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Posting of circular, notice of general meeting and abridged revised listing particulars; notice of AGM
Fairvest Property Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1998/005011/06
Linked unit code: FVT
ISIN Code: ZAE000034658
(“Fairvest” or “the Company”)
ACQUISITION OF PROPERTY PORTFOLIO – POSTING OF CIRCULAR, NOTICE OF
GENERAL MEETING AND ABRIDGED REVISED LISTING PARTICULARS OF FAIRVEST;
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
1.1. Linked unitholders of the Company (“Linked Unitholders”) are
referred to the announcement released by the Company on SENS on
10 October 2013 and the joint SENS announcement by the Company
and Vukile Property Fund Limited (“Vukile”) on the same date (“the
Announcements”), which advised Linked Unitholders that the Company
had entered into an agreement (“Acquisition Agreement”) with
Vukile and Vukile’s subsidiary, MICC Properties Proprietary
Limited (“MICC”) (Vukile and MICC being hereinafter collectively
referred to as the “Sellers”), to acquire from the Sellers a
portfolio of retail properties (“Acquisition Portfolio”),
including the associated rental enterprise conducted in respect of
the Acquisition Portfolio (“the Acquisition”).
1.2. As indicated in the Announcements, the Company intends to fund the
purchase consideration for the Acquisition through the issue of
new ordinary linked units (“Acquisition Linked Units”) to the
Sellers (“Acquisition Issue”).
2. POSTING OF CIRCULAR
2.1. Linked Unitholders are hereby advised that a circular, containing
details of the Acquisition and the Acquisition Issue, will be
posted to Linked Unitholders today, 22 November 2013 (“Circular”).
The Circular incorporates a notice convening a general meeting of
Linked Unitholders for purposes of adopting resolutions approving
the Acquisition and the Acquisition Issue. The Circular
incorporates revised listing particulars (“Revised Listing
Particulars”) in respect of the Company.
2.2. Linked Unitholders are advised to review the Circular and Revised
Listing Particulars for detailed information regarding the
Acquisition, the Acquisition Issue and related aspects. The
Circular, including the Revised Listing Particulars, will be
available on the Company’s website at www.fairvest.co.za.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Linked Unitholders
will be held at 10h00 on Tuesday, 24 December 2013, at Office 18003,
18th Floor, Triangle House, 22 Riebeek Street, Cape Town (“General
Meeting”) for the purpose of considering and, if deemed fit, passing
with or without modification, the resolutions set out in the notice
of the General Meeting included in the Circular.
4. IMPORTANT DATES AND TIMES
Linked Unitholders are referred to the table below setting out
important dates and times in relation to the Acquisition and the
Acquisition Issue. Capitalised terms used below and elsewhere in
this announcement and that are not otherwise defined, bear the
meanings ascribed to them in the Circular.
Date
Record date to determine which Linked
Unitholders are entitled to receive the Friday, 15 November
Circular and Notice of General Meeting 2013
Circular containing Revised Listing
Particulars, Notice of General Meeting
and form of proxy posted to Linked Friday, 22 November
Unitholders on 2013
Notice convening the General Meeting Friday, 22 November
released on SENS on 2013
Notice convening the General Meeting Monday, 25 November
published in the South African press on 2013
Last day to trade in order to be eligible Friday, 6 December
to vote at the General Meeting 2013
Record date to be eligible to vote at the Friday, 13 December
General Meeting 2013
Last day to lodge forms of proxy in
respect of the General Meeting by 10h00 Friday, 20 December
on 2013
General Meeting of Linked Unitholders to Tuesday, 24 December
be held at 10h00 on 2013
Results of the General Meeting released Tuesday, 24 December
on SENS on 2013
Results of the General Meeting published Friday, 27 December
in the South African press on 2013
Anticipated Transfer Date of Acquisition Friday, 10 January
Portfolio on 2014
Anticipated date of issue of Acquisition Monday, 13 January
Linked Units on 2014
Anticipated date for listing on the JSE Monday, 13 January
of Acquisition Linked Units on 2014
Note
(1) The above dates and times are subject to amendment. Any such
amendment will be released on SENS.
5. ABRIDGED REVISED LISTING PARTICULARS OF FAIRVEST
These abridged revised listing particulars are not an invitation to
the public to subscribe for securities, but are issued in compliance
with the JSE Listings Requirements, for the purpose of providing
information to the public and Linked Unitholders with regard to the
Company. Capitalised terms used below and that are not otherwise
defined, bear the meanings ascribed to them in the Circular and
Revised Listing Particulars.
5.1. Background
Fairvest was incorporated on 17 March 1998 and is a property
investment holding company listed in the “Real Estate and
Development” sector of the JSE. Fairvest has been classified as a
Real Estate Investment Trust (REIT) with effect from 1 July 2013.
The Company’s investment strategy is to create a portfolio of
significant critical mass through acquisition of quality, high-
yielding properties with a weighting in favour of non-metropolitan
areas and lower living standards measure (“LSM”) sectors.
Accordingly, investment opportunities are evaluated for
acquisition on an ongoing basis.
5.2. Rationale for the Acquisition
The Acquisition is consistent with the Company’s growth strategy
whereby the Company will focus on acquiring retail assets with a
weighting in favour of non-metropolitan areas and lower LSM
sectors.
