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GROWTHPOINT PROPERTIES LIMITED - Sycom\Growthpoint - Detailed terms announcement and firm intention announcement

Release Date: 08/02/2016 14:52
Code(s): GRT SYC     PDF:  
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Sycom\Growthpoint - Detailed terms announcement and firm intention announcement

  Sycom Property Fund                                               Acucap Properties Limited
 Approved as a REIT by the         Growthpoint Properties           A wholly-owned Subsidiary of
             JSE                            Limited                          Growthpoint
  A Collective Investment         Approved as a REIT by the         (Incorporated in the Republic
    Scheme in Property                        JSE                          of South Africa)
 Registered in terms of the      (Incorporated in the Republic          (Registration number
   Collective Investment                of South Africa)                  2001/021725/06)
          Schemes                    (Registration number                    (“Acucap”)
 Control Act, No. 45 of 2002           1987/004988/06)
          (“CISCA”)                    Share code: GRT
        Managed by                   ISIN ZAE000179420
  Sycom Property Fund                   (“Growthpoint”)
Managers Limited (“SPFM”)
    (Registration number
      1986/002756/06)
     Share code: SYC
   ISIN: ZAE000019303
         (“Sycom”)


DETAILED TERMS ANNOUNCEMENT AND FIRM INTENTION ANNOUNCEMENT RELATING TO
THE PROPOSED TRANSACTION IN TERMS OF WHICH GROWTHPOINT WILL, THROUGH ITS
WHOLLY-OWNED SUBSIDIARY, ACUCAP, ACQUIRE ALL THE ASSETS AND LIABILITIES OF
SYCOM AND SYCOM UNITHOLDERS WILL BECOME GROWTHPOINT SHAREHOLDERS

1. Introduction

   1.1. As a consequence of various corporate actions undertaken by Growthpoint, Acucap and
        Sycom since March 2014, Growthpoint currently holds, directly and indirectly, approximately
        99% of the participatory interests in Sycom (“Units” or “Sycom Units”).
   1.2. With approximately 1% of the Sycom Units being held by public unitholders (“Minority
        Sycom Unitholders”) and the remainder being held by Growthpoint, there is very little
        liquidity in the Sycom Units on the JSE Limited (“JSE”) and in light thereof, the on-going
        costs of maintaining a listing on the JSE are prohibitive.
   1.3. Taking the above into account, together with the fact that Growthpoint already holds 100%
        of the shares in SPFM, the statutory manager of Sycom, the Growthpoint board of directors
        (“Growthpoint Board”) and an independent committee of the board of directors of SPFM
        (“Independent Committee”) have agreed that it would be in both Minority Sycom
        Unitholders’ and Growthpoint shareholders’ best interests to implement a transaction that
        would have the effect that –
        1.3.1.Sycom’s assets are disposed of to the Growthpoint group;
        1.3.2.Minority Sycom Unitholders become Growthpoint shareholders;
        1.3.3.Sycom’s listing on the JSE is thereafter terminated; and
        1.3.4.in due course, Sycom is wound-up.
                                                                                                    
