Wrap Text
Category 2 announcement in respect of an underwriting agreement entered into with SPFM
Acucap Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06)
Share code: ACP ISIN: ZAE000037651
("Acucap")
Category 2 announcement in respect of an underwriting agreement entered into
with Sycom Property Fund Managers Limited
1. Introduction
Holders of linked units in Acucap ("Linked Unitholders") are advised that Acucap
has concluded an agreement ("the Underwriting Agreement") with Sycom Property
Fund Managers Limited ("SPFM"), the statutory manager of Sycom Property Fund
("Sycom"), a collective investment scheme in property established in terms of the
Collective Investments Schemes Control Act, No 45 of 2002, as amended, in terms
of which Acucap will underwrite a renounceable rights offer ("the Rights Offer") by
Sycom.
In terms of the Rights Offer, Sycom intends to raise R900 000 002 by way of a
fully underwritten renounceable rights offer of 33 027 523 new participatory
interests ("Rights Offer Units") in Sycom to existing holders ("Sycom Unitholders")
of participatory interests in Sycom ("Sycom Units") at a subscription price of
2 725 cents per Rights Offer Unit ("Subscription Price"). Further information on
the Rights Offer is contained in the announcement released on SENS by Sycom
concurrently with this announcement.
2. Salient features of the Underwriting Agreement
In terms of the Underwriting Agreement, Acucap has agreed to:
i. follow its rights under the Rights Offer, that is subscribe for 6 467 038 Rights Offer
Units, representing 19.58% of the total Rights Offer Units available ("Allocated
Units"), at the Subscription Price; and
ii. subscribe for the Rights Offer Units that have not been taken up by Sycom
Unitholders and/or their renouncees once the Rights Offer has closed
("Remaining Units"), at the Subscription Price,
referred to herein as "the Transaction".
No consideration will be payable to Acucap by Sycom and/or SPFM in respect of
the undertakings by Acucap contained in the Underwriting Agreement.
3. Rationale for the Transaction
Acucap's objectives are to provide consistent real growth in distributions per
unit to Linked Unitholders, and to maximise the total return on their investment
on a sustainable basis. This purpose is accomplished through Acucap's strategy
of investing directly in commercial investment property and indirectly through its
holdings of strategic interests in other commercial property-owning businesses,
including its 19.58% interest in Sycom. Acucap is also the sole shareholder of
SPFM.
Acucap has agreed to follow its rights and to fully underwrite the Rights Offer as
it is of the view that the investment opportunities against which the proceeds of
the Rights Offer are expected to be applied will be value-enhancing to Sycom
Unitholders on a total return basis over the medium- to long-term, in accordance
with Acucap's own growth strategy.
In addition, Acucap is interested in increasing its current stake of 19.58% in
Sycom over time. By underwriting the Rights Offer, Acucap may be able to achieve
this without compromising the pre-emptive rights of other Linked Unitholders to
participate in Sycom's capital raising activities.
4. The effective date
The date for fulfilment of the last outstanding condition precedent in the Underwriting
Agreement is on or before Friday, 12 April 2013. The approval by the JSE Limited
("JSE") of the circular to be posted to Sycom Unitholders in relation to the Rights
Offer must be obtained by the aforementioned date.
5. Pro forma financial effects
The unaudited pro forma financial effects set out below have been prepared to
assist Linked Unitholders to assess the impact of the Transaction on the basic and
diluted earnings per linked unit, headline earnings per linked unit, net asset value
per linked unit, tangible net asset value per linked unit and distribution per linked
unit.
Due to the nature of these pro forma financial effects, they are presented for
illustrative purposes only and may not fairly present Acucap's financial position or
the results of its operations after the implementation of the Transaction.
The unaudited pro forma financial effects have been prepared in accordance
with the Listings Requirements of the JSE and the Guide on Pro Forma Financial
Information issued by the South African Institute of Chartered Accountants, and are
the responsibility of the board of directors of Acucap.
