Wrap Text
Abridged prospectus - Opening of offer to invited investors to subscribe for shares and listng of Attacq on the JSE
ATTACQ LIMITED
(previously Atterbury Investment Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1997/000543/06)
JSE share code: ATT ISIN: ZAE000177218
(“Attacq” or “the company”)
ABRIDGED PROSPECTUS – OPENING OF OFFER TO INVITED INVESTORS TO SUBSCRIBE FOR SHARES AND
LISTING OF ATTACQ ON THE JSE LIMITED
Abridged prospectus relating to:
- a placement (“the private placement”) to raise up to approximately R800 million by way of an offer for
subscription to invited investors for up to approximately 53 333 333 private placement shares (“private
placement shares”) in the company at an issue price to be determined by demand and for which an indicative
issue price of R15.00 per share has been used; and
- the subsequent listing of all the shares of the company in the “Real Estate – Real Estate Holdings and
Development” sector of the JSE (“listing”).
This abridged prospectus is not an invitation to the public to subscribe for shares in the company, but is issued
in compliance with the JSE Listings Requirements and the Companies Act, 2008 (“the Companies Act”), for
the purpose of giving information to the public in relation to Attacq and to invited investors in relation to the
private placement.
Invited investors will be contacted by and will receive application forms to participate in the private placement
from the bookrunner, Java Capital.
As the private placement constitutes an initial public offering as regulated by the Companies Act, it is accompanied by
a registered prospectus (“the prospectus”). This announcement contains the salient information in respect of Attacq,
which is more fully described in the prospectus which will be made available to invited investors from today. For a
full appreciation and understanding of Attacq, the private placement and the listing, the prospectus should be read in
its entirety.
INTRODUCTION
Attacq was incorporated as a private company on 17 January 1997 and converted to a public company on 19 October
2006.
The JSE has granted Attacq a listing of up to 600 268 802 shares in the “Real Estate – Real Estate Holdings and
Development” sector of the JSE, in terms of the FTSE classification, under the abbreviated name: “Attacq”, JSE share
code: ATT and ISIN: ZAE000177218 with effect from the commencement of trade on Monday, 14 October 2013,
subject to the company having satisfied the Listings Requirements regarding the spread of public shareholders.
The financial year end of the company is 30 June each year.
HISTORY, NATURE OF BUSINESS AND INVESTMENT STRATEGY
The Atterbury group was founded in 1994 in Pretoria by Louis van der Watt and François van Niekerk with its main
focus on developing retail shopping centres and commercial buildings. The Atterbury group consisted of Atterbury
Investment Holdings Limited (now renamed Attacq Limited), Atterbury Property Holdings Proprietary Limited
(“Atterbury Property”) (a development company) and a number of subsidiaries, associates and joint ventures.
The Attacq group being collectively, Attacq, its subsidiaries and associates (hereafter “the group”) focuses on long-
term sustainable capital growth achieved through actively investing in and managing land, property development
rights and investment properties, held directly or indirectly, and benefiting from key long-term strategic relationships
and alignments. The group’s properties, property-related rights and land are in respect of office, mixed use, retail and
light industrial properties and developments.
The business of the group is undertaken in two focus areas: investments and developments. Investments comprise
completed buildings held directly or indirectly. A number of the group’s investment properties were developed by
Atterbury Property and retained by Attacq. Developments comprise greenfields development of land or brownfields
development by refurbishment, upgrade or other improvement to existing buildings.
The properties and assets in the group’s investments provide stable income and balance sheet strength for the group to
responsibly secure and fund high-growth development opportunities. In turn, the group’s developments generate a
pipeline of high quality investment properties, as developments are generally retained rather than realised. Attacq’s
strategy is to have 65% by value of the group’s assets in investments and 35% in developments. Attacq’s weighting of
investments to developments, its re-investment of profits from rentals or occasional disposals, and its retention of
completed developments as investments rather than their sale and resultant realisation of development profits, are
intended to optimise long-term sustainable capital growth and enhance total returns to shareholders.
