ACUCAP PROPERTIES LIMITED - Acucap Prop Ltd/Sycom Prop Fund - Follow-on offer to remaining Sycom Unitholders

Release Date: 12/06/2014 17:23
Code(s): ACP SYC SYCR
 
Wrap Text
Acucap Prop Ltd/Sycom Prop Fund - Follow-on offer to remaining Sycom Unitholders

Acucap Properties Limited                              Sycom Property Fund
                                                       A Collective Investment Scheme in Property
Incorporated in the Republic of South 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”)

FOLLOW-ON OFFER TO REMAINING SYCOM UNITHOLDERS
The follow-on offer

Acucap linked unitholders and holders of Sycom participatory interests (“Sycom Unitholders”) are
referred to the announcements released on 27 March 2014 (the “Offer Announcement”) and on 19
May 2014 (the “Offer Results Announcement”) wherein, respectively, the terms, and results, of an
offer extended by Acucap to all Sycom Unitholders, other than Acucap and SPFM (the “Initial Offer”),
were announced.

The board of directors of Acucap is pleased to announce that Acucap hereby extends a follow-on
offer (the “Follow-On Offer”) to those Sycom Unitholders that did not participate in respect of all of
their Sycom participatory interests (“Sycom Units”) in the Initial Offer (the “Remaining Sycom
Unitholders”), to acquire all of their Sycom Units on the same terms as the Initial Offer, save with
respect to timing and as set out in this announcement.

Remaining Sycom Unitholders who accept the Follow-On Offer will receive Acucap no par value
shares in exchange for their Sycom Units in the ratio of 58 Acucap no par value shares for every 100
Sycom Units tendered into the Follow-On Offer (the “Follow-On Offer Consideration”).

As explained in more detail below, the Follow-On Offer Consideration will only be issued to
Remaining Sycom Unitholders who accept the Follow-On Offer (“Accepting Unitholders”) on a date
that is still to be determined (see paragraph headed “Timetable and action required” below) and
accordingly Accepting Unitholders will remain the beneficial owners of the Sycom Units tendered
into the Follow-On Offer until such time as the Follow-On Offer Consideration is issued and the
relevant Sycom Units have been acquired. This therefore means that Accepting Unitholders will still
qualify for the Sycom final distribution for the year ended 31 March 2014 (“Sycom final
distribution”), which will be paid on 30 June 2014, provided that they do not dispose of their Sycom
Units on or before 20 June 2014 (being the Sycom final distribution last date to trade).
Accepting Unitholders that are issued (and have not disposed of) the Follow-On Offer Consideration
on or before the last date to trade for the Acucap distribution for the interim period ending 30
September 2014 (the “Acucap Interim Distribution”), will qualify for receipt of the Acucap Interim
Distribution. In those circumstances, those Remaining Sycom Unitholders will not qualify to receive
the Sycom interim distribution for the 6 months ended 30 September 2014.

For further details on the terms of the Follow-On Offer (which is on the same terms as the Initial
Offer, save with respect to timing and as set out in this announcement) and for information on
Acucap and Sycom, Sycom Unitholders are referred to the Offer Announcement, the Initial Offer
circular and the accompanying Acucap circular, both dated 31 March 2014, and the subsequent
financial results for the year ended 31 March 2014 for Acucap and Sycom, published today on SENS
(and in the press tomorrow), all of which are available on the respective Acucap and Sycom websites
(www.acucap.co.za and www.sycom.co.za).

Timetable and action required

The Follow-On Offer will open immediately and will remain open until the earlier of a date to be
announced by Acucap on SENS and in the press or, failing such announcement, at 12h00 on Tuesday,
30 September 2014 (the “Follow-On Offer Period”).

Acucap is currently in the process of amending its capital structure by substituting all its issued
linked units for no par value shares pursuant to a scheme of arrangement (the “Acucap
Restructure”). The Acucap Restructure remains subject to receipt by Acucap of an acknowledgment
from the Companies and Intellectual Property Commission that Acucap’s amended memorandum of
incorporation and relevant shareholder resolutions has been filed, as well as receipt by Acucap from
the Takeover Regulation Panel of the requisite compliance certificate. The timing of fulfilment of
these outstanding conditions precedent to the Acucap Restructure (the “Outstanding Conditions
Precedent”) is uncertain.

Implementation of the Initial Offer and Follow-On Offer will therefore only occur the Monday
following 15 business days from the date on which the Outstanding Conditions Precedent to the
Acucap Restructure have been fulfilled (“Acucap Restructure Finalisation Date”).

Accepting Unitholders that accept the Follow-On Offer before the Acucap Restructure Finalisation
Date

Sycom Units held by those Accepting Unitholders that accept the Follow-On Offer before the Acucap
Restructure Finalisation Date will be transferred to an escrow account at Computershare Investor
Services (Pty) Ltd (“Escrow Account”) for ultimate delivery to Acucap.

In order to ensure that Accepting Unitholders that accept the Follow-On Offer before the Acucap
Restructure Finalisation Date are not out of the market during the period between which they
accept the Follow-On Offer and the date on which the Follow-On Offer Consideration is issued, these
Accepting Unitholders will be issued a Sycom receipt (Share Code SYCR), which is a tradable
acknowledgment of ownership of the underlying Sycom Unit in respect of which the Follow-On Offer
has been accepted (“Sycom Receipt”). One Sycom Receipt will be issued for every one Sycom Unit
tendered into the Follow-On Offer.

Sycom Receipts will be issued to Accepting Unitholders on a weekly basis. The Sycom Receipts will
therefore be issued to Accepting Unitholders that accept the Follow-On Offer before the Acucap
Restructure Finalisation Date on the Monday immediately following acceptance of the Follow-On
Offer, provided that the acceptance is communicated prior to 12h00 on the immediately preceding
Friday (unless the relevant Monday is not a business day, in which event, the Sycom Receipts will be
issued on the business day immediately following the Monday in question).

Following fulfilment of the Outstanding Conditions Precedent to the Acucap Restructure, the
underlying Sycom Units that are held in the Escrow Account will be transferred to Acucap and the
Follow-On Offer Consideration will be issued to Accepting Unitholders.

Accepting Unitholders that accept the Follow-On Offer after the Acucap Restructure Finalisation
Date

Accepting Unitholders that accept the Follow-On Offer after the Acucap Restructure Finalisation
Date will not receive Sycom Receipts but will instead receive the Follow-On Offer Consideration.

The Follow-On Offer Consideration will be issued on a weekly basis. The Follow-On Offer
Consideration will therefore be issued to Accepting Unitholders that accept the Follow-On Offer
after the Acucap Restructure Finalisation Date on the Monday immediately following acceptance of
the Follow-On Offer, provided that the acceptance is communicated prior to 12h00 on the
immediately preceding Friday (unless the relevant Monday is not a business day, in which event, the
Follow-On Offer Consideration will be issued on the business day immediately following the Monday
in question).

Queries

Any queries in respect of the Follow-On Offer or the process for acceptance thereof may be
addressed to Questco Corporate Advisory, for attention Marian Gaylard, Claudia Adamson or
Anthony Ledeboer by email on sycom@questco.co.za or by calling +27(11) 011 9206/9209/9201.

12 June 2014

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

Questco                                              DLA Cliffe Dekker Hofmeyr


Legal advisor to Sycom and SPFM                      Competition law advisors  

Bowman Gilfillan                                     Vani Chetty

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