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Rights Offer Declaration and Distribution Update
REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2010/003468/06
JSE code: REB ISIN: ZAE 000156147
(“Rebosis” or “the company”)
RIGHTS OFFER DECLARATION ANNOUNCEMENT AND DISTRIBUTION UPDATE
Introduction
It is the intention of Rebosis to undertake a rights offer to all Rebosis linked unitholders in order to raise approximately R650 million
(“the rights offer”).
The proceeds from the rights offer are expected to be used to enhance Rebosis’ ability to take advantage of pipeline acquisition
opportunities and to strengthen Rebosis’ balance sheet thereby improving its ability to use cash to conclude transactions.
Salient terms of the rights offer
Rebosis linked unitholders will be offered a total of 58 035 718 new Rebosis linked units (“new Rebosis linked units” or “rights
offer linked units”) in the ratio of 23.29370 new Rebosis linked units for every 100 linked units held by them on Friday, 11 January
2013.
The subscription price for rights offer linked units is R11.20 per rights offer linked unit.
The rights offer linked units are expected to be issued to subscribers on Monday, 4 February 2013 and Wednesday, 6 February 2013,
as detailed in the timetable below, and will participate in the distribution for the six month period ending 28 February 2013.
The letters of allocation, which are issued to linked unitholders on the linked unit register, are negotiable and can be traded on the JSE
under JSE code: REBN and ISIN: ZAE000174371.
Undertakings to follow rights
Rebosis has received irrevocable undertakings from existing linked unitholders to participate in the rights offer in an aggregate amount
of R343 158 995.
Stanlib Asset Management Limited (“Stanlib”) has undertaken to follow 100% of its rights, equating to 10 908 933 rights offer linked
units for a total subscription price of R122 180 049. In consideration for this undertaking, Stanlib will receive a fee from Rebosis
equivalent to 1.25% of the total subscription price or R1 527 250.
The Public Investment Corporation Limited (“PIC”) has undertaken to follow 100% of its rights, equating to 5 963 083 rights offer
linked units. In addition, Rebosis has procured that the trustees of the Amatolo Trust, an associate of the company’s CEO, Mr Sisa
Ngebulana, will transfer to the benefit of the PIC, as an off-market trade and for no consideration 8 449 076 of the letters of allocation,
representing 8 449 076 rights offer linked units, that are issued to the Amatolo Family Trust in connection with the rights offer. The
PIC have undertaken to take up 100% of the rights offer linked units attaching to those letters of allocation received from the Amatolo
Family Trust. Accordingly, PIC will take up a total of 14 412 159 rights offer linked units for a total subscription price of
R161 416 180. In consideration for these undertakings, PIC will receive a fee from Rebosis equivalent to 1.25% of the total
subscription price or R2 017 702.
Old Mutual Investment Group (South Africa) (Proprietary) Limited (“Old Mutual”) has undertaken to follow 100% of its rights,
equating to 3 252 941 rights offer linked units for a total subscription price of R36 432 939. In consideration for this undertaking, Old
Mutual will receive a fee from Rebosis equivalent to 1.00% of the total subscription price or R364 329.
Momentum Asset Management (Proprietary) Limited (“Momentum”) has undertaken to follow 100% of its rights, equating to
2 065 163 rights offer linked units for a total subscription price of R23 129 825. In consideration for this undertaking, Momentum will
receive a fee from Rebosis equivalent to 1.00% of the total subscription price or R231 298.
Excess linked units
Existing linked unitholders will have the right to apply for any excess rights offer linked units not taken up by other linked unitholders
and any such excess linked units will be attributed equitably taking cognisance of the number of linked units held by the linked
unitholder prior to such allocation, including those taken up as a result of the rights offer, and the number of excess rights offer linked
units applied for by such linked unitholder.
Foreign linked unitholders
Foreign linked unitholders may be affected by the rights offer, having regard to prevailing laws in their relevant jurisdictions. Such
foreign linked unitholders should inform themselves about and observe any applicable legal requirements of such jurisdiction in
relation to all aspects of the rights offer that may affect them and should refer to the rights offer circular for details of the rights offer
and the laws and regulations governing the rights offer. Any foreign linked unitholder who is in doubt as to his position with respect to
the rights offer in any jurisdiction should consult an appropriate independent professional adviser in the relevant jurisdiction without
delay.
Important dates and times for linked unitholders
The timetable for the rights offer will be as follows:
2012
Finalisation announcement released on SENS on Thursday, 27 December
2013
Last day to trade in Rebosis linked units in order to participate in the rights offer on Friday, 4 January
Listing and trading of letters of allocation on the JSE on Monday, 7 January
Rebosis linked units commence trading on the JSE ex-rights offer entitlement on Monday, 7 January
Record date for determination of linked unitholders entitled to participate in the rights offer (initial
record date) on Friday, 11 January
Rights offer opens at 09:00 on Monday, 14 January
Rights offer circular and form of instruction posted to linked unitholders, where applicable, on Monday, 14 January
Dematerialised linked unitholders will have their accounts at their CSDP or broker automatically
credited with their entitlement on Monday, 14 January
Certificated linked unitholders on the register will have their entitlement credited to a nominee account
held with the transfer secretaries (Computershare Investor Services (Proprietary) Limited) on Monday, 14 January
Last day to trade letters of allocation on the JSE on Friday, 25 January
Maximum number of rights offer linked units listed and trading therein commences on the JSE on Monday, 28 January
Rights offer closes at 12:00 on (see note 2) Friday, 1 February
Record date for letters of allocation (final record date) on Friday, 1 February
Rights offer linked units (in respect of entitlements) issued on Monday, 4 February
Dematerialised unitholders accounts updated and debited by CSDP or broker (in respect of
entitlements to rights offer linked units) on Monday, 4 February
Certificates posted to certificated linked unitholders (in respect of entitlements to rights offer linked
units) on or about Monday, 4 February
Results of the rights offer announced on SENS on Monday, 4 February
Results of the rights offer announced in the press on Tuesday, 5 February
Refunds (if any) to certificated linked unitholders in respect of unsuccessful applications made on or
about Wednesday, 6 February
Dematerialised linked unitholders’ accounts updated and debited by their CSDP or broker (in respect
of successful excess linked units applications) Wednesday, 6 February
Certificates posted to certificated linked unitholders (in respect of successful excess linked units
applications) on or about (if applicable) Wednesday, 6 February
Notes:
1. All times indicated in this timetable 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, 7 January 2013 and Friday, 11 January
2013, 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 Investor Services
(Proprietary) Limited.
