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Declaration announcement and terms of the Investec Property Fund renounceable rights offer
INVESTEC PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2008/011366/06)
Share code: IPF ISIN: ZAE000155099
(“Investec Property Fund” or “the Fund”)
DECLARATION ANNOUNCEMENT AND TERMS OF THE INVESTEC PROPERTY FUND RENOUNCEABLE RIGHTS OFFER
1. Introduction
Investec Property Fund Linked Unitholders (“Linked Unitholders”) are referred to the announcement dated 27th
August 2012 whereby Unitholders were advised that the Fund intends to undertake a rights offer to fund recently
announced acquisitions, subject to the approval by Linked Unitholders of the necessary resolutions to implement
such acquisitions. The Fund proposes to raise R1.56 billion through the issue of 113,220,000 new Investec
Property Fund linked units (“Rights Offer Linked Units”) at an issue price of R13.82 per linked unit (“Rights
Offer Issue Price”) in the ratio of 66.60 Rights Offer Linked Units for every 100 linked units held on the record
date for the rights offer (“Rights Offer”).
The Rights Offer Issue Price of R13.82 per linked unit effectively includes an estimated accrued distribution of 57
cents for the period from 1 April 2012 to 4 November 2012 which will be distributed to Linked Unitholders when
the Fund makes its interim distribution during December 2012 and final distribution during June 2013. On this
basis, the Rights Offer Issue Price excluding the accrued distribution for the applicable periods (“Clean Price”) at
which the Rights Offer Linked Units will be issued is R13.25 per linked unit.
The Rights Offer Issue Price of R13.82 per linked unit represents a:
- 8.4% discount to the 30-day volume-weighted average price of Investec Property Fund linked units listed
on the JSE as at the close of business on Friday, 24 August 2012 being the last business day
prior to the release of the SENS announcement dated 27 August 2012; and
- 11.5% discount to the closing price of Investec Property Fund linked units on the JSE on Friday, 24
August 2012.
The Rights Offer Linked Units will, upon allotment and issue rank pari passu with the existing issued linked units
in terms of both voting and dividend rights. Excess applications will be allowed.
2. Rationale for the Rights Offer
As advised in the SENS announcements released on 21 June 2012, 9 July 2012 and 27 August 2012, the Fund
has concluded agreements for the acquisition of the following properties:
- Nonkqubela mall, from Bakoro Capital Partners for a purchase consideration of R100,500,000;
- Megamark Mall, from Ivory Pewter Trading 18 Proprietary Limited for an aggregate purchase
consideration of approximately R217,973,539;
- a portfolio of 12 retail properties from various subsidiaries of S Giuricich Holdings Proprietary Limited for
an aggregate purchase consideration of R742,800,000 (“the Giuricich Acquisition” as detailed in the
Circular dated 27 August 2012); and
- the Firs, Investec Pretoria and Balfour properties from Investec Limited for an aggregate purchase
consideration of approximately R839,252,295 (“the Investec Acquisitions” as detailed in the circular
dated 27 August 2012);
The acquisitions detailed above, collectively valued at approximately R1.9 billion, will be funded through vendor
placements and the proceeds of the Rights Offer. Post the Rights Offer, the Fund will have a conservative
gearing ratio of 11% providing it with significant debt capacity to pursue further debt-funded acquisitions
thereafter.
3. Excess applications
All Rights Offer Linked 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 of the Fund in
accordance with the provisions of paragraph 5.33 of the Listings Requirements of the JSE.
4. Irrevocable letters of undertaking
Linked Unitholders holding directly and indirectly, approximately 120,524,724 linked units, comprising
approximately 70.90% of the Investec Property Fund linked units in issue, have provided irrevocable
commitments to take up their rights in respect of the Rights Offer.
A summary of the irrevocable letters of undertaking provided by Linked Unitholders is provided in the table
below:
Current shareholding Commitment
Existing linked Value of Rights Offer
Shareholder units held Interest (%) entitlement (R)
Investec Limited 85,000,100 50.00% 782,351,126
Stanlib 14,639,448 8.61% 134,743,231
Investec Asset Management 8,080,455 4.75% 74,373,477
Arzteversorgung Niedersachsen 5,265,480 3.10% 48,464,114
Sam Hackner 3,689,474 2.17% 33,958,366
Coronation Fund Managers 2,344,978 1.38% 21,583,454
Sam Leon 1,504,789 0.89% 13,850,252
Total commitments received (excl. excess applications) 120,524,724 70.90% 1,109,324,020
In addition, excess applications covering approximately 32.4% of the R1.56 billion Rights Offer have been
received.
