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OCT - Octodec Investments Limited - Announcement regarding the waiver of a
mandatory offer and the declaration of a rights offer 11 June 2012
Octodec Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
Share Code: OCT
ISIN Code: ZAE000005104
("Octodec" or "the Company")
Waiver of mandatory offer ("waiver") and subsequent capital raising of R300
million by way of a renounceable rights offer (the "rights offer")
1 Introduction
Octodec linked unitholders are advised that Octodec intends to raise equity
capital of up to R300 million by way of a renounceable rights offer of 18
927 445 new Octodec linked units at an issue price of 1 585 cents per
linked unit in the ratio of 21.196 rights offer units for every 100 Octodec
linked units held at the close of business on the record date for the
rights offer.
If the rights offer is implemented, it is likely that the linked
unitholding in Octodec held by Alec Wapnick, Jeffrey Wapnick, Sharon
Wapnick and persons related or inter-related to each of them (collectively
"the Wapnick family") will cross the 35% Takeover Regulation Panel ("TRP")
threshold, triggering a mandatory offer ("mandatory offer") in accordance
with regulation 86(4) of the Companies Regulations, 2011 ("Companies
Regulations"). The Wapnick family`s linked unitholding in Octodec was
34.99% as at the date of this announcement.
The implementation of the rights offer is thus subject to the Wapnick
family receiving TRP dispensation from the obligation to make the mandatory
offer, at the rights offer price of 1 585 cents, which is subject to
approval by a majority of independent linked unitholders.
2 Waiver of the mandatory offer
2.1 TRP dispensation
The TRP has advised that it is willing to consider an application to
grant a dispensation to the Wapnick family from the obligation to make
the mandatory offer at the rights offer price of 1 585 cents ("TRP
dispensation").
The TRP dispensation is subject to a majority of independent linked
unitholders voting in favour of the ordinary resolution to approve the
waiver ("the whitewash resolution") and is also subject to the TRP
considering any valid objections or representations (if any) made by
independent linked unitholders.
Any independent linked unitholder who wishes to object to the TRP
dispensation shall have 10 (ten) business days from the date of
posting of the circular detailing the whitewash resolution ("the
whitewash circular") to raise such an objection with the TRP. The
procedure for making objections will be detailed in the whitewash
circular.
2.2 Letter of support
Stanlib Asset Management, holding directly and indirectly, 16,484,272
Octodec linked units, comprising approximately 18.46% of the issued
linked units (representing 28.40% of the independent Octodec linked
units in issue) has furnished a letter of support to vote in favour of
the whitewash resolution.
2.3 General meeting
The whitewash circular, containing a notice convening a general
meeting of Octodec linked unitholders to be held at 12:00 on
Wednesday, 11 July 2012 at the offices of Octodec to consider the
whitewash resolution, will be posted to Octodec linked unitholders on
Tuesday, 12 June 2012.
2.4 Salient dates and times relating to the waiver of the mandatory offer
2012
Circular posted to linked unitholders Tuesday, 12 June
Last date to lodge objections with the TRP at Wednesday, 27 June
12:00 on
Forms of proxy to be received by 12:00 on Monday, 9 July
Last day to trade in Octodec linked units on Friday, 29, June
the JSE in order to be eligible to vote at
the general meeting
Record date for the general meeting Friday, 6 July
General meeting to be held at Octodec`s Wednesday, 11 July
offices, CPA House, 101 Du Toit Street,
Pretoria, 0002, at 12:00 on
Results of general meeting released on SENS Wednesday, 11 July
on
3 Rights offer
3.1 Rationale for the rights offer
It is becoming increasingly difficult for Octodec to expand and
upgrade its property portfolio relying only on debt funding. The
capital raised will create a platform from which Octodec can pursue
further growth opportunities. The additional capital raised by Octodec
pursuant to the rights offer will be utilised initially to repay debt
in the short-term and thereafter fund acquisitions and several
redevelopments of properties. It is anticipated that the upgrades will
attract better tenants at higher rentals.
3.2 Salient terms of the proposed rights offer
Octodec intends to raise up to R300million, before expenses, by means
of a rights offer of 18 927 445 linked units, at an issue price of 1
585 cents per linked unit, in the ratio of 21.196 rights offer units
for every 100 linked units held on the record date.
Based on Octodec`s most recent distribution for the six month period
ended 29 February 2012, the rights offer price of 1 585 cents per
linked unit effectively includes an accrued distribution of 36 cents
per linked unit for the six month period ended 31 August 2012. On this
basis, the ex entitlement rights offer price is 1 549 cents per linked
unit, which represents a:
* 1.70% discount to the 30 day ex entitlement volume weighted
average price ("VWAP") of Octodec linked units listed on the JSE
Limited ("the JSE") as at the close of business on Friday, 8 June
2012; and
* 2.66% discount to the ex entitlement closing price of Octodec on
the JSE on Friday, 8 June 2012.
