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INVESTEC PROPERTY FUND LIMITED - Accelerated Bookbuild

Release Date: 17/06/2015 17:35
Code(s): IPF     PDF:  
Wrap Text
Accelerated Bookbuild

INVESTEC PROPERTY FUND LIMITED
Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)
(Registration Number 2008/011366/06)
Share code: IPF     ISIN: ZAE000180915
(“Investec Property Fund” or “the Fund”)


ACCELERATED BOOKBUILD


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

INTRODUCTION

Shareholders are referred to the Stock Exchange News Service (“SENS”) announcement released by Investec Property
Fund on Friday, 5 June 2015, in which the Fund announced that it had entered into agreements with Griffin Holdings
Proprietary Limited and various of its subsidiaries (collectively “Griffin”), for the acquisition of a portfolio of 22 properties for
an aggregate acquisition value of R826 million (“Griffin Acquisition”).

In order to facilitate the Griffin acquisition:

    -    Investec Bank Limited (“Investec”) will dispose of Investec Property Fund shares through a secondary placement
         on the market via an accelerated bookbuild process (“Bookbuild”); and
    -    Investec has irrevocably committed to subscribe for Investec Property Fund shares in terms of a vendor placement
         (“Vendor Placement”) pursuant to the Griffin Acquisition up to the Griffin Acquisition transaction value at a price
         equal to the price achieved in the Bookbuild referred to above.

The Vendor Placement is subject to approval by the Fund’s shareholders of the placing of the requisite number of shares
under the control of the Fund’s directors.

The quantum of the Bookbuild will be up to the value of the Griffin Acquisition subject to pricing and Investec’s discretion.

The sale of Investec Property Fund shares by Investec creates capacity for them to support further growth by the Fund by
subscribing for shares in the Vendor Placement and to allow it to support further acquisitions in future if and when identified
by Investec Property Fund.

Investec has a history of supporting the growth of the Fund in this manner: in the prior year, Investec sold down c. 53 million
Investec Property Fund shares in order to create capacity to take up c. 35 million shares (c. R525.0 million) which it received
as consideration for the sale of a portfolio of properties to the Fund, as well as taking up c. 7 million shares in the 2014
dividend re-investment plan, and c. 3 million shares in the 2015 dividend re-investment plan.

BOOKBUILD

Investec Property Fund has been informed by Investec that:
    -   it will be offering Investec Property Fund shares for sale to investors through a Bookbuild process. The Bookbuild
        does not constitute, and is not intended to constitute, an offer to the public to purchase any Investec Property Fund
        shares;
    -   the Bookbuild opens with immediate effect and may close at any time hereafter. Pricing and allocations of the
        Bookbuild will be determined as soon as practicable following the closing of the book. The Bookbuild process will
        be subject to normal share trading practices, the relevant rules, regulations and procedures of the JSE and the
        settlement authority of Strate Proprietary Limited;
    -   the Bookbuild is subject to pricing that is acceptable to Investec, and Investec reserves the right to increase the
        size of the Bookbuild subject to demand.

Investec Bank Limited is acting as sole Bookrunner for the Bookbuild.

Investec Property Fund supports the transaction, as it provides certainty to the vendors in the Griffin Acquisition, and
facilitates the Fund’s ability to pursue its growth and investment strategy of building a quality portfolio, by investing in well-
priced income producing properties that optimise capital and income returns for shareholders over the medium to long-term.
Johannesburg
17 June 2015


Bookrunner and sponsor
Investec Bank Limited


This announcement is not for publication or distribution or release, directly or indirectly, in the United States of America
(including its territories and possessions, any state of the United States and the District of Columbia).

This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or
sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the
registration requirements of the Securities Act. No public offering of securities is being made in the United States. This
announcement does not and is not intended to constitute an offer to the public in South Africa in terms of the South African
Companies Act 71 of 2008 (as amended). Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly in or into the United States, Canada, Australia or Japan.

This announcement is for information purposes only and in member states of the European Economic Area (other than the
United Kingdom) is directed only at persons who are qualified investors (as defined in article 2(1)(e) of EU directive
2003/71/EC (the “Prospectus Directive”) and the relevant implementing rules and regulations adopted by each Member
State). In the United Kingdom, this announcement is directed only at the following persons: investment professionals falling
within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); and high
net worth entities, and other person to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the
Order.

Date: 17/06/2015 05:35:00 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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