5. Conditions precedent
The final implementation of the Rights Offer will be subject to the following conditions precedent:
- all the necessary resolutions to implement the Giuricich Acquisition and the Investec Acquisitions and the
authority to issue linked units in terms of the Rights Offer are passed at the general meeting of Linked
Unitholders to be held at 09:00 on Thursday, 27 September 2012 in the 2nd Floor Boardroom, Investec
Bank Limited, 100 Grayston Drive, Sandown, Sandton;
- the JSE granting a listing for the Rights Offer Linked Units; and
- the JSE granting their approval for the Rights Offer circular and all documents ancillary thereto.
6. Financial effects of the Rights Offer
The financial effects of the Rights Offer are still being finalised and will be published in the finalisation
announcement to be released on or about 27 September 2012.
7. Salient dates and times
The proposed salient dates and times in respect of the Rights Offer are set out below:
2012
Declaration date announcement released on SENS on Thursday, 20 September
Declaration date announcement published in the press on Friday, 21 September
General meeting Thursday, 27 September
Finalisation date announcement released on SENS on Thursday, 27 September
Finalisation date announcement published in the press on Friday, 28 September
Last date to trade in linked units on the JSE for settlement by the Record Date
and to be recorded as a qualifying Unitholder for the purpose of receiving Rights Friday, 5 October
Offer Circular
Linked Units trade ex-rights on the JSE from Monday, 8 October
Listing and trading on the JSE of the letters of allocation from the commencement Monday, 8 October
of trade on
Record date in order to be entitled to participate in the Rights Offer (“Record
Date”) on Friday, 12 October
Rights Offer opens at 09:00 and the Circular, including a form of instruction
where applicable), mailed to Linked Unitholders on Monday, 15 October
Letters of allocation credited to an electronic account held at the Transfer
Secretaries in respect of certificated Linked Unitholders on Monday, 15 October
CSDP or broker accounts credited with rights in respect of dematerialised Linked
Units on Monday, 15 October
Last day to trade in the letters of allocation on the JSE in order to settle by close Friday, 26 October
of the Rights Offer on
Listing and trading on the JSE of Right Offer Linked Units commences at 09:00 on Monday, 29 October
Payment to be made, and form of instruction to be lodged, with the Transfer
Secretaries by certificated Linked Unitholders by 12:00 on Friday, 2 November
Rights Offer closes at 12:00 on Friday, 2 November
Record date for letters of allocation on Friday, 2 November
Rights Offer Linked Units issued on Monday, 5 November
Dematerialised unitholders accounts updated and debited by CSDP or broker with
rights offer linked units on Monday, 5 November
Results of Rights Offer announced on SENS on Monday, 5 November
Results of Rights Offer announced in the press on Tuesday, 6 November
Refunds (if any) to certificated Linked Unitholders in respect of unsuccessful
excess applications made and/or linked unit certificates posted on or about Wednesday, 7 November
Dematerialised unitholders accounts updated and debited by CSDP or broker in Wednesday, 7 November
respect of any excess linked units allocated on
1. All times indicated in this announcement are South African times.
2. Dematerialised Linked 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 Linked Unitholder and its
CSDP or broker.
3. Linked unit certificates may not be dematerialised or rematerialised between Monday, 8 October 2012 and Friday, 12
October 2012, both days inclusive.
4. Dematerialised Linked Unitholders will have their accounts at their CSDP or broker automatically credited with their rights
and certificated Linked Unitholders will have their rights credited to a nominee account at Computershare.
8. Finalisation announcement
It is anticipated that the finalisation announcement for the Rights Offer will be released on SENS on Friday, 27
September 2012.
9. Posting of Rights Offer circular
Linked Unitholders are advised that a circular containing full details of the terms of the Rights Offer and a form of
instruction will be mailed to all Linked Unitholders on or about Monday, 15 October 2012.
Investment Bank and Sponsor
Investec Corporate Finance
Independent sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Reporting accountant
Ernst & Young Inc.
Johannesburg
20 September 2012
Date: 20/09/2012 10:21:00 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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