ACUCAP PROPERTIES LIMITED - Acucap/Growthpoint -Finalisation ann in respect of offer by Growthpoint to acquire all of remaining shares in Acucap

Release Date: 12/03/2015 08:30
Code(s): ACP GRT
 
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Acucap/Growthpoint -Finalisation ann in respect of offer by Growthpoint to acquire all of remaining shares in Acucap

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”)


FINALISATION ANNOUNCEMENT IN RESPECT OF THE OFFER BY GROWTHPOINT TO
ACQUIRE, BY WAY OF A SCHEME OF ARRANGEMENT, ALL OF THE SHARES IN ACUCAP
THAT IT DOES NOT ALREADY OWN


1. INTRODUCTION

   1.1. Acucap and Growthpoint shareholders are referred to the firm intention announcement dated
        12 December 2014 and the circular issued to Acucap shareholders dated 15 January 2015
        (the “Circular”) regarding the offer by Growthpoint to acquire all of the shares in Acucap that
        it does not already own, by way of a scheme of arrangement (the “Scheme”) in terms of
        section 114 of the Companies Act, 2008.

   1.2. Acucap and Growthpoint shareholders were advised on 16 February 2015 that all of the
        resolutions required to give effect to the Scheme were passed by the requisite majority of
        votes and that, as at 16 February 2015, the only remaining conditions precedent to the
        Scheme were -

       1.2.1.the Competition Authorities having conditionally or unconditionally approved the
             transaction; and

       1.2.2.the issue of a compliance certificate, in relation to the Scheme, by the Takeover
             Regulation Panel.

   1.3. The boards of directors of Acucap and Growthpoint are pleased to announce that all
        outstanding conditions precedent to the Scheme, as set out in paragraphs 1.2.1 and 1.2.2
        above, have now been fulfilled and that the effective date of the Scheme will accordingly be
        1 April 2015. The implementation of the Scheme will proceed in accordance with the
        timelines set out in paragraph 4 below.



2. IMPLEMENTATION OF THE SCHEME

   2.1. With effect from 28 April 2015 (the “Implementation Date”) all Acucap shares held by Acucap
        shareholders will be transferred into the name of Growthpoint. Growthpoint will accordingly
        hold 100% of the issued shares in Acucap and, indirectly, 100% of the issued shares in
        Sycom Property Fund Managers Limited, the statutory fund manager of Sycom Property
        Fund (“Sycom”), and approximately 99% of the Sycom units in issue.

   2.2. On the Implementation Date, Acucap shareholders recorded in the Acucap share register on
        Friday, 24 April 2015 (the “Scheme Consideration Record Date”), will, as consideration for
        their Acucap shares disposed of to Growthpoint pursuant to the Scheme, receive 1.97
        Growthpoint shares for every Acucap share held (the “Scheme Consideration”).


3. SPECIAL DIVIDENDS

   3.1. As detailed in the Circular, Acucap and Growthpoint will, prior to the Implementation Date,
        each declare a special dividend for the respective periods of 1 October 2014 to 31 March
        2015 and 1 January 2015 to 31 March 2015 (the “Special Dividends”).

   3.2. Declaration announcements in respect of the Special Dividends will be disseminated on
        SENS in due course. The Special Dividends are expected to be paid to Acucap and
        Growthpoint shareholders, respectively, in accordance with the timelines set out in
        paragraph 4 below.



4. SALIENT DATES AND TIMES

   Important dates and times in relation to the implementation of the Scheme and the Special
   Dividends are set out below:

    Effective date of the Scheme                                                Wednesday, 1 April 2015

    Special Dividend declaration date                                           Wednesday, 1 April 2015

    Finalisation date in respect of the Special Dividends                       Friday, 10 April 2015

    Last day to trade in respect of the Special Dividends                       Friday, 17 April 2015

    Acucap and Growthpoint shares trade ex-dividend from                        Monday, 20 April 2015

    Record date for the Special Dividends                                       Friday, 24 April 2015

    Scheme Consideration Record Date                                            Friday, 24 April 2015

    Payment date of the Special Dividends                                       Tuesday, 28 April 2015

    Implementation Date of the Scheme                                           Tuesday, 28 April 2015

    Scheme Consideration to be received by                                      Tuesday, 28 April 2015
    Acucap shareholders

    Termination of listing of Acucap shares on the JSE                          Wednesday, 29 April 2015
    is to take place at the commencement of trade on or about



  Share certificates may not be dematerialised or rematerialised between Monday, 20 April 2015
  and Friday, 24 April 2015, both days inclusive.


12 March 2015


CORPORATE ADVISOR AND SPONSOR TO ACUCAP
QUESTCO

CORPORATE ADVISOR AND SPONSOR TO GROWTHPOINT
INVESTEC BANK LIMITED

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