The material assumptions on which the pro forma financial effects are based are set
out in the notes following the table.
Unaudited Unaudited Unaudited Unaudited Unaudited
(v)
(iii) After the
(ii) After the (iv) Allocated and
Issue of the Allocated Issue of the Remaining (vi)
(i) Allocated Units have % Remaining Units have %
Before Units been issued change Units been issued change
Basic earnings per linked unit
(cents) (37.04) (0.48) (37.52) 1.30 (1.97) (39.49) (6.62)
Diluted basic earnings per
linked unit (cents) (37.04) (0.48) (37.52) 1.30 (1.97) (39.49) (6.62)
Headline earnings per linked
unit (cents) (31.18) (0.48) (31.66) 1.54 (1.97) (33.63) (7.86)
Diluted headline earnings per
linked unit (cents) (31.18) (0.48) (31.66) 1.54 (1.97) (33.63) (7.86)
Headline earnings per linked
unit (cents) 123.37 (0.48) 122.89 (0.39) (1.97) 120.92 (1.99)
Diluted headline earnings per
linked unit (cents) 123.37 (0.48) 122.89 (0.39) (1.97) 120.92 (1.99)
Distributions per linked unit
(cents) 151.00 (0.45) 150.55 (0.30) (1.83) 148.72 (1.51)
Net asset value per linked unit
(cents) 3 232.17 3 232.17 3 232.17
Weighted average number
of linked units at end of the
period ('000) 169 487 169 487 169 487
Diluted weighted average
number of linked units at end
of the period ('000) 169 487 169 487 169 487
Linked units in issue at end of
the period ('000) 173 477 173 477 173 477
Notes and assumptions:
1. The information per column (i) has been extracted, without adjustment, from the published unaudited interim results of Acucap for the
six months ended 30 September 2012.
2. The pro forma adjustments to the statement of comprehensive income have been calculated based on the assumption that the Rights Offer
was implemented on 1 April 2012.
3. The pro forma adjustments to the statement of financial position have been calculated based on the assumption that the Rights Offer was
implemented on 30 September 2012.
4. The pro forma adjustments reflected in column (ii) have been calculated based on the following assumptions:
a. the Rights Offer is fully subscribed for and as such Acucap is only issued the Allocated Units;
b. the Subscription Price in relation to the 6 467 038 Rights Offer Units issued (amounting to R176 226 786) is funded from long-term debt,
bearing interest at the prevailing prime rate of interest less 1.7%; and
c. distribution income has been recognised in interest income amounting to R5 460 120, which calculation has been based on the actual
distribution of 84.43 cents per unit made by Sycom for the six months ended 30 September 2012.
5. The pro forma adjustments reflected in column (iv) have been calculated based on the following assumptions:
a. Acucap is required to fulfil its maximum underwriting obligation in terms of the Underwriting Agreement;
b. the Subscription Price in relation to the 33 027 523 Rights Offer Units issued (amounting to R900 000 002) is funded from long-term
debt, bearing interest at the prevailing prime rate of interest less 1.7%; and
c. distribution income has been recognised in interest income amounting to R27 885 138, which calculation has been based on the actual
distribution of 84.43 cents per unit made by Sycom for the six months ended 30 September 2012.
6. All adjustments made to the statement of comprehensive income are expected to have a continuing effect.
7. The percentage change per column (vi) has been calculated as the change between column (i) and (v).
6. Categorisation
Assuming that Acucap is required to fulfil its underwriting obligation in terms of the Underwriting Agreement, the
Transaction will be categorised as a Category 2 transaction in terms of section 9 of the Listings Requirements of
the JSE. The Transaction is not a related-party transaction in terms of the Listings Requirements of the JSE.
Cape Town
28 March 2013
Transaction sponsor and corporate advisor
QUESTCO
Legal advisor
DLA CLIFFE DEKKER HOFMEYR
Sponsor
ABSA
Date: 28/03/2013 05:42:00 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.
Sharenet Sites 