2. Mechanics of the transaction
   2.1. The transaction will be implemented through the following indivisible and inter-conditional
        steps –
        2.1.1.Sycom will, subject to the fulfillment of certain conditions precedent, undertake an
              internal re-organisation in terms of which it shall transfer all its assets and liabilities to a
              wholly-owned subsidiary (“the Fixed Property Company”) in consideration for additional
              shares in that subsidiary (“Fixed Property Company Shares”) (the “Sycom
              Restructure”);
        2.1.2.Sycom will, immediately thereafter, subject to the fulfilment of the conditions precedent
              set out in paragraph 5.1 (the “Amalgamation Conditions”), dispose of all of its assets
              (being its Fixed Property Company Shares) to Acucap, and, in consideration, Acucap
              will issue Acucap shares (“Acucap Consideration Shares”) to Sycom in the ratio of 58
              Acucap Consideration Shares for every 100 Sycom Units in issue. The Acucap
              Consideration Shares shall thereafter be transferred as a distribution in specie by
              Sycom to Sycom unitholders, to be held in escrow by SPFM on behalf of Sycom
              unitholders (“the Amalgamation”); and
        2.1.3.Growthpoint will, subject to the conditions precedent set out in paragraph 5.2 (the
              “Scheme Conditions”), acquire all Acucap Consideration Shares issued to Minority
              Sycom Unitholders (“Scheme Participants”) pursuant to the Amalgamation, by way of a
              scheme of arrangement in terms of section 114 of the Companies Act, 2008 (“the
              Companies Act”), in the ratio of 197 Growthpoint shares for every 100 Acucap
              Consideration Shares acquired (“the Scheme”),
              (where the Amalgamation and the Scheme are collectively referred to as “the
              Transaction”).
   2.2. Given that the Sycom Restructure, the Amalgamation and the Scheme are inter-conditional
        and indivisible, on implementation of the Transaction, Minority Sycom Unitholders will
        immediately become Growthpoint shareholders (having exchanged their entitlement to
        receive Acucap Consideration Shares for Growthpoint shares) in the ratio of 114.26
        Growthpoint shares for every 100 Sycom Units held. No cash alternative is offered.
   2.3. Sycom’s listing on the JSE will be terminated with effect from commencement of trade on
        the day following the implementation of the Transaction (where implementation of the
        Transaction (“Implementation Date”) shall refer to the day on which the Growthpoint shares
        are issued to Minority Sycom Unitholders, in their capacity as Scheme Participants, as
        consideration for the Scheme) and Sycom will thereafter, in due course, be wound-up.
   2.4. Each of Acucap and Growthpoint have sufficient authorised but unissued shares under the
        directors’ control to settle the consideration in terms of the Amalgamation and Scheme
        respectively.
   2.5. Acucap only has ordinary shares in issue and thus no other class of security of Acucap is
        offered pursuant to the Scheme (in terms of regulation 101(7)(b)(ii) of the Companies
        Regulations).
   2.6. Sycom unitholders, Acucap shareholders and Growthpoint shareholders are advised that this
        announcement constitutes a firm intention announcement in terms of Regulation 101 of the
        Companies Act Regulations (a “Firm Intention Announcement”).

3. Rationale
   The Transaction is expected to result in the following benefits for Sycom Unitholders:
   3.1. Winding-up of Sycom’s CISP structure
        3.1.1.The introduction of the REIT regime means that the fiscal consequences of investing in
              a collective investment scheme in property (“CISP”) and/or a corporate REIT have now
              been aligned.                                                                                                          
        3.1.2.The South African corporate REIT structure is consistent with international benchmarks
              and therefore better understood by local and international investors as compared to the
              CISP structure and accordingly may be preferred by investors.
        3.1.3.Best global practice in the sector suggests that an internal management model (as
              opposed to the current structure whereby Sycom is managed by an external
              management company), is preferred. An internal management model allows for more
              efficient asset management as assets can then be managed on a portfolio basis and
              there would be no need to allocate future acquisition opportunities to either Sycom or
              Growthpoint.
   3.2. Satisfying Sycom unitholders’ need for liquidity
        3.2.1.The low free float (being approximately 1% of the issued unit capital) and
              consequential reduced liquidity in Sycom Units on the JSE, results in Sycom
              unitholders potentially experiencing difficulty in realising full value for their Units.
        3.2.2.By comparison, Growthpoint, being the largest South African incorporated listed REIT
              on the JSE, is very liquid.
        3.2.3.In terms of the Transaction, Minority Sycom Unitholders are offered an opportunity to
              exit their illiquid current position at a fair and reasonable valuation to the satisfaction of
              the independent expert.
   3.3. Access to a more diversified portfolio
        3.3.1.The Transaction is expected to provide Sycom unitholders with greater sectoral
              diversification and reduced asset concentration risk.
        3.3.2.Sycom currently has a 52% exposure to offices, whilst the merged entity will, post the
              Transaction, reflect an improved balance of retail and offices, with 45% retail (South
              Africa only) and 42% offices (South Africa only), with the residual 13% comprising
              premium industrial parks.
        3.3.3.Sycom’s property portfolio comprises 13 properties, all of which are based in South
              Africa. The Transaction will mean that Sycom unitholders will gain access to
              Growthpoint’s prime assets, which include, inter alia, a 50% interest in the V&A
              Waterfront and, through Growthpoint Properties Australia, an additional 53 properties
              in Australia.
   3.4. Cost savings to Sycom unitholders as a result of the internalisation of the
        management structure
        3.4.1.Sycom is currently managed by SPFM for a monthly asset management fee.
        3.4.2.In terms of the Transaction, Sycom will be wound-up, Sycom’s trust deed (“the Deed”)
              will be terminated and, consequently, the management agreement per the Deed will
              cease to exist and Sycom’s management structure will, effectively, be internalised.
        3.4.3.Sycom Unitholders will therefore benefit on an on-going basis from the fact that the
              management fee will no longer be incurred.

