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Finalisation announcement in respect of a fully underwritten renounceable rights offer
Sycom Property Fund
("Sycom")
A Collective Investment Scheme in Property ("CISP")
registered in terms of the Collective Investment Schemes Control Act,
No. 45 of 2002 ("CISCA") and managed by
Sycom Property Fund Managers Limited ("SPFM")
(Registration number 1986/002756/06)
JSE share code: SYC
ISIN: ZAE000019303
FINALISATION ANNOUNCEMENT IN RESPECT OF A FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER
1. INTRODUCTION
Holders ("Unitholders") of participatory interests ("Units") in Sycom are referred
to the announcement ("the Declaration Announcement") published on SENS on
28 March 2013 and in the South African press on 2 April 2013, wherein Sycom
announced its intention to raise R900 000 002 by way of a fully underwritten
renounceable rights offer (the "Rights Offer") of 33 027 523 new Sycom units
(the "Rights Offer Units") to qualifying Unitholders at a subscription price of
2 725 cents (R27.25) (the "Rights Offer Price") per Rights Offer Unit, at a ratio
of entitlement of 13.28519 Rights Offer Units for every 100 Units held on the
Rights Offer record date, being Friday, 26 April 2013 ("Record Date").
Unitholders are advised that Sycom has received formal approval of the Rights
Offer circular from the Issuer Regulation Division of the JSE Limited ("JSE") and
accordingly, the Rights Offer can now be implemented in accordance with the
salient dates and times set out in the Declaration Announcement.
2. PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects set out below have been prepared
to assist Unitholders to assess the impact of the Rights Offer on the basic and
diluted earnings per Unit, headline earnings per Unit, net asset value per Unit,
tangible net asset value per Unit and distribution per Unit. Due to the nature
of these pro forma financial effects, they are presented for illustrative purposes
only and may not fairly present Sycoms financial position or the results of its
operations after the Rights Offer.
The unaudited pro forma financial effects have been prepared in accordance
with the JSE Listings Requirements and the South African Institute of Chartered
Accountants Guide on Pro forma Financial Information (revised and issued in
September 2012) and are the responsibility of the directors of SPFM.
The material assumptions on which the pro forma financial effects are based are
set out in the notes following the table.
Before the Pro forma After the Percentage
Rights Offer adjustment Rights Offer change (%)
Basic earnings per
Unit (cents) 74.32 0.36 74.68 0.48
Diluted basic
earnings per Unit
(cents) 74.32 0.36 74.68 0.48
Headline earnings
per Unit (cents) 78.83 (0.16) 78.67 (0.20)
Diluted headline
earnings per Unit
(cents) 78.83 (0.16) 78.67 (0.20)
Distributions per
Unit (cents) 84.43 (0.82) 83.61 (0.97)
Net asset value per
Unit (cents) 2 388.16 35.46 2 423.62 1.49
Weighted average
number of Units at
30 September 2012
(000) 248 604 33 028 281 632 13.29
Diluted weighted
average number
of Units at
30 September 2012
(000) 248 604 33 028 281 632 13.29
Units in issue at
30 September 2012
(000) 248 604 33 028 281 632 13.29
Notes and assumptions
1. The unaudited financial information has been extracted, without
adjustment, from the published unaudited interim results of
Sycom for the six months ended 30 September 2012.
2. The pro forma adjustments to earnings, diluted earnings,
headline earnings and diluted headline earnings per Unit
have been calculated on the assumption that the Rights Offer
was fully subscribed and implemented on 1 April 2012.
3. The pro forma adjustments to the net asset value have been
calculated on the assumption that the Rights Offer was
fully subscribed and the proceeds of the Rights Offer were
received on 30 September 2012.
4. The pro forma adjustments to the distributions per Unit have
been calculated based on the following assumptions:
a. distributable earnings have increased by the additional
interest income per note 6 below;
b. the number of Units in issue has been calculated on the
assumption that the Rights Offer was fully subscribed for
on 30 September 2012; and
c. it has been assumed that all Units issued pursuant to the
Rights Offer will qualify for the full distribution for the
six months ended 30 September 2012.
5. The Rights Offer Price has been used for the pro forma
adjustments with 33 027 523 Units issued for gross
proceeds of R900 000 002, before deducting expenses.
6. R317 million of the net Rights Offer proceeds has been
assumed to be invested in an access bond facility at the
prevailing prime rate of interest minus 2.5% and the net
balance of R571.6 million has been assumed to be invested
at an interest rate of 5.5% per annum, resulting in additional
interest income of R25.78 million.
7. Transaction costs amounting to R11 366 000 (excluding
VAT) have been incurred, of which R11 160 000 has
been written off to Unitholders capital and the remaining
R206 000 expensed.
8. Other than the adjustment for transaction costs as explained
in note 7 above, all adjustments made to the statement of
comprehensive income are expected to have a continuing
effect.
9. The percentage change has been calculated as the
cumulative change since before the Rights Offer.
3. RIGHTS OFFER CIRCULAR
A circular containing full details of the terms of the
Rights Offer and a form of instruction in respect
of a letter of allocation will be posted on or about
Monday, 29 April 2013 to all Unitholders recorded
in the register as such on the Record Date.
4. FURTHER INFORMATION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Unitholders are referred to the announcement
released on SENS on 28 March 2013 and are
advised that additional information in respect
of the acquisition of the remaining 50% of the
Somerset Mall Shopping Centre from AECI Pension
Fund and the conclusion of an agreement with
Hyprop Investments Limited in respect of various
matters (including the disposal of the Somerset Mall
Shopping Centre, a specific repurchase of Sycom
Units and the suspension of litigation proceedings)
will be provided in due course.
Unitholders are therefore advised to continue
exercising caution when dealing in their Sycom
Units until a further announcement relating to the
above is published.
Cape Town
11 April 2013
Corporate adviser and transaction
sponsor on the Rights Offer
QuestCo
Legal advisor
DLA CLIFFE DEKKER HOFMEYR
Reporting accountants
KPMG
Sponsor to Sycom
ABSA
Member of BARCLAYS
Date: 11/04/2013 09:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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