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
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
1.1. 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
1.2.2.the issue of a compliance certificate, in relation to the Scheme, by the Takeover
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
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
CORPORATE ADVISOR AND SPONSOR TO GROWTHPOINT
INVESTEC BANK LIMITED
Date: 12/03/2015 08:30:00 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.
Email this JSE Sens Item to a Friend.