The rights offer price of 1 585 cents per linked unit represents a
0.94% discount to the closing price of Octodec on the JSE Friday, 8
June 2012 and a 3.35% discount to the 30-day VWAP of Octodec on
Friday, 8 June 2012. The rights offer linked units will, upon
allotment and issue, rank pari passu with the existing issued Octodec
linked units in terms of both voting and distribution rights.
The abovementioned information has not been reviewed and reported on
by Octodec`s auditors.
3.3 Excess applications
All rights offer units not taken up in terms of the rights offer will
be available to the holders of letters of allocation, who may apply
for excess applications.
Any excess applications will be allocated to applicants in an
equitable manner by the directors in accordance with the provisions of
paragraph 5.33 of the JSE listings requirements.
3.4 Linked unitholder commitments
The Wapnick family has undertaken to follow their rights in respect of
their entire unitholding, which amounts to R104 980 066, in respect of
the rights offer.
In addition, the Wapnick family has undertaken to apply for excess
applications to the value of at least R50million, and therefore
Octodec will raise a minimum of R154 980 066 pursuant to the rights
offer.
3.5 Conditions precedent
The implementation of the rights offer is subject to:
* the Wapnick family receiving the TRP dispensation; and
* the JSE granting their approval for the rights offer and all
documents ancillary thereto.
3.6 Salient dates and times relating to the rights offer
The salient dates and times in respect of the rights offer are set out
below:
2012
Finalisation date announcement released on Friday, 13 July
SENS on
Last day to trade in Octodec linked units on Friday, 20 July
the JSE in order to settle by the record date
and thus be recorded as a linked unitholder
in order to be entitled to participate in the
rights offer on
Octodec linked units trade ex-rights offer Monday, 23 July
entitlement on the JSE from
Listing and trading on the JSE of the letters Monday, 23 July
of allocation from the commencement of trade
on
Record date in order to be entitled to Friday, 27 July
participate in the rights offer on
Rights offer opens at 09:00 and the circular Monday, 30 July
including a form of instruction (where
applicable) to be mailed to linked
unitholders on
Letters of allocation credited to an Monday, 30 July
electronic account held at the transfer
secretaries in respect of holders of
certificated Octodec linked units on
CSDP or broker accounts credited with Monday, 30 July
entitlements in respect of holders of
dematerialised Octodec linked units on
Last day to trade in the letters of Friday, 10 August
allocation on the JSE in order to settle by
close of the rights offer on
Listing and trading on the JSE of rights Monday, 13 August
offer units commence at 09:00 on
Payment to be made and form of instruction to Friday, 17 August
be lodged with the transfer secretaries by
holders of certificated Octodec linked
unitholders by 12:00 on
Rights offer closes at 12:00 on Friday, 17 August
Record date for the letters of allocation Friday, 17 August
Rights offer units issued on Monday, 20 August
CSDP or broker accounts of holders of Monday, 20 August
dematerialised Octodec linked units debited
and updated with rights offer units and
linked unit certificates posted to linked
unitholders
Results of the rights offer announcement Monday, 20 August
released on SENS on
Announcement giving results of the rights Tuesday, 21 August
offer published in the national press on
Refund cheques, if applicable, and linked Wednesday, 22
unit certificates posted to certificated August
linked unitholders in respect of excess
applications, on or about
Notes:
1 All times indicated shown in this circular are South African times.
2 Octodec linked units may not be dematerialised/re-materialised between
Monday, 23 July 2012 and Friday, 27 July 2012, both days inclusive.
3 CSDPs effect payment in respect of dematerialised unitholders on a
delivery-versus-payment method.
4 The abovementioned dates and times are subject to amendment. Any such
amendment will be released on SENS and published in the South African
press.
3.7 Jurisdiction
The distribution of this announcement in certain jurisdictions may be
restricted. This announcement should not be distributed in any territory
other than where it is lawful to make such an offer.
This announcement is not an offer for the sale of securities. The
securities discussed herein have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act"), or under any securities laws of any state or other jurisdiction of
the United States and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly,
within the United States absent an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and
in compliance with any applicable securities laws of any state or other
jurisdiction of the United States. Octodec does not intend to register any
part of the rights offer in the United States.
This announcement does not constitute an offer of, or an invitation to
purchase, any securities of Octodec in the District of Columbia, the United
States of America, the Dominion of Canada, the Commonwealth of Australia,
Japan, or in any other jurisdiction in which, or to any person to whom, it
would not be lawful to make such an offer.
Johannesburg
11 June 2012
Investment Bank and Sponsor
Nedbank Capital
Legal adviser
Tugendhaft Wapnick Banchetti and Partners
Date: 11/06/2012 16:42:01 Supplied by www.sharenet.co.za
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