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Sale of the business conducted by Vunani Property Asset Management Proprietary Limited and conversion of VPIF to a R
VUNANI PROPERTY INVESTMENT FUND LIMITED
Granted REIT status by the JSE
(Incorporated in the Republic of South Africa)
(Registration number 2005/019302/06)
JSE code: VPF
ISIN: ZAE000157459
(“VPIF” or “the company”)
SALE OF THE BUSINESS CONDUCTED BY VUNANI PROPERTY ASSET MANAGEMENT PROPRIETARY
LIMITED AND CONVERSION OF VPIF TO A REIT
1. SALE OF BUSINESS
A Sale of Business Agreement, dated 9 November 2013, has been entered into
between Vunani Property Asset Management Proprietary Limited (“VPAM”), a
wholly owned subsidiary of Vunani Properties Proprietary Limited (“Vunani
Properties”), which is a 78% owned subsidiary of Vunani Limited, and Texton
Property Investments Proprietary Limited (“the Purchaser”) in terms of which
VPAM will dispose of its business, including the cession and assignment of
the Asset Management Agreement between VPIF and VPAM (“the Asset Management
Agreement”), and the employment contracts to the Purchaser (“the Agreement”)
for a total cash amount of R117 million (“the Transaction”).
1.1 Information relating to VPAM
VPAM’s sole business activity is the provision of property asset
management services to VPIF in terms of the Asset Management Agreement.
The current directors of VPAM are EG Dube (Chairman), RF Kane (CEO), A
Judin, B Khoza and PW Mackenzie.
Mr RF Kane has taken up a shareholding in Cozifor Proprietary Limited
(which owns 100% of the Purchaser) through his family trust. Mr. Kane
will remain as the CEO of VPIF and Ms M de Lange will remain as the CFO
of VPIF.
In terms of the Transaction, the following full-time employees of VPAM
will be transferred to the Purchaser:
RF Kane, D Govender, M de Lange and P Bonga.
1.2 Cession and assignment of the Asset Management Agreement
In terms of the Listings Requirements of the JSE Limited the cession
and assignment of the Asset Management Agreement must be approved by
VPIF unitholders.
1.3 Suspensive conditions
The Agreement is subject, inter alia, to the following suspensive
conditions:
• the written consent of the board of directors of VPIF for the
cession and assignment of the Asset Management Agreement;
• shareholders of Vunani Limited approving the disposal by VPAM of its
business to the Purchaser at a general meeting;
• VPIF unitholders approving the cession and assignment of the Asset
Management Agreement at a general meeting; and
• approval as required in terms of the Competition Act (No 89 of
1998), as amended.
In terms of the Agreement, the suspensive conditions must be fulfilled
or waived on or before 28 February 2014 or such later date as agreed on
by all the parties.
1.4 Information relating to the Purchaser
Details relating to the Purchaser are set out below:
Registered name: Texton Property Investments Proprietary Limited
Legal form: A private company (Registration number
2004/029298/07), duly registered and incorporated
with limited liability in accordance with the laws
of the RSA.
Business address: 54 Bompas Road, Dunkeld West, Johannesburg
Directors: AN de Rauville, JPG de Rauville, DJ Tew, RF Kane,
M de Lange, JA Legh, MJ van Heerden
Shareholder: 100% Cozifor Proprietary Limited
Shareholders of Cozifor Proprietary Limited are as
follows:
25% Handful of Keys Proprietary Limited
20% Investec Bank Limited
17% Ludlow Trust (RF Kane)
15% JA Legh
15% Nooitgedacht Familie Trust
5% N&G Trust
3% M de Lange
The Purchaser represents a consortium of investors led by Angelique de
Rauville, the Managing Director of Handful of Keys Proprietary Limited.
Until April this year, she was employed by the Investec Group and
headed up Investec’s property investments business for 10 years for
both the South African and United Kingdom operations.
2 CONVERSION TO A REIT
VPIF has been granted REIT status by the JSE as provided for in the Income
Tax Act and section 13 of the JSE Listings Requirements. VPIF is required
to fully comply with the JSE Listings Requirements pertaining to REITs and
the board proposes aligning VPIF’s current linked unit structure to an all
equity structure and therefore proposes:
- the delinking of the VPIF linked units – the replacement of each VPIF
linked unit with 1 delinked VPIF ordinary share by the delinking of the
VPIF linked units and the capitalisation of the value of the debentures
in the books of the company to form part of the stated capital account
of VPIF. This will be facilitated by an amendment to the Debenture
Trust Deed followed by the termination of the Debenture Trust Deed and
the cancellation of the debentures without payment to VPIF linked
unitholders;
- the conversion of the share capital – to convert the company’s ordinary
par value shares into ordinary shares with no par value pursuant to the
requirements of the Companies Act.
3 AMENDMENTS TO THE MEMORANDUM OF INCORPORATION (“MOI”):
The directors propose that the company’s MOI be replaced in its entirety to
cater for the matters set out in paragraph 2 as well as other matters to
more fully align the MOI to the company’s business.
4 CIRCULAR TO SHAREHOLDERS
A circular to unitholders relating to the above matters, containing a notice
of a general meeting of unitholders, will be dispatched to unitholders
during the course of December 2013.
Sandton
11 November 2013
Corporate Adviser
Vunani Corporate Finance
Sponsor
Grindrod Bank Limited
Investment Bank
Investec Bank Limited
Date: 11/11/2013 12:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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