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Results of scheme meeting and update to salient dates and times
FAIRVEST PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/005011/06)
JSE share code: FVT ISIN: ZAE 000203808
(Approved as a REIT by the JSE Limited)
(“Fairvest” or “the Company”)
RESULTS OF SCHEME MEETING AND UPDATE TO SALIENT DATES AND TIMES
RESULTS OF SCHEME MEETING
Shareholders are referred to the announcement and to the circular to Fairvest shareholders (the “scheme circular”) both
published on 19 November 2021 relating to the proposed merger between Fairvest and Arrowhead Properties Limited
(“Arrowhead”) by way of a scheme of arrangement (the “scheme”) in terms of section 114 of the Companies Act,
No. 71 of 2008 (the “Companies Act”), proposed by Fairvest to its shareholders, and to which Arrowhead is a party.
Shareholders are advised that at the scheme meeting held on Tuesday, 21 December 2021 (the “scheme meeting”), all
resolutions required to be passed by Fairvest shareholders in order to approve the scheme were passed by the requisite
majority of shareholders. A further announcement regarding the fulfilment and/or waiver of the outstanding conditions
precedent to the scheme will be released in due course.
Details of the results of voting at the scheme meeting are as follows:
- total number of Fairvest shares in issue as at the date of the scheme meeting: 1 046 421 089;
- total number of Fairvest shares that could have been voted at the scheme meeting (excluding 38 086 599 treasury
shares): 1 008 334 490;
- total number of Fairvest shares that were present/represented at the scheme meeting: 841 547 013, being 83.46%
of the total number of Fairvest shares that could have been voted at the scheme meeting.
Special resolution number 1: Approval of the scheme in terms of sections 114(1)(c) and 115 of the Companies Act
Shares voted* For Against Abstentions^
841 409 113, being 80.41% 830 830 180, being 98.74% 10 578 933, being 1.26% 137 900, being 0.01%
Special resolution number 2: Revocation of special resolution number 1 if the scheme is not implemented
Shares voted* For Against Abstentions^
841 306 121, being 80.40% 837 005 407, being 99.49% 4 300 417, being 0.51% 240 892, being 0.02%
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares is issue
UPDATE TO SALIENT DATES AND TIMES
The revised salient dates and times relating to the implementation of the scheme are set out below:
2022
Last date on which Fairvest shareholders can make application to the court in terms of
section 115(3)(b) of the Companies Act Wednesday, 5 January
Last date for Fairvest to give notice of adoption of the special resolution approving the
scheme to Fairvest shareholders who objected to the special resolution in terms of section
164(3) of the Companies Act Wednesday, 5 January
If no Fairvest shareholders exercise their rights in terms of section 115(3)(b) of the Companies Act:
Finalisation date expected to be on Tuesday, 18 January
Finalisation announcement in respect of the scheme expected to be released on SENS
and ANS by 11:00 on Tuesday, 18 January
Finalisation announcement in respect of the Fairvest clean-out distribution expected to
be released on SENS and ANS by 11:00 on Tuesday, 18 January
Finalisation date announcement in respect of the scheme expected to be published in the
press on Wednesday, 19 January
Expected last day to trade in Fairvest shares on the JSE and A2X in order to be recorded
on the register on the scheme record date to receive the scheme consideration on Tuesday, 25 January
Expected last day to trade in Fairvest shares on the JSE and A2X in order to be recorded
on the register on the clean-out distribution record date to receive the clean-out
distribution on Tuesday, 25 January
Expected date of the suspension of listing of Fairvest shares on the JSE at the
commencement of trade on Wednesday, 26 January
Announcement of the value of cash payments arising from fractional entitlements
expected to be released on SENS and ANS on Thursday, 27 January
Announcement of the value of cash payments arising from fractional entitlements
expected to be released in the press on Friday, 28 January
Expected scheme record date on which Fairvest shareholders must be recorded in the
register to receive the scheme consideration by close of trade on Friday, 28 January
Expected clean-out distribution record date Friday, 28 January
Expected scheme operative date on Monday, 31 January
Expected implementation date, being the date on which the scheme consideration will
be transferred 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) Monday, 31 January
Expected date on which dematerialised shareholders who are scheme participants will
receive the scheme consideration Monday, 31 January
Expected date for the clean-out distribution to be paid to Fairvest shareholders recorded
in the register on the clean-out distribution record date Monday, 31 January
Expected termination of listing of Fairvest shares on the JSE and A2X at the
commencement of trade on or about Tuesday, 1 February
Notes:
1. All times given above and in the scheme circular are local times in South Africa and may be changed by mutual
agreement, in writing, between Fairvest and Arrowhead (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 ANS and published in the press.
2. No dematerialisation or rematerialisation of Fairvest shares may take place after Tuesday, 25 January 2022, being the
last date to trade in Fairvest shares on the JSE in order to be recorded on the register on the scheme record date.
3. If any Fairvest shareholder who votes against the scheme exercises its rights in terms of section 115(3)(b) of the
Companies Act and applies to court for a review of the scheme, the dates and times set out above will require amendment.
Fairvest shareholders will be notified separately of the applicable dates and times under this process.
INDEPENDENT BOARD AND FAIRVEST BOARD RESPONSIBILITY STATEMENT
The independent board and Fairvest board (to the extent that the information relates to Fairvest) 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 Fairvest is true and this announcement
does not omit anything that is likely to affect the import of such information.
21 December 2021
Corporate advisor and transaction sponsor to Fairvest
Java Capital
Sponsor to Fairvest
PSG Capital
Date: 21-12-2021 12:30:00
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