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Posting of circulars, notices of scheme meetings, salient dates and times and updated financial effects
ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/026141/06)
JSE share code: AIA ISIN: ZAE000161881
JSE share code: AIB ISIN: ZAE000161899
(Approved as a REIT by the JSE)
(“Ascension” or “the company”)
POSTING OF CIRCULARS, NOTICES OF SCHEME MEETINGS, SALIENT DATES AND TIMES AND UPDATED FINANCIAL EFFECTS
1. Introduction
Linked unitholders are referred to the joint firm intention announcement released on SENS on Tuesday, 24 February 2015
and published in the press on Wednesday, 25 February 2015 regarding the firm intention of Rebosis Property Fund Limited
(“Rebosis”) to make an offer to acquire the entire B linked unit capital of Ascension that Rebosis does not already own
(the “B offer”) and to make a comparable offer to acquire the entire A linked unit capital of Ascension that Rebosis does
not already own (the “A offer”) by way of -
- a scheme of arrangement (“B scheme”) in terms of section 114 of the Companies Act, 71 of 2008 (the
“Companies Act”), to be proposed by the board of directors of Ascension (“Ascension board”) between
Ascension and the holders of Ascension B linked units (“Ascension B linked unitholders”); and
- a scheme of arrangement (“A scheme”) in terms of section 114 of the Companies Act, to be proposed by the
Ascension board between Ascension and the holders of Ascension A linked units (“Ascension A linked
unitholders”).
Linked unitholders are advised that Ascension has on Wednesday, 22 April 2015 posted:
- a circular to Ascension B linked unitholders (the “Ascension B scheme circular”) relating to:
- the B scheme, in terms of which, if implemented, Rebosis will acquire the entire issued B linked unit capital
of Ascension that Rebosis does not already own in exchange for the B unit scheme consideration, being
23.549 new Rebosis ordinary consideration shares for every 100 Ascension B linked units held; and
- the subsequent delisting of Ascension B linked units from the JSE;
- a circular to Ascension A linked unitholders (the “Ascension A scheme circular”) relating to:
- the A scheme, in terms of which, if implemented, Rebosis will acquire the entire issued A linked unit capital
of Ascension that Rebosis does not already own in exchange for the A unit scheme consideration, being
19.34236 Rebosis A ordinary consideration shares for every 100 Ascension A linked units held, which A
scheme constitutes a comparable offer by Rebosis to the Ascension A linked unitholders in terms of section
125(2)(b) of the Companies Act pursuant to the proposal of the B scheme; and
- the subsequent delisting of Ascension A linked units from the JSE;
The Ascension A scheme circular contains a notice convening an A debenture scheme meeting to be held at 10:00 on
Friday, 22 May 2015, and a notice convening an A share scheme meeting to be held at 10:30 on Friday, 22 May 2015, at
the registered office of Ascension at 25th Floor, 9 Riebeeck Street, Cape Town, 8001 for the purpose of considering and, if
deemed fit, passing with or without modification, the resolutions required to approve the A scheme.
The Ascension B scheme circular contains a notice convening a B debenture scheme meeting to be held at 11:00 on Friday,
22 May 2015, and a notice convening a B share scheme meeting to be held at 11:30 on Friday, 22 May 2015, at the
registered office of Ascension at 25th Floor, 9 Riebeeck Street, Cape Town, 8001 for the purpose of considering and, if
deemed fit, passing with or without modification, the resolutions required to approve the B scheme.
The Ascension A scheme circular and the Ascension B scheme circular (collectively the “circulars”) are also available in
electronic format on Ascension’s website at www.ascensionproperties.co.za.
In addition, Ascension linked unitholders are advised that Rebosis has on Wednesday, 22 April 2015 posted a circular to
Rebosis linked unitholders (the “Rebosis circular”) relating to:
- the B offer by Rebosis to acquire the entire issued B linked unit capital of Ascension that Rebosis does not already
own, by way of a scheme of arrangement, in exchange for Rebosis ordinary consideration shares;
- the A offer by Rebosis to acquire the entire issued A linked unit capital of Ascension that Rebosis does not already
own, by way of a scheme of arrangement, in exchange for the Rebosis A ordinary consideration shares, which
scheme of arrangement constitutes a comparable offer by Rebosis to the Ascension A linked unitholders in terms of
section 125(2)(b) of the Companies Act pursuant to the proposal of the B scheme;
- authorisation for the Rebosis board to allot and issue and procure the listing of the authorised but unissued
- Rebosis ordinary consideration shares required to settle the consideration for the B linked units of Ascension
that Rebosis does not already own; and
- Rebosis A ordinary consideration shares required to settle the consideration for the A linked units of
Ascension that Rebosis does not already own; and
- the amendment of the Billion asset management agreement.
