SYCOM PROPERTY FUND - Finalisation announcement relating to the Growthpoint Sycom merger

Release Date: 01/04/2016 10:30
Code(s): SYC GRT
 
Wrap Text
Finalisation announcement relating to the Growthpoint Sycom merger

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

FINALISATION ANNOUNCEMENT RELATING TO THE GROWTHPOINT SYCOM MERGER

1. Introduction

1.1. Sycom unitholders (“Sycom Unitholders”) are referred to the joint announcement released by
     Sycom, Acucap and Growthpoint on the stock exchange news service (“SENS”) on
     8 February 2016 and the circular dated 12 February 2016 (“the Circular”), in which it was advised
     that Growthpoint, Acucap and Sycom had agreed the terms of a transaction in terms of which:
        1.1.1.   Sycom’s assets are disposed of to the Growthpoint group;
        1.1.2.   Sycom Unitholders (other than Growthpoint or its subsidiaries) (“Minority Sycom
                 Unitholders”) become Growthpoint shareholders;
        1.1.3.   Sycom’s listing on the JSE will thereafter be terminated; and
        1.1.4.   in due course, Sycom will be wound-up.

1.2. The transaction is to be implemented in terms of the following indivisible and inter-conditional
     steps:
        1.2.1.   Sycom will, subject to the fulfilment 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 in consideration for additional shares in that subsidiary (“the
                 Sycom Restructure”);
        1.2.2.   Sycom will, immediately thereafter, subject to the fulfilment of certain conditions
                 precedent, dispose of all of its assets 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                                                                                                          1
        1.2.3.   Growthpoint will, subject to the fulfilment of certain conditions precedent, acquire all
                 Acucap Consideration Shares distributed 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, as amended, in the ratio of 197
                 Growthpoint shares (“Growthpoint Consideration Shares”) for every 100 Acucap
                 Consideration Shares acquired (“the Scheme”).

2. Results of the General Meeting and Scheme Meeting
   
   Unitholders are also referred to the announcement released on SENS on 11 March 2016 wherein
   it was advised that the resolutions approving the Amalgamation and the Scheme were passed by
   the requisite majority of Sycom Unitholders and Scheme Participants (as applicable) voting at the
   General Meeting and Scheme Meeting respectively.

3. Conditions precedent to the Sycom Restructure, the Amalgamation and the Scheme

   Sycom Unitholders are hereby advised that, with all conditions precedent to the Sycom Restructure,
   the Amalgamation and the Scheme (collectively, “the Transaction”) having been fulfilled, the
   Transaction has become unconditional and will be implemented in accordance with the salient
   dates and times set out in paragraph 5 below.

4. Sycom final distribution

   Sycom will, in due course and by no later than 30 June 2016, pay the final distribution in
   respect of the period commencing on 1 January 2016 and ending on 31 March 2016 (“Sycom Final
   Distribution”) equal to the distributable income of Sycom in respect of that period, to
   Sycom Unitholders registered as such on the Payment Record Date (as defined in paragraph 5 below).

5. Salient dates and times in relation to the implementation of the Transaction

                                                                                                 2016

      Expected last date to trade in Sycom units in order to appear on the                 Friday, 8 April
      Sycom register on the record date in order to receive the Growthpoint
      Consideration Shares

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

      Sycom units are expected to be suspended from the JSE with effect                    Monday, 11 April
      from commencement of trade on

      Record date in order to receive the Growthpoint Consideration                        Friday, 15 April
      Shares (“Payment Record Date”)

      Date on which Minority Sycom Unitholders registered as such on                       Monday, 18 April
      the Payment Record Date will receive the Growthpoint
      Consideration Share

      Expected date on which statements of allocation will be posted to                    Monday, 18 April
      certificated Minority 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 Minority Sycom                     Monday, 18 April
      Unitholders to be updated with Growthpoint Consideration Shares at
      their CSDP or broker

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

      Expected date of payment of the Sycom Final Distribution to Sycom                   by no later than 30 June
      Unitholders registered as such on the Payment Record Date                                     


    Notes:

    1. All times given in this announcement are local times in South Africa.
    2. 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.



Sandton
1 April 2016



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

Questco                                                     Questco


Investment Bank and                                         Legal and Tax Advisor
Sponsor to Growthpoint

Investec Bank                                               Cliffe Dekker




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Date: 01/04/2016 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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