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SYC - Posting of Circular, Notice of General Meeting and Salient Dates
SYCOM PROPERTY FUND
("Sycom" or the “Fund”)
A Collective Investment Scheme in property registered in terms of
the Collective Investment Schemes Control Act, No. 45 of 2002 and
managed by Sycom Property Fund Managers Limited (“SPFM”)
(Registration number 1986/002756/06)
JSE Share code: SYC
ISIN: ZAE000019303
(Granted REIT status with the JSE Limited)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND SALIENT DATES
1. INTRODUCTION
Sycom unitholders (“Unitholders”) are referred to the announcement published by Sycom on
SENS on 28 March 2013 and in the press on 31 May 2013 and the updating announcement
published on SENS on 31 May 2013 and in the press on 3 June 2013, wherein Unitholders were
advised that:
1.1 SPFM had received an offer from AECI Pension Fund (“APF”) to acquire the remaining
50% undivided share in the property enterprise known as the Somerset Mall Shopping
Centre, Western Cape (“Somerset Mall”) not already owned by Sycom (the “APF
Portion”) for a cash consideration of R1.15 billion, which offer Sycom has subsequently
accepted (the “APF Acquisition”); and
1.2 SPFM had concluded an agreement on 28 March 2013 with Hyprop Investments Limited
(“Hyprop” and the “Hyprop Transaction”), in terms of which, inter alia:
a. Hyprop will acquire from Sycom the Somerset Mall, comprising:
i. the APF Portion; and
ii. the remaining 50% undivided share in Somerset Mall currently owned by
Sycom (the “Sycom Portion”), as a composite acquisition for a total
consideration of R2.3 billion,
(collectively the “Transactions”).
1.3 A circular (“Circular”) relating to the Transactions will be posted to Unitholders today,
14 June 2013 and will be available on Sycom’s website at www.sycom.co.za and
includes, inter alia, details of the Transactions, a notice of a general meeting (“General
Meeting”) of Unitholders and a form of proxy.
1.4 Unitholders are advised that the completion of the Transactions is subject to the
fulfilment or waiver of certain conditions precedent set forth in the Circular, and are
advised to carefully read the Circular for the terms and conditions of the Transactions.
2. NOTICE OF GENERAL MEETING
A general meeting of Unitholders will be held at 12h00 on Tuesday, 16 July 2013 at the offices
of SPFM, Suite A11, Westlake Square, Westlake Drive, Westlake, Cape Town, for the purpose
of considering and, if deemed fit, passing with or without modification, the special and ordinary
resolutions set out in the notice of the General Meeting included in the Circular.
3. SALIENT DATES AND TIMES RELATING TO THE TRANSACTIONS
The important dates and times relating to the Transactions are set out in the table below
(”Timetable”). Words and expressions in the Timetable and notes thereto shall have the same
meaning as assigned to them in the Circular.
2013
Circular posted on Friday, 14 June
Last day to trade in order to be eligible to participate and vote at Friday, 28 June
the General Meeting of Sycom
Record date in order to be eligible to participate and vote at the Friday, 5 July
General Meeting of Sycom
Receipt of forms of proxy in respect of the General Meeting of Friday, 12 July
Sycom Unitholders by 17:00 on
The General Meeting of Sycom Unitholders at 12:00 on Tuesday, 16 July
Results of the General Meeting released on SENS on Tuesday, 16 July
Results of the General Meeting published in the Wednesday, 17 July
South African press on
Effective date of APF Acquisition Date of APF Transfer
Effective date of Hyprop Disposal On or after
Tuesday, 1 October
Effective date of Hyprop Transaction Date of Hyprop Transfer
Notes:
1. All dates and times in the Timetable and the Circular are local dates and times in South
Africa. The above dates and times are subject to change. Any changes will be released
on SENS and published in the press.
2. Sycom Unitholders are referred to page 3 of the Circular for information on the action
required to be taken by them.
3. Unitholders are referred to paragraph 4.6 of the Circular for detail in regard to the
effective date of the Hyprop Disposal.
Cape Town
14 June 2013
Sponsor, corporate advisor and investment bank
Absa Bank Limited (acting through its Corporate and Investment Banking division)
Independent reporting accountants and auditors
KPMG Inc.
Legal advisor to the Transactions and competition law advisors to the APF Acquisition
Cliffe Dekker Hofmeyr Incorporated
Competition law advisors to Sycom
Vani Chetty Competition Law (Proprietary) Limited
Independent Expert on the Hyprop Transaction
Questco (Proprietary) Limited
Trustee
FirstRand Bank Limited (acting through RMB Custody and Trustee Services division)
Date: 14/06/2013 04:36:00 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.
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