| Fri 5 May 2023, 15:00 | | INDLUPLACE PROPERTIES LIMITED - Posting of scheme circular and salient dates and times in respect of the scheme |
|
Posting of scheme circular and salient dates and times in respect of the scheme
INDLUPLACE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/226082/06)
JSE share code: ILU ISIN: ZAE000201125
(Approved as a REIT by the JSE)
("Indluplace" or "the Company")
POSTING OF SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME
POSTING OF SCHEME CIRCULAR AND NOTICE OF SCHEME MEETING
Shareholders are referred to the joint firm intention announcement released on SENS by Indluplace and SA Corporate
Real Estate Limited ("SA Corporate") (together, the "Parties") on 14 March 2023 wherein shareholders were advised
that the Parties had concluded the scheme implementation agreement, in terms of which SA Corporate made an offer to
acquire the entire issued share capital of Indluplace, to be effected by way of a scheme of arrangement ("scheme") in
terms of section 114(1)(c) of the Companies Act, 71 of 2008 ("Companies Act"), to be proposed by the Indluplace
board (on recommendation of the independent board) to its shareholders, and to which SA Corporate will be a party.
On Friday, 5 May 2023, Indluplace distributed a circular to its shareholders relating to the scheme (the "scheme
circular"). The scheme circular incorporates a notice of scheme meeting for the purposes of approving the resolutions
required to implement the scheme. A scheme meeting of shareholders will be held at 10:00 on Monday,
5 June 2023 at the registered office of Indluplace (2nd Floor, 158 Jan Smuts, 9 Walters Street, Rosebank, Johannesburg
2076), as well as virtually via a remote interactive electronic platform, Microsoft Teams, for the purpose of considering
and, if deemed fit, passing with or without modification the resolutions required to be approved by shareholders in order
to authorise and implement the scheme. Terms defined in the scheme circular shall, where used in this announcement,
bear the same meaning as ascribed to them in the scheme circular.
Copies of the scheme circular are available on the Company’s website at: https://www.indluplaceproperties.co.za/5-
prospectus-and-circulars.php and may be requested from investorrelations@indluplaceproperties.co.za or the sponsor,
Java Capital, at sponsor@javacapital.co.za.
OPINIONS AND RECOMMENDATIONS OF THE INDEPENDENT BOARD
The independent board of Indluplace, comprising Selwyn Noik, Nindiphiwe Tetyana and Clifford Abrams (the
"independent board") appointed Deloitte & Touche (Financial Advisory Southern Africa) ("Deloitte") to provide the
independent board with its opinion as to whether the terms of the scheme are fair and reasonable to Indluplace
shareholders, in accordance with the requirements of Chapter 5 of the Companies Regulations, 2011.
Deloitte has delivered to the independent board its opinion that, as at the date of issue of its opinion, the scheme is fair
and reasonable to Indluplace shareholders. The independent board, having considered the terms of the scheme and, inter
alia, the opinion of Deloitte, is of the view that the scheme is fair and reasonable to Indluplace shareholders.
SALIENT DATES AND TIMES
The salient dates and times relating to the scheme and its implementation are set out below:
2023
Record date to determine which Indluplace shareholders are entitled to receive this
circular Friday, 28 April
Circular together with the accompanying notice convening the scheme meeting, form
of proxy and form of surrender and transfer distributed to Indluplace shareholders on Friday, 5 May
Announcement relating to the issue of the circular (together with the notice of the
scheme meeting) released on SENS on Friday, 5 May
Announcement relating to the issue of the circular (together with the notice of the
scheme meeting) published in the press on Monday, 8 May
Last date to trade in Indluplace shares on the JSE in order to be recorded on the
register to vote at the scheme meeting on Tuesday, 23 May
Record date to be eligible to vote at the scheme meeting, being the voting record date,
by the close of trade on Friday, 26 May
Last date and time to lodge forms of proxy in respect of the scheme meeting with the
transfer secretaries by 10:00 on (alternatively, the form of proxy may be provided to
the chairperson of the scheme meeting at any time prior to the commencement of the
scheme meeting or prior to voting on any resolution to be proposed at the scheme
meeting) Thursday, 1 June
Last date and time for Indluplace shareholders to give notice of their objections to the
special resolution approving the scheme in terms of section 164(3) of the Companies
Act by no later than 10:00 on Monday, 5 June
Scheme meeting held at 10:00 on Monday, 5 June
Results of the scheme meeting released on SENS on Monday, 5 June
Results of the scheme meeting published in the press on Tuesday, 6 June
Last date for shareholders who voted against the scheme to require Indluplace to seek
court approval for the scheme in terms of section 115(3)(a) of the Companies Act, if
