Wrap Text
Rights Offer Declaration Announcement
TEXTON PROPERTY FUND LIMITED
Granted REIT status by the JSE
(Incorporated in the Republic of South Africa)
Registration number: 2005/019302/06
JSE code: TEX
ISIN: ZAE000190542
(“Texton” or “the Company”)
RIGHTS OFFER DECLARATION ANNOUNCEMENT
1. Introduction
Texton shareholders (“Shareholders”) are advised that Texton intends to undertake a partially underwritten rights
offer to raise R986 million through the issue of 100 000 000 new Texton shares (“Rights Offer Shares”) in the
ratio of 36.22312 for every 100 Texton shares held on the rights offer record date, being Friday, 18 September
2015 (“Rights Offer Record Date”), at an issue price of R9.86 per Rights Offer Share (the “Rights Offer”).
The issue price of the Rights Offer represents a 5% discount to the 3 day volume weighted average price of
Texton shares listed on the JSE as at the close of business on Tuesday, 1 September 2015.
The Rights Offer Shares will rank pari passu in every respect with the presently issued ordinary shares in Texton
and therefore the issue price of R9.86 per Rights Offer Share includes entitlement to receive the dividend declared
for the second six months ended 30 June 2015 of 50.09 cents per share.
2. Use of Rights Offer proceeds
Texton has successfully completed the acquisition of over R2 billion of portfolio enhancing property acquisitions
in the last 6 (six) months. The acquisition of these properties was significantly funded by debt (including bridge
funding) which affects Texton’s ability to pursue investment opportunities in line with its growth strategy.
Accordingly the proceeds of the Rights Offer will be used by Texton to:
- Improve Texton’s overall gearing capacity through the reduction of Texton’s acquisition debt and other
debt facilities, which puts Texton in a position to utilise such undrawn facilities for future acquisition
opportunities that meet the Company’s stated investment criteria;
- Establish an optimal gearing and capital structure by repaying certain short-dated fixed profile debt, which
based on current pricing will attract negligible breakage costs; and
- Bring Texton’s Loan-to-Value in line with the Company’s target range and acceptable market norm.
3. Terms of the Rights Offer
3.1. Opening and closing dates of the Rights Offer
The Rights Offer will open at 09:00 on Monday, 21 September 2015 and close at 12:00 on Friday, 2
October 2015. Letters of allocation will be listed and commence trading at the commencement of business
on Monday, 14 September 2015.
3.2. Committed participants
Texton has concluded agreements with certain Shareholders (“Committed Participants”) in terms of
which the Committed Participants have elected to irrevocably subscribe for approximately 36 239 574
Rights Offers Shares pursuant to the Rights Offer, representing approximately 36.2% of the aggregate
Rights Offer proceeds.
The Committed Participants are entitled to receive a commitment fee of 1.5% of the aggregate value of
the Rights Offer Shares which they have elected to irrevocably subscribe for.
3.3. Underwriting
In addition to the commitments from Committed Participants for approximately 36.2% of the aggregate
Rights Offer proceeds, Texton has concluded an agreement with Luna Group Proprietary Limited
(“Underwriter”), an investment and trading group that has over 39 years of investment experience and
forms part of Dr. Christo Wiese’s larger group of companies, in terms of which the Underwriter has
irrevocably undertaken to subscribe for up to 41 940 878 of the Rights Offer Shares which are not taken
up by Texton Shareholders recorded in the register of Shareholders on the Rights Offer Record Date
(“Excess Rights Offer Shares”).
In terms of the agreement entered into between Texton and the Underwriter, the Underwriter is entitled to
an underwriting fee of 3.0% of the aggregate underwriting commitments. The underwriting fee is payable
to the Underwriter by Texton upon the Underwriter fulfilling its underwriting commitments.
3.4. Conditions precedents
The final implementation of the Rights Offer is subject to the following conditions precedent:
- The JSE granting their approval of the circular containing full details of the terms of the Rights Offer
and a form of instruction (“Rights Offer Circular”); and
- The JSE granting a listing of the letters of allocation on the JSE in respect of the Rights Offer.
3.5. Excess applications
Texton Shareholders recorded in the register of Shareholders on the Rights Offer Record Date will be
permitted to apply for any Excess Rights Offer Shares not taken up by other Texton Shareholders in terms
of their rights in the Rights Offer. Excess Rights Offer Shares available for allocation will be allocated first
to the Underwriter and thereafter to any other Shareholders who have made an application for Excess
Rights Offer Shares in an equitable manner as determined by the directors of Texton in accordance with
the provisions of paragraph 5.33 of the Listings Requirements of the JSE.
