Wrap Text
Posting circulars & meeting notices updated financial effects amendments to Asset Management agreement salient dates
REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE share code: REB ISIN: ZAE000156147
(Approved as a REIT by the JSE)
(“Rebosis” or “the company”)
POSTING OF CIRCULARS, NOTICES OF MEETINGS, UPDATED FINANCIAL EFFECTS,
AMENDMENTS TO THE BILLION ASSET MANAGEMENT AGREEMENT AND SALIENT DATES AND
TIMES
1. INTRODUCTION
Rebosis 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 to make an offer to acquire the entire B linked unit capital of Ascension Properties Limited
(“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”).
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 pursuant to the B scheme; and
- Rebosis A ordinary consideration shares required to settle the consideration for the A linked units of
Ascension that Rebosis does not already own pursuant to the A scheme,
(collectively, referred to as “the Ascension acquisition”); 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.
In addition, Rebosis 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 scheme consideration,
being 23.54900 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 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 as well as 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 as well as 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 are also available in electronic format
on Ascension’s website at www.ascensionproperties.co.za.
2. UPDATED FINANCIAL EFFECTS
2.1. Forecast financial information of Ascension
The forecast revenue, net property income, net operating profit and distributable earnings of Ascension
for the one month ending 30 June 2015 and the year ending 30 June 2016 as announced on SENS on
Tuesday, 24 February 2015 remain unchanged.
2.2. Consolidated pro forma financial effects for Rebosis linked unitholders
Set out below is the pro forma statement of financial effects of the Ascension acquisition on Rebosis’
net asset value per linked unit/share and net tangible asset value per linked unit/share (“financial
effects”). The financial effects are the responsibility of the directors of Rebosis and have been provided
for illustrative purposes only to provide information about how the Ascension acquisition may have
affected the financial position of Rebosis, assuming no capital conversion (as announced by Rebosis on
SENS on Monday, 30 March 2015 and as defined in the Rebosis circular) and that the Ascension
acquisition was implemented on 31 August 2014. Because of their nature, these financial effects may
not fairly represent the financial position of Rebosis linked unitholders after the Ascension acquisition.
Before the After the
%
Ascension Ascension
change
acquisition ¹ acquisition ²
NAV per Rebosis linked unit (cpu) 1200 1246 3.8%
NTAV per Rebosis linked unit (cpu) 1137 1054 (7.3)%
Net asset value and net tangible asset value per Rebosis
‘A’ ordinary share (R) 27.23
Notes and assumptions:
1. The financial information in the “Before the Ascension acquisition” column has been prepared based
on the annual results for Rebosis for the year to 31 August 2014, as extracted from Rebosis’ audited
results for the 12 months ended 31 August 2014.
2. The financial information for Ascension, used in determining the “After the Ascension acquisition”
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 Ascension acquisition” column assumes –
- Rebosis acquires 100% of the Ascension A linked units and 100% of the Ascension B linked
units it does not already own; and
- 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.
3. AMENDMENTS TO THE BILLION ASSET MANAGEMENT AGREEMENT
3.1. Rebosis shareholders will, at the general meeting, be requested to consider, and if deemed fit, approve,
the amendment of certain terms of the Billion asset management agreement within the parameters
specified in paragraph 3.2 below, on the basis that the board of directors of Rebosis shall be entitled to
agree to some or all of those approved amendments, and the specific terms thereof, provided that the
specific terms fall within the parameters specified in paragraph 3.2 below. Rebosis will however
announce the specific terms within the approved parameters specified on SENS at least 5 business days
before the date on which the general meeting of Rebosis shareholders will be held. Rebosis has
undertaken not to agree to any amendments of the Billion asset management agreement other than as
specified in the aforementioned SENS announcement.
3.2. Rebosis linked unitholders are further advised that the proposed amendments to the Billion asset
management agreement as announced on SENS on Tuesday, 24 February 2015 have been revisited and
now include the following:
3.2.1. the monthly asset management fee payable under the Billion asset management agreement
by Rebosis to Billion Asset Managers (Proprietary) Limited (“Billion Asset Managers”)
be amended from 1/12 of 0.3% of the aggregate of the market capitalisation and the
borrowings of Rebosis (“Rebosis EV”) to:
3.2.1.1. 1/12 of between 0.3% and 0.4% in respect of the first R10 billion of Rebosis
EV; and
3.2.1.2. 1/12 of 0.3% of Rebosis EV in excess of R10 billion;
3.2.2. either party is entitled to terminate the Billion asset management agreement by giving
three years’ written notice provided that the earliest date on which such notice may be
given to the party be extended from 28 March 2015, as currently provided, to a date
falling between 29 March 2015 and 28 March 2020;
3.2.3. in the event of a termination event, as defined in the Billion asset management agreement,
Rebosis shall pay to Billion Asset Managers by way of compensation, the net present
value of the specified management fee for the agreed termination period, being a period of
three years from the date of termination. For the purposes of this calculation, the
“specified management fee” will be 0.3% of Rebosis EV for the 12 months immediately
preceding the termination event and not the actual management fee for the 12 months
immediately preceding the termination event, as currently provided;
3.2.4. if the right to terminate the Billion asset management agreement is exercised before the
earliest date on which notice may be provided as extended in terms of paragraph 3.2.2
above, the agreed termination period shall be the three years referred to in paragraph 3.2.3
above plus the remaining period of such extended period and not the remaining period of
the first four years as currently provided.
4. SALIENT DATES AND TIMES
The salient dates and times relating to the Rebosis circular are as set out below.
2015
Record date to receive the Rebosis circular Friday, 17 April
Rebosis circular posted on Wednesday, 22 April
Announcement relating to the issue of the Rebosis circular (together with the Wednesday, 22 April
notice of general meeting) released on SENS on
Announcement relating to the issue of the Rebosis circular (together with the Thursday, 23 April
notice of general meeting) published in the press on
Last day to trade in order to be eligible to vote at the general meeting of Rebosis Friday, 8 May
shareholders
Record date in order to vote at the general meeting of Rebosis shareholders Friday, 15 May
Receipt of forms of proxy in respect of the general meeting of Rebosis Wednesday, 20 May
shareholders by 10:00 on
The general meeting of Rebosis shareholders at 10:00 on Friday, 22 May
Results of the general meeting of Rebosis shareholders released on SENS on Friday, 22 May
Results of the general meeting of Rebosis shareholders published in the press on Monday, 25 May
Notes:
1. All dates and times in this circular are local dates and times in South Africa. The above dates and times are subject to change. Any
changes will be released on SENS and published in the press.
2. Rebosis linked unitholders are referred to the Rebosis circular for information on the action required to be taken by them.
22 April 2015
Corporate advisor, debenture trustee and sponsor Independent reporting accountants Legal advisor
Java Capital Sizwe Ntsaluba Gobdo Cliffe Dekker Hofmeyr
Date: 22/04/2015 05:19:00 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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