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VIVIDEND INCOME FUND LIMITED - Acquisition of Vividend Manco, changes to Vividend Board, option to acquire additional Vividend units, joint caution

Release Date: 24/02/2014 17:25
Code(s): VIF AWB AWA     PDF:  
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Acquisition of Vividend Manco, changes to Vividend Board, option to acquire additional Vividend units, joint caution

ARROWHEAD PROPERTIES LIMITED                                                       VIVIDEND INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)                                     (Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)                                               (Registration Number 2010/003232/06)
JSE share code: AWA ISIN: ZAE000158101                                             JSE share code: VIF ISIN: ZAE000150918
JSE share code: AWB ISIN: ZAE000158119                                             (Approved as a REIT by the JSE)
(Approved as a REIT by the JSE)                                                    (“Vividend”)
(“Arrowhead”)


ACQUISITION OF VIVIDEND MANCO, CHANGES TO VIVIDEND BOARD, OPTION TO ACQUIRE ADDITIONAL VIVIDEND UNITS AND JOINT CAUTIONARY ANNOUNCEMENT


Arrowhead announced on 6 December 2013 that it had acquired 31.7% of Vividend’s issued units. Arrowhead has now concluded an
agreement to acquire all the shares in and claims on loan against Vividend Management Group Proprietary Limited (“Vividend
Manco”) from the existing Vividend Manco shareholders for a purchase price of R88.6 million (the “acquisition”). The effective date
of the acquisition is 1 March 2014.

As a result of the change in control of Vividend Manco, Michael Jacobson, Gavin Rabinowitz, Mark Sandak-Lewin and Alan Witt,
will resign from the Vividend board with effect from 1 March 2014. Ari Jacobson, Robert Amoils and Bruce Rubenstein have agreed
to remain on (as CEO, Financial Director and non-executive director respectively) for a three month period from the effective date.

In addition to the acquisition, Arrowhead has concluded an agreement with Stanlib, in respect of the approximately 60.2 million
Vividend units controlled by Stanlib (representing approximately 22% of Vividend’s issued units), in terms of which:
-   Stanlib has irrevocably undertaken that, if Arrowhead proposes a scheme of arrangement (the “scheme”) in terms of section 114
    of the Companies Act, Act 71 of 2008 (the “Act”) to acquire all the Vividend units it does not already own for a consideration of
    not less than 0.374 Arrowhead A and 0.374 Arrowhead B units per Vividend unit, Stanlib will vote in favour of all resolutions
    necessary to approve the scheme; and
-   Stanlib has granted Arrowhead an option (the “option”) to require them to accept an offer from Arrowhead to acquire their
    Vividend units for a consideration of 0.374 Arrowhead A and 0.374 Arrowhead B units per Vividend unit if, for any reason, the
    scheme is not implemented. As consideration for the option, Arrowhead has paid Stanlib an option premium of R4,461,500.

Arrowhead has advised the Vividend board that it would like to engage with the board with regard to a potential scheme of
arrangement to acquire the Vividend units that it does not already own. However formal engagements in this regard have not yet
begun. Accordingly Arrowhead and Vividend unitholders are advised to exercise caution when trading in their securities until further
announcements are made.

24 February 2014


Sponsor, corporate advisor and joint legal advisor to Arrowhead
Java Capital

Attorneys to Arrowhead
Cliffe Dekker Hofmeyr Inc

Sponsor and corporate advisor to Vividend
PSG Capital

Attorneys to Vividend
Fluxmans Attorneys




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