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SYCOM PROPERTY FUND - Finalisation announcement in respect of a fully underwritten renounceable rights offer

Release Date: 11/04/2013 09:43
Code(s): SYC     PDF:  
Wrap Text
Finalisation announcement in respect of a fully underwritten renounceable rights offer

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

FINALISATION ANNOUNCEMENT IN RESPECT OF A FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER

1. INTRODUCTION
  Holders ("Unitholders") of participatory interests ("Units") in Sycom are referred
  to the announcement ("the Declaration Announcement") published on SENS on
  28 March 2013 and in the South African press on 2 April 2013, wherein Sycom
  announced its intention to raise R900 000 002 by way of a fully underwritten
  renounceable rights offer (the "Rights Offer") of 33 027 523 new Sycom units
  (the "Rights Offer Units") to qualifying Unitholders at a subscription price of
  2 725 cents (R27.25) (the "Rights Offer Price") per Rights Offer Unit, at a ratio
  of entitlement of 13.28519 Rights Offer Units for every 100 Units held on the
  Rights Offer record date, being Friday, 26 April 2013 ("Record Date").

  Unitholders are advised that Sycom has received formal approval of the Rights
  Offer circular from the Issuer Regulation Division of the JSE Limited ("JSE") and
  accordingly, the Rights Offer can now be implemented in accordance with the
  salient dates and times set out in the Declaration Announcement.

2. PRO FORMA FINANCIAL EFFECTS
  The unaudited pro forma financial effects set out below have been prepared
  to assist Unitholders to assess the impact of the Rights Offer on the basic and
  diluted earnings per Unit, headline earnings per Unit, net asset value per Unit,
  tangible net asset value per Unit and distribution per Unit. Due to the nature
  of these pro forma financial effects, they are presented for illustrative purposes
  only and may not fairly present Sycoms financial position or the results of its
  operations after the Rights Offer.

  The unaudited pro forma financial effects have been prepared in accordance
  with the JSE Listings Requirements and the South African Institute of Chartered
  Accountants Guide on Pro forma Financial Information (revised and issued in
  September 2012) and are the responsibility of the directors of SPFM.

  The material assumptions on which the pro forma financial effects are based are
  set out in the notes following the table.

                          Before the         Pro forma         After the        Percentage
                        Rights Offer        adjustment      Rights Offer         change (%)
Basic earnings per 
Unit (cents)                   74.32              0.36             74.68              0.48
Diluted basic
earnings per Unit
(cents)                        74.32              0.36             74.68              0.48
Headline earnings
per Unit (cents)               78.83             (0.16)            78.67             (0.20)
Diluted headline
earnings per Unit
(cents)                        78.83             (0.16)            78.67             (0.20)
Distributions per
Unit (cents)                   84.43             (0.82)            83.61             (0.97)
Net asset value per
Unit (cents)                2 388.16             35.46          2 423.62              1.49
Weighted average
number of Units at
30 September 2012
(000)                       248 604            33 028           281 632             13.29
Diluted weighted
average number
of Units at
30 September 2012
(000)                       248 604            33 028           281 632             13.29
Units in issue at
30 September 2012 
(000)                       248 604            33 028           281 632             13.29

Notes and assumptions 
   1. The unaudited financial information has been extracted, without 
      adjustment, from the published unaudited interim results of 
      Sycom for the six months ended 30 September 2012.
   2. The pro forma adjustments to earnings, diluted earnings,
      headline earnings and diluted headline earnings per Unit
      have been calculated on the assumption that the Rights Offer
      was fully subscribed and implemented on 1 April 2012.
   3. The pro forma adjustments to the net asset value have been
      calculated on the assumption that the Rights Offer was
      fully subscribed and the proceeds of the Rights Offer were
      received on 30 September 2012.
   4. The pro forma adjustments to the distributions per Unit have
      been calculated based on the following assumptions:
      a. distributable earnings have increased by the additional
         interest income per note 6 below;
      b. the number of Units in issue has been calculated on the
         assumption that the Rights Offer was fully subscribed for
         on 30 September 2012; and
      c. it has been assumed that all Units issued pursuant to the
         Rights Offer will qualify for the full distribution for the
         six months ended 30 September 2012.
   5. The Rights Offer Price has been used for the pro forma
      adjustments with 33 027 523 Units issued for gross
      proceeds of R900 000 002, before deducting expenses.
   6. R317 million of the net Rights Offer proceeds has been
      assumed to be invested in an access bond facility at the
      prevailing prime rate of interest minus 2.5% and the net
      balance of R571.6 million has been assumed to be invested
      at an interest rate of 5.5% per annum, resulting in additional
      interest income of R25.78 million.
   7. Transaction costs amounting to R11 366 000 (excluding
      VAT) have been incurred, of which R11 160 000 has
      been written off to Unitholders capital and the remaining
      R206 000 expensed.
   8. Other than the adjustment for transaction costs as explained
      in note 7 above, all adjustments made to the statement of
      comprehensive income are expected to have a continuing
      effect.
   9. The percentage change has been calculated as the
      cumulative change since before the Rights Offer.

3. RIGHTS OFFER CIRCULAR
   A circular containing full details of the terms of the
   Rights Offer and a form of instruction in respect
   of a letter of allocation will be posted on or about
   Monday, 29 April 2013 to all Unitholders recorded
   in the register as such on the Record Date.

4. FURTHER INFORMATION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
   Unitholders are referred to the announcement
   released on SENS on 28 March 2013 and are
   advised that additional information in respect
   of the acquisition of the remaining 50% of the
   Somerset Mall Shopping Centre from AECI Pension
   Fund and the conclusion of an agreement with
   Hyprop Investments Limited in respect of various
   matters (including the disposal of the Somerset Mall
   Shopping Centre, a specific repurchase of Sycom
   Units and the suspension of litigation proceedings)
   will be provided in due course.

   Unitholders are therefore advised to continue
   exercising caution when dealing in their Sycom
   Units until a further announcement relating to the
   above is published.

Cape Town
11 April 2013

Corporate adviser and transaction
sponsor on the Rights Offer 
QuestCo  


Legal advisor   
DLA CLIFFE DEKKER HOFMEYR

Reporting accountants   
KPMG

Sponsor to Sycom   
ABSA
Member of BARCLAYS
Date: 11/04/2013 09:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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