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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
The Competition Tribunal unconditionally approved 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") at the
Competition Tribunal hearing held on Thursday, 9 November 2006.
The acquisition and the scheme remain subject to the following conditions
precedent:
* the scheme being sanctioned by the High Court of South Africa (Cape of
Good Hope Provincial Division); and
* a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar in terms of the Companies Act.
The court hearing to sanction the scheme will take place at 10:00 (or such
later date and time as counsel may be heard) on Friday, 17 November 2006.
Spearhead linked unitholders are entitled to attend or to be represented by
Counsel at the court hearing and to be heard concerning any objections they
may have in respect of the scheme.
Subject to the court sanctioning the scheme, the salient dates and the date
on which the scheme will be implemented will be as follows:
2006
Court hearing to sanction the scheme on Friday, 17 November
Results of scheme published on SENS on Friday, 17 November
Register order with Registrar on Monday, 20 November
Results of scheme published in the press on Monday, 20 November
Last day to trade in order to participate in the
scheme consideration on Friday, 24 November
Suspension of listing of Spearhead linked units
at commencement of trading on Monday, 27 November
Election between cash consideration and
consideration units closes at 12:00 on (see note
3 below) Friday, 1 December
Scheme consideration record date being the date Friday, 1 December
on which scheme participants must be recorded in
the register to receive the scheme
consideration, by close of trading on
Operative date of the scheme at the commencement
of trading on Monday, 4 December
Scheme consideration posted to certificated Monday, 4 December
scheme participants (if documents of title are
received on or prior to the scheme consideration
record date) on or about
Dematerialised scheme participants should have Monday, 4 December
their accounts (held at their CSDP or broker)
updated on or about
Termination of listing of Spearhead linked units Tuesday, 5 December
at the commencement of trading on or about
Notes:
1. All dates and times may be changed by mutual agreement between
Spearhead and Redefine and/or may be subject to certain regulatory
approvals. Any change will be published in the press and on SENS.
2. Linked unit certificates may not be dematerialised after Friday, 24
November 2006.
3. Dematerialised Spearhead linked unitholders must advise their CSDP or
broker of their election in the manner stipulated in the custody agreement
governing the relationship between such linked unitholders and their CSDP
or broker. These instructions must be provided to the CSDP or broker by the
cut-off time and date advised by the CSDP or broker for instructions of
this nature.
Rosebank
9 November 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: 09/11/2006 05:17:04 PM Produced by the JSE SENS Department
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