4. Opinion of the independent expert
   4.1. Acucap, as a material unitholder in Sycom, is regarded a related party to Sycom in terms of
        section 10 of the JSE Listings Requirements. Accordingly, in compliance with section 10 of
        the JSE Listings Requirements and as required in terms of the Scheme, the Independent
        Committee has appointed PSG Capital (Pty) Ltd (“the Independent Expert”) to advise them
        on whether the Transaction (comprising the Amalgamation and the Scheme) is fair and
        reasonable insofar as Minority Sycom Unitholders and Scheme Participants are concerned.                                                                                                         3
   4.2. The Independent Expert has confirmed in its report, a copy of which will be included in the
        circular to be issued in terms of paragraph 10.1 below, that the Transaction is fair and
        reasonable insofar as Sycom unitholders (other than Growthpoint or its Subsidiaries) and
        Scheme Participants are concerned.

5. Conditions precedent
   5.1. The Amalgamation Conditions
        The conditions precedent to the Amalgamation include, inter alia –
        5.1.1.the Sycom Restructure becoming unconditional;
        5.1.2.the passing of the resolutions approving the Amalgamation, by at least 75% of Minority
              Sycom Unitholders present, in person or by proxy, at the general meeting held for such
              purpose;
        5.1.3.approval by the Registrar of Collective Investment Schemes and the Sycom trustee of
              the Amalgamation;
        5.1.4.all regulatory approvals and/or rulings to the extent required;
        5.1.5.Scheme Participants approving the Scheme by the requisite majority; and
        5.1.6.Growthpoint, SPFM and Acucap agreeing in writing that all the conditions precedent
              have been fulfilled or waived.
   5.2. The Scheme Conditions
        The conditions precedent to the Scheme include, inter alia –
        5.2.1.the Amalgamation becoming unconditional;
        5.2.2.the passing of a special resolution approving the Scheme, by 75% of Scheme
              Participants present, in person or by proxy, at the general meeting held for such
              purpose;
        5.2.3.to the extent required in terms of section 115(2)(c) of the Companies Act, the approval
              by the Court of the implementation of the Scheme;
        5.2.4.all regulatory approvals and/or rulings to the extent required;
        5.2.5.the Takeover Panel having issued a compliance certificate; and
        5.2.6.Growthpoint, Acucap and SPFM agreeing in writing that all the conditions precedent
              have been fulfilled or, where applicable, waived.

6. Determination of the exchange ratio
   6.1. The Transaction will be undertaken at an exchange ratio of 114.26 Growthpoint shares for
        every 100 Sycom Units held.
   6.2. The exchange ratio has been derived based on -
        6.2.1.the ratio of Acucap shares to Sycom Units that was offered by Acucap in terms of its
              offer to acquire up to 100% of the Sycom Units in issue in March 2014, which offer
              (together with the follow-on offer subsequent thereto) resulted in Acucap increasing its
              unitholding in Sycom to 83.4%, being 58 Acucap shares per every 100 Sycom Units
              held; and
        6.2.2.the ratio of Growthpoint shares to Acucap shares offered by Growthpoint pursuant to
              the scheme of arrangement implemented in April 2015, where Growthpoint acquired
              100% of the Acucap shares in issue, being 197 Growthpoint shares per every 100
              Acucap shares held.
   6.3. Sycom unitholders are therefore being offered an equivalent ratio of Growthpoint shares to
        that offered in terms of the previous corporate actions, even though Sycom’s liquidity has
        subsequently materially decreased as Sycom’s public unitholding has diminished.
                                                                                   