The Rebosis circular contains a notice convening a general meeting of Rebosis shareholders to be held at 10:00 on Friday,
22 May 2015 at the registered office of Rebosis at 3rd Floor, Palazzo Towers West, Montecasino Boulevard, Fourways,
2191 for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions required to
approve the B offer, the A offer and the amendment of the Billion asset management agreement.
The Rebosis circular is also available in electronic format on Rebosis’ website at www.rebosis.co.za.
2. Salient dates and times
The salient dates and times relating to the A scheme and the B scheme are set out below.
2015
Record date to receive the circulars Friday, 17 April
Circulars posted on Wednesday, 22 April
Announcement relating to the issue of the circulars (together with the notices of the A share
scheme meeting, the A debenture scheme meeting, the B share scheme meeting and the B
debenture scheme meeting (the “meetings”) released on SENS on Wednesday, 22 April
Announcement relating to the issue of the circular (together with the notices of the meetings)
published in the press on Thursday, 23 April
Last day to trade in order to be eligible to vote at the meetings Friday, 8 May
Record date in order to vote at the meetings Friday, 15 May
Receipt of forms of proxy in respect of the A debenture scheme meeting by 10:00 on Wednesday, 20 May
Receipt of forms of proxy in respect of the A share scheme meeting by 10:30 on Wednesday, 20 May
Receipt of forms of proxy in respect of the B debenture scheme meeting by 11:00 on Wednesday, 20 May
Receipt of forms of proxy in respect of the B share scheme meeting by 11:30 on Wednesday, 20 May
The A debenture scheme meeting at 10:00 on Friday, 22 May
Last day for Ascension A shareholders to give notice of their objections to the special
resolution approving the A scheme in terms of section 164(3) of the Companies Act by no
later than 10:30 on Friday, 22 May
The A share scheme meeting at the later of 10:30 or 10 minutes after the completion of the A
debenture scheme meeting on Friday, 22 May
The B debenture scheme meeting at 11:00 on Friday, 22 May
Last day for Ascension B shareholders to give notice of their objections to the special
resolution approving the B scheme in terms of section 164(3) of the Companies Act by no
later than 11:30 on Friday, 22 May
The B share scheme meeting at the later of 11:30 or 10 minutes after the completion of the B
debenture scheme meeting on Friday, 22 May
Results of the meetings released on SENS on Friday, 22 May
Results of the meetings published in the press on Monday, 25 May
Last date on which Ascension A shareholders and/or Ascension A debenture holders who
voted against the A scheme can require the company to seek Court approval in terms of
section 115(3)(a) of the Companies Act, if the A scheme is approved by A debenture holders
at the A debenture scheme meeting and the A scheme is approved by A shareholders at the A
share scheme meeting but at least 15% of the votes are exercised against the A scheme at the
A debenture scheme meeting or the A share scheme meeting, as the case may be Friday, 29 May
Last date on which Ascension B shareholders and/or Ascension B debenture holders who
voted against the B scheme can require the company to seek Court approval in terms of
section 115(3)(a) of the Companies Act, if the B scheme is approved by B debenture holders
at the B debenture scheme meeting and the B scheme is approved by B shareholders at the B
share scheme meeting but at least 15% of the votes are exercised against the B scheme at the Friday, 29 May
B debenture scheme meeting or the B share scheme meeting, as the case may be
Last date for Ascension A shareholders and/or Ascension A debenture holders, as the case
may be, who voted against the A scheme to be granted leave by a Court to apply for a review
of the A scheme in terms of section 115(3)(b) of the Companies Act if the A scheme is
approved by A debenture holders at the A debenture scheme meeting and the A scheme is
approved by A shareholders at the A share scheme meeting Friday, 5 June
Last date for Ascension B shareholders and/or Ascension B debenture holders, as the case
may be, who voted against the B scheme to be granted leave by a Court to apply for a review
of the B scheme in terms of section 115(3)(b) of the Companies Act if the B scheme is
approved by B debenture holders at the B debenture scheme meeting and the B scheme is
approved by B shareholders at the B share scheme meeting Friday, 5 June
Last date for Ascension to give notice of adoption of the special resolution approving the A
scheme in terms of section 164(4) of the Companies Act to Ascension A shareholders
objecting to the special resolution on Friday, 5 June
Last date for Ascension to give notice of adoption of the special resolution approving the B
scheme in terms of section 164(4) of the Companies Act to Ascension B shareholders
objecting to the special resolution on Friday, 5 June
If no Ascension A shareholders, Ascension A debenture holders, Ascension B shareholders or
Ascension B debenture holders exercise their rights in terms of section 115(3)(a) or section
115(3)(b) of the Companies Act:
Finalisation date expected to be on Thursday, 11 June
