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Declaration announcement and terms of the APF Renounceable Rights Offer and Notice of General Meeting
ACCELERATE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2005/015057/06
Share Code: APF ISIN: ZAE000185815
Bond code: APFE
("the Company" or "APF")
(Approved as a REIT by the JSE)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE EXTENSION OR
MAKING THE RIGHTS OFFER WOULD BE UNLAWFUL OR IN CONTRAVENTION OF APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR
ANY OTHER JURISDICTION
DECLARATION ANNOUNCEMENT AND TERMS OF THE APF RENOUNCEABLE RIGHTS OFFER AND NOTICE
OF GENERAL MEETING
1. INTRODUCTION
1.1 Shareholders of APF ("Shareholders") are referred to the financial results announcement
released on the Stock Exchange News Service, the news service of the JSE Limited ("JSE")
("SENS") on 18 December 2023 in which they were advised that APF would pursue a
potential rights issue of up to R300,000,000 from Shareholders and/or the underwriter
by way of a fully underwritten renounceable rights offer. In June 2024, an initial R200 000
000 (two hundred million Rand) was raised by way of a fully underwritten renounceable
rights offer.
1.2 Shareholders are hereby advised that APF intends to proceed with raising the remaining
R100,000,000 (one hundred million Rand) by way of an underwritten renounceable rights
offer ("Rights Offer"), as contemplated in a rights offer circular to be published today, 30
May 2025 ("the Rights Offer Circular").
1.3 Capitalised terms used but not defined herein have the meaning given to it in the Rights
Offer Circular.
2. RATIONALE FOR THE RIGHTS OFFER
2.1 The Rights Offer forms an important step in the Company's strategy to restructure the
business with a continued focus on improving Fourways Mall as the Company's largest
asset.
2.2 Proceeds of the Rights Offer, to the extent of R50 million, will be utilised towards
additional capital expenditure earmarked for Fourways Mall while the remaining
proceeds of R45 million (net of costs) will be utilised for working capital purposes.
2.3 While the Board has been provided with an authority by Shareholders at the last annual
general meeting to issue APF Shares for cash, such issuances will have the effect of
diluting Shareholders' interests in the Company.
2.4 The Board therefore resolved, rather than issuing APF Shares to a single person, to give
Shareholders an equal opportunity to subscribe for APF Shares at the Subscription Price
(see below), thereby providing Shareholders with an opportunity to avoid dilution. The
cash injection into APF therefore will be effected by way of a Rights Offer, allowing all
Shareholders an equal opportunity to (i) follow their pro-rata portion of the issuance; or
(ii) sell or renounce their Entitlements should they not wish to participate.
3. TERMS OF THE RIGHTS OFFER
3.1 Subject to the passing of the requisite Resolution, the Company will proceed with the
Rights Offer in terms of which it will issue 250,000,000 (two hundred and fifty million)
new ordinary shares in the authorised share capital of APF ("Rights Offer Shares") for a
subscription price of 40 cents per Rights Offer Share ("Subscription Price") in the ratio of
13.92374 Rights Offer Shares for every 100 APF shares held at the close of trade on the
record date, upon the terms and conditions set out in the announcement below and the
Rights Offer Circular to follow.
3.2 The Subscription Price represents a discount of 18.48% to the 30-day volume weighted
average trading price of APF Shares on 25 April 2025, being the last practicable date prior
to the finalisation of the Rights Offer Circular.
3.3 The JSE has approved the listing of the letters of allocation in respect of the Rights Offer
("Letters of Allocation" or "LAs") and the Rights Offer Shares on the securities exchange
operated by the JSE as follows:
- LAs will be listed from the commencement of business on Wednesday, 9 July 2025
to the close of business on Tuesday, 22 July 2025 under the JSE code: APFN and
ISIN: ZAE000347472; and
- The Rights Offer Shares will be listed with effect from the commencement of
business on Wednesday, 23 July 2025.
3.4 The Rights Offer Shares will, upon allotment and issue, rank pari passu with all other APF
Shares.
3.5 The Rights Offer will not include the right for Shareholders to apply for excess allocations.
3.6 The requisite Board approvals have been granted for the Company to proceed with the
Rights Offer.
3.7 APF expects to release its financial results for the financial year ended 31 March 2025 by
30 June 2025. As such, results are expected to be published prior to the Rights Offer
opening at 9:00 on Monday, 14 July 2025.
3.8 The Rights Offer is subject to the passing of the requisite Resolution at a general meeting
of APF Shareholders proposed to be held at 11:00 on Tuesday, 1 July 2025.
3.9 The Company will provide Shareholders with further information in relation to the Rights
Offer on SENS and in the Rights Offer Circular and, in due course, by way of a finalisation
announcement.