Attacq will be listing on the JSE in the “Real Estate – Real Estate Holdings and Development” sector and will not seek
REIT status. The group’s focus on long-term sustainable capital growth differentiates it from other JSE-listed property
entities that focus on the generation and regular distribution to shareholders of income derived from rental. The REIT
regulatory regime is intended for property entities focused on income distribution rather than capital growth.
Attacq holds 25% of Atterbury Property, the successful property development company with which it shares a
common history and lineage. The balance of the shareholding in Atterbury Property is held by its founders and
management. Attacq’s shareholding in Atterbury Property is strategic and positions Attacq to access and participate in
the opportunities and deal flow generated by this dynamic developer.
Attacq diversifies its investments geographically. Long-term, the group’s strategy for investments is to invest 70% by
value in South Africa, 20% by value in other parts of Africa and 10% by value internationally outside of Africa.
WATERFALL PIPELINE
In 2008, Attacq secured leasehold and development rights to develop the commercial property on the Waterfall
Business Estate (“the Waterfall development rights”).
The Waterfall development rights constitute a unique infill development centrally located in the Midrand area of the
Gauteng region, South Africa’s economic heartland. This includes Waterfall City, built around the Mall of Africa, a
116 000 m2 super regional mall well-positioned and tenanted for a catchment area of some 6.7 million people and the
adjoining 13 400 m2 open inner city park. The current approved bulk in the Waterfall pipeline is 1.75 million m2.
There is the potential to increase these rights over the next 10 to 15 years provided that the City of Johannesburg’s
spatial development framework increases.
ATTERBURY AFRICA LIMITED (“ATTERBURY AFRICA”)
Attacq has an effective 32.5% shareholding in the Mauritius-based Atterbury Africa, a property investment company
focused on investing and developing shopping centres on the African continent outside of South Africa.
To date, Attacq has invested US$11.2 million in Atterbury Africa and, with this, Atterbury Africa has secured the
following assets:
- a 45% interest in West Hills Mall which is situated in the West of Accra, Ghana and will measure approximately
27 700 m2 upon completion in October 2014. Key tenants secured to date include Shoprite, Edgars, Jet,
Truworths, Identity, Foschini Group and Woolworths;
- a 47% interest in Accra Mall in Accra, Ghana and will measure 19 075 m2. The retail centre has been fully let.
This mall has a long tenant waiting list due to high demand for retail space. Phase 2 is in planning and will
increase the GLA of the mall to 42 023 m2;
- a 75% interest in Achimota in Accra, Ghana. This site has an area of 3.59 hectares. Atterbury Africa has recently
obtained approval to build a shopping centre of approximately 14 000 m2 with completion expected by
March 2015; and
- a 25% interest in Waterfall Mall in Lusaka, Zambia, which is vacant land measuring 8.09 hectares.
PROSPECTS
While the board of Attacq recognises the constraints and challenges impacting on the South African economy at
present and going forward, it is confident that the group will continue to show positive income and capital growth,
given the quality of its investment properties and development pipeline and the nature and strength of the group’s key
strategic relationships.
The group’s investments in retail, office, mixed use and light industrial properties are high quality, generating stable,
growing rental income. Additional investments will result from the group’s roll-out of its existing development
pipeline over the next 10 to 15 years, with particular emphasis on the Waterfall pipeline as detailed above. The group
will continue to expand its development pipeline and grow its long-term prospects, through opportunities it secures
and through its strategic relationships, particularly with Atterbury Property. The listing of Attacq on the JSE will
enable Attacq to access capital efficiently, raise its profile and expand its investor base, all of which is expected to
enhance Attacq’s prospects.
Attacq is well-positioned to take advantage of the strong growth opportunities on the African continent via its
investment in Atterbury Africa. The geographical diversification strategy through the group’s investment into Africa
and internationally is expected to mitigate the risk of the exposure of the group to the broader South African economy
and the South African interest rate environment.
SUMMARISED FORECAST INFORMATION
The table below sets out a summary of the forecasts for the group for the years ending 30 June 2014 and 30 June 2015.
