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ACUCAP PROPERTIES LIMITED - Acucap Prop Ltd \Sycom Prop Fund - Update on the Follow-On Offer

Release Date: 25/07/2014 16:41
Code(s): ACP SYC     PDF:  
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Acucap Prop Ltd \Sycom Prop Fund -  Update on the Follow-On Offer

                                                                   Sycom Property Fund
          Acucap Properties Limited                     A Collective Investment Scheme in Property
   Incorporated in the Republic of South Africa              registered in terms of the Collective
      Registration number 2001/021725/06                 Investment Schemes Control Act, No. 45 of
                Share code: ACP                         2002 and managed by Sycom Property Fund
             ISIN: ZAE0000189551                                 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”)

UPDATE ON THE FOLLOW-ON OFFER


1. Introduction

Holders of shares in Acucap (“Acucap Shareholders” and “Acucap Shares”) and holders of participatory
interest in Sycom (“Sycom Unitholders” and “Sycom Units”) are referred to the announcements dated
12 June 2014 and 20 June 2014 in terms of which Acucap announced that it had made a subsequent
offer (“the Follow-On Offer”) to acquire all remaining Sycom Units that it did not already own.

The terms of the Follow-On Offer are identical to the terms of the offer made by Acucap in March 2014
(“the Initial Offer”). Sycom Unitholders that accept the Follow-On Offer will therefore receive 58 Acucap
Shares for every 100 Sycom Units tendered into the Follow-On Offer (“Follow-On Offer Consideration”).

As further explained in the announcements of 12 June 2014 and 20 June 2014, payment of the Follow-
On Offer Consideration will occur on a weekly basis. Sycom Unitholders that accept the Follow-On Offer
on/before 12h00 on Friday, will therefore receive the Follow-On Offer Consideration on the immediately
following Monday. Where acceptances are received after 12h00 on Friday, they will be treated as having
been received the following Monday and accordingly will qualify for payment on the Monday thereafter.
The results of the Follow-On Offer to date are included in the table below:


 Acucap’s holding in Sycom immediately following the Initial Offer                        73.3%

 Sycom Units acquired by Acucap to date, in terms of the Follow-On Offer                   9.5%

 Acucap’s holding in Sycom after taking into account the Follow-On Offer                   82.8%
 acceptances received on 25 July 2014


Following the issue of the Follow-On Offer Consideration due on Monday, 28 July 2014 (payable to
Sycom Unitholders that accepted the Follow-On Offer after 12h00 on Friday, 18 July 2014), Acucap’s
total shares in issue (and listed) will increase to 240 365 557 shares.

The Follow-On Offer remains open for acceptances until the earlier of 30 September 2014 and a date
to be announced by Acucap.

2. Action required in order to accept the Follow-On Offer:

Dematerialised Sycom Unitholders

Dematerialised Sycom Unitholders should contact their CSDP or broker to accept the Follow-On Offer.

Certificated Sycom Unitholders

Certificated Sycom Unitholders that wish to accept the Follow-On Offer must return the form of
acceptance, surrender and transfer (as contained in the Initial Offer document available on the Sycom
website www.sycom.co.za), together with their Sycom Unit certificate/s, to Computershare Investor
Services (Pty) Ltd, Ground Floor, 70 Marshall Street, Johannesburg or PO Box 61763, Marshalltown,
2107 as soon as possible.

Additional forms of acceptance, surrender and transfer can  be obtained by emailing
sycom@questco.co.za or contacting Questco on +27 11 011 9200.


3. Directors’ acceptance of the Follow-On Offer

In compliance with paragraph 3.63 to 3.66 of the JSE Listings Requirements, the following information
is disclosed in respect of the acceptance of the Follow-On Offer by the following directors and by an
associate of the company secretary:

 Name of director:                        PA Theodosiou                   FM Berkeley

 Company:                                 Acucap and SPFM                 Acucap and SPFM

 Type of director:                        Executive director              Non-executive director

 Nature of transaction:                   Off-market disposal of          Off-market disposal of
                                          Sycom Units (through            Sycom Units (through
                                          acceptance of the Follow-On     acceptance of the Follow-On
                                          Offer) and concurrent off-      Offer) and concurrent off-
                                          market acquisition of Acucap    market acquisition of Acucap
                                          Shares (as consideration        Shares (as consideration
                                          therefor)                       therefor)

 Number and class of securities           226 570 Sycom Units             227 772 Sycom Units
 disposed of in terms of the Follow-On
 Offer:

 Number and class of securities           131 410 Acucap Shares           132 108 Acucap Shares
 acquired as consideration:

 Date of acceptance of the Follow-On      24 June 2014                    10 July 2014
 Offer:

 Date of receipt of the Follow-On Offer   7 July 2014                     14 July 2014
 Consideration:

 Price:                                   R45.34 (note 1)                 R47.96 (note 2)

 Total value:                             R5 958 129.40                   R6 335 899.68

 Nature of interest:                      Direct beneficial               Direct beneficial

 Clearance to deal provided:              Yes                             Yes
 




 Name of associate:                                     R Steyn
                                                        (The spouse of HHO Steyn, who is the Company Secretary
                                                        of both Acucap and SPFM)

 Nature of transaction:                                 Off-market disposal of Sycom Units (through acceptance of
                                                        the Follow-On Offer) and concurrent off-market acquisition of
                                                        Acucap Shares (as consideration therefor)

 Number and class of securities disposed                16 000 Sycom Units
 of in terms of the Follow-On Offer:

 Number and class of securities acquired                9 280 Acucap Shares
 as consideration:

 Date of acceptance of the Follow-On                    27 June 2014
 Offer:

 Date of receipt of the Follow-On Offer                 7 July 2014
 Consideration:

 Price:                                                 R45.34 (note 3)

 Total value:                                           R420 755.20

Notes:
    1.    Calculated as the closing Sycom Unit price on Thursday, 3 July 2014 (being the day immediately before the Follow-On
          Offer closed for that week) of R26.30 divided by the exchange ratio of 58 Acucap Shares per every 100 Sycom Units
          held.
    2.    Calculated as the closing Sycom Unit price on Thursday, 10 July 2014 (being the day immediately before the Follow-
          On Offer closed for that week) of R27.82 divided by the exchange ratio of 58 Acucap Shares per every 100 Sycom
          Units held.
    3.    Calculated as the closing Sycom Unit price on Thursday, 3 July 2014 (being the day immediately before the Follow-
          On Offer closed for that week) of R26.30 divided by the exchange ratio of 58 Acucap Shares per every 100 Sycom
          Units held.




Cape Town
25 July 2014


Corporate Advisor and Sponsor
to Acucap and Sycom

Questco (Pty) Ltd

Date: 25/07/2014 04:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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