ACUCAP PROPERTIES LIMITED - Acucap\Sycom - Acucap finalisation announcement, implementation of the Sycom offer and update on the follow-on offer

Release Date: 20/06/2014 11:32
Code(s): ACP SYC SYCR
 
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Acucap\Sycom - Acucap finalisation announcement, implementation of the Sycom offer and update on the follow-on offer

                                                           Sycom Property Fund
                                                           A Collective Investment Scheme in Property
Acucap Properties Limited                                  ("CISP") registered in terms of the Collective
(Incorporated in the Republic of South                     Investment Schemes Control Act, No. 45 of
Africa)                                                    2002 (“CISCA”) and managed by Sycom
(Registration number 2001/021725/06)                       Property Fund Managers Limited (“SPFM”)
Share code: ACP                                            (Registration number 1986/002756/06)
ISIN: ZAE000037651                                         Share code: SYC ISIN: ZAE000019303
(Approved as a REIT by the JSE)                            Sycom receipts: SYCR ISIN ZAE000189551
(“Acucap”)                                                 (Approved as a REIT by the JSE)
                                                           (“Sycom”)




FINALISATION ANNOUNCEMENT IN RESPECT OF THE ACUCAP RESTRUCTURE,
IMPLEMENTATION OF THE SYCOM OFFER AND UPDATE ON THE FOLLOW-ON OFFER


1. Finalisation announcement in respect of the Acucap Restructure

Holders of Acucap linked units (“Acucap Linked Unitholders” and “Acucap Linked Units”) are
referred to the announcement dated 27 March 2014, the subsequent announcements (the last of
which was dated 12 June 2014) (together the “Transaction Announcements”) and the circular
dated 31 March 2014, providing further information relating to Acucap’s proposal to replace its
current linked unit capital structure with a pure equity, share-only structure (“the Acucap
Restructure”).

The board of directors of Acucap is pleased to announce that all outstanding conditions
precedent to the Acucap Restructure have now been fulfilled and accordingly implementation of
the Acucap Restructure will proceed in accordance with the timelines set out in paragraph 4
below.


2. Implementation of the Sycom Offer

Holders of participatory interests (“Sycom Unitholders” and “Sycom Units”) and Acucap Linked
Unitholders are referred to the Transaction Announcements and the offer document posted to
Sycom Unitholders on 31 March 2014, in terms of which Acucap made a general offer to acquire
all Sycom units not already held by it or its subsidiary, SPFM, in consideration for Acucap
securities (“Sycom Offer”).

Following the fulfilment of all outstanding conditions precedent to the Acucap Restructure, the
board of directors of Acucap is pleased to announce that the Sycom Offer will be implemented in
accordance with the timelines set out in paragraph 4 below.

With effect from Monday, 7 July 2014, all Sycom Units held by Sycom Unitholders that accepted
the Offer (“Accepting Sycom Unitholders”) will be transferred into the name of Acucap and
Acucap will accordingly hold 73.7% of the Sycom Units in issue, meaning that the financial
results of Sycom will be consolidated into those of Acucap with effect Monday 7 July 2014.

On the same date (being 7 July 2014), Acucap will issue Accepting Sycom Unitholders with no
par value shares in Acucap, increasing Acucap’s total issued no par value shares to 229 794 314
no par value shares.


3. Update on the Follow-On Offer

Sycom Unitholders are referred to the announcement of 12 June 2014, in terms of which Acucap
made a general offer to those Sycom Unitholders that had not accepted the initial Sycom Offer
(referred to in paragraph 2 above) to acquire their Sycom Units on the same terms as the initial
Sycom Offer (“Follow-On Offer”).

The Follow-On Offer 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.

Following the fulfilment of the outstanding conditions precedent to the Acucap Restructure,
Sycom Unitholders are hereby advised that the following provisions will apply to all Sycom
Unitholders that have/intend to accept the Follow-On Offer:

Sycom Unitholders that accept the Follow-On Offer on/before 12pm on Friday, 27 June
2014:

Sycom Unitholders that accept the Follow-On Offer on/before 12:00 on Friday, 27 June 2014, 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”) on the Monday immediately following the date on which they
accepted the Offer (provided that they accepted the Follow-On Offer before 12:00 on the
preceding Friday). The salient dates and times as set out in paragraph 4 below will apply equally
to those Sycom Unitholders that accept the Follow-On Offer on/before 12:00 on Friday, 27 June
2014.

Sycom Unitholders that accept the Follow-On Offer after 12pm on Friday, 27 June 2014:

Any Sycom Unitholders that accept the Follow-On Offer after 12:00 on Friday, 27 June 2014, will
not be issued with Sycom Receipts but instead will be issued no par value shares in Acucap on
the Monday immediately following the date of acceptance of the Follow-On Offer, if accepted
on/before 12:00 on the preceding Friday. If Sycom Unitholders accept the Follow-On Offer after
12:00 on the preceding Friday, their Acucap no par value shares will be issued on the following
Monday.

Sycom Unitholders are referred to the announcement of 12 June 2014 for further information on
the Follow-On Offer.

4. Salient dates and times
                                                                                           2014


Acucap Restructure finalisation announcement published on                       Friday, 20 June
SENS

Acucap Restructure finalisation announcement published in                       Monday, 23 June
the Business Day

Last date to trade in Acucap linked units under the current                     Friday, 27 June
ISIN number ZAE000037651 at the close of trade on

Last date for Accepting Sycom Unitholders to trade in Sycom                     Friday, 27 June
Receipts under ISIN number ZAE000189551 at close of trade
on

At 9:00, the following no par value shares will be listed and                   Monday, 30 June
commence trading on the JSE Limited (“JSE”) under share
code ACP and new ISIN number ZAE000188660 –
    -   183 511 083 no par value shares issued pursuant to
        the Acucap Restructure; and
    -   46 283 231 no par value shares as consideration for
        the Sycom Offer and the Follow-On Offer

Suspension of the listing of Acucap linked units on the JSE                     Monday, 30 June
under the previous ISIN number ZAE000037651 from
commencement of trade on

Suspension of the listing of the Sycom Receipts on the JSE                      Monday, 30 June
under the Code SYCR and ISIN number ZAE000189551

Date on which Acucap linked unitholders must be recorded                        Friday, 4 July
on the Acucap register in order to receive the Acucap no par
value shares issued pursuant to the Acucap Restructure
(“Acucap Restructure Record Date”)

Date on which holders of Sycom Receipts must be recorded                        Friday, 4 July
on the register of Sycom Receipt holders in order to receive
the Acucap no par value shares issued as consideration for
the Sycom Offer and the Follow-On Offer (“Sycom Offer
Record Date”)

Expected date on which CSDP/broker accounts of registered                       Monday, 7 July
holders of Acucap Linked Units and Sycom Receipts on the
Acucap Restructure Record Date and Sycom Offer Record
Date respectively, will be credited with the no par value
shares and statements reflecting no par value shareholdings
will be posted to certificated security holders

Date on which the Sycom Units acquired by Acucap pursuant                       Monday, 7 July
to the Sycom Offer will be transferred into the name of
Acucap (“Effective Date”)

Expected date of termination of listing of Acucap linked units                  Monday, 7 July
and Sycom Receipts at the commencement of business on

Note: All times quoted in this announcement are local times in South Africa. Any changes will be
published on SENS.



Cape Town
20 June 2014

Corporate Advisor and Sponsor 
to Acucap and Sycom:

Questco (Pty) Ltd

Date: 20/06/2014 11:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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