ACUCAP PROPERTIES LIMITED - Acucap Prop Ltd/ Sycom Prop Fund -Results of the offer by Acucap to all Sycom unitholders other than Acucap and SPFM

Release Date: 19/05/2014 08:41
Code(s): ACP SYC SYCR
 
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Acucap Prop Ltd/ Sycom Prop Fund -Results of the offer by Acucap to all Sycom unitholders other than Acucap and SPFM

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
                                                      Sycom receipts: SYCR ISIN ZAE000189551
                                                      (Approved as a REIT by the JSE)
                                                      (“Sycom”)


RESULTS OF THE OFFER BY ACUCAP TO ALL SYCOM UNITHOLDERS OTHER THAN ACUCAP AND SPFM


1. INTRODUCTION

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

      (a) extend an offer to acquire all of the Sycom participatory interests (“Sycom Units”) of all
          Sycom Unitholders (other than Acucap and its wholly-owned subsidiary, SPFM) (the Sycom
          Units of such Sycom Unitholders referred to as the “Remaining Sycom Units”) in exchange
          for Acucap securities in the ratio of 58 Acucap securities for every 100 Sycom Units held (the
          “Offer”); and

      (b) implement the Acucap restructure.

   Unitholders are further referred to the announcement on 5 May 2014 wherein it was announced
   that Acucap Linked Unitholders had approved the Acucap restructure and the Offer and that
   consequently the Offer had become unconditional. Subject to the fulfilment of the conditions
   precedent to the Acucap restructure outlined in paragraph 3.1 and 3.2 below, the Offer
   consideration will take the form of Acucap no par value shares (“Offer Consideration”).

2. RESULTS OF THE OFFER

   Acucap and the independent board of SPFM are pleased to announce the results of the Offer, which
   closed at 12h00 on Friday, 16 May 2014. Acucap received acceptances in terms of the Offer from
   Sycom Unitholders (“Accepting Sycom Unitholders”) holding in aggregate 79 798 674 Sycom Units,
   comprising approximately 59.9% of the Remaining Sycom Units.

   Due to regulatory constraints, Growthpoint Properties Limited (“Growthpoint”) communicated to
   Acucap that it only accepted the Offer in respect of 17 million Sycom Units.

   Although all directors of Acucap and SPFM (collectively, the “Directors”), who hold Sycom Units,
   intended to accept the Offer in respect of their Sycom Units, they were not permitted to do so given
   that both Acucap and Sycom are currently in a financial closed period. Those Directors hold (directly
   or indirectly) 575 617 Sycom Units or approximately 0.31% of the Sycom Units in issue.

   Based on current holdings and to the best of the Director’s knowledge, the unit holding of Sycom,
   post implementation of the Offer, will be as follows:

   Unitholder                                                              Percentage holding in Sycom
   Acucap                                                                                        73.3%
   Growthpoint                                                                                   23.0%
   Minorities (including the 0.31% held by Directors)                                             3.7%
   Total                                                                                        100.0%


3. EXPECTED CONSIDERATION PAY DATE AND ISSUANCE OF THE SYCOM RECEIPTS

   Accepting Sycom Unitholders have today been issued an acknowledgement of receipt (“Sycom
   Receipt”) in respect of each Sycom Unit tendered into the Offer (“Represented Sycom Unit”), which
   Sycom Receipt constitutes a tradable acknowledgement of the ownership of that Represented
   Sycom Unit, in a ratio of one Sycom Receipt for every one Represented Sycom Unit.

   The issuance of the Sycom Receipts is to ensure that Accepting Sycom Unitholders are not out of the
   market and are able to trade between now and the Consideration Pay Date (being the date on which
   Acucap no par value shares are to be issued in consideration for the Sycom Units tendered into the
   Offer). The Consideration Pay Date is expected to be the later of 30 June 2014 and the first Monday
   following 15 business days after the date on which -

       3.1. the new memorandum of incorporation of Acucap is acknowledged by the Companies and
            Intellectual Property Commission as having been placed on file by them; and

       3.2. the Takeover Regulation Panel (“TRP”) has issued the requisite TRP compliance certificate in
            respect of the Acucap restructure under section 121 of the Companies Act No 71 of 2008,

           (the “Consideration Pay Date”).

   Each Sycom Receipt has the effect of providing the holder thereof all the rights of ownership of, and
   benefit in, the Represented Sycom Unit and is tradable on the JSE under share code SYCR and ISIN
   ZAE000189551. The Sycom Units of Accepting Sycom Unitholders that have been tendered into the
   Offer have been placed into an escrow account with Computershare Investor Services (Pty) Ltd
   today, Monday, 19 May 2014, where they will be held for ultimate delivery to Acucap on the
   Consideration Pay Date.

Sycom Unitholders that have not tendered their Sycom Units into the Offer may continue to trade in
their Sycom Units.

Upon fulfilment of the conditions precedent to the Acucap restructure, outlined in paragraphs 3.1
and 3.2 above, a finalisation announcement will be published by Acucap and Sycom confirming the
Consideration Pay Date.




Cape Town
19 May 2014



Corporate Advisor and            Legal and tax advisor to       Legal advisor to Sycom and
Sponsor to Acucap and            Acucap                         SPFM
Sycom

Questco                          DLA Cliffe Dekker Hofmeyr      Bowman Gilfillan

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