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SPE RDF
SPE RDF
Redefine / Spearhead - The Redefine and Spearhead transaction
Redefine Income Fund Limited
(Registration No. 1999/018591/06)
Share Code: RDF & ISIN Code: ZAE000023503
("Redefine")
Spearhead Property Holdings Limited
(Registration No. 1996/005827/06)
Share Code: SPE & ISIN Code: ZAE000019162
("Spearhead")
THE REDEFINE AND SPEARHEAD TRANSACTION
All of the resolutions proposed in relation to the implementation of the
acquisition by Redefine of 100% of the linked units in Spearhead Property
Holdings Limited pursuant to a scheme of arrangement in terms of section 311 of
the Companies Act (Act 61 of 1973, as amended) ("the scheme") were unanimously
approved by both Redefine shareholders and debenture holders at the general
meetings held on Friday, 27 October 2006.
The acquisition and the scheme remain subject to the following conditions
precedent:
* the approval by the Competition Authorities of the acquisition;
* the scheme being sanctioned by the High Court of South Africa (Cape of Good
Hope Provincial Division) ("the return date"); and
* a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar in terms of the Companies Act.
Redefine and Spearhead linked unitholders are advised that the Competition
Commission has recommended to the Competition Tribunal that the acquisition be
approved unconditionally. It is expected that the matter will be heard by the
Competition Tribunal within the next two weeks.
As announced on SENS on 24 October 2006 and in the press on 25 October 2006,
because approval from the Competition Authorities was not obtained on or before
26 October 2006, the return date will be extended and all dates from 31 October
2006 onwards will change from those that were set out in the salient dates for
the implementation of the scheme as published on SENS on 10 October 2006 and in
the press on 11 October 2006.
Further announcements regarding the revised salient dates and the date on which
the scheme will be implemented will be published on SENS and in the press in due
course.
Rosebank
27 October 2006
Corporate advisor, legal advisor and sponsor to Redefine
Java Capital (Proprietary) Limited
Corporate advisor and sponsor to Spearhead
Bridge Capital Advisors (Proprietary) Limited
Legal advisor to Spearhead and attorneys to the scheme
Hofmeyr Herbstein & Gihwala Inc.
Legal advisor to Spearhead
Werksmans Inc.
Spearhead"s auditors and independent advisor
PKF (Newlands) Inc.
Date: 27/10/2006 02:17:19 PM Produced by the JSE SENS Department
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