Pangbourne Properties Limited - Results Of General
PANGBOURNE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
Share code:PAP ISIN:ZAE000005252
("Pangbourne")
CBD PROPERTY FUND
Share code:CBD ISIN:ZAE000001293
("CBD")
PIONEER PROPERTY FUND
Share code:PNR ISIN:ZAE000005484
("Pioneer")
Management company of CBD and Pioneer:
SAGE PROPERTY TRUST MANAGERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1975/000613/06)
("SPTM")
RESULTS OF GENERAL MEETINGS
At separate general meetings of Pangbourne shareholders and Pangbourne
debenture holders held on Tuesday, 19 February 2002, they respectively
approved the resolutions relating to, inter alia, the following:
* the acquisition by Pangbourne of all the assets and liabilities of CBD and
Pioneer ("the proposed transaction"); and
* the increase of the authorised share capital of Pangbourne by the creation
of 50 000 000 new ordinary shares of 1 cent each.
The special resolution passed at the general meeting of Pangbourne
shareholders will be lodged with the Registrar of Companies for
registration.
At separate general meetings of CBD unitholders and Pioneer unitholders held
on Tuesday, 19 February 2002, the CBD and Pioneer unitholders approved the
ordinary and special resolutions relating to, inter alia, the following:
* the acquisition by Pangbourne of all the assets and liabilities of CBD
(including all the shares held by CBD in fixed property companies) with
effect from 31 March 2002, in exchange for the issue of 46 412 250 new
Pangbourne combined units;
* the acquisition by Pangbourne of all the assets and liabilities of Pioneer
(including all the shares held by Pioneer in fixed property companies) with
effect from 31 March 2002, in exchange for the issue of 53 915 670 new
Pangbourne combined units;
* the application to the High Court of South Africa ("the Court") for the
orders approving the winding-up of the CBD unit portfolio and the Pioneer
unit portfolio in terms of section 25(2) of the Unit Trusts Control Act 1981
("the UTC Act"); and
* the delisting of the CBD units and the Pioneer units from the JSE
Securities Exchange South Africa.
The proposed transaction is still subject to the following suspensive
conditions:
* the approval of the Competition Commission or the Competition Tribunal, as
the case may be; and
* the granting by the Court of the orders for the winding-up of the unit
portfolios of CBD and Pioneer in terms of section 25(2) of the UTC Act.
If necessary, a press announcement setting out amended dates will be
published once the last outstanding condition has been fulfilled.
Johannesburg
19 February 2002
Merchant bank and sponsor to Pangbourne
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Corporate law advisers and consultants to Pangbourne
Edward Nathan & Friedland (Pty) Ltd
Corporate Law Advisers & Consultants
(Registration number 1999/026464/07)
Corporate advisers to CBD, Pioneer and SPTM
Grant Thornton Kessel Feinstein
Corporate Finance (Pty) Ltd
(Registration number 2000/002649/07)
Sponsor to CBD and Pioneer
ABSA CORPORATE AND MERCHANT BANK
Corporate Finance
(Registration number 1986/004794/06)
Attorneys to CBD, Pioneer and SPTM
Werksmans Incorporated
(Registration number 1990/007215/21)
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