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CPL / PAP - Capital Property Fund / Pangbourne Properties Limited - Capital`s
firm intention to offer to acquire all Pangbourne linked units and cautionary
announcements
Capital Property Fund
Share Code: CPL
ISIN: ZAE000001731
("Capital")
(A portfolio in Capital Property Trust Scheme, a Collective Investment Scheme in
Property established in terms of the Collective Investment Schemes Control Act,
No 45 of 2002)
Managed by Property Fund Managers Limited
("PFM")
(Registration No. 1980/009531/06)
Pangbourne Properties Limited
(Registration No.1987/002352/06)
Share Code: PAP
ISIN: ZAE000005252
("Pangbourne")
CAPITAL`S FIRM INTENTION TO OFFER TO ACQUIRE ALL PANGBOURNE LINKED UNITS AND
CAUTIONARY ANNOUNCEMENTS
INTRODUCTION
Capital and Pangbourne unitholders are advised that Capital has informed
Pangbourne of its firm intention to offer ("the offer") to acquire all
Pangbourne linked units in issue that are not already held by Capital pursuant
to a scheme of arrangement (the "scheme") to be proposed by Capital in terms of
section 311 of the Companies Act, No. 61 of 1973 (or, if appropriate, section
114 of the Companies Act, No. 71 of 2008) between Pangbourne and its unitholders
(the "offerees"). The offer is primarily on the basis of an all-unit
consideration which would entail all Pangbourne unitholders ("scheme
members")swapping their linked units in Pangbourne for units in Capital.
RATIONALE
Following implementation of the scheme, Capital will be one of the largest
property funds in South Africa, by market capitalisation, with an industrial and
commercial focus. The anticipated benefits will include economies of scale, a
market appropriate gearing level for the combined portfolio and improved
liquidity for unitholders.
TERMS OF THE OFFER
The consideration to be offered by Capital for Pangbourne linked units will
comprise Capital units calculated on a swap ratio of 2,38 Capital units per
Pangbourne unit (the "swap ratio")save that any Pangbourne unit holder that
would receive in aggregate 1 190 or less Capital units will instead receive a
cash consideration of R20,00 per Pangbourne linked unit, unless that unitholder
elects to receive Capital units at the swap ratio.
The swap ratio has been determined on the basis that:
- immediately prior to the operative date of the scheme (anticipated to be
during or about April 2011), Pangbourne will have 441 745 837 linked units
in issue and there will be no outstanding options or subscription rights to
Pangbourne linked units under any linked unit incentive scheme or
otherwise;
- the effective date of the acquisition of Pangbourne units by Capital will
be 1 January 2011 ("the effective date") so that, between the effective
date and the operative date of the scheme, Pangbourne will not have made
any payments to its unitholders in respect of income periods commencing on
or after the effective date; and
- with effect from the effective date the asset management fee charged by PFM
in respect of Capital will be reduced from 0,5% to 0,4% of the market
capitalisation and borrowings of Capital ("the management fee reduction").
Accordingly, in respect of Pangbourne units swapped for Capital units on
implementation of the scheme:
- Pangbourne`s income distribution in respect of all income periods
commencing on or after the effective date will be for the benefit of
Capital; and
- Pangbourne unitholders will have received Capital units in time to
participate in Capital income distributions for income periods commencing
on or after the effective date.
The scheme will be subject to the following conditions:
- receipt of all necessary unitholder approvals, including approval by the
requisite majority of Capital unitholders of the acquisition of all
Pangbourne linked units in issue that are not already held by Capital in
terms of the scheme (as further detailed below, a general meeting of
Capital unitholders will be concluded for this purpose);
- receipt of all approvals required to effect the management fee reduction;
receipt of all necessary regulatory and statutory approvals including:
- the approval of the JSE Limited, the Securities Regulation Panel and
the Registrar of Collective Investment Schemes;
- the unconditional approval (or approval acceptable to Capital) of the
Competition authorities for the implementation of the offer and the
acquisition by Capital of all Pangbourne linked units in issue that
are not already held by Capital;
- the High Court of South Africa authorising the convening of a scheme
meeting of the offerees (if required);
- the scheme being approved by a majority representing not less than three
fourths of the votes exercisable by the scheme members present and voting
either in person or by proxy at the scheme meeting;
- the sanctioning of the scheme by the High Court (if required); and
- registration of a certified copy of the Order of Court (or appropriate
special resolution) by the Registrar of Companies.
Conditions must be fulfilled no later than 30 June 2011 or such later date as
may be agreed to by Capital.
On fulfilment of the conditions to and implementation of the scheme, Capital
will hold 100% of the issued linked units of Pangbourne and Pangbourne will be
delisted from the JSE Limited.
EXTERNAL ADVICE AND THE VIEWS OF THE PANGBOURNE BOARD ON THE OFFER
The Pangbourne board will appoint an independent advisor to provide the board
with external advice as required in terms of the SRP Code. The substance of the
external advice and the views of the board will be set out in the circular to be
posted to Pangbourne unitholders.
FINANCIAL EFFECTS, FURTHER DOCUMENTATION AND CAUTIONARY ANNOUNCEMENTS
The financial effects of the offer on Pangbourne and Pangbourne unitholders and
on Capital and Capital unitholders have not been finalised and will be published
in due course.
As the transaction constitutes a reverse take-over of Capital in terms of the
JSE Listings Requirements, Capital will be issuing a circular and revised
listings particulars to unitholders containing further information as required
under the JSE Listings Requirements, including information pertaining to
Pangbourne`s property portfolio, which circular will contain a notice convening
a general meeting of Capital unitholders to obtain the required unitholder
approvals for the acquisition of Pangbourne in terms of the scheme.
A circular containing full details of the offer, the scheme and notice of the
scheme meeting will be posted to Pangbourne unitholders in due course.
Pending further announcements, Pangbourne and Capital unitholders are advised to
exercise caution in dealing with their securities.
24 November 2010
Corporate advisor and legal advisor to Capital
Java Capital (Proprietary) Limited
Sponsor to Capital
Java Capital Trustees and Sponsors (Proprietary) Limited
Sponsor to Pangbourne
Java Capital Trustees and Sponsors (Proprietary) Limited
Date: 24/11/2010 17:22:01 Supplied by www.sharenet.co.za
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