| Fri 13 Mar 2009, 16:02 | | RDF/MDN - Redefine/Madison - Salient Dates Announc |
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MDN RDF
MDN RDF
RDF/MDN - Redefine/Madison - Salient Dates Announcement: Scheme Of Arrangement
And Delisting Of Madison
Redefine Income Fund Limited
Registration No. 1999/018591/06
Share Code: RDF
ISIN Code: ZAE000023503
("Redefine" or "the proposer)
Madison Property Fund Managers Holdings Limited
Registration No. 2003/021772/06
Madison Property Fund Managers Limited
Registration No. 2005/021874/06
Share Code: MDN
ISIN: ZAE000080560
("Madison")
SALIENT DATES ANNOUNCEMENT: SCHEME OF ARRANGEMENT AND DELISTING OF MADISON
Linked unitholders are referred to the announcements dated 15 January 2009 and
9 March 2009 in respect the scheme of arrangement in terms of section 311 of
the Companies Act, 1973 (Act 61 of 1973), as amended, proposed by Redefine
between Madison and its linked unitholders in terms of which Redefine will
acquire all of the linked units held by the Madison linked unitholders,
recorded in the register on the record date of the scheme ("scheme
participants"). In terms of the scheme, the scheme participants will receive
90 new Redefine linked units for every 100 Madison linked units held, rounded
up or down to the nearest whole number (the "transaction").
A circular relating to the transaction, together with revised listing
particulars in respect of Redefine, has been dispatched to Madison linked
unitholders today, 13 March 2009.
The salient date regarding the implementation of the transaction are as
follows:
2009
Last day to trade in Madison linked units in order to Friday, 27 March
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 by Thursday, 2 April
close of trading on
Last day for receipt of proxies for the Madison Thursday, 2 April
shareholders` scheme meeting by 10:30
(see note 3 below) on
Last day for receipt of proxies for the Madison Thursday, 2 April
debenture holders` scheme meeting by 11:00
(see note 3 below) on
Madison shareholders` scheme meeting to be held at Monday, 6 April
10:30 on
Madison debenture holders` scheme meeting to be held Monday, 6 April
at 11:00 (or ten minutes after the conclusion of the
Madison shareholders` scheme meeting, whichever is
the later) on
Results of scheme meetings released on SENS on Monday, 6 April
Results of scheme meetings published in the press on Tuesday, 7 April
Receive approval from Competition Authorities Monday, 1 June
(see note 5 below) on
Court hearing to sanction the scheme (hereinafter Tuesday, 9 June
referred to as "the return date") on
Results of Court hearing released on SENS on Wednesday, 10 June
Registration of order by Registrar on Friday, 12 June
Results of Court hearing published in the press on Monday, 15 June
IF THE SCHEME IS SANCTIONED AND BECOMES EFFECTIVE
Finalisation date on Monday, 15 June
Last day to trade in Madison linked units in order to Friday, 26 June
participate in the scheme consideration
(see note 6 below) on
Suspension of listing of Madison linked units at Monday, 29 June
commencement of trading on
Scheme consideration record date, being the date on Friday, 3 July
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 of Monday, 6 July
trading on
Scheme consideration posted to certificated scheme Monday, 6 July
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 (held at Monday, 6 July
their CSDP or broker) updated on
Termination of listing of Madison linked units at the Tuesday, 7 July
commencement of trading on
Notes:
1. All dates and times may be changed by mutual agreement between Madison
and the proposer and/or may be subject to certain regulatory approvals.
Any change will be released on SENS and published in the press.
2. Madison 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 Madison linked units after Friday, 27 March
2009 will not be eligible to vote at the scheme meeting, but will,
provided the scheme is approved and they acquire the Madison linked units
prior to Friday, 26 June 2009, participate in the scheme consideration.
3. 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 any postponed or adjourned
scheme meeting is due to commence or re-commence.
4. All times given in this announcement are local times in South Africa.
5. 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.
6. Madison linked unit certificates may not be dematerialised after Friday,
26 June 2009.
13 March 2009
Corporate advisor, legal advisor and sponsor to Redefine
and sponsor to Madison
Java Capital (Proprietary) Limited
Independent advisor to Madison
Grant Thornton Corporate Finance
Attorneys to the scheme
Fluxmans Inc.
Independent sponsor to Madison
Deloitte & Touche Sponsor Services (Proprietary) Limited
Date: 13/03/2009 15:55:01 Produced by the JSE SENS Department.
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employees and agents accept no liability for (or in respect of) any direct,
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