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Expression of interest and renewal of cautionary announcement
TOWER PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2012/066457/06)
JSE share code: TWR ISIN: ZAE000179040
(Approved as a REIT by the JSE)
(“Tower” or “the Company”)
EXPRESSION OF INTEREST AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. POTENTIAL TRANSACTION
Tower shareholders are referred to the various cautionary announcements released on SENS, the latest of
which was released on 11 May 2021, advising them that Tower was in discussions which, if successfully
concluded, may have a material effect on the price of the Company’s securities.
Shareholders are advised that Tower is in discussions relating to a non-binding expression of interest
(“EOI”), received from RDC Properties Limited (“RDC”) - a multinational African property and
investment development group, listed on the Botswana Stock Exchange (“BSE”).
The EOI contemplates a potential transaction which, if implemented, would result in the acquisition of all,
or the majority, of Tower shares not already owned by RDC, and the potential subsequent delisting of
Tower shares from the Johannesburg Stock Exchange (“JSE”) (the “Potential Transaction”). The
Potential Transaction contemplates:
- a cash offer by RDC to acquire all of the ordinary shares in Tower it does not already own, for a
purchase consideration of R4.00 per Tower share, on a cum distribution basis (“Cash
Consideration”), by way of a scheme of arrangement in accordance with section 114 of the
Companies Act, No. 71 of 2008 (“Companies Act”) (the “Scheme”); and
- a standby general offer to Tower shareholders to acquire their Tower shares for a price equal to the
Cash Consideration (“General Offer”), which would be conditional on, inter alia, (i) the Scheme
failing to become operative and (ii) a sufficient number of acceptances of the General Offer being
received to result in RDC obtaining control of Tower (such control deemed to be no less than
50%+1 Tower share in respect of voting rights); and
- the potential delisting of all Tower shares from the JSE pursuant to the implementation of the
Scheme or pursuant to the General Offer being implemented and the delisting being approved by
shareholders.
2. PROGRESS TO DATE
The EOI was accompanied by various undertakings, commitments and letters of comfort from RDC’s
shareholders and funders, that gave a reasonable degree of comfort to the Tower board that RDC had
sufficient levels of support from its shareholders to proceed with the Potential Transaction and would be
able to discharge the Cash Consideration. Based on this comfort, the Tower board allowed RDC to
undertake a limited due diligence of Tower and RDC has confirmed that it is satisfied with the outcome
thereof.
Furthermore, RDC has engaged with certain key Tower shareholders and has informed Tower that it has
obtained irrevocable letters of support to vote in favour of the resolutions required to implement the
Scheme from:
Shareholder Percentage of Tower
Number of Tower shares held (excluding
shares held treasury shares)
Allan Gray Clients 98,205,050 29.1%
Prescient Fund Managers 49,818,534 14.8%
Bridge Fund Managers 46,503,400 13.8%
Total irrevocable commitments 194,562,984 57.7%
The Cash Consideration represents a premium to the closing market price and 30-day volume weighted
average traded price (“VWAP”) respectively per Tower share on 24 March 2021, being the day before the
initial Tower cautionary announcement on SENS of:
- 61.3% premium to closing market price; and
- 55.7% premium to the 30-day VWAP.
The Tower board of directors has constituted an independent board (the “Independent Board”),
comprising John Bester, Andrew Dalling, Athi Magwentshu, Nicola Milne and Raven Naidoo, to consider
and engage with RDC in relation to the Potential Transaction.
The Independent Board collectively and individually accepts responsibility for the information contained
in this announcement and certifies that, to the best of its knowledge and belief, the information contained
in this announcement relating to Tower is true and this announcement does not omit anything that is likely
to affect the import of such information.
3. RENEWAL OF CAUTIONARY ANNOUNCEMENT
This announcement does not constitute an offer, undertaking or firm intention to make an offer to Tower
shareholders by any party, including RDC.
Tower shareholders are referred to the announcement issued by RDC on the BSE on 27 May 2021.
Accordingly, Tower shareholders are advised to continue to exercise caution when trading in their Tower
shares until a further announcement is made.
27 May 2021
Sponsor Corporate advisor to Tower Legal advisor to Tower
Java Capital Ferryman Capital Partners Cliffe Dekker Hofmeyr Inc
Corporate advisor to RDC South African legal advisor to RDC
Investec Bank Limited Fuxmans Inc.
Date: 27-05-2021 09:00:00
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