| Mon 12 May 2008, 15:31 | | PAP / IFR - Pangbourne / iFour - Results Of The Sc |
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IFR PAP
IFR PAP
PAP / IFR - Pangbourne / iFour - Results Of The Scheme Meetings
Pangbourne Properties Limited
(Registration No. 1987/002352/06)
Share Code: PAP
ISIN Code: ZAE000005252
("Pangbourne")
iFour Properties Limited
(Registration No. 2001/016118/06)
Share Code: IFR
ISIN Code: ZAE000039236
("iFour")
RESULTS OF THE SCHEME MEETINGS
iFour linked unitholders are referred to the scheme meetings of iFour
shareholders` and iFour debenture holders` held on Monday, 12 May 2008 in
respect of the scheme of arrangement ("the scheme") in terms of section 311
of the Companies Act (Act 61 of 1973, as amended) ("the Act") proposed by
Pangbourne ("the proposer"), between iFour and its linked unitholders (other
than the proposer) ("the scheme members"). In terms of the scheme the
proposer will acquire all of the linked units in iFour held by the scheme
members ("the scheme units") for a consideration of 0.79410 new Pangbourne
combined units for every iFour linked unit held, rounded up or down to the
nearest whole number.
iFour linked unitholders are advised that the requisite majority of scheme
members approved the scheme at the scheme meetings.
The Chairman of the scheme meeting is to report back to the High Court of
South Africa (Witwatersrand Local Division) ("the Court") on Tuesday, 20 May
2008 ("the return date") for the sanctioning of the scheme. Scheme members
are entitled to attend or be represented by counsel at the Court on the
return date. Copies of the Chairman`s report on the scheme meetings will be
available to any iFour linked unitholder on request, free of charge, at
iFour`s registered office (2nd Floor, Pangbourne House, 382 Jan Smuts Avenue,
Craighall, Johannesburg, 2196) and at the offices of the Chairman c/o Cliffe
Dekker Incorporated, Fourth Floor, 1 Protea Place, Sandown, Sandton, 2196)
during normal business hours at least one week before the return date.
iFour linked unitholders are advised that:
- the Competition Authorities have unconditionally approved the
acquisition by the proposer of the scheme units; and
- Pangbourne shareholders and debenture holders have passed the requisite
resolutions required for the issue of Pangbourne combined units in
settlement of the scheme consideration payable to iFour scheme
participants.
Accordingly, the only outstanding conditions to the scheme are as follows:
- the Court sanctioning the scheme on the return date; and
- a notarially certified copy of the Order of Court sanctioning the scheme
being registered by the Companies and Intellectual Property Registration
Office in terms of the Act.
Further announcements regarding the date on which the scheme will be
implemented will be released on SENS and published in the press in due
course.
12 May 2008
Corporate advisor, legal advisor and sponsor to the proposer and transaction
sponsor to iFour
Java Capital (Proprietary) Limited
Sponsor to iFour
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Independent advisor
PKF Corporate Finance (Proprietary) Limited
Attorneys to the scheme
Fluxmans Incorporated
Date: 12/05/2008 15:31:01 Produced by the JSE SENS Department.
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