7. Pro forma financial effects of the Transaction
   7.1. The table below sets out the pro forma financial effects of the Transaction on a Sycom
        unitholder and Scheme Participant. The pro forma financial effects have been prepared in
        accordance with International Financial Reporting Standards (“IFRS”) and illustrate the
        basic and diluted earnings per share (“EPS”), basic and diluted headline earnings per share
        (“HEPS”), distribution, net asset value (“NAV”) and tangible net asset value (“TNAV”) per
        Sycom Unit that a Sycom Unitholder and Scheme Participant will be exchanging for the
        basic EPS, diluted EPS, basic HEPS, diluted HEPS, distribution, NAV and TNAV per
        Growthpoint share, in the ratio of 114.26 Growthpoint shares for every 100 Sycom Units
        held, that a Sycom unitholder and Scheme Participant will be receiving in terms of the
        Transaction.
   7.2. The preparation of the pro forma financial effects is the responsibility of the board of
        directors of SPFM and is provided for illustrative purposes only in order to provide
        information about how the Transaction may affect a Sycom Unitholder and Scheme
        Participant. Due to the nature of the pro forma financial effects it may not be a true reflection
        of the actual impact of the Transaction on a Sycom Unitholder and Scheme Participant.
   7.3. It has been assumed for purposes of the pro forma financial effects that the Amalgamation
        and Scheme are approved by the requisite majority and are therefore binding on 100% of
        the Sycom Unitholders and Scheme Participants respectively.
   7.4. These pro forma financial effects have been prepared based on the financial results for the
        12 months ended 31 March 2015 in respect of Sycom and for the 12 months ended 30 June
        2015 in respect of Growthpoint.




                                                                                                                                                    Value attributable   Value attributable                Change
                                                    to a Sycom           to a Sycom
                                                unitholder and       unitholder and                      (%)
                                                       Scheme               Scheme
                                             Participant before     Participant after
                                                 the Transaction      the Transaction



                        
    Basic EPS (cents)                                   374.49                355.88                   (4.97)

                            
    Diluted EPS (cents)                                 374.49                353.64                   (5.57)

                            
    Basic HEPS (cents)                                  159.40                169.79                    6.52

                             
    Diluted HEPS (cents)                                159.40                168.72                    5.85

    Distribution per unit (cents)                       195.60                198.47                    1.47

                                   
    NAV per Sycom Unit (cents)                        3 056.12              2 701.42                 (11.61)

                                       
    TNAV per Sycom Unit (cents)                       3 056.12              2 660.41                 (12.95)

    Weighted average number of                         200 132             2 623 839
    Sycom Units/Growthpoint shares
    in issue (‘000)

    Diluted weighted average                           200 132             2 640 437
    number of Sycom
    Units/Growthpoint shares in
    issue (‘000)

    Number of Sycom                                    200 132             2 682 817
    Units/Growthpoint shares in
    issue (‘000)


    Notes and assumptions

1   The column entitled “Value attributable to a Sycom unitholder and Scheme Participant after the Transaction”
    represents the basic EPS, diluted EPS, basic HEPS, diluted HEPS and distribution per Growthpoint share, in
    the ratio of 114.26 Growthpoint shares for every 100 Sycom Units held, that a Sycom unitholder and
    Scheme Participant will receive as a result of the implementation of the Transaction, and is calculated based
    on the following assumptions:
    a) The value attributable to a Sycom unitholder and Scheme Participant before the Transaction is the basic
        EPS, diluted EPS, basic HEPS, diluted HEPS and distribution per Sycom Unit for the year ended
        31 March 2015 that a Sycom unitholder and Scheme Participant is exchanging for Growthpoint shares
        (in the ratio of 114.26 Growthpoint shares for every 100 Sycom Units held) in terms of the Transaction;
    b) The merger of Growthpoint and Acucap (“Growthpoint Acucap Merger”) and the Transaction are
         assumed to have been implemented with effect from 1 July 2014 as they relate to Growthpoint, with the
         result that Acucap was consolidated into Growthpoint’s published statement of comprehensive income
         for the twelve months ended 30 June 2015 from 1 July 2014 and Sycom became a wholly-owned
         subsidiary of Growthpoint (indirectly through Acucap) on the same date;
    c) The estimated transaction costs amounting to R3 795 000 were expensed and the 2 392 862
         Growthpoint shares were issued to Sycom unitholders in terms of the Transaction on 1 July 2015 for
         purposes of the basic EPS, diluted EPS, basic HEPS, diluted HEPS and distribution per Growthpoint
         share;                                                                                                              
    d) Sycom unitholders and Scheme Participants received 58 Acucap shares per every 100 Sycom Units
        held and 197 Growthpoint shares for every 100 Acucap shares held, resulting in a ratio of 114.26
        Growthpoint shares, after the adjustments detailed in point 1 (b) and (c) above, for every 100 Sycom
        Units held.

