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Firm intention announcement regarding the offer by Growthpoint to Acucap by way of a Scheme of Arrangement
Acucap Properties Limited Growthpoint Properties Limited
Approved as a REIT by the JSE Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06) (Registration number 1987/004988/06)
Share code: ACP ISIN: ZAE000188660 Share code: GRT ISIN ZAE000179420
(“Acucap”) (“Growthpoint”)
FIRM INTENTION ANNOUNCEMENT REGARDING THE OFFER BY GROWTHPOINT TO
ACQUIRE ALL THE SHARES IN ACUCAP THAT IT DOES NOT ALREADY OWN BY WAY OF A
SCHEME OF ARRANGEMENT AND OUTCOME OF FAIR AND REASONABLE ASSESSMENT AND
MEETING OF GROWTHPOINT SHAREHOLDERS
1. INTRODUCTION
1.1. On 12 November 2014 a joint terms announcement was released on SENS by Acucap and
Growthpoint (the “Joint Terms Announcement”) wherein it was disclosed that the boards of
each of Acucap and Growthpoint had reached an agreement (the “Implementation
Agreement”) regarding the terms and conditions of the proposed offer by Growthpoint to
acquire all of the shares in Acucap that it does not already own (“Acucap Shares”), by way of
a scheme of arrangement (the “Scheme”) under section 114 of the Companies Act, 2008
(“Companies Act”). The consideration will comprise a share exchange between Acucap
shareholders and Growthpoint, at an exchange ratio of 1.97 (one point nine seven)
Growthpoint shares (“Growthpoint Shares”) per Acucap Share held by Acucap shareholders
(other than Growthpoint) on the Scheme record date (“Scheme Consideration”).
1.2. The board of directors of Acucap and Growthpoint are pleased to announce that as of
Thursday, 11 December 2014 the following pre-conditions, as stipulated in the
Implementation Agreement and referred to in the Joint Terms Announcement, have been
fulfilled –
1.2.1.the independent expert, as appointed by the independent board of Acucap (the
“Independent Board”), being FirstRand Bank Limited, acting through RMB Corporate
Finance, has concluded, in an opinion presented to the Independent Board and to be
included in the circular that will be posted to Acucap shareholders on or about 15
January 2015 (“Scheme Circular”), that the terms of the Scheme, including the Scheme
Consideration, are fair and reasonable for Acucap shareholders (other than
Growthpoint); and
1.2.2.at a general meeting of Growthpoint shareholders, held on Thursday,
11 December 2014 (“Growthpoint General Meeting”), the results of which were
announced on SENS on 11 December 2014, Growthpoint obtained the requisite
shareholder approval placing sufficient Growthpoint Shares under the control of the
Growthpoint directors for the purpose of settling the Scheme Consideration and the pre-
acquisition agterskot referred to in the Joint Terms Announcement,
(collectively the “Pre-Conditions”).
1.3. In accordance with the Implementation Agreement and pursuant to the fulfilment of the Pre-
Conditions, Growthpoint is now deemed to have offered to acquire the Acucap Shares that it
does not already own via the Scheme, for the Scheme Consideration (the “Offer”), and
accordingly Acucap and Growthpoint shareholders are advised that this announcement
constitutes a firm intention announcement in terms of Regulation 101 of the Companies Act
Regulations (a “Firm Intention Announcement”).
2. MECHANICS OF THE OFFER
2.1. The Offer constitutes an “affected transaction” as defined in section 117(1)(c) of the
Companies Act, and is accordingly regulated by the Companies Act and the Companies
Regulations.
2.2. The Offer will be implemented by way of the Scheme and is to be proposed by the board of
directors of Acucap between Acucap and the offeree shareholders (other than Growthpoint).
2.3. The Scheme will be subject to certain conditions precedent (the “Scheme Conditions”) as set
out in paragraph 5.
2.4. Acucap only has ordinary shares in issue and thus no other class of security of Acucap is
offered by the Scheme (in terms of regulation 101(7)(b)(ii) of the Companies Regulations).