Finalisation date announcement expected to be released on SENS on Thursday, 11 June
Finalisation date announcement expected to be published in the press on Friday, 12 June
Expected last day to trade in order to participate in the A scheme and receive the A unit
scheme consideration and participate in the B scheme and receive the B unit scheme
consideration Friday, 19 June
Suspension of listing of Ascension A linked units and Ascension B linked units on the JSE
expected to take place at the commencement of trade on Monday, 22 June
Commencement of trade in Rebosis A ordinary consideration shares and Rebosis ordinary
consideration shares expected to take place at the commencement of trade on or about Monday, 22 June
Expected scheme consideration record date by close of trade on Friday, 26 June
Expected operative date of the A scheme and the B scheme on Monday, 29 June
A unit scheme consideration expected to be posted to certificated A scheme participants and B
unit scheme consideration expected to be posted to certificated B scheme participants
(provided their form of surrender and transfer (blue) and documents of title are received on or
prior to 12:00 on the scheme consideration record date) on or about Monday, 29 June
Dematerialised A scheme participants and dematerialised B scheme participants expected to
have their accounts (held at their CSDP or broker) credited with the A unit scheme
consideration and the B unit scheme consideration respectively on or about Monday, 29 June
Termination of listing of Ascension A linked units and Ascension B linked units on the JSE
expected to take place at the commencement of trade on or about Monday, 29 June
Notes:
1. All dates and times may be changed by mutual agreement between Ascension and Rebosis (subject to the approval of the JSE and/or the TRP, if
required). The dates have been determined based on certain assumptions regarding the date by which certain shareholder and debenture holder and
regulatory approvals will be obtained and that no Court approval or review of the special resolution/s will be required. Any change in the dates and
times will be released on SENS and published in the press.
2. Ascension linked unitholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of
trades takes place five business days after such trade. Therefore, Ascension linked unitholders who acquire Ascension linked units after close of trade
on Friday, 8 May 2015 will not be eligible to vote at the meetings.
3. All times given in this announcement are local times in South Africa.
4. No dematerialisation or rematerialisation may take place after Friday, 19 June 2015.
5. If the A scheme is approved by an insufficient number of Ascension A shareholders at the A share scheme meeting or Ascension A debenture holders
at the A debenture scheme meeting so that an Ascension A shareholder or A debenture holder may require Ascension to obtain Court approval of the
A scheme as contemplated in section 115(3)(a) of the Companies Act, and an Ascension A shareholder or A debenture holder in fact delivers such a
request, the dates and times set out above in respect of the A scheme will not be relevant. Ascension A shareholders and A debenture holders will be
notified separately of the applicable dates and times under this process.
6. If the B scheme is approved by an insufficient number of Ascension B shareholders at the B share scheme meeting or Ascension B debenture holders
at the B debenture scheme meeting so that an Ascension B shareholder or B debenture holder may require Ascension to obtain Court approval of the
B scheme as contemplated in section 115(3)(a) of the Companies Act, and an Ascension B shareholder or B debenture holder in fact delivers such a
request, the dates and times set out above in respect of the B scheme will not be relevant. Ascension B shareholders and B debenture holders will be
notified separately of the applicable dates and times under this process.
7. If any Ascension A shareholder or A debenture holder who votes against the A scheme exercises its rights in terms of section 115(3)(b) of the
Companies Act and applies to Court for a review of the transaction, the dates and times set out above in respect of the A scheme will not be relevant.
Ascension A linked unitholders will be notified separately of the applicable dates and times under this process.
8. If any Ascension B shareholder or B debenture holder who votes against the B scheme exercises its rights in terms of section 115(3)(b) of the
Companies Act and applies to Court for a review of the transaction, the dates and times set out above in respect of the B scheme will not be relevant.
Ascension B linked unitholders will be notified separately of the applicable dates and times under this process.
3. Updated financial effects
The pro forma financial effects of the A offer and the B offer (collectively the “offers”) for Ascension A linked unitholders
and Ascension B linked unitholders set out below are provided for illustrative purposes only to provide information about
how the offers may have affected the financial performance and financial position of Ascension, and because of their
nature, may not fairly represent the financial performance and financial position of Ascension after the offers.
