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HYP - Hyprop Investments Limited - Placing of Hyprop Investments Limited

Release Date: 26/10/2011 15:03
Code(s): HYP
Wrap Text

HYP - Hyprop Investments Limited - Placing of Hyprop Investments Limited combined units Hyprop Investments Limited (Incorporated in the Republic of South Africa) (Registration No. 1987/005284/06) Share Code: HYP ISIN Code: ZAE000003430 ("Hyprop") NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO PLACING OF HYPROP INVESTMENTS LIMITED COMBINED UNITS 26 October 2011 - Hyprop Investments Limited ("Hyprop" or the "Company") announces a placing (the "Placing") of up to 15.0 million combined units (the "Placing Units"). The Placing is being carried out in connection with Hyprop`s acquisition of Attfund Retail Limited ("Attfund Retail") pursuant to which Hyprop agreed to place or purchase up to 30.0 million of the 92.0 million consideration units received by the Attfund Retail shareholders in connection with the acquisition. On October 13, Hyprop announced the purchase of 15.0 million units at a price of R54.00 per unit. The Placing is being undertaken by way of an accelerated bookbuild to South African and offshore institutional investors only. Deutsche Bank AG, London Branch is acting as Sole International Bookrunner and Joint Local Bookrunner with Java Capital (Proprietary) Limited in relation to the Placing. IMPORTANT NOTICES This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is or may be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Deutsche Bank AG, London Branch or Java Capital (Proprietary) Limited (together the "Joint Bookrunners") or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed. The distribution of this announcement and the offering of the Placing Units in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company or the Joint Bookrunners or any of their respective affiliates that would permit an offering of such Units or possession or distribution of this announcement or any other offering or publicity material relating to such Units in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe such restrictions. The price of Units and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of the Units. Members of the public are not eligible to take part in the Placing. This announcement is directed only at persons in member states in the European Economic Area (the "EEA"), who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of Directive 2003/71/EC (the "Prospectus Directive"). In addition, in the United Kingdom, this announcement is directed only at Qualified Investors that also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which the announcement relates is available only to (i) in the United Kingdom, relevant persons and (ii) in any member state of the EEA other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company. This announcement is not for distribution, directly or indirectly, in or into the United States (such term to be understood throughout this announcement as including the United States` territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to acquire Units in the capital of the Company in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Units referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to exceptions, the Placing Units referred to in this announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere. The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Units have not been, and nor will they be, registered under the securities laws of any state, province or territory of Australia, Canada or Japan. Accordingly, the Placing Units may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction outside the United Kingdom. The Placing Units have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful. Residents of South Africa are subject to exchange control regulations as issued from time to time by the Financial Surveillance Department of the South African Reserve Bank ("SARB") and are advised to seek independent advice regarding any permissions that may be required of the Financial Surveillance Department of the SARB with regard to the acquisition of Placing Units by any resident of South Africa. To the extent that Placing Units are offered for subscription, acquisition or sale in South Africa, such offer is being effected in terms of section 96(1)(b)of the South African Companies Act and does not constitute an offer to the public or any sector of the public within the meaning of the South African Companies Act. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action. The Placing Units to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the securities exchange operated by the JSE Limited. Neither the content of the Company`s website nor any website accessible by hyperlinks on the Company`s website is incorporated in, or forms part of, this announcement. Deutsche Bank AG, London Branch is acting for Hyprop and no one else in connection with the potential issue and will not be responsible to anyone other than the issuer for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in connection with the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG`s authorisation and regulation by the FSA are available on request. Sponsor Java Capital Date: 26/10/2011 15:03:02 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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