FORTRESS REIT LIMITED - FORI - Voluntary Announcement to Noteholders: Statutory Merger Between Fortress Income 2 And Capital Propfund
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FORI - Voluntary Announcement to Noteholders: Statutory Merger Between Fortress Income 2 And Capital Propfund
Fortress REIT Limited
(previously Fortress Income Fund Limited)
(Incorporated in the Republic of South Africa)
(Registration No. 2009/016487/06)
Company code: FORI
(Approved as a REIT by the JSE)
("Fortress" or the "Issuer")
VOLUNTARY ANNOUNCEMENT TO NOTEHOLDERS: STATUTORY MERGER BETWEEN FORTRESS INCOME 2 PROPRIETARY LIMITED
AND CAPITAL PROPFUND PROPRIETARY LIMITED ("GUARANTORS")
Noteholders under the Issuer’s ZAR20 000 000 000 Domestic Medium Term Note Programme (the "Programme")
are hereby advised of the statutory merger (the "Merger"), being concluded in terms of section 113 of
the Companies Act, 2008 (the "Companies Act"), between two subsidiaries of the Fortress group, namely
Fortress Income 2 Proprietary Limited ("Fortress 2") and Capital Propfund Proprietary Limited ("CPF"),
with an effective date of 25 November 2018. Both Fortress 2 and CPF are either directly or indirectly
wholly-owned subsidiaries of the Issuer.
Fortress 2 and CPF are guarantors under the Programme. The Merger will result in all the assets and
liabilities, rights and obligations of Fortress 2 (the "Target Company"), including the obligations under
the existing guarantee provided by Fortress 2 to noteholders under the Programme, being transferred
to CPF (the "Acquiring Company") by operation of law, in terms of section 113 of the Companies Act.
7 November 2018
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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