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Capemr general meeting results
Further to the posting of a circular to Capemr shareholders ("the circular") and the announcement released on SENS on 1 March 2013 in respect of:
- a pro rata offer to be made by the company to all Capemr shareholders to purchase all Capemr shareholders' shares in the company in terms of section 48 of the Companies Act, 2008 ("the Companies Act") for an offer price of 36 cents per Capemr share or 1 Ascension Properties Ltd. B unit for every 5 Capemr shares held ("the offer") to be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act ("the scheme"); and
- the delisting of all Capemr shares from the JSE Ltd. ("the delisting"),
Capemr shareholders were advised that at the general meeting of shareholders held on 4 April 2013, all resolutions required to be passed by Capemr shareholders to approve the scheme and the delisting were passed by approximately 89% of the total votes cast by Capemr shareholders.
Shareholders were further advised that the implementation of the scheme remains subject to the following conditions precedent being fulfilled or waived (where applicable) on or before 30 June 2013:
- the issue of a compliance certificate by the Takeover Regulation Panel in respect of the scheme in terms of section 119(4) of the Companies Act; and
- no person who voted against the special resolution required to implement the scheme is granted leave by the court, on an application within 10 business days after the vote, to any person in terms of section 115(3)(b) of the Companies Act to any such person. This condition precedent may be waived by the company on condition that the court approves the special resolution in terms of section 115(3) of the Companies Act.
The offer is subject to the scheme becoming unconditional and thus capable of implementation on or before 30 June 2013 as set out in the circular.
The delisting is subject to the offer becoming unconditional in accordance with its terms on or before 30 June 2013.
Further announcements will be made regarding the fulfilment and/or waiver of the outstanding conditions precedents at the appropriate time.
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