| Wed 21 Sep 2011, 11:10 | | RES - Resilient Property Income Fund Limited - Resolutions of the linked |
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RES
RES
RES - Resilient Property Income Fund Limited - Resolutions of the linked
unitholders of Resilient under section 60 of the companies Act, 2008
Resilient Property Income Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2002/016851/06
Share code: RES ISIN: ZAE000043642
("Resilient" or the "company")
RESOLUTIONS OF THE LINKED UNITHOLDERS OF RESILIENT UNDER SECTION 60 OF THE
COMPANIES ACT, 2008
Linked unitholders are advised that the board of directors of Resilient has
resolved (in terms of section 65(2) of the Companies Act, 2008 ("Act")) to
propose special resolutions relating to -
1. the provision of financial assistance (as defined in the Act) to a
related company (as defined in the Act) or an inter-related company
(as defined in the Act) in terms of section 45 of the Act, as
Resilient will be required from time to time to provide financial
assistance to its subsidiaries and certain other companies and
corporations as contemplated in terms of section 45(2) of the Act, in
order for the company and its subsidiaries to carry on business; and
2. the payment of remuneration to Resilient`s directors for their
services as directors in terms of section 66 of the Act, as Resilient
has historically (prior to the Act becoming effective) paid
remuneration to its directors for their services as directors,
(the "proposed special resolutions") for consideration by written consent
of linked unitholders in terms of section 60 of the Act.
In terms of section 60 of the Act, a resolution that could be voted on at a
linked unitholders meeting may instead be submitted for consideration to
the linked unitholders entitled to exercise voting rights in relation to
the resolution, and be voted on in writing by linked unitholders entitled
to exercise voting rights in relation to the resolution, within 20 business
days after the resolution was submitted to them.
Section 60(2) of the Act further provides that a resolution contemplated in
section 60(1) of the Act will have been adopted if it is supported by
persons entitled to exercise sufficient voting rights for it to have been
adopted as an ordinary or special resolution, as the case may be, at a
properly constituted linked unitholders meeting, and if adopted such
resolution will have the same effect as if it had been approved by voting
at a meeting.
Section 65(2) of the Act provides that the board may propose any resolution
to be considered by linked unitholders, and may determine whether that
resolution will be considered at a meeting, or by vote or written consent
in terms of section 60 of the Act. The board of directors of Resilient has
determined by resolution that the proposed special resolutions be
considered by the linked unitholders of Resilient by written consent in
terms of section 60 of the Act.
A letter together with the proposed special resolutions and a form of
written consent ("the linked unitholder letter") was distributed to linked
unitholders of Resilient yesterday, 20 September 2011, which letter sets
out the detailed action required to be taken by linked unitholders in
respect of proposed special resolutions.
The linked unitholder letter is also available to be viewed on Resilient`s
website www.resilient.co.za.
In regard to the action required by linked unitholders, the following
should be noted:
1. Linked unitholders who have dematerialised their linked units (other
than own-name dematerialised linked unitholders) in terms of the
Securities Services Act, 2004 should advise their Central Securities
Depository Participant ("CSDP") or broker as to what action they wish
to take. This must be done in terms of the agreement entered into
between them and their CSDP or broker. Linked unitholders who have
dematerialised their linked units (other than own-name dematerialised
linked unitholders) must not return the form of written consent, set
out in annexure "2" of the linked unitholder letter ("Written
Consent"), to the transfer secretaries. Their instructions must be
sent to their CSDP or broker for action;
2. Certificated linked unitholders and own-name dematerialised linked
unitholders may indicate, by the insertion of the relevant number of
votes exercisable by that linked unitholder in the appropriate box
provided on the Written Consent, how they cast their votes in relation
to the relevant Special Resolutions. Please return a copy of the
completed and signed Written Consent to Link Market Services South
Africa Proprietary Limited (the transfer secretaries of the Company)
within 20 (twenty) business days of the date of receipt thereof at any
one of the following addresses:
2.1 physical address: 13th Floor, Rennei House, 19 Ameshoff Street,
Braamfontein, 2001;
2.2 postal address: Link Market Services South Africa Proprietary
Limited, PO Box 4844, Johannesburg, 2000;
2.3 fax: +27 86 674 2450; and/or
2.4 email: meetfax@linkmarketservices.co.za;
3. Where a linked unitholder has received the linked unitholder letter
attaching the Special Resolutions by means of fax such linked
unitholder is deemed to have received the documents on the date and at
the time recorded by the fax receiver, unless there is conclusive
evidence that it was delivered on a different date or at a different
time.
4. Where a linked unitholder has received the linked unitholder letter
attaching the Special Resolutions by means of electronic mail such
linked unitholder is deemed to have received the documents on the date
and at the time recorded by the computer used by the sender, unless
there is conclusive evidence that it was delivered on a different date
or at a different time.
5. Where a linked unitholder has received the linked unitholder letter
attaching the Special Resolutions by means of registered post such
linked unitholder is deemed to have received the documents on the 7th
(seventh) day following the day on which the notice or document was
posted as recorded by a post office, unless there is conclusive
evidence that it was delivered on a different day.
6. Where a linked unitholder has received the linked unitholder letter
attaching the Special Resolutions by hand, in the case of a natural
person or in the case of a company or body corporate, by hand to a
responsible employee, at its registered office or its principal place
of business within the Republic of South Africa, then such linked
unitholder is deemed to have received the documents on the date and at
the time recorded on the receipt for delivery, unless there is
conclusive evidence that it was delivered on a different date or at a
different time.
The directors of the Company have resolved that the record date for
determining which linked unitholders are entitled to vote on the Special
Resolutions in terms of the Written Consent, shall be 27 September 2011,
being the 7th (seventh) day following the date on which the linked
unitholder letter was posted by registered post to linked unitholders of
the Company.
21 September 2011
Corporate advisor, legal advisor and sponsor
Java Capital
Date: 21/09/2011 11:10:01 Produced by the JSE SENS Department.
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