Wrap Text
Firm Intention from Tradehold API Limited to Acquire a Minimum of 51% of Real Estate Investments Zambia
TRADEHOLD LIMITED
(Registration number: 1970/009054/06)
Incorporated in the Republic of South Africa
JSE Share code: TDH ISIN: ZAE000152658
("Tradehold" or “the Company”)
FIRM INTENTION FROM TRADEHOLD API LIMITED TO ACQUIRE A MINIMUM OF 51%
OF REAL ESTATE INVESTMENTS ZAMBIA
Shareholders are referred to the announcement dated 7 December 2015
and are advised that Tradehold Africa Limited (“Tradehold Africa”), a
wholly owned subsidiary of the Company, acting jointly with African
Property Investments Limited (“APIL”), a Category One Global Business
Company incorporated in the Republic of Mauritius, through an
investment holding company, Tradehold API Limited, owned in equal
proportions by Tradehold Africa and APIL, has made a firm offer to
purchase and/ or subscribe for a minimum of 51% of Real Estate
Investments Zambia Plc, a public company listed on the Lusaka Stock
Exchange (“LuSE”), on a fully diluted basis (the “Offer”).
Due to the relative size of the Offer vis-à-vis the Company’s market
capitalisation, the Offer is not categorisable under the Listings
Requirements of JSE Limited, and is consequently not related to the
further cautionary announcement published by the Company on Wednesday,
13 January 2016. However, for the sake of completeness, shareholders
are referred to the announcement published by REIZ on the LuSE News
Services, the contents of which have been extracted below for the
information of shareholders:”
QUOTE
Further to the announcement published on 8 December 2015, the Board of
REIZ (“Board”) wishes to update shareholders of REIZ (“Shareholders”)
regarding the firm intention to make an offer to purchase and/or
subscribe for a minimum of 51% of REIZ, on a fully diluted basis,
which had been received from Tradehold Africa Limited (“Tradehold
Africa”) and Heriot Properties Proprietary Limited (“Heriot”) acting
jointly.
The Board is now in receipt of an updated firm offer from Tradehold
API Limited (“the Offeror”), a company incorporated in Mauritius and
jointly owned by Tradehold Africa Limited and African Property
Investments Limited (“APIL”) to acquire a minimum of 51% of REIZ on a
fully diluted basis. It should be noted that Heriot Properties is no
longer an Offeror. Heriot will only manage APIL’s properties and
developments in Zambia under property management agreements. APIL is
an experienced property development and management company whose
properties in Zambia include Mukuba Mall in Ndola, Cosmopolitan Mall
in Lusaka and Solwezi City Mall in Solwezi.
In terms of the requirements of the Securities (Takeovers and Mergers)
Rules 1993, this announcement sets out information regarding the
Offer.
Terms of the Offer: Cash consideration of ZMW4.20 per
REIZ share
Identity of Ultimate Offeror Tradehold Africa together with
or controlling shareholder APIL incorporated Tradehold API
of Offeror: Limited (“the Offeror”) in the
Republic of Mauritius. The Offeror
is a jointly- owned investment
company established for the
purpose of making investments in
Southern Africa.
Tradehold Africa is a subsidiary
of Tradehold Limited, a company
listed on JSE Limited with a
market capitalisation of ZAR3.8
billion.
Heriot is a private property
management company which manages
APIL’s properties in South Africa
as well as in Zambia.
APIL is an experienced property
development and management company
with properties in Zambia,
including Mukuba Mall,
Cosmopolitan Mall and Solwezi
City Mall.
The two parts of the Offer Tradehold API Limited offers to
purchase all REIZ ordinary shares
from the company’s shareholders at
the offer price.
In the event that shareholders
holding less than 51% of the
issued ordinary shares in the
company, calculated on a fully
diluted basis, sell shares to the
Offeror, the Offeror offers to
subscribe for so many ordinary
shares in REIZ that, together with
the shares purchased from
shareholders, the Offeror will own
51% of the issued ordinary shares
in REIZ.
Rationale The Offeror wishes to acquire a
controlling share in REIZ in order
for it to assist the current
management team to:
- Restructure the Company’s
balance sheet.
- Streamline the Company’s
operations by internalising the
property and development
management function as far as
possible.
- Add additional expertise to the
Company’s management team and
rejuvenate as well as to expand
REIZ’s portfolio of properties.
Listing of REIZ on LuSE Following the implementation of
the Offer, the Offeror intends for
REIZ to remain listed on the
Lusaka Stock Exchange provided it
is in full compliance with the
requirements of the Listing Rules,
the Companies Act and the
Securities Act.
Details of existing holding of Nil
voting rights in REIZ:
Conditions of the Offer: Acquisition of a minimum of 51% of
the issued share capital of REIZ.
- Regulatory approvals, including
Securities and Exchange
Commission, Lusaka Stock Exchange,
Zambian Competition and Consumer
Protection Commission and
Johannesburg Stock Exchange.
- Any material adverse changes in
the business, assets, financial or
trading position of profits of
REIZ or arising from any change of
law, directive or regulation.
Details of any arrangement in Nil
relation to shares of REIZ
or Tradehold Africa API which is
material to the Offer
The Board has appointed Stockbrokers Zambia Limited to act as
independent financial advisors to REIZ in regard to the Offer.
Stockbrokers Zambia Limited confirms that Tradehold API Limited has
demonstrated sufficient capital resources to successfully implement
the Offer.
The Board is reviewing the Offer and has initiated the appropriate
steps and responses in line with the requirements of the Securities
(Takeovers and Mergers) Rules 1993. This includes the appointment of a
Fair and Reasonable advisor to provide a Fair and Reasonable Opinion
on the Offer.
Shareholders are therefore advised to continue exercising caution when
dealing in their REIZ shares until further information is provided.
UNQUOTE
Cape Town
17 February 2016
Sponsor
Bravura Capital (Pty) Limited
Date: 17/02/2016 09:00:00 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.