4. UNDERWRITING AGREEMENT
In terms of an underwriting agreement dated 28 March 2025, entered between APF, K2016336084
(South Africa) Proprietary Limited (registration number 2016/336084/07) ("the Underwriter") and
Investec Bank Limited (registration number 1969/004763/06) ("Committed Subscriber"), the
Company has received a commitment from the Committed Subscriber to subscribe for 31 000 000
(thirty-one million) Rights Offer Shares and the Underwriter has committed to fully underwrite the
Rights Offer in respect of any of the remaining 219 000 000 (two hundred and nineteen million)
Rights Offer Shares that are not taken up by other APF Shareholders. The total commitment for
the Rights Offer Shares amounts to R100 000 000 (one hundred million Rand).
5. RIGHTS OFFER CIRCULAR AND NOTICE OF GENERAL MEETING
5.1 The Rights Offer Circular, incorporating a notice of general meeting seeking the approval
of the Resolution referred to in paragraph 5.3 below, and setting out the full terms of the
Rights Offer and including the form of instruction in respect of the Letters of Allocation
(for use by certificated qualifying Shareholders), will be made available on APF's website
(www.acceleratepf.co.za) and distributed to certificated Shareholders today, on Friday,
30 May 2025.
5.2 Notice is hereby given that a general meeting of APF Shareholders will be held at 11:00
on Tuesday, 1 July 2025 (the "General Meeting"), at APF's registered office in the main
boardroom, Cedar Square Shopping Centre, Management Office, 2nd Floor, Cnr Willow
Avenue and Cedar Road, Fourways, Johannesburg, to consider, and if deemed fit, passing,
with or without modification, the Resolution set out in the notice of General Meeting
forming part of the Rights Offer Circular.
5.3 The Rights Offer is subject to the adoption by Shareholders of a Resolution placing the
authorised but unissued shares of the Company under the control of the Directors for
the sole purpose of implementing the proposed Rights Offer, such approval to include
the authority to allot and issue, pursuant to the Rights Offer, any APF Shares in the
authorised but unissued share capital of the Company to (i) any underwriter, committed
subscriber or sub-underwriter of the Rights Offer; and (ii) and/or (ii) a person falling
within the ambit of section 41(1) of the Companies Act, being a director, future director,
prescribed officer or future prescribed officer of the Company or a person related or
inter-related to the Company or related or inter-related to a director or prescribed officer
of the Company.
6. IMPORTANT DATES AND TIMES
The salient dates and times of the Rights Offer are as follows:
2025
Publication of declaration date announcement on SENS Friday, 30 May
Distribution of Circular and Form of Instruction to Certificated Friday, 30 May
Shareholders and publication on the website of APF
Publication of announcement in press Monday, 2 June
Publication of finalisation date announcement Tuesday, 1 July
Last day to trade in APF Shares in order to participate in the Rights Offer Tuesday, 8 July
Listing and trading of Letters of Allocation on the JSE under JSE code: Wednesday, 9 July
APFN and ISIN:ZAE000347472
APF Shares trade 'ex' the Rights Offer Entitlement Wednesday, 9 July
Record date for determination of Shareholders entitled to participate in Friday, 11 July
the Rights Offer
Rights Offer opens at 09:00 Monday, 14 July
Dematerialised Shareholders will have their accounts at their CSDP, or Monday, 14 July
broker automatically credited with their Letters of Allocation at 09:00
Certificated Shareholders will have their Entitlement credited to their Monday, 14 July
accounts held with the Transfer Secretaries at 09:00
Circular distributed to Dematerialised Shareholders Monday, 14 July
Last day to trade Letter of Allocation on the JSE Tuesday, 22 July
Certificated Shareholders wanting to sell all or some of their LAs, to Tuesday, 22 July
lodge Form of Instruction with the Transfer Secretaries by 12:00
Listing of new Rights Offer Shares and trading therein on the JSE Wednesday, 23 July
commences
Record date for LAs Friday, 25 July
Rights Offer closes at 12:00 Friday, 25 July
Certificated Shareholders wishing to exercise all or some of their Rights
Offer Rights to lodge payment and Forms of Instruction with the Transfer Friday, 25 July
Secretaries by 12:00
Dematerialised Shareholders' accounts updated and debited by CSDP or Monday, 28 July
broker (in respect of payment for Rights Offer Shares)
Certificates distributed to Certificated Shareholders (in respect of the Monday, 28 July
Rights Offer Shares)
Publication of results announcement Monday, 28 July
Notes:
1. The dates and times set out in this announcement are subject to change with the approval of the JSE,
if required. Any such change will be published on SENS.
