Disposal of Delta’s linked unitholding in Ascension Properties Limited and withdrawal of cautionary
Delta Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
Share code: DLT ISIN: ZAE000172052
REIT status approved
("Delta" or “the Company”)
ANNOUNCEMENT REGARDING THE DISPOSAL OF DELTA’S LINKED
UNITHOLDING IN ASCENSION PROPERTIES LIMITED (“ASCENSION”) AND
WITHDRAWAL OF CAUTIONARY
1.1. Background
Holders of Delta linked units (“Delta Linked
Unitholders”) are referred to the joint announcement
released by the Company on SENS on 25 February 2014
wherein it was announced that Delta, Rebosis Property
Fund Limited (“Rebosis”) and Ascension (collectively,
“the Parties”) had entered into a co-operation agreement
in terms of which the Parties would explore a tripartite
merger (“the Proposed Merger”).
Delta Linked Unitholders are further referred to the
announcement released on SENS on 24 June 2014, wherein it
was announced that all discussions pertaining to the
Proposed Merger have been concluded by the Parties.
1.2. Disposal of Delta’s linked unitholding in Ascension
Delta linked unitholders are advised that Delta has
entered into an agreement with Rebosis (“the Sale
Agreement”)in terms of which it was agreed that Delta
will sell its entire holding of Ascension units (“the
Disposal”), namely 28 001 628 Ascension A linked units
(the “AIA units”) and 82 575 341 Ascension B linked units
(the “AIB units”) to Rebosis for a cash consideration of
R4.76 per AIA unit and R2.61 per AIB unit, being the 30
day volume weighted average price per unit taken prior to
signature of the Sale Agreement.
The aggregate cash consideration of R349m (three hundred
and forty nine million Rand)(“the Proceeds from the
Disposal”) is payable to Delta within five business days
of the effective date which is anticipated to be on or
about 14 July 2014.
In accordance with the Sale Agreement, Delta will receive
an additional R3m (three million Rand) towards costs
incurred by Delta in pursuance of the Proposed Merger.
The Proceeds from the Disposal will be applied by the
Company towards the repayment of its existing debt
facilities.
There are no outstanding conditions precedent to the
Sales Agreement.
1.3. Unaudited pro forma financial effects of the Disposal
The effects of the Disposal on Delta’s net asset value
and tangible net asset value per linked unit, basic and
diluted earnings per linked unit, headline and diluted
headline earnings per linked unit and distribution per
linked unit are not significant and accordingly have not
been disclosed.
1.4. Categorisation
The Disposal is categorised as a Category 2 transaction
in terms of JSE Listings Requirements and accordingly
does not require approval by Delta Linked Unitholders.
1.5. Withdrawal of the cautionary
Having regard to the information set out above, the
cautionary announcement released on SENS on 25 February
2014 relating to the Proposed Merger is hereby withdrawn.
25 June 2014
Johannesburg
Investment bank and sponsor
Nedbank Capital
Legal advisor to Delta
Bowman Gilfillan Inc.
Date: 25/06/2014 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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