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Fountainhead - results of general meeting
Unitholders are referred to the announcement released on SENS on 2 July 2015 wherein they were advised that Fountainhead had posted a circular, incorporating a notice of general meeting, to unitholders, relating to a proposed transaction in terms of which Fountainhead will dispose of all its assets, including the entire Fountainhead property portfolio, to Redefine Properties Limited (“Redefine”), in exchange for 85 Redefine consideration shares for every 100 Fountainhead units in issue and the assumption by Redefine of all of Fountainhead’s liabilities, including Fountainhead’s interest-bearing debt (the “transaction”).
The transaction is being treated as a related party transaction in terms of the JSE Listings Requirements as (i) Redefine owns approximately 65.9% of Fountainhead’s issued units and (ii) Redefine is the sole, controlling shareholder of FPTML, the manager of Fountainhead. In addition, in terms of Board Notice 42 of 2014 under the Collective Investment Schemes Control Act, 2002 (the “Notice”), the resolution required to be passed in order to approve the transaction (the “resolution”) was required to be approved by at least 75% of the total number of votes exercisable by Fountainhead unitholders (which for the purposes of the Notice equates to 75% in value) present in person or represented by proxy and entitled to vote at the general meeting, excluding Redefine and any of its associates. Accordingly, while the Fountainhead units held or controlled by Redefine and its associates (and accordingly those of FPTML, the manager of Fountainhead) were taken into account for the purposes of determining a quorum at the general meeting at which the resolution was considered, they were not taken into account for voting purposes.
Unitholders are advised that at the general meeting of Fountainhead held on Friday, 24 July 2015, the resolution required to be passed in order to approve the transaction was passed by the requisite majority of unitholders.
As the transaction is now unconditional, it will proceed to be implemented in accordance with the following timetable:
- Last day to trade in Fountainhead units on the JSE to participate in the transaction and delisting -- Friday, 31 July 2015
- Fountainhead units suspended from trading from the commencement of trade on Monday, 3 August 2015
- Listing of Redefine consideration shares from the commencement of trade on Monday, 3 August 2015
- Record date for Fountainhead unitholders to participate in the transaction and to receive Redefine consideration shares -- Friday, 7 August 2015
- Redefine consideration shares issued to existing Fountainhead unitholders -- Tuesday, 11 August 2015
Dematerialised Fountainhead unitholders will have their CSDP or broker accounts credited with Redefine consideration shares. Until such time as they have opened a CSDP or broker account, certificated Fountainhead unitholders will have an account in their name at Fountainhead’s transfer secretaries credited with dematerialised Redefine consideration shares
- Delisting of Fountainhead units from the JSE at commencement of trade on Tuesday, 11 August 2015
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