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Posting of Circular and Notice of General Meeting
ACCELERATE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2005/015057/06)
Share code: APF ISIN: ZAE000185815
(Approved as a REIT by the JSE)
(“Accelerate” or “the Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Accelerate shareholders (“Shareholders”) are referred to the announcements released by the
Company on the Stock Exchange News Service of the JSE Limited (“SENS”) on 30 July and 31 July
2015, in which it advised that in terms of existing authorities granted by Shareholders, it
concluded an accelerated bookbuild offering on Thursday, 30 July 2015, through the subscription
by qualifying investors of 76,569,678 new Accelerate shares (“Offer Shares”) for an aggregate
consideration of R500 million (“the Offering”).
Mr. Michael Georgiou, Chief Executive Officer and at the time of the Offering, through his
associated entities – Fourways Precinct Proprietary Limited (“Fourways Precinct”) and Michael
Family Trust, collectively (“Associated Entities”), was a c.37% shareholder of Accelerate. Mr
Georgiou acting through Fourways Precinct had irrevocably committed to subscribe for R100
million worth of the Offer Shares in the Offering (“Fourways Precinct Subscription”) alongside
qualifying institutional investors. However as a consequence of the provisions of section 41(1) of
the Companies Act 71 of 2008 (“Companies Act”), Fourways Precinct was prohibited from
participating in the Offering unless such issue of shares is approved by a special resolution of the
Shareholders of the Company in terms of section 41(1)(b) of the Companies Act. As a
consequence of a lapse in time between the issue of the Offer Shares to qualifying investors
excluding Fourways Precinct (which was implemented on Friday, 7 August 2015) and the issue of
the Offer Shares to Fourways Precinct (which can only be done once the special resolution in
terms of section 41 of the Companies Act has been adopted), Mr Michael Georgiou’s voting rights
in Accelerate (held through the Associated Entities) has diluted from c.37% to 33.8%. The
Fourways Precinct Subscription will result in Michael Georgiou, through his Associated Entities,
again controlling greater than 35% of the voting rights attached to the Accelerate shares, which
will trigger an affected transaction as defined in the Companies Act as well as chapter 5 of the
Companies Regulations and will trigger a mandatory offer to the remaining Shareholders at a
price of R6.53 per share, representing the same price at which other qualifying investors in the
Offering received their Offer Shares (“Mandatory Offer”).
Accordingly, independent Shareholders, being the Accelerate Shareholders other than the
Associated Entities, will be asked to waive the Mandatory Offer made by the Associated Entities
in terms of Regulation 86(4) of the Companies Regulations (the “Waiver”).
Shareholders are advised that a circular containing, inter alia details of the Offering, the Fourways
Precinct Subscription, the Mandatory Offer and Waiver, a notice of a general meeting of
Shareholders (“General Meeting”), and forms of proxy will be posted to Shareholders today and
is available on Accelerate’s website at www.acceleratepf.co.za (“Circular”).
The purpose of the Circular is to:
- Provide Shareholders with detailed information regarding the Offering and the Fourways
Precinct Subscription;
- provide Shareholders with information in respect of the Mandatory Offer and Waiver; and
- convene a General Meeting to consider and, if deemed fit, approve with or without
modification, the resolutions relating to the issue of shares to an entity which is related to
a director of Accelerate, as well as the Mandatory Offer and Waiver as set out in the notice
of General Meeting incorporated in the Circular.
2. NOTICE OF GENERAL MEETING
The General Meeting will be held at the Company’s offices at Cedar Square Shopping Centre,
Management Office, 1st Floor, Cnr Willow Ave and Cedar Road, Fourways on Monday, 5 October
2015 at 10:00, in order to consider and, if deemed fit, to pass, with or without modification, the
resolutions contained in the notice of General Meeting incorporated in the Circular.
3. IMPORTANT DATES AND TIMES
The important dates and times in relation to the General Meeting are set out below:
2015
Record date to determine which Shareholders are eligible to
receive the Circular Friday, 28 August
Circular and notice of General Meeting posted to Shareholders on Friday, 4 September
Last day to trade in Accelerate shares in order to be entitled to
attend, participate in and vote at the General Meeting (2) Thursday, 17 September
Record date to be eligible to attend and vote at the General
Meeting Friday, 25 September
Last day for lodging forms of proxy for the General Meeting by
10:00 on Friday, 2 October
General meeting of Shareholders held at 10:00 on Monday, 5 October
Announcement of results of General Meeting released on SENS on Monday, 5 October
Announcement of results of General Meeting published in the
press on Tuesday, 6 October
Notes:
1. The above dates and times are subject to amendment and any amendment made will be
released on SENS and published in the press.
2. Shareholders should note that as transactions in shares are settled via the electronic
settlement system used by Strate, settlement of trades takes place five business days after
such trade. Therefore Shareholders who acquire shares after Thursday, 17 September 2015
will not be eligible to participate in and vote at the General Meeting. The last day to trade
in the Circular is reflected as Friday, 18 September 2015, however due to the public holiday
on 24 September 2015, the last day to trade must fall on Thursday, 17 September 2015.
3. All times given are South African local times.
4. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement thereof
Johannesburg
4 September 2015
Joint corporate advisers and bookrunners
Investec Bank Limited and Rand Merchant Bank a division of FirstRand Bank Limited
Transaction sponsor
Investec Bank Limited
Legal adviser
Glyn Marais Incorporated
Date: 04/09/2015 11:48:00 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.
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