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Posting of circular, salient dates and times of mandatory and comparable offers to the linked unitholders of Synergy
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE NSX share code: VKN
ISIN: ZAE000056370
(Granted REIT status with the JSE)
(“Vukile” or “the company”)
POSTING OF CIRCULAR, SALIENT DATES AND TIMES OF MANDATORY AND COMPARABLE OFFERS
TO THE LINKED UNITHOLDERS OF SYNERGY INCOME FUND LIMITED
1. INTRODUCTION
Linked unitholders of Synergy Income Fund Limited (“Synergy”) are referred to the announcement released on
SENS on 5 November 2014 wherein Synergy linked unitholders were advised that in consequence of Vukile being in
a position to exercise at least 35% of the voting rights of securities issued by Synergy, Vukile is obliged to:
1.1. make a mandatory offer to acquire the remaining Synergy B linked units pursuant to Vukile’s obligations in
terms section 123 of the Companies Act, 71 of 2008 (“the Act”); and
1.2. make a comparable offer to holders of Synergy “A” linked units pursuant to Vukile’s obligations in terms of
section 125 of the Act as read together with Regulation 87 of the Act’s Regulations,
(collectively the “offers”).
An offer circular (“the circular”) has been posted to Synergy linked unitholders. Copies of the circular may be
obtained from the offices of Vukile (One-on-Ninth, cnr Glenhove Road and Ninth Street, Melrose Estate, 2196) and
Synergy’s transfer secretaries (Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall
Street, Johannesburg, 2001) from 5 December 2014 until the date the offers close. The circular is also available on
Vukile’s website (www.vukile.co.za).
2. TERMS OF THE MANDATORY OFFER
Vukile has extended a mandatory offer (the “mandatory offer”) to acquire all of the Synergy B linked units not
already owned by Vukile for an offer consideration of 1 Vukile linked unit for every 2.67 Synergy B linked units
disposed of in terms of the mandatory offer.
3. TERMS OF THE COMPARABLE OFFER
Vukile has extended a comparable offer (the “comparable offer”) to acquire all of the Synergy A linked units for an
offer consideration of 1 Vukile linked unit for every 1.65 Synergy A linked units disposed of in terms of the
comparable offer.
4. OPINIONS AND RECOMMENDATIONS OF THE VUKILE BOARD
The Vukile board of directors is of the view that both the mandatory and comparable offer are fair, reasonable,
equitable and comparable for the reasons set out in the circular. The Vukile board of directors accordingly
recommends acceptance of the mandatory and comparable offers by Synergy linked unitholders.
5. SALIENT DATES AND TIMES
Date
Firm intention announcement published on SENS Wednesday, 5 November 2014
Record date in order to receive the circular Friday, 28 November 2014
Circular posted to Synergy linked unitholders Friday, 5 December 2014
Mandatory offer and comparable offer open (09:00) Monday, 8 December 2014
Anticipated date for receipt of approval of Competition
Authorities (the offers become wholly unconditional) (see note 4) Friday, 12 December 2014
Anticipated date Synergy offeree response circular posted to
Synergy linked unitholders Thursday, 8 January 2015
Finalisation date announcement (including the timetable in The first business day after the offers become
respect of the offers and the closing date) published on SENS wholly unconditional and at least ten business
days prior to the closing date
Finalisation date announcement published in the press The second business day after the offers become
wholly unconditional
Last day to trade in Synergy B linked units in order to
participate in the mandatory offer Five business days prior to the closing date
Last day to trade in Synergy A linked units in order to
participate in the comparable offer Five business days prior to the closing date
Synergy B linked units trade “ex” the mandatory offer Four business days prior to the closing date
Synergy A linked units trade “ex” the comparable offer Four business days prior to the closing date
Record date to determine which Synergy B linked unitholders The closing date and the record date to be
may accept the mandatory offer announced on SENS and published in the press
Record date to determine which Synergy A linked unitholders The closing date and the record date to be
may accept the comparable offer announced on SENS and published in the press
Mandatory offer closes at 12:00 on The closing date and the record date to be
announced on SENS and published in the press
Comparable offer closes at 12:00 on The closing date and the record date to be
announced on SENS and published in the press
Results of mandatory offer and comparable offer to be
announced on SENS Within one business day after the closing date
Results of mandatory offer and comparable offer to be
published in the press Within two business days of the closing date
Mandatory offer consideration credited to dematerialised
mandatory offer participants’ account at his CSDP or broker as The first business day after the closing date
per notes 8 and 9 below with last payment on See notes 8 and 9 below
Comparable offer consideration credited to dematerialised
comparable offer participants’ account at his CSDP or broker The first business day after the closing date
as per notes 8 and 9 below with last payment on See notes 8 and 9 below
Mandatory offer consideration posted to certificated
mandatory offer participants (subject to receipt by Synergy’s
transfer secretaries of documents of title on or prior to 12:00
on the closing date and a duly completed form of acceptance
surrender and transfer) as per notes 8 and 9 below with last The first business day after the closing date
payment on See notes 8 and 9 below
Comparable offer consideration posted to certificated
comparable offer participants (subject to receipt by Synergy’s
transfer secretaries of documents of title on or prior to 12:00
on the closing date and a duly completed form of acceptance
surrender and transfer) as per notes 8 and 9 below with last The first business day after the closing date
payment on See notes 8 and 9 below
Notes:
1. Certificated Synergy B linked unitholders are required to complete and return the form of acceptance, surrender
and transfer attached to the circular in accordance with the instructions contained therein to be received by
Synergy’s transfer secretaries by no later than 12:00 on the closing date.
2. Certificated Synergy A linked holders are required to complete and return the form of acceptance, surrender and
transfer attached to the circular in accordance with the instructions contained therein to be received by Synergy’s
transfer secretaries by no later than 12:00 on the closing date.
3. Any change to the above dates and times will be agreed upon by Vukile and the Takeover Regulations Panel and
advised to Synergy linked unitholders by release on SENS and, if required, publication in the South African press.
All times indicated above are South African times.
4. This date is dependent upon Vukile receiving approval of the Competition Authorities and is subject to change.
Any change to the above date will be advised to Synergy linked unitholders by release on SENS and, if required,
publication in the South African press. On 2 December 2014 the Competition Commission furnished its
recommendation to the Competition Tribunal that the Competition Tribunal approves the application on an
unconditional basis.
5. No dematerialisation or rematerialisation of Synergy linked units will take place between the last day to trade and
the record date, both days inclusive.
6. Synergy linked unitholders should note that acceptance of the mandatory offer and/or the comparable offer will,
subject to paragraphs 3.7.2 and 5.7.2 of the circular respectively, be irrevocable.
7. The Synergy linked units that will be acquired from mandatory offer participants and/or comparable offer
participants will be acquired cum any distribution on the Synergy linked units in respect of which the record date
for participation in such distribution occurs on or after the opening date, which includes the interim distribution to
Synergy linked unitholders for the period 1 July 2014 to 31 December 2014.
8. In the event that the fulfilment of the condition precedent is unduly delayed, the above dates and times relating to
the crediting and posting of the mandatory offer consideration and the comparable offer consideration will be
amended. Such amended dates and times will be announced on SENS and in the press.
9. The mandatory offer consideration and the comparable offer consideration will be settled by way of the allotment
and issue of the mandatory offer consideration units and/or comparable offer consideration units, as the case may
be, within 6 business days once the mandatory offer and the comparable offer are declared wholly unconditional.
5 December 2014
JSE sponsor, corporate advisor and legal advisor NSX sponsor
Java Capital IJG Securities (Pty) Ltd
Date: 05/12/2014 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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