2   The column entitled “Value attributable to a Sycom unitholder and Scheme Participant after the Transaction”
    represents the NAV and TNAV per Growthpoint share, in the ratio of 114.26 Growthpoint shares for every
    100 Sycom Units held, that a Sycom Unitholder and Scheme Participant will receive as a result of the
    implementation of the Transaction, and is calculated based on the following assumptions:
    a) The value attributable to a Sycom unitholder and Scheme Participant after the Transaction is the NAV
        and TNAV per Sycom Unit as at 31 March 2015 that a Sycom Unitholder and Scheme Participant is
        exchanging for Growthpoint shares (in the ratio of 114.26 Growthpoint shares for every 100 Sycom Units
        held) in terms of the Transaction;
    b) The Transaction became effective on 30 June 2015 as it relates to Growthpoint with the result that
        Sycom became a wholly-owned subsidiary of Growthpoint (indirectly through Acucap) on that date.
    c) Sycom unitholders and Scheme Participants received 58 Acucap shares per every 100 Sycom Units
        held and 197 Growthpoint shares for every 100 Acucap shares held, resulting in a ratio of 114.26
        Growthpoint shares for every 100 Sycom Units held.

3   The pro forma financial information set out in this announcement have not been adjusted for the disposal by
    Sycom of an 11.195% undivided share in Vaal Mall, the details of which are included in the announcement
    released on SENS on 4 December 2015, as it is not considered to be a material post balance sheet event.


8. Distributions
    8.1. In accordance with the salient dates and times set out in paragraph 10.3 below, Sycom will
         declare:
         8.1.1.an interim distribution in respect of the period commencing on 1 July 2015 and ending
               on 31 December 2015 (“the Sycom Interim Distribution”); and
         8.1.2.a final distribution in respect of the period commencing on 1 January 2016 and ending
               on the Effective Date of the Amalgamation (as set out in paragraph 10.3 below)
               (“Sycom Final Distribution”),
               (collectively, “the Sycom Distributions”).
    8.2. In terms of the Transaction, the Fixed Property Company (a wholly-owned subsidiary of
         Sycom) will undertake to pay the Sycom Interim Distribution and the Sycom Final
         Distribution to Sycom unitholders registered as such on the Record Date for the Interim
         Distribution and the Payment Record Date respectively (as set out in paragraph 10.3 below)
         on 4 April 2016 in respect of the Sycom Interim Distribution and by no later than
         30 June 2016 in respect of the Sycom Final Distribution. Sycom has undertaken that it shall,
         on or before 29 March 2016, pay the estimated amount of the Sycom Distributions, together
         with a reasonable contingency, in cash, to the Fixed Property Company so as to enable the
         Fixed Property Company to discharge its obligations to pay the Distributions to the Sycom
         unitholders in accordance with this paragraph.

9. Categorisation of the transaction for Growthpoint
    The acquisition by Growthpoint (indirectly through its wholly-owned subsidiary, Acucap) of the
    assets and liabilities of Sycom is below the threshold to be classified as a categorised
    transaction for Growthpoint and accordingly, this announcement is provided to Growthpoint
    shareholders for information purposes only.

10. Further documentation and salient dates
    10.1. A circular setting out further information on the Transaction and containing the information
          required in terms of the JSE Listings Requirements, the Companies Act and CISCA will
          be posted to Sycom unitholders on / about 12 February 2016 (“the Circular”).                                                                                                            7
    10.2. The Circular will also contain, inter alia, a notice of the meeting of Sycom unitholders for
          the purposes of approving the Amalgamation (“General Meeting”) and a notice of meeting
          of Scheme Participants for the purposes of approving the Scheme (“Scheme Meeting”)
          (collectively, the “Meetings”), together with forms of proxy and a form of surrender and
          transfer.
    10.3. The following indicative salient dates are relevant to Sycom unitholders:

Event                                                                                                 2016

Record date to be entitled to receive the Circular                                        Friday, 5 February

Circular to be posted to Sycom Unitholders on                                             Friday, 12 February

Last day to trade for voting purposes                                                     Friday, 26 February

Voting record date                                                                        Friday, 4 March

Expected date of declaration and finalisation of the Sycom Interim Distribution           Tuesday, 8 March

Receipt of forms of proxy in respect of the Meetings by 12:00 on                          Wednesday, 9 March

General Meeting to be held at 12:00 at KPMG Inc, MSC House, 1                             Friday, 11 March
Mediterranean Street, Foreshore, Cape Town, immediately followed by the
Scheme Meeting

Results of the Meetings released on SENS on                                               Friday, 11 March

Results of the Meetings published in the press on                                         Monday, 14 March

Last date to trade in Sycom Units in order to appear on the Sycom Register on             Wednesday, 23 March
the Record Date for the Sycom Interim Distribution

