| Mon 12 May 2008, 15:44 | | PAP/SYA - Pangbourne Properties Limited / Siyathen |
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PAP SYA
PAP SYA
PAP/SYA - Pangbourne Properties Limited / Siyathenga Property Fund Limited -
Results of the scheme meetings
Pangbourne Properties Limited
(Registration No. 1987/002352/06)
Share Code: PAP
ISIN Code: ZAE000005252
("Pangbourne")
Siyathenga Property Fund Limited
(Registration No. 2004/005198/06)
Share Code: SYA
ISIN Code: ZAE000069530
("Siyathenga")
RESULTS OF THE SCHEME MEETINGS
Siyathenga linked unitholders are referred to the scheme meetings of Siyathenga
shareholders` and Siyathenga 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 Siyathenga 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 Siyathenga held by the scheme
members ("the scheme units") for a consideration of 0.55880 new Pangbourne
combined units for every Siyathenga linked unit held, rounded up or down to the
nearest whole number.
Siyathenga 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
Siyathenga linked unitholder on request, free of charge, at Siyathenga`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.
Siyathenga 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 Siyathenga 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 Siyathenga
Java Capital (Proprietary) Limited
Sponsor to Siyathenga
Deloitte & Touche Sponsor Services (Proprietary) Limited
Independent advisor
PKF Corporate Finance (Proprietary) Limited
Attorneys to the scheme
Fluxmans Incorporated
Date: 12/05/2008 15:30:01 Produced by the JSE SENS Department.
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