ACUCAP PROPERTIES LIMITED - Results of the Acucap General Meetings and update on the Acucap Restructure and the Sycom Offer

Release Date: 05/05/2014 12:12
Code(s): ACP SYC SYCR
 
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Results of the Acucap General Meetings and update on the Acucap Restructure and the Sycom Offer

Acucap Properties Limited                         Sycom Property Fund
(Incorporated in the Republic of South            A Collective Investment Scheme in Property
Africa)                                           ("CISP") registered in terms of the Collective
(Registration number 2001/021725/06)              Investment Schemes Control Act, No. 45 of 2002
Share code: ACP                                   (“CISCA”) and managed by Sycom Property Fund
ISIN: ZAE000037651                                 Managers Limited (“SPFM”)
(Approved as a REIT by the JSE)                   (Registration number 1986/002756/06)
(“Acucap”)                                        Share code: SYC       ISIN: ZAE000019303
                                                  (Approved as a REIT by the JSE)
                                                  (“Sycom”)

RESULTS OF THE ACUCAP GENERAL MEETINGS AND UPDATE ON THE ACUCAP RESTRUCTURE AND THE SYCOM OFFER

1.   INTRODUCTION

     Holders of Acucap linked units and of Sycom participatory interests (collectively, "Unitholders") are referred to
     the announcements released by Acucap and Sycom on 27 March 2014 wherein it was announced that Acucap would –

     (a)     extend an offer to all Sycom unitholders (other than Acucap and its wholly-owned subsidiary, SPFM),
             to acquire all of their participatory interests in Sycom (“Offer Units”) in exchange for Acucap securities
             (comprising Acucap linked units or Acucap no par value shares, as the case may be) in the ratio of 58
             Acucap securities for every 100 Sycom participatory interests held (the “Offer”);

     (b)     implement the Acucap restructure, comprising the following inter-conditional steps:

                (i)    a substitutive share-for-share transaction in terms of which Acucap will exchange the issued
                       Acucap linked units for Acucap no par value shares in terms of a scheme of arrangement as
                       contemplated in section 114 of the Companies Act 71 of 2008 (as amended) (“the Companies
                       Act”), resulting in Acucap unitholders becoming holders of Acucap no par value shares (“the
                       Substitution”);
               (ii)    the adoption of a new Memorandum of Incorporation (“New MOI”) in respect of Acucap; and
               (iii)   the creation of 500 000 000 authorised Acucap no par value shares for the purpose of, inter
                       alia, the Substitution,
                       (the above steps comprising “the Acucap Restructure”); and


         (c) convene the general meetings of shareholders and debenture holders (collectively, "General
             Meetings"), for purposes of passing the requisite ordinary and special resolutions under the
             Companies Act and the JSE Listings Requirements to approve the Offer and the Acucap Restructure.

2.   RESULTS OF THE GENERAL MEETINGS

     Unitholders are advised that, at the General Meetings held today, Monday, 5 May 2014, all of the resolutions
     as set out in the notices of General Meetings were unanimously passed without modification.

     Furthermore, Unitholders are advised that prior to the General Meetings, no objections to the Acucap
     Restructure were received in terms of section 164(3) of the Companies Act.

     Accordingly, Unitholders are advised that the Offer is now unconditional and will proceed in the manner
     specified and according to the timetable set out in the announcement of 27 March 2014.

     The implementation of the Acucap Restructure remains subject to the following conditions precedent –

    (a)      receipt by Acucap of the requisite compliance certificate from the Take-over Regulation Panel in
             respect of the Substitution in terms of section 121 of the Companies Act (“TRP Certificate”); and

    (b)      the Companies and Intellectual Property Commission issuing Acucap with a receipt in respect of the
             filing of all the relevant documents and resolutions required to effect the Acucap Restructure (“the
             CIPC Filing”).


3.   NATURE OF THE OFFER CONSIDERATION

     Unitholders are referred to the announcement of 27 March 2014 wherein it was announced that the
     consideration for the Offer would, if the Acucap Restructure was approved by the requisite majority of Acucap
     Unitholders and implemented, be in the form of Acucap no par value shares or, if such approval was not
     obtained or implemented, be in the form of Acucap linked units.

     Given that the Acucap Restructure has now been approved by Acucap linked unitholders and only remains
     subject to the receipt of the TRP Certificate and the CIPC Filing, the Offer consideration is expected to take the
     form of Acucap no par value shares.



4.   REMAINING OFFER PERIOD

     The Offer remains open for acceptances by Sycom unitholders up to 12:00 on Friday, 16 May 2014.


     Cape Town
     5 May 2014

Corporate Advisor and Sponsor to Acucap and Sycom: Questco               
Legal and Tax Advisor to Acucap on the Offer: Cliffe Dekker Hofmeyr
Legal and Tax advisor to Acucap on the Acucap Restructure: Edward Nathan Sonnenbergs
Legal and Tax Advisor to Sycom and SPFM: Bowman Gilfillan
                      
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