| Fri 9 May 2008, 16:56 | | DIV - Diversified Property Fund Limited - Notice O |
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DIV
DIV
DIV - Diversified Property Fund Limited - Notice Of Diversified Debenture
Holders` Scheme Meeting
Diversified Property Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2005/029685/06
Share code: DIV & ISIN: ZAE000072369
("Diversified")
NOTICE OF DIVERSIFIED DEBENTURE HOLDERS` SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
Case number08/12763
In the ex parte application of -
Diversified Property Fund Limited Applicant
(Registration number 2005/029685/06)
NOTICE OF DIVERSIFIED DEBENTURE HOLDERS` SCHEME MEETING
Under authority of an Order of the High Court of South Africa (Witwatersrand
Local Division) ("the Court") issued in the above matter on Tuesday, 6 May 2008,
this notice serves to convene a meeting ("the debenture holders` scheme
meeting") of the linked unitholders of the Applicant in their capacity as
creditors of the Applicant in respect of the debentures in the Applicant held by
them (other than Resilient Property Income Fund Limited ("Resilient" or "the
proposer") (the linked units held by the proposer comprising "the excluded
units")) who are recorded in the register of the Applicant as such at 17:00 on
Wednesday, 28 May 2008 ("the scheme members").
The debenture holders` scheme meeting will be held at 10:30 (or ten minutes
after the conclusion of the scheme meeting of the linked unitholders of the
Applicant in their capacity as shareholders of the Applicant, whichever is the
later) on Monday, 2 June 2008, at 4th Floor, Rivonia Village, Rivonia Boulevard,
Rivonia, 2191. Mr Christopher Haig Ewing (or failing him, Mr Ian Keith Hayes)
has been appointed by the Court as Chairman of the debenture holders` scheme
meeting and the Chairman`s address is c/o Cliffe Dekker Inc., 4th Floor, 1
Protea Place, Sandown, Sandton, 2196 (Private Bag X7, Benmore, 2010).
The purpose of the debenture holders` scheme meeting is to consider and, if
deemed fit, agree (with or without modification agreed to between the proposer
and the Applicant) to the scheme of arrangement ("the scheme") proposed by the
proposer between the Applicant and the scheme members in their capacity as
creditors of the Applicant in respect of the debentures in the Applicant held by
them. The object of the scheme is that, subject to the fulfilment of certain
conditions precedent which are stated in paragraph 5.2 of the scheme of
arrangement contained in the circular to the Applicant`s linked unitholders
dated 9 May 2008 ("the circular"), the proposer will acquire all of the linked
units in the Applicant that it does not already own from the Applicant`s linked
unitholders (other than the proposer) who are recorded in the register as such
on the scheme consideration record date (as referred to in the circular and
which is expected to be Friday, 27 June 2008) ("the scheme participants"). In
terms of the scheme, the scheme participants will receive the scheme
consideration for every linked unit in the Applicant held on the scheme
consideration record date. The scheme consideration is 0.43750 Resilient linked
units for every linked unit in the Applicant (rounded up or down to the nearest
whole number according to the rounding principle).
Copies of the scheme, the Explanatory Statement in terms of sections
312(1)(a)(i) and 312(2) of the Companies Act, 1973 (Act 61 of 1973) ("the Act")
which explains the scheme, the Valuation Statement in terms of sections
312(1)(a)(ii) and 312(2) of the Act, the Statement of the interests of the
directors and trustees in terms of sections 312(1)(a)(iii) and 312(2) of the
Act, the Additional Information required by the JSE Limited and Securities
Regulation Panel, the relevant form of proxy and the Order of Court convening
the debenture holders` scheme meeting are included in the circular of which this
notice forms part and copies thereof may be inspected at and may, on request, be
obtained free of charge, during normal business hours for at least 2 weeks prior
to the date of the debenture holders` scheme meeting from the registered address
of the Applicant being 4th Floor, Rivonia Village, Rivonia Boulevard, Rivonia,
2191 or from the office of the Chairperson, being c/o Cliffe Dekker Inc., 4th
Floor, 1 Protea Place, Sandown, Sandton, 2196, by any scheme member.
