SYCOM PROPERTY FUND - Information announcement regarding a public censure imposed by the JSE Limited relating to general issues for cash

Information announcement regarding a public censure imposed by the JSE Limited relating to general issues for cash

Sycom Property Fund
A Collective Investment Scheme in Property (“CISP”)
registered in terms of the Collective
Investment Schemes Control Act, No. 45 of 2002 and managed by Sycom Property
Fund Managers Limited
(Registration number 1986/002756/06) (“SPFM”)
JSE Share code: SYC & ISIN: ZAE000019303
(“Sycom” or “the Fund”)

INFORMATION ANNOUNCEMENT REGARDING A PUBLIC CENSURE IMPOSED BY THE JSE
LIMITED (“JSE”) RELATING TO GENERAL ISSUES FOR CASH BY SYCOM

Unitholders are referred to the SENS announcement issued by the JSE on 30
October 2012 in which the JSE advised that it has found Sycom to be in breach of
certain of the JSE Listing Requirements (“LR’s”) and in particular paragraphs 13.32
and 13.33 (which require Sycom to comply with the LR’s) and 5.50(b) and 5.52(e)
(which require Sycom to obtain unitholder approval prior to effecting general issues
for cash) in respect to three additional listings of participatory interests (“units”)
(referred to below) and has publicly censured the Fund.

No monetary or other penalty has been imposed nor is any other action required of
Sycom.

SPFM has accepted the JSE’s censure and does not believe it would be in the
interests of unitholders to take the matter further. It has also undertaken to the JSE
that it will in future follow the JSE’s interpretation of paragraph 5.52(e) of the LR’s
and seek unitholder approval in advance of issues of units for cash.

Background

SPFM effected two general issues for cash during 2010 of 1 396 657 and 780 078
units respectively and one in February 2012 for 32 422 638 units totalling 34 599 373
units, representing an increase of approximately 16% of the total number of units in
issue (at that time) (“the general issues”). The purpose of the general issues was to
raise capital for acquisitions. The units issued pursuant to the general issues were
made available only to public unitholders, as required in terms of the LR’s. Material
unitholders such as Acucap Properties Limited and Hyprop Investments Limited
(“Hyprop”) are non-public unitholders in terms of the LR’s and were therefore
ineligible to subscribe for such units.
However, pursuant to a complaint laid by Hyprop after the general issue in February
2012, alleging that prior Sycom unitholder approval should have been obtained to
the general issues, the JSE determined to censure Sycom.

SPFM objected to the censure on various grounds including that the JSE had
approved the general issues and that it was therefore an unfair administrative
practice to impose a sanction post the approvals. Furthermore, both SPFM and its
sponsor had always interpreted the LR’s (read with the Sycom trust deed), to mean
that, unlike listed companies, unitholder approval was not required by CISP’s when
embarking on issues for cash.

The successive JSE approvals of SPFM’s listing applications submitted in respect to
the general issues and the fact that in all three instances, according to Sycom’s
sponsor, full disclosure was made to the JSE that the general issues were being
effected in terms of the Sycom trust deed and pursuant to resolutions by SPFM and
that no unitholder approvals had been obtained, gave SPFM reasonable grounds to
believe that the JSE shared this interpretation.

SPFM has subsequently taken Senior Counsel’s advice on the matter, which
confirmed SPFM’s view that the question regarding the applicability of certain of the
LR’s relating to general issues for cash by CISP’s is problematic and that the
interpretation of SPFM and its sponsor of the LR’s was understandable.

The outcome of SPFM’s objection to the censure, following the JSE’s further
consideration of the matter, is that the JSE does not agree with SPFM and its’
sponsor’s interpretation of the LR’s and has determined not to withdraw the censure.

This announcement has been voluntarily released on behalf of SPFM and Sycom
and is for information purposes only.

Cape Town
30 October 2012

Sponsor
Nedbank Capital

Date: 30/10/2012 07:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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