2. All times given in this announcement are in South African Standard Time, unless otherwise stated.
3. Shares may not be dematerialised or rematerialised between Wednesday, 9 July 2025 and Friday, 11
July 2025, both days inclusive.
4. Qualifying Dematerialised Shareholders are required to notify their duly appointed broker or CSDP of
their acceptance of the Rights Offer in the manner and within the time stipulated in the custody
agreement governing the relationship between the qualifying dematerialised shareholder and
his/her broker or CSDP.
5. The broker or CSDP accounts of qualifying Dematerialised Shareholders (or their renouncees or the
purchasers of their Letters of Allocation) will be automatically credited with new shares to the extent
to which they have accepted the Rights Offer. CSDPs effect payment in respect of qualifying
Dematerialised Shareholders (or their renouncees or the purchasers of their Letters of Allocation) on
a "delivery versus payment basis".
6. The Rights Offer Shares may only be issued in Dematerialised form. Accordingly, qualifying
Certificated Shareholders (or their renouncees or the purchasers of their Letters of Allocation) will be
required to open an account with a broker or CSDP (if they do not already have one). Alternatively,
qualifying Certificated Shareholders (or their renouncees or the purchasers of their Letters of
Allocation) will be afforded the option to "rematerialise" their Rights Offer Shares and replace them
with a physical document of title ("Document of Title"), provided that such persons have elected as
such on their form of instruction and lodged same with the transfer secretaries on or before 12:00
on Friday, 25 July 2025. The Documents of Title in respect of the Rights Offer Shares (if applicable)
will be posted to such persons, at their own risk, as soon as possible following implementation of the
Rights Offer.
The salient dates and times of the General Meeting are as follows:
2025
General Meeting record date for Shareholders to be recorded in the Register Friday, 23 May
in order to receive the Rights Offer Circular
Rights Offer Circular containing the Notice convening the General Meeting Friday, 30 May
posted to Shareholders on
Notice convening the General Meeting published on SENS on Friday, 30 May
Last Day to Trade in Shares in order to be recorded in the Register to vote at Tuesday, 17 June
the General Meeting on
General Meeting record date for Shareholders to be recorded in the Register Friday, 20 June
in order to be eligible to vote at the General Meeting
Forms of proxy for the General Meeting, if lodged with the Transfer Friday, 27 June
Secretaries, to be received by 11:00 on
General Meeting held at 11:00 on Tuesday, 1 July
Results of the General Meeting published on SENS on Tuesday, 1 July
7. FRACTIONAL ENTITLEMENT
The allocation of the Rights Offer Shares will be such that Shareholders will not be allocated a
fraction of a Rights Offer Share and as such any right to receive a fraction of a Rights Offer Share
which:
- is less than one-half of a Rights Offer Share, will be rounded down to the nearest
whole number; and
- is equal to or greater than one-half of a Rights Offer Share but less than a whole
Rights Offer Share, will be rounded up to the nearest whole number,
and no cash portion will be payable for any fractional entitlement.
8. FOREIGN SHAREHOLDERS
Foreign Shareholders may be affected by the prevailing laws in their relevant jurisdictions in
relation to the Rights Offer. Such foreign Shareholders should inform themselves about and
observe any applicable legal requirements of such jurisdiction in relation to all aspects of this
announcement that may affect them, including the Rights Offer. It is the responsibility of each
foreign Shareholder to satisfy itself as to the full observation of the laws and regulatory
requirements of the relevant foreign jurisdiction in connection with the Rights Offer, including the
obtaining of any governmental, exchange or other consents or the making of any filing which may
be required, the compliance with other necessary formalities and the payment of any issue,
transfer or other taxes or other requisite payments due in such jurisdiction. The Rights Offer is
governed by the laws of South Africa and is subject to applicable laws and regulations, including
South African exchange control regulations. The Rights Offer does not constitute an offer in any
jurisdiction in which it is illegal to make such an offer. No action has been taken by APF to obtain
any approval, authorisation, or exemption to permit the issue of Rights Offer Shares or the
possession or distribution of the Rights Offer Circular (or any other publicity material relating to
the Rights Offer Shares) in any jurisdictions other than South Africa.
9. TAX CONSEQUENCES
Shareholders are advised to consult their professional advisors regarding the tax consequences of
the Rights Offer.
10. FINALISATION ANNOUNCEMENT
It is anticipated that the finalisation announcement for the Rights Offer will be released on SENS
on Tuesday, 1 July 2025.
Fourways
30 May 2025
Corporate Advisor and Transaction Sponsor: Bravura Capital (Pty) Limited
Date: 30-05-2025 09:11:00
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