Forecast for the year Forecast for the year
ending ending
30 June 2014 30 June 2015
Number of shares in issue (‘000) 571 953 571 953
Weighted average number of shares in issue (‘000) 547 110 571 953
Earnings per share
- from continuing and discontinued operations (cents) 151.37 147.20
- from continuing operations (cents) 145.03 143.99
- from discontinued operations (cents) 6.34 3.21
Headline earnings per share
- from continuing and discontinued operations (cents) 13.67 34.31
- from continuing operations (cents) 13.84 33.99
- from discontinued operations (cents) (0.17) 0.32
The figures set out above are extracted from detailed forecasts for the year ending 30 June 2014 and 30 June 2015 and
have been reported on by the independent reporting accountant Deloitte & Touche. The detailed forecasts, the
independent reporting accountant’s report on the detailed forecast and the assumptions on which the detailed forecasts
are based, are set out in the prospectus.
PURPOSES OF THE PRIVATE PLACEMENT AND THE LISTING
Attacq intends raising up to approximately R800 million by way of an offer for subscription to invited investors for up
to approximately 53 333 333 private placement shares in the company at an issue price to be determined by demand
and for which an indicative issue price of R15.00 per private placement share has been used.
The main purposes of the private placement and the listing are to:
- provide investors, both institutional and private, with an opportunity to participate over the long-term in the
capital growth and the income streams of the company;
- enhance the liquidity and tradability of the shares;
- provide the company with a platform to raise equity funding to pursue growth and investment opportunities
including in respect of the Waterfall pipeline; and
- enhance the public profile and general public awareness of Attacq.
The proceeds of the private placement will be used by Attacq to settle interest bearing debt and strengthen the balance
sheet for ongoing activities.
SALIENT DATES AND TIMES
2013
Abridged prospectus released on SENS on Friday, 4 October
Opening date of the private placement (09:00) Monday, 7 October
Abridged prospectus published in the press on Monday, 7 October
Closing date of the private placement (12:00)2 Wednesday, 9 October
Results of the private placement released on SENS on Thursday, 10 October
Results of the private placement published in the press on Friday, 11 October
Notification of allotments to successful invited investors by Friday, 11 October
Accounts at CSDP or broker updated and debited in respect of dematerialised Monday, 14 October
shareholders3
Listing of shares and commencement of trading on the JSE on (09:00) Monday, 14 October
Notes:
1
All references to dates and times are to local dates and times in South Africa. These dates and times are subject to
amendment. Any such amendment will be released on SENS and published in the press.
2
Invited investors must advise their CSDP or broker of their acceptance of the private placement in the manner
and cut-off time stipulated by their CSDP or broker.
3
CSDPs effect payment on a delivery-versus-payment basis.
PARTICULARS OF THE PRIVATE PLACEMENT
The private placement comprises of an offer for subscription to invited investors for up to approximately 53 333 333
private placement shares in the company at an issue price to be determined by demand and for which an indicative
issue price of R15.00 per private placement share has been used, which offer will raise up to approximately R800
million.
The private placement is open to invited investors only.
The following parties may not participate in the private placement:
- any person who may not lawfully participate in the private placement; and/or
- any investor who has not been invited to participate; and/or
- any person acting on behalf of a minor or deceased estate.
The private placement shares will be allotted subject to the provisions of the memorandum of incorporation of Attacq
and will rank pari passu in all respects including distributions, with all existing issued shares in the company.
There are no convertibility or redemption provisions relating to any Attacq shares.
The private placement shares will only be issued in dematerialised form. No certificated private placement shares will
be issued.
No fractions of private placement shares will be offered in terms of the private placement.
The directors will not increase the number of private placement shares offered in terms of the private placement.
CONDITION TO WHICH THE PRIVATE PLACEMENT AND THE LISTING ARE SUBJECT
The listing and the private placement are subject to the achievement of a spread of shareholders acceptable to the JSE,
being a minimum of 300 public shareholders holding not less than 20% of the issued share capital of the company. As
at the last practical date, being 24 September 2013, Attacq meets these requirements and expects to do so after the
private placement.
