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REDEFINE PROPERTIES LIMITED - Amended proposal to acquire the property portfolio of Fountainhead Property Trust and renewal of cautionary

Release Date: 13/12/2012 08:02
Code(s): RDF     PDF:  
Wrap Text
Amended proposal to acquire the property portfolio of Fountainhead Property Trust and renewal of cautionary

REDEFINE PROPERTIES LIMITED
(Registration No. 1999/018591/06)
Share Code: RDF ISIN Code: ZAE000143178
Bond Code: RDFB01 ISIN: ZAG000094228
Bond Code: RDFC06 ISIN: ZAG0000101817
(“Redefine”)

AMENDED PROPOSAL TO ACQUIRE THE PROPERTY PORTFOLIO OF FOUNTAINHEAD
PROPERTY TRUST (“FOUNTAINHEAD”) AND RENEWAL OF CAUTIONARY

INTRODUCTION

Redefine unitholders are referred to the previous announcements in relation to Redefine’s proposed acquisition of the
majority of the assets of Fountainhead (“Fountainhead portfolio”).

Following engagement with Fountainhead’s institutional investors and the Independent Committee of the board of
Fountainhead Property Trust Management Limited (the “Independent Committee”), Redefine has agreed to amend
the terms of its original proposal to increase the proposed consideration and provide a mechanism for further aligning
of interests between Redefine and the Fountainhead unitholders if the proposed acquisition is not implemented.

AMENDED PROPOSAL AND EXCLUSIVITY

In terms of the amended proposal, Redefine will acquire all of Fountainhead’s properties other than Orion Place, Gail
Industrial Park and Precision House (the “retained properties”) for a purchase consideration that will result in
Fountainhead unitholders receiving 4.5 Hyprop units and 56 Redefine units for every 100 Fountainhead units owned
by them (the “consideration units”).

In addition Fountainhead unitholders who vote in favour of the resolutions required to implement the proposed
transaction will have an option (the “option”) to dispose of all or some of their Fountainhead units directly to
Redefine for the same number of consideration units, if the proposed transaction is not implemented.

The original proposal contemplated the continuation of Fountainhead and the use of the retained properties to seed a
new portfolio as part of a broader Black Economic Empowerment strategy consistent with the objectives of the
Property Charter. If this is not implementable for any reason then, in terms of the amended proposal, Fountainhead
will be wound-up and the retained properties disposed of for shares to a newly established company (“BEE Co”) that
will be listed as a corporate REIT to pursue this strategy. In these circumstances, the shares in BEE Co will be
distributed to Fountainhead unitholders pursuant to the winding up of Fountainhead.

The Independent Committee has undertaken to engage exclusively with Redefine in relation to the proposed
acquisition on the basis that it will not entertain discussions, negotiate or conclude any agreement (whether conditional
or otherwise) with any other party in relation to any transaction involving the sale of all or the greater part of the assets
of Fountainhead. This undertaking will expire if formal agreements governing the terms of the transaction have not
been concluded by 31 January 2012. The formal agreements will, on their conclusion, contain an extension of the
exclusivity undertaking which will lapse immediately after the Fountainhead unitholders vote on the proposed
transaction or on termination of the formal agreements, whichever is the earlier.

Other than as set out above and in respect of changes to dates necessary to reflect the time elapsed, the terms and
conditions of the original proposal remain unchanged and the proposed acquisition remains conditional on the
conclusion of formal agreements, regulatory approvals and the requisite approval of Redefine and Fountainhead
unitholders.

The amended proposal is approximately 6% higher than the original proposal and contains a higher proportion of
Hyprop units. It represents a forward yield (in respect of the period ending 30 September 2013) of approximately
6.6% and is at a 23% premium to Fountainhead’s net asset value. In Redefine’s view this represents a full price for
the Fountainhead portfolio, particularly having regard to the defensive capital expenditure required in respect of
certain of the assets. However, having regard to the overall size and quality of the Fountainhead portfolio and its
potentially transformative impact, Redefine believes the benefits of the proposed transaction outweigh any potential
short term dilution that may result from the increased consideration. In addition, Redefine feels that there is potential
scope to minimize any dilution by reducing interest rates on Fountainhead’s existing interest bearing debt and through
synergies.

In lights of the economics of the amended offer and from its interactions with Fountainhead unitholders, Redefine
believes the amended proposal will enjoy substantial support.

Redefine’s engagement with Fountainhead unitholders also highlighted a concern about the potential lack of
alignment of interests between Redefine and the Fountainhead unitholders if the proposed transaction is not
implemented. It has always been Redefine’s intention to acquire a significant interest in Fountainhead in these
circumstances so that it can enjoy the full benefit of the value it unlocks through focussed management of the
Fountainhead portfolio. The option contained in amended proposal gives effect to this intention and Redefine believes
that it will result in Redefine holding up to 50% of the units in Fountainhead if the proposed transaction is not
implemented.


RENEWAL OF CAUTIONARY

A detailed announcement will be made once formal agreements are concluded. Redefine unitholders are advised to
continue to exercise caution when dealing in their Redefine units until such an announcement is made.

Johannesburg
13 December 2012


Corporate advisor and sponsor

Java Capital

Legal advisor

DLA Cliffe Dekker Hofmeyr




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