5. CSDPs effect payment in respect of dematerialised linked unitholders on a delivery-versus-payment method.
Financial effects of the rights offer
The table below sets out the unaudited pro forma financial effects of the rights offer based on Rebosis’s audited statement of
comprehensive income for the year ended 31 August 2012 and Rebosis’s audited statement of financial position as at 31 August 2012.
These financial effects are the responsibility of the directors of Rebosis and have been prepared for illustrative purposes only, in order
to provide information about the financial results and the financial position of Rebosis assuming that the rights offer had been
implemented on 1 September 2011 and 31 August 2012, respectively.
The unaudited pro forma statement of comprehensive income for the year ended 31 August 2012 and the unaudited pro forma
statement of financial position as at 31 August 2012 for Rebosis and the explanatory notes thereto will be provided in the rights offer
circular.
Due to its nature, the unaudited pro forma financial information (collectively, the unaudited pro forma financial effects, the unaudited
pro forma statement of comprehensive income and the unaudited pro forma statement of financial position) may not give a fair
reflection of Rebosis’s financial position, changes in equity, results of operations and cash flows subsequent to the rights offer. The
unaudited pro forma financial information has been reported on by the independent reporting accountants and their report will be
included in the rights offer circular.
The unaudited pro forma financial information has been prepared in accordance with the accounting policies of the Rebosis group that
were used in the preparation of the audited results for the year ended 31 August 2012.
Before rights After rights Change Change
offer¹ offer (%)
Distribution per linked unit (cents) 85.50 87.85 2.35 2.7
Basic and diluted earnings per linked unit (cents) 152.24 123.93 (28.31) (18.6)
Headline profit per linked unit (cents) 114.13 93.59 (20.54) (18.0)
Net asset value per linked unit (Rand) 10.26 10.18 (0.08) (0.7)
Net asset value per linked unit
(excluding deferred taxation) (Rand) 11.23 10.97 (0.26) (2.3)
Net tangible asset value per linked unit (excluding
deferred taxation) (Rand) 10.84 10.66 (0.18) (1.7)
Weighted average number of linked units in issue 226 332 267 284 367 985 58 035 718 25.6
Linked units in issue 249 147 699 307 183 417 58 035 718 23.3
Notes and assumptions:
1. The figures set out in the “Before the rights offer” column above have been extracted, without adjustment, from the published
audited financial results for the year ended 31 August 2012.
2. The rights offer is assumed to have been implemented on 1 September 2011 for distribution, basic and diluted earnings and
headline profit per linked unit purposes and the rights offer is assumed to have been implemented on 31 August 2012 for net
asset value and net tangible asset value per linked unit purposes.
The following notes and assumptions are applicable in respect of the “After the rights offer” column:
3. 58 035 718 rights offer linked units are assumed to be issued pursuant to the rights offer, thereby raising capital of
R650 million.
4. The costs of the rights offer are assumed to be approximately R6.9 million and have been written off against stated capital.
5. Given that it is the intention to strengthen Rebosis’ balance sheet, it has been assumed that the net proceeds of the rights offer
(after payment of estimated costs of approximately R6.9 million) have been utilised to repay borrowings of approximately
R643.1 million. As a result of the repayment of borrowings, break fees and swap settlement costs of approximately
R48.7 million would be incurred.
6. A saving in interest paid is assumed to result from the repayment of approximately R643.1 million of interest-bearing
borrowings at the beginning of the year ended 31 August 2012. A cost of debt of 9.33%, (being the interest rate on the
borrowings which are assumed to be repaid), is assumed to apply throughout the year ended 31 August 2012.
7. The additional distributable income which results from the saving in interest paid, detailed in note 6 above, is assumed to be
earned evenly throughout the year ended 31 August 2012.
8. All adjustments to basic and diluted earnings and headline profit, other than the recognition of break fees, have a continuing
effect.
Circular
Further details of the rights offer will be set out in the circular to Rebosis linked unitholders (“the rights offer circular”) which is
expected to be dispatched on Monday, 14 January 2013 and will be made available on the company’s website www.rebosis.co.za from
Monday, 14 January 2013.
Distribution update
Linked unitholders are advised that the distribution in respect of the six month period ending 28 February 2013 will be paid during
March 2013. Further announcements in this regard will be made in due course.
18 December 2012
Independent reporting accountants
PKF (Jhb) Inc.
Corporate advisor and sponsor
Java Capital
Date: 18/12/2012 10:46:00 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
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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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