Expected date of declaration of the Sycom Final Distribution                              Wednesday, 23 March

Sycom Units commence trading ex the Sycom Interim Distribution                            Thursday, 24 March

Expected Effective Date of the Sycom Restructure (see note 2)                             Wednesday, 30 March

Expected Effective Date of the Amalgamation (see note 2)                                  Thursday, 31 March

Finalisation announcement expected to be announced on SENS on (see                        Friday, 1 April
note 2)

Record Date for the Sycom Interim Distribution                                            Friday, 1 April

Expected Effective Date of the Scheme (see note 2)                                        Friday, 1 April

Finalisation announcement expected to be announced in the press on                        Monday, 4 April

Payment date in respect of the Sycom Interim Distribution                                 Monday, 4 April

Expected last date to trade in Sycom Units in order to appear on the Sycom                Friday, 8 April
Register on the Payment Record Date

Sycom Units are expected to be suspended from the JSE with effect from                    Monday, 11 April
commencement of trade on
                                                                                                      
Growthpoint Consideration Shares are expected to commence trading on the                  Monday, 11 April
JSE under share code GRT and ISIN ZAE000179420 with effect from
commencement of trade on

Expected Payment Record Date                                                              Friday, 15 April

Expected Implementation Date                                                              Monday, 18 April

Expected date on which statements of allocation will be posted to Certificated            Monday, 18 April
Sycom Unitholders that do not have a CSDP or Broker account or have not
surrendered their Documents of Title in the required manner by 12:00 on the day
prior to the Payment Record Date

Expected date for the accounts of Dematerialised Sycom Unitholders to be                  Monday, 18 April
updated with Growthpoint Consideration Shares at the CSDP or Broker

Sycom’s listing on the JSE is expected to be terminated with effect from the              Tuesday, 19 April
commencement of trade on or about (note 2)

Expected date of payment of the Sycom Final Distribution                                  by no later than 30 June

Notes:
    1.   All times given in this announcement are local times in South Africa.
    2.   The above dates and times are indicative, are subject to change and are based on the assumption that
         all Amalgamation Conditions and Scheme Conditions are fulfilled and/or waived on/before 31 March
         2016 and 1 April 2016 respectively. Failing which, the Implementation Date will be moved out
         accordingly. Any material changes will be announced in the press and on SENS.
    3.   If either or both of the Meetings is adjourned or postponed, Forms of Proxy submitted for the initial
         General Meeting and/or Scheme Meeting (as appropriate) will remain valid in respect of any
         adjournment or postponement of the General Meeting and/or Scheme Meeting (as appropriate).
    4.   Unit certificates may not be Dematerialised or Rematerialised after the last date to trade in Sycom
         Units which is expected to be Friday, 8 April 2016.
    5.   If the Transaction is implemented, Sycom will be wound-up in due course.

11. Independent Committee responsibility statement
    The Independent Committee accepts responsibility for the information contained in this
    announcement which relates to Sycom in connection with the Transaction and confirms that, to
    the best of its knowledge and belief, such information is true and the announcement does not
    omit anything likely to affect the importance of such information.

12. Growthpoint board responsibility statement
    The Growthpoint Board accepts responsibility for the information contained in this
    announcement which relates to Growthpoint in connection with the Transaction and confirms
    that, to the best of its knowledge and belief, such information is true and the announcement does
    not omit anything likely to affect the importance of such information.

13. Acucap board responsibility statement
    The board of directors of Acucap accepts responsibility for the information contained in this
    announcement which relates to Acucap in connection with the Transaction and confirms that, to
    the best of its knowledge and belief, such information is true and the announcement does not
    omit anything likely to affect the importance of such information.
                                                                                                            
14. SPFM board responsibility statement
    The board of directors of SPFM accepts responsibility for the information contained in this
    announcement which relates to Sycom in connection with the Transaction and confirms that, to
    the best of its knowledge and belief, such information is true and the announcement does not
    omit anything likely to affect the importance of such information.


Johannesburg

8 February 2016



  Sole Corporate Advisor to Growthpoint         Sole Transaction Sponsor to Growthpoint
               and Sycom                                 and Sponsor to Sycom

                  Questco                                       Questco


          Investment Bank and                      Independent Reporting Accountants
         Sponsor to Growthpoint


                  Investec Bank                                    KPMG

                                                          Legal and Tax Advisor


           Independent Expert
                                                                Cliffe Dekker

                 PSG Capital




                                                                                             

Date: 08/02/2016 02:52:00 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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