3. OFFER TERMS
The Offer is made on the basis that –
3.1. should the Scheme become effective, Growthpoint will acquire all Acucap Shares not already
held by Growthpoint, being 157,526,817 Acucap Shares as at the date of this Firm Intention
Announcement (“Scheme Shares”);
3.2. the acquisition of the Acucap Shares pursuant to the Scheme will become effective on the
first calendar day of the calendar month immediately following the calendar month in which
the last of the Scheme Conditions is fulfilled (or, if applicable, waived) (the “Effective Date”);
3.3. the Scheme Shares will be acquired by Growthpoint with the entitlement to all economic risk
and benefit attaching thereto, from the Effective Date;
3.4. The Scheme Consideration equates to approximately:
3.4.1.R45.66 per Acucap Share, calculated based on the 30 day clean volume weighted
average price (“VWAP”) of Growthpoint Shares on the JSE Limited (“JSE”) on 8 April
2014, being the day preceding Growthpoint’s initial acquisition of 34.9% and 31.5% of
Acucap and Sycom respectively, representing a premium of 19.7% of the Acucap
VWAP over the same period; and
3.4.2.R49.17 per Acucap Share, calculated based on the VWAP of Growthpoint Shares on
the JSE on 11 November 2014, being the date immediately preceding the date of the
publication of the Joint Terms Announcement, representing a premium of 8% of the
Acucap VWAP over the same period
3.5. the Scheme Consideration will entitle holders of the Scheme Shares to all economic risk and
benefit attaching to the Scheme Consideration, from the Effective Date;
3.6. the implementation date of the Scheme will be determined with reference to the Effective
Date. Should the Effective Date be on or before 1 March 2015, the implementation date will
be 30 March 2015. Should the Effective Date be on or after 1 April 2015, the implementation
date will be the first Monday (or closest business day thereto) following the last Friday of the
month in which the Effective Date falls (collectively “Implementation Date”). Given that the
filing with the Competition Authorities occurred during the week beginning 8 December 2014,
the Effective Date (if the approval of the Competition Authorities is obtained) is expected to
be on or after 1 April 2015 and consequently, in accordance with the Implementation
Agreement, the implementation date will be the first Monday (or closest business day
thereto) following the last Friday of the month in which the Effective Date falls;
3.7. on the Implementation Date, Acucap shareholders (other than Growthpoint) holding Acucap
Shares on the Implementation Date record date will receive the Scheme Consideration of
1.97 (one point nine seven) Growthpoint Shares for every 1 (one) Acucap Share held on the
Implementation Date record date, rounded to the nearest whole number and credited as fully
paid, which based on the number of Acucap Shares in issue as at the date of this
announcement will amount in aggregate to 310,327,829 Growthpoint Shares (to be issued
on a pari passu basis with all Growthpoint Shares currently in issue and listed on the main
board of the JSE under share code GRT);
3.8. there will be no cash alternative;
3.9. pursuant to the implementation of the Scheme, Acucap will become a wholly-owned
subsidiary of Growthpoint, its listing on the JSE will be terminated and Growthpoint will
indirectly own 100% of the shares in Sycom Property Fund Managers Limited, the statutory
fund manager of Sycom and, directly or indirectly, approximately 99% of the participatory
interests in Sycom (“Sycom Units”);
3.10. Acucap’s interim dividend for the interim period ended 30 September 2014 has been
declared and subsequently paid on 8 December 2014. Growthpoint will declare its interim
period dividend for the interim financial period ending 31 December 2014 on or about 30
March 2015;
3.11. should the Effective Date fall on or before 1 March 2015:
3.11.1. Acucap will declare a special dividend for the period commencing on 1 October 2014
and ending on the last day of the calendar month immediately preceding the Effective
Date. The special dividend will become payable on the Implementation Date to
Acucap shareholders recorded in the securities register of Acucap on the
Implementation Date record date; and
3.11.2. Growthpoint will declare a special dividend for the period commencing on 1 January
2015 and ending on the last day of the calendar month immediately preceding the
Effective Date. The special dividend will become payable on the Implementation Date
to Growthpoint shareholders recorded in the securities register of Growthpoint on the
Implementation Date record date; or
3.12. should the Effective Date fall on or after 1 April 2015:
3.13. Acucap will declare its dividend for the 6 month period ended 31 March 2015 which will be
payable on the earlier of the Implementation Date or Monday, 29 June 2015;
3.14. Acucap will declare a special dividend for the period commencing on 1 April 2015 and
ending on the last day of the calendar month immediately preceding the Effective Date,
which will become payable on the Implementation Date to Acucap shareholders recorded in
the securities register of Acucap on the Implementation Date record date; and
3.15. Growthpoint will declare a special dividend for the period commencing on 1 January 2015
and ending on the last day of the calendar month immediately preceding the Effective Date.
The special dividend will become payable on the Implementation Date to Growthpoint
shareholders recorded in the securities register of Growthpoint on the Implementation Date
record date.
4. PRE-ACQUISITION AGTERSKOT
The pre-acquisition agterskot will be issued to the pre-acquisition vendors calculated as the
difference between the original pre-acquisition consideration paid and the Scheme Consideration,
as detailed in the Joint Terms Announcement.