As the Ascension A linked unitholders will, in terms of the A scheme, exchange their Ascension A linked units for Rebosis
A ordinary shares that effectively mirror the economics of the Ascension A linked units, there will be no financial effect on
Ascension A linked unitholders who receive the Rebosis A ordinary consideration shares.
The table below sets out the pro forma financial effects of the offers on an Ascension B linked unitholder based on the
interim results of Ascension for the six months ended 31 December 2014 assuming that the offers had been implemented
on 1 April 2014 for purposes of the statement of comprehensive income and 31 August 2014 for purposes of the statement
of financial position.
Ascension B linked unitholder pro forma earnings and net asset Before the After the
% change
value: schemes¹ schemes²
NAV per Ascension B linked unit (cpu) 199 293 47.5
NTAV per Ascension B linked unit (cpu) 199 248 24.8
Earnings per Ascension B share (cpu) (1.35) 8.31 (715.2)
Earnings per Ascension B linked unit (cpu) 9.93 23.25 134.2
Distribution per Ascension B linked unit (cpu) 11.28 11.78 4.5
Notes and assumptions:
1. The financial information in the “Before the schemes” column has been prepared based on the interim results for Ascension for the six months
ended 31 December 2014, as extracted from Ascension’s condensed unaudited interim results for the six months ended 31 December 2014.
2. The financial information in the “After the schemes” column has been prepared by dividing Rebosis’ financial effects pursuant to the offers by
the swap ratio of c. 4.25 (a swap ratio of 23.54900 Rebosis ordinary consideration shares for every 100 Ascension B linked units held) to provide
the pro forma financial effects for Ascension B linked unitholders for the six months ended 31 August 2014, calculated by subtracting the
Rebosis unaudited results for the six months ended 28 February 2014 from Rebosis’ summarised audited results for the year ended 31 August
2014.
3. The financial information in the “After the schemes” column assumes –
a. Rebosis acquires 100% of the Ascension A linked units and 100% of the Ascension B linked units it does not already own; and
b. as a stepped acquisition, the consolidation of Ascension under IFRS 3 with the resultant recognition of goodwill for the difference in the
aggregate consideration paid by Rebosis and the Ascension net asset value as at 31 December 2014.
The pro forma financial effects of the offers on a Rebosis linked unitholder set out below are provided for illustrative
purposes only to provide information about how the offers may have affected the financial performance and financial
position of Rebosis, and because of their nature, may not fairly represent the financial performance and financial position
of Rebosis after the offers.
The table below sets out the pro forma financial effects of the offers on a Rebosis linked unitholder, assuming no capital
conversion (as announced by Rebosis on SENS on Monday, 30 March 2015 and as defined in the circulars) and assuming
that the offers had been implemented on 31 August 2014.
Before the After the
% change
schemes¹ schemes²
NAV per Rebosis linked unit (cpu) 1200 1246 3.8
NTAV per Rebosis linked unit (cpu) 1137 1054 (7.3)
Earnings per Rebosis ordinary share (cpu) 38.77 35.27 (9.0)
Earnings per Rebosis linked unit (cpu) 89.22 98.73 10.7
Headline earnings per Rebosis linked unit (cpu) 47.02 66.19 40.8
Distribution per Rebosis linked unit (cpu) 50.95 50.02 (1.8)
Notes and assumptions:
1. The financial information in the “Before the schemes” column has been prepared based on Rebosis’ results for the six months to 31 August
2014. For the purposes of the statement of comprehensive income, the financial effects have been prepared on Rebosis’ results for the six
months ended 31 August 2014, calculated by subtracting the Rebosis unaudited results for the six months ended 28 February 2014 from Rebosis’
summarised audited results for the year ended 31 August 2014.
2. The financial information for Ascension, used in determining the “After the schemes” column, has been extracted from the condensed unaudited
consolidated interim results of Ascension for the six months ended 31 December 2014,
3. The financial information in the “After the schemes” column assumes –
a. Rebosis acquires 100% of the Ascension A linked units and 100% of the Ascension B linked units it does not already own; and
b. as a stepped acquisition, the consolidation of Ascension under IFRS 3 with the resultant recognition of goodwill for the difference in the
aggregate consideration paid by Rebosis and the Ascension net asset value as at 31 December 2014.
22 April 2015
Corporate advisor, debenture trustee and sponsor
Java Capital
Independent reporting accountants
Sizwe Ntsaluba Gobodo Audit Advisory Forensics
Independent expert
Mazars Corporate Finance (Pty) Ltd
Legal Advisor to the transaction
DLA Cliffe Dekker Hofmeyr
Date: 22/04/2015 05:05:00 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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