at least 15% of the total votes of shareholders at the scheme meeting were exercised
against the scheme Monday, 12 June
Last date on which Indluplace shareholders can make application to the court in terms
of section 115(3)(b) of the Companies Act on Tuesday, 20 June
Last date for Indluplace to give notice of adoption of the special resolution approving
the scheme to Indluplace shareholders who objected to the special resolution in terms
of section 164(4) of the Companies Act on Tuesday, 20 June
If no Indluplace shareholders exercise their rights in terms of section 115(3)(a) or section 115(3)(b) of the
Companies Act and the interim fulfilment date occurs on any day after the 15th calendar day of the interim
fulfilment month:
Finalisation date expected to be on Tuesday, 18 July
Finalisation announcement in respect of the scheme expected to be released on SENS
by 11:00 on Tuesday, 18 July
Finalisation announcement in respect of the clean-out distribution expected to be
released on SENS by 11:00 on Tuesday, 18 July
Finalisation date announcement in respect of the scheme expected to be published in
the press on Wednesday, 19 July
Expected last day to trade in Indluplace shares on the JSE in order to be recorded on
the register on the scheme record date to receive the scheme consideration on Tuesday, 25 July
Expected last day to trade in Indluplace shares on the JSE in order to be recorded on
the register on the clean-out distribution record date to receive the clean-out
distribution on Tuesday, 25 July
Expected date of the suspension of listing of Indluplace shares on the JSE at the
commencement of trade on Wednesday, 26 July
Expected scheme record date on which Indluplace shareholders must be recorded in
the register to receive the scheme consideration by close of trade on Friday, 28 July
Expected clean-out distribution record date on Friday, 28 July
Expected scheme operative date on Monday, 31 July
Expected implementation date, being the date on which the scheme consideration will
be paid to certificated shareholders who are scheme participants (provided their form
of surrender and transfer and documents of title are received on or before 12:00 on
the scheme record date) on Monday, 31 July
Expected date on which dematerialised shareholders who are scheme participants will
receive the scheme consideration on Monday, 31 July
Expected date for the clean-out distribution to be paid to Indluplace shareholders
recorded on the register on the clean-out distribution record date on Monday, 31 July
Expected termination of listing of Indluplace shares on the JSE at the commencement
of trade on or about Tuesday, 1 August
Notes:
1. All times are local times in South Africa and may be changed by mutual agreement, in writing, between Indluplace and SA Corporate
(subject to the approval of the JSE and/or the TRP, if required). The dates have been determined based on certain assumptions regarding
the date by which certain shareholder and regulatory approvals will be obtained and that no court approval or review of the scheme
resolution will be required. Any change in the dates and times will be released on SENS and published in the press.
2. A form of proxy not lodged with the transfer secretaries may be provided to the chairperson of the scheme meeting at any time prior to the
commencement of the scheme meeting or prior to voting on any resolution to be proposed at the scheme meeting.
3. If the scheme meeting is adjourned or postponed, a form of proxy submitted for the initial scheme meeting will remain valid in respect of
any adjournment or postponement of the scheme meeting, unless it is withdrawn.
4. If the scheme meeting is adjourned or postponed then forms of proxy that have not yet been submitted should be lodged with the transfer
secretaries by no later than 2 business days before the adjourned or postponed scheme meeting but may nonetheless be provided to the
chairperson of the adjourned or postponed scheme meeting at any time prior to the commencement of the adjourned or postponed scheme
meeting or prior to voting on any resolution to be proposed at the adjourned or postponed scheme meeting.
5. Indluplace shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement
of trades takes place 3 business days after such trades. Therefore, Indluplace shareholders who acquire Indluplace shares after close of
trade on Tuesday, 23 May 2023 will not be eligible to vote at the scheme meeting.
INDEPENDENT BOARD AND INDLUPLACE BOARD RESPONSIBILITY STATEMENT
The independent board and Indluplace board (to the extent that the information relates to Indluplace) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to Indluplace is true and this
announcement does not omit anything that is likely to affect the import of such information.
5 May 2023
Corporate advisor and sponsor to Indluplace
Java Capital
Corporate advisor and sponsor to SA Corporate
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal advisor
Cliffe Dekker Hofmeyr Incorporated
Date: 05-05-2023 03:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