5. CONDITIONS PRECEDENT TO THE SCHEME
The Scheme is subject to the fulfilment (or, where applicable, waiver) of the following Scheme
Conditions on or before 30 June 2015 (or such later date as agreed in writing between the
Parties) –
5.1. the approval of the Scheme by the requisite majority of Acucap shareholders, as
contemplated in section 115(2)(a) of the Companies Act, and, to the extent required, by a
High Court in terms of section 115(2)(c) of the Companies Act;
5.2. following the approval of the Scheme by Acucap shareholders, appraisal rights representing,
in aggregate, not more than 5% of all Scheme Shares eligible to vote at the general meeting
to approve the Scheme ("Scheme Meeting") are exercised pursuant to section 164 of the
Companies Act within the prescribed time periods contemplated therein provided that
Growthpoint may in its sole discretion waive this condition; and
5.3. the requisite approval of the JSE, the Takeover Regulation Panel, the Competition Tribunal
and any other relevant regulatory authorities (either unconditionally or in the case of the
Competition Tribunal in relation to retail assets, subject to conditions acceptable to
Growthpoint in its sole discretion) be obtained.
6. PRO-FORMA FINANCIAL EFFECTS OF THE SCHEME
6.1. Acucap shareholders are referred to the table below setting out the pro-forma financial
information and the effects of the Scheme on an Acucap shareholder.
6.2. Acucap and Growthpoint shareholders are also referred to the announcement released on
SENS on 26 November 2014 wherein the pro-forma financial information and effects of the
Scheme on Acucap and Growthpoint shareholders were disclosed.
6.3. The pro-forma financial effects on an Acucap shareholder have been prepared based on:
i) a rolling pro-forma statement of comprehensive income of Acucap for the 12 month
period ended 30 September 2014; and
ii) the unaudited, interim statement of financial position of Acucap as at 30 September 2014.
Before the After the Change
Scheme Scheme
(%)
(cents) (cents)
(pro-forma)
Basic earnings per share
543.87 552.56 1.60
^
Diluted earnings per share
543.87 549.61 1.05
Basic headline earnings per share
308.59 309.84 0.40
^
Diluted headlines earnings per share
308.59 308.18 (0.13)
Net asset value per share
4,430.61 4,432.47 0.04
Net tangible asset value per share
4,358.84 4,341.68 (0.39)
*
Weighted average number of shares in issue (‘000) #
232,581 2,472,357
*^
Diluted weighted number of shares in issue (‘000) #
232,581 2,485,655
*
Number of shares in issue (‘000) #
232,581 2,569,872
*
Acucap currently has 241,002,184 shares in issue and of these shares in issue, 8,420,994 shares (“BEE Shares”) relate to
shares issued to the Thesele Group Proprietary Limited (“BEE Partner”). The BEE Shares issued to the BEE Partner are
subject to a lock in period and are therefore not currently disposable by the BEE Partner. This restriction placed on the BEE
Shares along with the fact that Acucap stands as surety to the financier of the BEE transaction results in the BEE Shares
being treated as unissued shares for accounting purposes. In terms of the Scheme the BEE Partner will participate equally in
the Scheme Consideration.
^There are no instruments that are currently in issue that would create a dilution in the number of Acucap Shares in issue.
Growthpoint has instruments in issue relating to the allocation of Growthpoint Shares which have not yet vested to
Growthpoint employees in terms of the Growthpoint share schemes that create a dilution in the number of Growthpoint Shares
in issue post the implementation of the Scheme.
#
The weighted average number of shares in issue, the diluted weighted number of shares in issue and the number of shares
in issue are representative of the issued share capital of Growthpoint post the implementation of the Scheme.
Notes to the pro-forma financial effects:
1. The “Before the Scheme” column reflects the pro-forma earnings and headline earnings
per Acucap Share for the twelve month rolling period from 1 October 2013 to
30 September 2014, adjusted for the conversion of Acucap’s capital structure from Acucap
linked units to Acucap Shares and the acquisitions by Acucap of its Sycom Units (83.40%),
which corporate events were assumed to be effective on 1 October 2013.
2. The “Before the Scheme” column reflects the net asset value and tangible net asset value
per Acucap Share based on the published unaudited, interim statement of financial
position of Acucap at 30 September 2014.
