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FPT - Fountainhead Property Trust - Rights Offer Finalisation Announcement
Fountainhead Property Trust
JSE code: FPT
ISIN: ZAE000097416
("Fountainhead")
a portfolio forming part of the Fountainhead Property Trust Scheme ("the
Scheme"), a collective investment scheme in property established in terms of
the Collective Investment Schemes Control Act, No. 45 of 2002, as amended,
and managed by
Fountainhead Property Trust Management Limited
(Registration number 1983/003324/06)
RIGHTS OFFER FINALISATION ANNOUNCEMENT
1. Introduction
Fountainhead unitholders are referred to the rights offer declaration
announcement released on the Securities Exchange News Service ("SENS") of the
JSE Limited ("JSE") on 21 February 2011 and in the South African press on 22
February 2011 in which Fountainhead announced the terms of its R1.0 billion
rights offer (the "Rights Offer").
2. Terms of the Rights Offer
In terms of the Rights Offer, 166 666 667 new Fountainhead units ("Rights
Offer Units") will be offered for subscription to Fountainhead unitholders
recorded in the register at 17h00 on the record date for the Rights Offer,
being Friday, 18 March 2011 ("Qualifying Unitholders"), on the basis of
16.73288 new Fountainhead units for every 100 Fountainhead units held by such
unitholders, at 600 cents per Rights Offer Unit.
Applications for additional Rights Offer Units will be allowed.
The Rights Offer has not been underwritten.
The Rights Offer price has been calculated on the basis that the Rights Offer
Units will qualify for the full distribution in respect of the six-month
period ended 30 March 2011, notwithstanding the date of the allotment and
issue of such Rights Offer Units.
The Rights Offer price accordingly includes a prepaid distribution of 27.71
cents, being an estimate of the distribution that will be paid for the six-
month period 1 October 2010 to 31 March 2011. This estimate has not been
reviewed by nor reported on by Fountainhead`s external auditors.
This has been done to ensure that the Rights Offer does not dilute
Fountainhead`s distribution to existing unitholders for the period in
question. The amount received in respect of prepaid distributions will be
recognised as income to Fountainhead.
3. Conditions precedent
All conditions precedent to the Rights Offer have now been fulfilled:
- approval of the Rights Offer circular has been obtained from the Registrar
of Collective Investment Schemes;
- approval of the Rights Offer circular has been obtained from the South
African Reserve Bank;
- approval of the Rights Offer circular has been obtained from the JSE; and
- approval of the listing of the letters of allocation and the listing of the
Rights Offer Units has been obtained from the JSE.
4. Salient dates and times
The salient dates and times in respect of the Rights Offer are set out below.
2011
Last day to trade in Fountainhead units in order to Friday, 11 March
participate in the Rights Offer (cum-entitlement) on
Fountainhead units commence trading ex-entitlement at Monday, 14 March
09h00 on
Listing of and trading in the letters of allocation on Monday, 14 March
the JSE commences at 09h00 on
Record date for the Rights Offer on Friday, 18 March
Rights Offer circular and form of instruction, where Tuesday, 22 March
applicable, posted to Qualifying Unitholders on
Rights Offer opens at 09h00 on Tuesday, 22 March
Letters of allocation credited to an electronic Tuesday, 22 March
account held at the transfer secretaries in respect of
holders of certificated units on
CSDP or broker accounts credited with entitlements in Tuesday, 22 March
respect of holders of dematerialised units on
Last day for trading letters of allocation on the JSE Friday, 1 April
on
Listing of Rights Offer Units and trading therein on Monday, 4 April
the JSE commences at 09h00 on
Rights Offer closes at 12h00 on Friday, 8 April
Rights Offer Units issued on Monday, 11 April
CSDP or broker accounts in respect of holders of Monday, 11 April
dematerialised units debited and updated with Rights
Offer Units and unit certificates posted to
certificated unitholders by registered post on or
about
Results of the Rights Offer released on SENS on Monday, 11 April
Results of the Rights Offer published in the press on Tuesday, 12 April
Rights Offer Units in respect of excess applications Wednesday, 13 April
issued on or about
CSDP or broker accounts of holders of dematerialised Wednesday, 13 April
units debited and updated with Rights Offer Units in
respect of excess applications, if applicable, and
unit certificates (in respect of excess applications,
if applicable) posted to certificated unitholders by
registered post on or about
Refund cheques, if applicable, posted to holders of Wednesday, 13 April
certificated units in respect of unsuccessful excess
applications on or about
Notes:
1) Unit certificates may not be dematerialised or rematerialised between
Monday, 14 March 2011 and Friday, 18 March 2011, both days inclusive.
2) CSDPs effect payment on a delivery versus payment basis in respect of
dematerialised units.
3) Dematerialised unitholders are required to inform their CSDP or broker of
their instructions in terms of the Rights Offer in the manner and time
stipulated in the agreement governing the relationship between the unitholder
and their CSDP or broker.
4) All times are South African times.
5. Rights Offer circular
On or about Tuesday, 22 March 2011, the Rights Offer circular and a form of
instruction in respect of a letter of allocation, where applicable, will be
posted to all Fountainhead unitholders registered on the record date for the
Rights Offer. The Rights Offer circular will also be available in electronic
form on Fountainhead`s website www.fountainheadproperty.co.za from Monday, 14
March 2011.
6. Jurisdiction
The Rights Offer does not constitute an offer in any jurisdiction in which it
is illegal to make such an offer.
Unitholders holding Fountainhead units on behalf of persons who are resident
outside the common monetary area are responsible for ensuring that taking up
the Rights Offer, or trading in their entitlements under that offer, do not
breach regulations in the relevant overseas jurisdictions.
Johannesburg
4 March 2011
Investment bank and sponsor
Standard Bank
Independent sponsor
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Independent reporting accountants
KPMG Inc.
Legal adviser
Edward Nathan Sonnenbergs Inc.
Date: 04/03/2011 08:00:02 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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