| Fri 9 May 2008, 16:58 | | RES - RES - Resilient Property Income Fund Limited |
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DIV RES
DIV RES
RES - RES - Resilient Property Income Fund Limited/Diversified Property Fund
Limited/ - Important Dates And Times And Withdrawal Of Cautionary
Resilient Property Income Fund Limited
RES (Incorporated in the Republic of South Africa)
Registration number 2002/016851/06
Share code: RES & ISIN: ZAE000043642
("Resilient")
Diversified Property Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2005/029685/06
Share code: DIV & ISIN: ZAE000072369
("Diversified")
IMPORTANT DATES AND TIMES AND WITHDRAWAL OF CAUTIONARY
Resilient and Diversified linked unitholders are referred to the previous
announcement in relation to the scheme of arrangement in terms of section 311 of
the Companies Act, 1973 (Act 61 of 1973), as amended ("the scheme"), proposed by
Resilient ("the proposer") between Diversified and its linked unitholders (other
than the proposer) in terms of which the proposer will acquire all of the linked
units held by the Diversified linked unitholders (other than the proposer),
recorded in the register on the record date of the scheme ("scheme
participants"). In terms of the scheme, the scheme participants will receive
0.43750 new Resilient linked units for every Diversified linked unit held,
rounded up or down to the nearest whole number ("scheme consideration").
CIRCULAR
A circular relating to the scheme was posted to Diversified linked unit holders
on Friday, 9 May 2008.
The important dates and times for the scheme are as follows:
2008
Last day to trade in Diversified linked units in Wednesday, 21 May
order to be recorded in the register to vote at
the scheme meetings (see note 2 below) on
Voting record date to vote at the scheme meetings Wednesday, 28 May
by close of trading on
Last day for receipt of proxies for the Thursday, 29 May
Diversified shareholders` scheme meeting by 10:00
(see note 3 below) on
Last day for receipt of proxies for the Thursday, 29 May
Diversified debenture holders` scheme meeting by
10:30 (see note 3 below) on
Diversified shareholders` scheme meeting to be Monday, 2 June
held at 10:00 on
Diversified debenture holders` scheme meeting to Monday, 2 June
be held at 10:30 (or ten minutes after the
conclusion of the Diversified shareholders`
scheme meeting, whichever is the later) on
Results of scheme meetings released on SENS on Monday, 2 June
Results of scheme meetings published in the press Tuesday, 3 June
on
Receive approval from Competition Authorities Wednesday, 4 June
(see note 5 below) on
Court hearing to sanction the scheme (hereinafter Tuesday, 10 June
referred to as "the return date") on
Results of Court hearing released on SENS on Tuesday, 10 June
Register order with Registrar on Wednesday, 11 June
Results of Court hearing published in the press Wednesday, 11 June
on
If the scheme is sanctioned and becomes
effective:
Finalisation date Wednesday, 11 June
Last day to trade in order to participate in the Friday, 20 June
scheme consideration (see note 6 below)
Suspension of listing of Diversified linked units Monday, 23 June
at commencement of trading on
Scheme consideration record date, being the date Friday, 27 June
on which scheme participants must be recorded in
the register to receive the scheme consideration,
by close of trading on
Operative date of the scheme at the commencement Monday, 30 June
of trading on
Scheme consideration posted to certificated Monday, 30 June
scheme participants (if documents of title are
received on or prior to 12:00 on the scheme
consideration record date) on or about
Dematerialised scheme participants` accounts Monday, 30 June
(held at their CSDP, banker or broker) updated on
Termination of listing of Diversified linked Monday, 30 June
units at the commencement of trading on
Notes:
All dates and times may be changed by mutual agreement between Diversified and
the proposer and/or may be subject to certain regulatory approvals. Any change
will be released on SENS and published in the press.
Affected Diversified linked unitholders should note that as transactions in
linked units are settled in the electronic settlement system used by Strate,
settlement of trades takes place five business days after such trade. Therefore
persons who acquire Diversified linked units after Friday, 16 May 2008 will not
be eligible to vote at the scheme meeting, but will, provided the scheme is
approved and they acquire the Diversified linked units prior to Friday, 20 June
2008, participate in the scheme consideration.
If a form of proxy is not received by the time and date shown above, it may be
handed to the chairman of the relevant scheme meeting not later than 10 minutes
before that scheme meeting or adjourned scheme meeting is due to commence or
recommence.
All times given in this circular are local times in South Africa.
To the extent that approval from the Competition Authorities is not obtained on
or before the return date and should the scheme be sanctioned, an announcement
will be made on SENS and in the press advising scheme participants of the final
date, the scheme consideration record date and the expected operative date.
Diversified linked unit certificates may not be dematerialised after Friday, 20
June 2008.
WITHDRAWAL OF CAUTIONARY
Caution is no longer required to be exercised by Diversified linked unitholders
when dealing in their securities.
9 May 2008
Corporate advisor, legal advisor and sponsor to the proposer and
sponsor to Diversified
Java Capital (Proprietary) Limited
Attorneys to the scheme
Fluxmans Inc.
Date: 09/05/2008 16:58:01 Produced by the JSE SENS Department.
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