3. For the purposes of calculating earnings and headline earnings per Acucap Share and net
asset value and net tangible asset value per Acucap Share, after implementation of the
Scheme, it was assumed that:
i) the Scheme became effective on 1 July 2013 for the purpose of basic and diluted
earnings per share and basic and diluted headline earnings per share, and on 30
June 2014 for the purpose of net asset value and net tangible asset value per share;
ii) Acucap’s pro-forma statement of comprehensive income for the twelve month rolling
period to 30 September 2014, adjusted as detailed above, has been consolidated by
Growthpoint into Growthpoint’s audited statement of comprehensive income for the
year ended 30 June 2014;
iii) the Scheme Consideration is received on the assumed effective date of the Scheme,
being 1 July 2013 for the purpose of basic and diluted earnings per share and basic
and diluted headline earnings per share, and on 30 June 2014 in respect of the net
asset value per share and net tangible asset value per share; and
iv) the pro-forma financial effects of Growthpoint subsequent to the implementation of
the Scheme were multiplied by the exchange ratio of 1.97 in order to determine the
per Acucap Share effects of the Scheme from an Acucap shareholder perspective.
7. SHAREHOLDINGS IN ACUCAP AND IRREVOCABLE UNDERTAKINGS
7.1. Currently Growthpoint holds 83,475,367 Acucap Shares, which constitutes 34.6% of
Acucap’s issued share capital.
7.2. Save for implementation of the Scheme, Growthpoint confirms that it holds no option or any
other exercisable right to acquire additional Acucap Shares.
7.3. Growthpoint confirms that it is the ultimate prospective purchaser of the Scheme Shares and
is acting alone and not in concert with any party and has sufficient securities available to allot
and issue Growthpoint Shares pursuant to the Scheme.
7.4. Growthpoint has received irrevocable undertakings from certain Acucap directors to vote the
stated number of Acucap Shares in favour of all resolutions to be proposed at the Scheme
Meeting, held by them as at the date of the Scheme Meeting (being 6 796 410 Acucap
Shares which represents approximately 2.82% of Acucap Shares currently in issue).
8. ACUCAP’S SUSPENSION AND TERMINATION OF LISTING
Application will be made to the JSE, in accordance with section 1.16 of the JSE Listings
Requirements, subject to the Scheme becoming unconditional in accordance with its terms, for
the suspension and termination of the listing on the JSE of the Acucap Shares.
9. FURTHER DOCUMENTATION AND SALIENT DATES
9.1. Further details of the Scheme will be included in the Scheme Circular that will be posted to
Acucap shareholders and made available on the Acucap website in due course. The
Scheme Circular will also contain, inter alia, a notice of the Scheme Meeting, a form of proxy
and a form of surrender and transfer.
9.2. The acquisition of the Acucap Shares pursuant to the Scheme will become effective on the
Effective Date which is the first calendar day of the calendar month immediately following
the calendar month during which the last of the Scheme Conditions is fulfilled (or, if
applicable waived) (the “Fulfilment Date”).
9.3. The final salient dates in relation to the Scheme will be included in the Scheme Circular to
be posted to Acucap shareholders in due course and announced on SENS. However,
Acucap and Growthpoint have agreed upon the following indicative timeline, which is based
on the assumption that approval of the Competition Authorities is received by no later than
Friday, 27 March 2015:
Posting of Scheme Document on or about Thursday, 15 January 2015
Scheme Meeting on or about Monday, 16 February 2015
Fulfilment Date Friday, 27 March 2015
Effective Date Wednesday, 1 April 2015
Scheme Consideration record date Friday, 24 April 2015
Scheme Consideration pay date Tuesday, 28 April 2015
Delisting of Acucap from the JSE Wednesday, 29 April 2015
10. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained in this announcement
which relates to Acucap in connection with the Scheme and confirms that, to the best of its
knowledge and belief, such information is true and the announcement does not omit anything
likely to affect the importance of such information.
11. GROWTHPOINT BOARD RESPONSIBILITY STATEMENT
The board of directors of Growthpoint accepts responsibility for the information contained in this
announcement which relates to Growthpoint in connection with the Scheme and confirms that, to
the best of its knowledge and belief, such information is true and the announcement does not omit
anything likely to affect the importance of such information.
Sandton
12 December 2014
CORPORATE ADVISOR AND SPONSOR TO ACUCAP
QUESTCO
LEGAL ADVISOR TO ACUCAP
CLIFFE DEKKER HOFMEYR
COMPETITION LAW ADVISOR TO ACUCAP
BAKER & MCKENZIE
INDEPENDENT EXPERT TO THE ACUCAP INDEPENDENT BOARD
RMB
CORPORATE ADVISOR AND SPONSOR TO GROWTHPOINT
INVESTEC
LEGAL AND COMPETITION LAW ADVISOR TO GROWTHPOINT
GLYN MARAIS INC
REPORTING ACCOUNTANT TO ACUCAP AND GROWTHPOINT
KPMG INC
Date: 12/12/2014 11:13:00 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
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