the best of its knowledge and belief, confirms that the information contained is true
  and this announcement does not omit anything likely to affect the importance of such information.

CAPE TOWN
23 August 2019



LEGAL ADVISER TO INGENUITY
Webber Wentzel


FINANCIAL ADVISER AND TRANSACTION SPONSOR TO INGENUITY
Investec Bank Limited


INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited


INDEPENDENT REPORTING ACCOUNTANT AND AUDITOR TO INGENUITY
Mazars


SPONSOR
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 23/08/2019 04:30:00
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