3.6. Minimum subscription
The Rights Offer is not conditional upon any minimum subscription.
3.7. Foreign shareholders
The Rights Offer may be affected by the laws of the relevant jurisdictions of foreign Texton Shareholders.
The Rights Offer Circular will not be regarded as an offer in any jurisdiction in which it is illegal to make
such an offer. It is the responsibility of any foreign Texton Shareholders to satisfy themselves as to the full
observation of the laws and regulatory requirements of the relevant jurisdiction in connection with the
Rights Offer, including the obtaining of any governmental, exchange control or other consent or the making
of any filings which may be required, the compliance with other necessary formalities, the payment of any
issue, transfer or other taxes or other requisite payments due in such jurisdiction.
4. Finalisation announcement
It is anticipated that a finalisation announcement in respect of the Rights Offer will be released on SENS on
Tuesday, 8 September 2015.
5. Posting of the Rights Offer Circular
Posting of the Rights Offer Circular to certificated Texton Shareholders is expected to be on Tuesday, 15
September 2015.
It is anticipated that the Rights Offer Circular will be posted to dematerialised Texton Shareholders on Tuesday,
22 September 2015.
6. Salient dates and times
The proposed salient dates and times in respect of the Rights Offer are set out below:
2015
Declaration date relating to the announcement of the Rights Offer Wednesday, 2 September
Finalisation date relating to the announcement of the Rights Offer Tuesday, 8 September
Last day to trade in Texton shares in order to participate in the Rights Offer Friday, 11 September
Listing and trading of letters of allocation on the JSE under JSE code: “TEXN” and
ISIN: ZAE000208302 Monday, 14 September
Monday, 14 September
Texton shares commence trading on the JSE ex-Rights Offer entitlement
Monday, 14 September
Dematerialised Shareholders will have their accounts at their CSDP or broker
automatically credited with the letters of allocation
Monday, 14 September
Certificated Shareholders on the register will have their letters of allocation
credited to their accounts held with the transfer secretary
Tuesday, 15 September
Rights Offer Circular and form of instruction posted to certificated shareholders
Friday, 18 September
Record date for determination of Shareholders entitled to participate in the Rights
Offer
Monday, 21 September
Rights Offer opens at 09:00
Tuesday, 22 September
Rights Offer Circular posted to dematerialised Shareholders
Friday, 25 September
Last day to trade letters of allocation on the JSE
Monday, 28 September
Maximum number of Rights Offer Shares listed and trading therein commences on
the JSE
Friday, 2 October
Rights Offer closes at 12:00
Friday, 2 October
Record date for letters of allocation
Monday, 5 October
New Texton shares issued
Dematerialised Shareholders’ accounts updated and debited by CSDP or broker Monday, 5 October
(in respect of Rights Offer Shares taken up in the Rights Offer)
Certificates posted to certificated Shareholders (in respect of the Rights Offer Monday, 5 October
Shares taken up in the Rights Offer)
Results of Rights Offer announced on SENS Monday, 5 October
Refunds (if any) to certificated Shareholders in respect of unsuccessful Wednesday, 7 October
applications made for Excess Rights Offer Shares
Certificated Shareholders’ accounts updated and debited by their CSDP or broker Wednesday, 7 October
(in respect of successful applications for Excess Rights Offer Shares)
Dematerialised Shareholders’ accounts updated and debited by their CSDP or Wednesday, 7 October
broker (in respect of successful applications for Excess Rights Offer Shares)
Last day to trade in order to participate in the Texton cash dividend Friday, 9 October
Texton shares trade ex dividend Monday, 12 October
Dividend record date Friday, 16 October
Dividend payment date Monday, 19 October
Notes:
1. All references to dates and times are to local dates and times in South Africa. The above dates are subject to
change. If any of the above dates change, the revised dates will be notified to Shareholders by announcement
on SENS.
2. Dematerialised Texton Shareholders are required to inform their CSDP or broker of their instructions in terms
of the Rights Offer in the manner and time stipulated in the agreement governing the relationship between the
Shareholder and its CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between Monday, 14 September 2015 and
Friday, 18 September 2015, both days inclusive and between Monday, 12 October and Friday, 16 October
2015, both days inclusive.
4. Dematerialised Texton Shareholders will have their accounts at their CSDP or broker automatically credited
with their rights and certificated Texton Shareholders will have their rights credited to their accounts at
Computershare Investor Services Proprietary Limited.
Dunkeld West
2 September 2015
Investment Bank and Sponsor
Investec Bank Limited
Legal Advisor
Glyn Marias Incorporated
Date: 02/09/2015 05:48:00 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.
Sharenet Sites 