Furthermore, the Acquisition is concluded in the context of the
Company and Vukile having agreed to a strategic relationship, with
Vukile and MICC acquiring a linked unitholding in the Company,
following implementation of the Acquisition and Acquisition Issue,
of 31.8% of the Company’s enlarged issued linked unit capital.
Such a strategic relationship will provide the Company with the
opportunity to access Vukile’s deal flow in regard to retail
assets that fall outside of Vukile’s strategic focus, but within
the Company’s, and which is expected to add substantially to the
Company’s pipeline, and, more broadly, will provide the
opportunity for the Company to benefit from the experience and
expertise of Vukile as a strategic investor.
5.3. Overview of Fairvest
The Revised Listing Particulars have been prepared on the
assumption that the resolutions proposed in the Notice of General
Meeting will be passed at the General Meeting of Linked
Unitholders to be held at 10h00 on Tuesday, 24 December 2013, and
that the Acquisition and the Acquisition Issue detailed in the
Circular will be implemented.
After the implementation of the Acquisition, the Company will have
a Property Portfolio consisting of 32 properties with a rentable
retail and commercial area of 127 530 square metres, valued at
R1,003.5 million.
The full details of the Current Property Portfolio and the
Acquisition Portfolio appear in the Circular and the Revised
Listing Particulars.
5.4. Share capital
It is estimated, based on an assumed Effective Date for the
Acquisition of 1 January 2014, that 167 873 970 Ordinary Linked
units will be issued as Acquisition Linked Units in terms of the
Acquisition Issue, in settlement of the Purchase Consideration, at
an issue price of R1.40 for each such Acquisition Linked Unit.
The Acquisition Linked Units issued in terms of the Acquisition
Issue will rank pari passu with the Company’s existing Ordinary
Linked Units.
Following the implementation of the Acquisition Issue, the total
value of the stated capital of the Company’s issued Linked Unit
capital will be R770 069 000.
5.5. Dividend and distribution policy
The directors of the Company do not intend to declare dividends
but intend to rather make interest distributions in respect of the
debenture portion of the Linked Units. The Company makes semi-
annual interest distributions in terms of the Debenture Trust
Deed.
5.6. Fairvest Directors
The full names, ages, business addresses and capacities of the
directors of the Company are provided below:
Full name Age Capacity Business Address
Jacobus Francois 42 Chairman 1st Floor East Wing,
du Toit The Palms
145 Sir Lowry Road
Cape Town
8001
Darren Marc 45 Chief Office 18003
Wilder Executive 18th Floor, Triangle
Officer House
22 Riebeek Street
Cape Town
8001
Barry Jacques 34 Chief As above
Kriel Financial
Officer
Adam Jeremy 41 Chief As above
Marcus Operating
Officer
Pieter Johannes 65 Lead 18 Vygeboord Village
van der Merwe independent Moredou Street
non-executive Durbanville
director 7551
Martin Epstein 43 Independent 1st Floor East Wing,
non-executive The Palms
director 145 Sir Lowry Road
Cape Town
8001
Louis Wessel 40 Independent 24 Templeman Street
Andrag non-executive Aurora
director Durbanville
7551
Keneilwe Rachel 45 Independent 8 Melkhout Crescent
Moloko non-executive Plattekloof
director 7500
5.7. Copies of the Revised Listing Particulars
Copies of the Circular and Revised Listing Particulars will be
available for inspection by Linked Unitholders during normal
business hours at the registered office of the Company and at the
Johannesburg office of the Company’s sponsor, PSG Capital
Proprietary Limited, at 1st Floor, Building 8, Inanda Greens
Business Park, 54 Wierda Road West, Wierda Valley, Sandton, from
22 November 2013 until 24 December 2013 (both days inclusive).
The Revised Listing Particulars, as incorporated in the Circular,
will be available on the website www.fairvest.co.za.
6. NOTICE OF ANNUAL GENERAL MEETING AND NO CHANGE STATEMENT
Notice is hereby given that the annual general meeting of Linked
Unitholders will be held at 10h00 on Tuesday, 21 January 2014, at
Office 18003, 18th Floor, Triangle House, 22 Riebeek Street, Cape
Town (“AGM”) for the purpose of considering and, if deemed fit,
passing with or without modification, the resolutions set out in the
notice of AGM (“Notice of AGM”) posted to Linked Unitholders today
simultaneously with the Circular and notice of General Meeting. The
audited condensed consolidated results for the financial year ended
30 June 2013 are annexed to the Notice of AGM and contain no changes
to the provisional reviewed condensed consolidated results for the
year ended 30 June 2013 published by the Company on SENS on
19 September 2013. The full audited financial results of the Company
are included in the Company’s 2013 annual report, which is available
on the Company’s website at www.fairvest.co.za.
The date on which Linked Unitholders must be recorded as such in the
linked unit register to be eligible to vote at the AGM is Friday, 10
January 2014, with the last day to trade being Friday, 3 January
2013.
22 November 2013
Cape Town
PSG Capital Proprietary Limited: Sponsor and corporate adviser
Java Capital Proprietary Limited: Transaction adviser
BDO South Africa Incorporated: Independent reporting accountants and
auditors
Date: 22/11/2013 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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