Each scheme member who holds certificated linked units in the Applicant
("certificated scheme member") or who holds dematerialised linked units in the
Applicant through a Central Securities Depository Participant ("CSDP") and has
"own name" registration ("dematerialised own name scheme member"), may attend,
speak and vote in person at the debenture holders` scheme meeting or any
postponed or adjourned debenture holders` scheme meeting, or may appoint one or
more proxies (who need not be linked unitholders of the Applicant) to attend,
speak and vote at the debenture holders` scheme meeting in the place of such
certificated scheme member or dematerialised own name scheme member. A form of
proxy (white) for this purpose, for completion by certificated scheme members
and dematerialised own name scheme members only, is included in the circular,
which was posted to scheme members at their addresses as recorded in the
register of certificated linked unitholders and the sub-register of holders of
dematerialised linked units of the Applicant as at the close of business on the
date being not more than four business days before the date of such posting. If
more than one person is appointed on a single form of proxy, then only one of
those proxies (in order of appointment) will be entitled to exercise that proxy.
In the case of joint certificated scheme members and joint dematerialised own
name scheme members, the vote of the senior certificated scheme member or senior
dematerialised own name scheme member (seniority will be determined by the order
in which the names of the joint certificated scheme members or joint
dematerialised own name scheme members stand in the Applicant`s register of
linked unitholders) who tenders a vote (whether in person or by proxy) will be
accepted to the exclusion of the vote of the other joint certificated scheme
member/s or joint dematerialised own name scheme member/s.
Properly completed white forms of proxy must be lodged with or posted to the
transfer secretaries of the Applicant, Link Market Services South Africa
(Proprietary) Limited, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844,
Johannesburg, 2000) to be received by no later than 10:30 on Thursday, 29 May
2008, or on the business day immediately preceding any postponed or adjourned
debenture holders` scheme meeting, or handed to the Chairman of the debenture
holders` scheme meeting no later than ten minutes before the debenture holders`
scheme meeting or postponed or adjourned debenture holders` scheme meeting is
due to commence or recommence. Notwithstanding the aforegoing, the Chairman of
the debenture holders` scheme meeting may approve in his discretion the use of
any other form of proxy.
Each person who holds a beneficial interest in dematerialised linked units in
the Applicant and who does not have "own name" registration ("dematerialised
scheme member") may attend, speak and vote in person at the debenture holders`
scheme meeting or any postponed or adjourned debenture holders` scheme meeting
only if such dematerialised scheme member informs his/her CSDP or broker
timeously of his/her intention to attend and vote at the debenture holders`
scheme meeting or any postponed or adjourned debenture holders` scheme meeting
or be represented by proxy thereat in order for his/her CSDP or broker to issue
him/her with the necessary letter of representation to do so or such
dematerialised scheme member provides his/her CSDP or broker timeously with
his/her voting instruction should such dematerialised scheme member not wish to
attend the debenture holders` scheme meeting or postponed or adjourned debenture
holders` meeting in person in order for his/her CSDP or broker to vote in
accordance with his/her instruction at the debenture holders` scheme meeting or
postponed or adjourned meeting. The CSDP or broker will then provide the
transfer secretaries of the Applicant with white proxy forms in terms of each
individual dematerialised scheme member`s instruction.
The Order of Court convening the debenture holders` scheme meeting requires the
Chairman to report on the debenture holders` scheme meeting to the above
Honourable Court at 10:00 or so soon thereafter as counsel may be heard on
Tuesday, 10 June 2008. During normal business hours in the week preceding that
date a free copy of the Chairman`s report to Court will be available to any
scheme member at the Chairman`s office and the Applicant`s registered office
referred to in paragraph 4.
Christopher Haig Ewing
Chairman of the debenture holders` scheme meeting
Date: 6 May 2008
FLUXMANS INCORPORATED
Attorneys for Applicant
11 Biermann Avenue, Rosebank
JOHANNESBURG
Tel: (011) 328-1700
Fax: (011) 880-2261
Ref: S Slom/C Wannell/00098581
Date: 09/05/2008 16:56:01 Produced by the JSE SENS Department.
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