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Rights Offer Finalisation Announcement
Delta Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
JSE share code: DLT
ISIN: ZAE000172052
(“Delta” or “the Company”)
Rights Offer Finalisation Announcement
1. Introduction
Delta linked unitholders (“linked unitholders”) are referred to the announcement
released on SENS on Thursday, 28 February 2013 wherein Delta announced the
raising of up to R1 billion of capital by way of a renounceable rights offer (“the rights
offer”). Linked unitholders are advised that a maximum of 119 047 599 new Delta linked
units (“rights offer units”) will be issued in terms of the rights offer to qualifying linked
unitholders at a price of 840 cents per linked unit in the ratio of 50.62569 rights for
every 100 Delta linked units held on the record date.
Based on Delta’s forecast distribution for the four months from listing to 28 February
2013, the rights offer price of 840 cents per linked unit effectively includes accrued
distributions of 20.9 cents per linked unit calculated up to Friday, 3 May 2013, being the
date that the rights offer closes. On this basis, the ex entitlement rights offer price is
819 cents per linked unit, which represents a:
- 1.56% discount to the 30 day ex entitlement VWAP of Delta linked units listed on
the JSE as at the close of business on 26 March 2013; and
- 1.72% discount to the ex entitlement closing price of Delta on the JSE on 26 March
2013.
The abovementioned information has not been reviewed and reported on by Delta’s
auditors.
2. Investor Commitments
Delta has received irrevocable undertakings from existing linked unitholders to
participate in the rights offer in an aggregate amount of R578 370 609, representing 68
853 644 rights offer units (being 57.8% of the rights offer units), as follows:
2.1 Coronation Asset Management Proprietary Limited (“Coronation”) has
undertaken to follow 100% of its rights, equating to 25 477 175 rights offer units
for a total subscription price of R214 008 270. In consideration for this
undertaking, Coronation will receive a fee from Delta equivalent to 1.00% of the
total subscription price equating to R2 140 083.
2.2 Stanlib Asset Management Limited (“Stanlib”) has undertaken to follow 100% of
its rights, equating to 26 590 361 rights offer units for a total subscription price
of R223 359 032. In consideration for this undertaking, Stanlib will receive a fee
from Delta equivalent to 1.00% of the total subscription price equating to R2
233 590.
2.3 Public Investment Corporation SOC Limited (“PIC”) has undertaken to follow
100% of its rights, equating to 16 786 108 rights offer units for a total
subscription price of R141 003 307. In consideration for this undertaking, PIC
will receive a fee from Delta equivalent to 1.00% of the total subscription price
equating to R1 410 033.
3. Conditions precedent
The rights offer is conditional upon the approval by linked unitholders of a special
resolution in terms of section 41(3) of the Companies Act, 2008, due to the fact that
pursuant to the rights offer, Delta will issue ordinary shares (as part of the rights offer
units), the aggregate voting rights of which are likely to be in excess of 30% of the
voting power of all the ordinary shares held by linked unitholders immediately prior to
the rights offer. The aforementioned special resolution will be proposed at a general
meeting of linked unitholders to be held at Delta’s registered offices at 10:00 on
Thursday, 04 April 2013 (“general meeting”).
Linked unitholders representing 76% of Delta’s issued linked unit capital have signed
irrevocable undertakings to vote in favour of the special resolution being proposed at
the general meeting.
Other than as set out above, all conditions precedent for the rights offer to proceed
have been fulfilled.
4. Salient dates and times
The salient dates and times in respect of the rights offer are set out below:
2013
General meeting Thursday, 4 April
Last day to trade in linked units on the JSE in order to be entitled to Friday, 5 April
participate in the rights offer on
Linked units commence trading ex-rights offer entitlement on the JSE Monday, 8 April
on
Listing and trading on the JSE of the letters of allocation from the Monday, 8 April
commencement of trade on
Record date in order to be entitled to participate in the rights offer on Friday, 12 April
Rights offer opens at 09h00 on Monday, 15 April
Rights offer circular, including a form of instruction (where Monday, 15 April
applicable), mailed to linked unitholders on
CSDP or broker accounts of dematerialised linked unitholders Monday, 15 April
credited with entitlements to rights offer units
Letters of allocation credited to an electronic account held at the Monday, 15 April
transfer secretaries in respect of certificated linked unitholders on
Last day to trade in the letters of allocation on the JSE on Thursday, 25 April
Listing and trading on the JSE of the rights offer units commences at Friday, 26 April
09h00 on
Payment to be made, and form of instruction to be lodged, with the Friday, 3 May
transfer secretaries by certificated linked unitholders by 12h00 on
Rights offer closes at 12h00 on Friday, 3 May
Record date for the letters of allocation Friday, 3 May
Rights offer units issued on Monday, 6 May
CSDP or broker accounts of dematerialised linked unitholders Monday, 6 May
debited and updated with entitlements to rights offer units
Linked unit certificates posted to certificated linked unitholders in Monday, 6 May
respect of entitlements to rights offer units on
Results of the rights offer released on SENS on Monday, 6 May
Results of the rights offer published in the press on Tuesday, 7 May
CSDP or broker accounts of dematerialised linked unitholders Wednesday, 8 May
debited and updated in respect of successful excess applications on
Refund cheques and linked unit certificates, if applicable, posted to Wednesday, 8 May
certificated linked unitholders in respect of excess applications, on or
about
Notes:
1) All times indicated above are South African times.
2) Linked units may not be dematerialised/re-materialised between Monday, 8 April 2013 and Friday, 12
April 2013, both days inclusive.
3) CSDPs will effect payment in respect of dematerialised Linked Units on a delivery-versus-payment
basis.
5. 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.
6. Circular
The rights offer circular setting out the detailed terms of the rights offer will be posted to
linked unitholders on or about Monday, 15 April 2013.
Johannesburg
27 March 2013
Investment Bank and Sponsor
Nedbank Capital
Legal adviser
Bowman Gilfillan Inc
Reporting accountant
BDO
Date: 27/03/2013 10:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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