DIRECTORS
The names, ages, nationalities, business addresses, qualifications and capacities of the directors of Attacq are set out
below.
Names, age and nationality Business address Qualification Capacity
Pierre Tredoux 164 Nicolson Street, Brooklyn, CA (SA) Independent chairman
56 Pretoria, 0181
South African
Morné Wilken The Parkdev Building, B Eng (Hons) Chief executive officer
42 2nd Floor, Brooklyn Bridge, Industrial
South African 570 Fehrsen Street.
Brooklyn, Pretoria, 0181
Melt Hamman The Parkdev Building, CA (SA) Financial director
42 2nd Floor, Brooklyn Bridge,
South African 570 Fehrsen Street.
Brooklyn, Pretoria, 0181
Louis van der Watt The Atterbury Building, CIMA, CA (SA) Executive director
46 4 Daventry Street, Lynnwood
South African Manor, Pretoria, 0081
Francois van Niekerk Glenfield Office Park, Mertech BA (Econ), MBL Non-independent non-
73 Building, Oberon Street, Faerie executive director
South African Glen, 0043
Pieter Faure Glenfield Office Park, Mertech CA (SA), Non-independent non-
38 Building, Oberon Street, Faerie BCom (Law), HDip executive director
South African Glen, 0043 International Tax
Lucas Ndala 37 High Street, Block C 2nd CA (SA) Non-independent non-
38 Floor, Melrose Arch, 2076 executive director
South African
Johan van der Merwe 55 Willie van Schoor Avenue, CA (SA), MCom Non-independent non-
48 Bellville, 7530 (Tax), MPhil Finance executive director
South African
Stewart Shaw-Taylor 4th Floor, 30 Baker Street, CA (SA) Independent non-
61 Rosebank, 2196 executive director
South African
Hellen El Haimer 4 Cromwell Street, Midstream, BSoc Sci LLB Independent non-
39 Midrand Estate, 1692 (Hons) Strategic executive director
South African Management, H Dip
Property Investment
Thys du Toit 2 Andmar, corner of Ryneveld BSc, MBA Independent non-
54 & Church Street, Stellenbosch, executive director
South African 7600
Lebo Masekela 5 Melrose Street, Kosmosdal BSc Eng Independent non-
49 Ext 32, Centurion, Pretoria, executive director
South African 0157
Thomas Reilly 3A Summit Road, Dunkeld BCom (Hons) (Econ) Alternate director to
41 West, 2196 Johan van der Merwe
South African
Wilhelm Nauta 37 High Street, Block C, 2nd CA (SA) Alternate director to
42 Floor, Melrose Arch, 2076 Lucas Ndala
South African
AVAILABILITY OF THE PROSPECTUS AND THE INVESTOR PRESENTATION
A copy of the document presented on the road show to invited investors (“investor presentation”) is available on the
company’s website: www.Attacq.co.za.
The investor presentation contains no information over and above that contained in the prospectus.
The prospectus is available in English only. Copies of the prospectus may be obtained between 08:30 and 17:00 on
business days from Monday, 7 October 2013 to Monday, 14 October 2013 at the following addresses:
Attacq Limited
The Parkdev Building
2nd Floor, Brooklyn Bridge
570 Fehrsen Street
Brooklyn, 0181
Java Capital Trustees and Sponsors Proprietary Limited
2 Arnold Road
Rosebank, 2196
Johannesburg
Computershare Investor Services Proprietary Limited
Ground Floor, 70 Marshall Street
Johannesburg, 2001
RELEASE OF YEAR END RESULTS
The audited summarised consolidated financial results for the year ended 30 June 2013 will be released on SENS on
Monday, 7 October 2013 when the private placement opens.
Corporate advisor, sponsor and bookrunner
Java Capital
Independent transaction sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Independent reporting accountants and auditors
Deloitte & Touche
Attorneys
ENS
4 October 2013
Date: 04/10/2013 09:00:00 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 
