Wrap Text
Posting of circular and notice of general meetings
FORTRESS REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes: FFA ISIN: ZAE000248498
FFB ISIN: ZAE000248506
LEI code: 378900FE98E30F24D975
Bond Company code: FORI
(Approved as a REIT by the JSE)
(“Fortress” or the “Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETINGS
Shareholders are referred to the interim results for the six months ended 31 December 2019 wherein the Company
withdrew guidance on a per share basis for the financial year ending 30 June 2020, and to the SENS announcement
published on 17 April 2020 wherein the Company withdrew guidance of distributable earnings and dividends for the
financial year ending 30 June 2020.
Whilst Fortress does not yet have reasonable certainty as to the distributable earnings for the six months ending
30 June 2020, Fortress believes it is prudent to cater for a scenario where Fortress’ distribution for the six months ending
30 June 2020 may be less than the distribution entitlement on the Fortress A shares, being equivalent to the prior year’s
fixed distribution for the six months ended 30 June 2019, escalated by an amount equal to the lesser of 5% or the most
recently available CPI figure (“A Distribution Entitlement”).
In terms of the Company’s Memorandum of Incorporation (“MOI”), should the distributable earnings for the six months
ending 30 June 2020 be less than the A Distribution Entitlement, Fortress would be prohibited from declaring a
distribution that is less than the A Distribution Entitlement and would be obliged to forego the declaration of a
distribution resulting in neither the A shareholders nor the B shareholders receiving a distribution for the six months
ending 30 June 2020.
Accordingly, shareholders are advised that the Company has today issued a circular to Fortress shareholders (the
“circular”) relating to a proposed amendment to the Company’s MOI to provide the Company with the flexibility to
distribute less than the A Distribution Entitlement to A shareholders for the six months ending 30 June 2020, should it
be necessary to do so.
The circular contains a notice of a combined general meeting of A shareholders and B shareholders (“combined general
meeting”) and notice of an A shareholders general meeting (“A shareholders general meeting”) to be held at 10:00
(combined general meeting) and 10:15 (A shareholders general meeting), or 5 minutes after the completion of the
combined general meeting on Wednesday, 29 July 2020 virtually via a remote interactive electronic platform, Microsoft
Teams, and at the offices of Fortress, Block C, Cullinan Place, Cullinan Close, Morningside, 2196, to consider and, if
deemed fit, pass, with or without modification, the resolutions contained in a notice of the combined general meeting
and the notice of the A shareholders general meeting pertaining to the amendment to the MOI. A copy of the circular
incorporating the notice of the combined general meeting and notice of the A shareholders general meeting is available
on Fortress’ website at: https://cmsignition.co.za/download/files_1184/CirculartoamendMOIfor30June2020incomeperiod.pdf
The salient dates and times are set out below:
2020
Last day to trade in Fortress shares in order to be recorded in the register Tuesday, 21 July
on the Voting Record Date
Voting Record Date Friday, 24 July
Recommended last day to lodge forms of proxy for the combined general Monday, 27 July
meeting and A shareholders general meeting with the transfer secretaries,
by 10:00 (combined general meeting) and 10:15 (A shareholders general
meeting). Forms of proxy not delivered by this time may be handed to the
transfer secretaries or to the chairperson of the combined general meeting
or A shareholders general meeting at any time prior to the commencement
of either general meeting or at any time prior to voting on any resolution
proposed at either general meeting, as applicable) on
Combined general meeting held at 10:00 on Wednesday, 29 July
A shareholders general meeting held at the later of 10:15 or 5 minutes
after the completion of the combined general meeting on Wednesday, 29 July
Results of the combined general meeting and A shareholder general Thursday, 30 July
meeting released on SENS on or before
Amendment to the MOI and special resolutions submitted to CIPC for Thursday, 30 July
filing
Special resolution expected to be registered by CIPC Monday, 24 August
Notes
1. All times given are local times in South Africa.
2. All dates and times are subject to change. Any change will be released on SENS.
3. Fortress shareholders should note that as transactions in shares are settled in the electronic settlement system used
by Strate, settlement of a trade takes place three Business Days after such trade. Therefore, persons who acquire
Fortress shares after Tuesday, 21 July 2020 will not be eligible to vote at the combined general meeting or the A
shareholders general meeting.
30 June 2020
Lead sponsor
Java Capital
Joint sponsor
Nedbank Corporate and Investment Banking
Legal advisor
DLA Piper
Date: 30-06-2020 04:17:00
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