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REBOSIS PROPERTY FUND LIMITED - Claw-back offer declaration and finalisation announcement

Release Date: 22/11/2016 13:23
Code(s): REB     PDF:  
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Claw-back offer declaration and finalisation announcement

REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE share code: REB ISIN: ZAE000201687
(Approved as a REIT by the JSE)
(“Rebosis” or “the company”)


CLAW-BACK OFFER DECLARATION AND FINALISATION ANNOUNCEMENT


1.    INTRODUCTION

      Shareholders are referred to the previous announcements released on SENS, the last of which was released on
      14 October 2016, relating to the proposed transaction in terms of which Rebosis will acquire 100% shareholding in
      Baywest City (Proprietary) Limited, Billion Property Developments (Proprietary) Limited, Billion Asset Managers
      (Proprietary) Limited and Billion Property Services (Proprietary) Limited (“transaction”). In terms of the transaction, the
      amount of R533.8 million, being a portion of the aggregate transaction amount, is payable in cash to Billion Group
      (Proprietary) Limited (“Billion”) and Nedbank Corporate and Investment Bank, a division of Nedbank Limited
      (“Nedbank”) which will be funded by way of a claw-back offer (“claw-back offer”) to Rebosis shareholders
      (“shareholders” or “Rebosis shareholders”) which payment is due on the next business day after the closing date of the
      claw-back offer (“first payment date”).

      In terms of the claw-back agreement entered into between Rebosis, Billion, Abacus Holdings (Proprietary) Limited and
      Nedbank on 12 August 2016, Rebosis will raise an equivalent amount of R533.8 million from shareholders by way of a
      fully subscribed claw-back offer, at a price of R10.71 per ordinary share in Rebosis (“Rebosis share” or “share”). The
      effect of the claw-back agreement is that Rebosis’ applicable payment obligations to Billion and Nedbank under the
      transaction are discharged on the first payment date, and that, depending on the uptake of the claw-back offer by
      shareholders, Billion and Nedbank will receive the cash proceeds of the claw-back offer/and or be issued with Rebosis
      shares. Billion and Nedbank will therefore be issued with up to 41 820 205 and 8 020 491 Rebosis shares respectively, at a
      price of R10.71 per share.

      To the extent that Rebosis shareholders take up shares in terms of the claw-back offer, resulting in Billion and Nedbank
      receiving any cash proceeds, Rebosis may elect to require that Billion reinvests all or a portion of such cash proceeds by
      way of a subscription for further shares in Rebosis, subject to a cap of 80% of such cash proceeds received. The
      subscription price will be at the same price at which the claw-back offer is undertaken.

2.    RATIONALE

      The mechanism of the claw-back offer enables Rebosis to pursue its acquisitive growth strategy without increasing current
      gearing levels or diluting existing shareholders.

      Further, the claw-back offer provides shareholders with an equal opportunity to participate in the recapitalisation of the
      company at attractive pricing being a 4.80% discount to the 5 day volume weighted average price, up to and including the
      last practical date, of R11.25.

3.    TERMS OF THE CLAW-BACK OFFER

      3.1.     In terms of the claw-back offer, a total of 49 840 696 shares (“claw-back offer shares”) will be offered to
               Rebosis shareholders at a price of R10.71 per claw-back offer share, to raise an amount of R533.8 million, in the
               ratio of 9.15435 claw-back shares for every 100 shares held (“entitlement”) on the record date of the claw-back
               offer, being Friday, 2 December 2016.

      3.2.     The claw-back offer shares will, upon allotment and issue, rank pari passu with all other existing Rebosis shares
               in issue.

      3.3.     The claw-back offer will not include the right for shareholders to apply for excess claw-back offer shares.

      3.4.     The allocation of claw-back offer shares will be such that shareholders will not be allocated a fraction of a claw-
               back offer share and as such any entitlement to receive a fraction of a claw-back offer share which:
               3.4.1.         is less than one-half of a claw-back offer share, will be rounded down to the nearest whole number;
                              and
               3.4.2.         is equal to or greater than one-half of a claw-back offer share but less than a whole claw-back offer
                              share, will be rounded up to the nearest whole number.

4.    CLAW-BACK OFFER CIRCULAR

      4.1.     A circular containing full details of the claw-back offer and incorporating a form of instruction in respect of a
               letter of allocation reflecting the entitlement of Rebosis shareholders to the claw-back offer shares (“letter of
               allocation”), will be posted to shareholders in due course (“circular”). A copy of the circular will be available on
               Rebosis’ website (www.rebosis.co.za) from Tuesday, 29 November 2016.

      4.2.     The letters of allocation are negotiable and will be listed on the JSE under the share code REBN and
               ISIN ZAE000230637. The claw-back offer shares cannot be traded before such shares are listed on the JSE.

      4.3.     Shareholders are referred to the circular for the procedures for acceptance, sale or renunciation of their entitlement
               to the claw-back offer shares.

5.    JURISDICTION

      5.1.     All transactions arising from the provisions of the circular and the form of instruction shall be governed by and be
               subject to the laws of South Africa. The claw-back offer may be affected by the laws of the relevant jurisdictions
               of foreign shareholders. Such foreign shareholders should inform themselves about and observe any applicable
               legal requirements of such jurisdictions in relation to all aspects of the circular that may affect them, including the
               claw-back offer. It is the responsibility of any foreign shareholder to satisfy himself/herself as to the full
               observation of the laws and regulatory requirements of the relevant jurisdiction in connection with the claw-back
               offer, including obtaining 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 requisite payments due in such jurisdiction. The claw-back offer is further subject to any other
               applicable laws and regulations, including the Exchange Control Regulations. Any foreign shareholder who is in
               doubt as to his/her position, including without limitation his/her tax status, should consult an appropriate
               independent professional advisor in the relevant jurisdiction without delay.

      5.2.     The claw-back offer shares have not been and will not be registered under the Securities Act of the United States
               of America (“Securities Act”). Accordingly, the claw-back offer shares may not be offered, sold, resold,
               delivered or transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of,
               United States persons, except pursuant to exemptions from the Securities Act. The circular and the accompanying
               documents are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United
               States. The circular does not constitute an offer of any securities for sale in the United States or to United States
               persons.

      5.3.     The claw-back offer contained in the circular does not constitute an offer in the District of Columbia, the United
               States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other jurisdiction in which, or
               to any person to whom, it would not be lawful to make such an offer. Non-qualifying shareholders should consult
               their professional advisors to determine whether any governmental or other consents are required or other
               formalities need to be observed to allow them to take up the claw-back offer, or trade their entitlement.
               Shareholders holding claw-back offer shares on behalf of persons who are non-qualifying shareholders are
               responsible for ensuring that taking up the claw-back offer, or trading in their entitlements under that offer, do not
               breach regulation in the relevant overseas jurisdictions.

6.    SALIENT DATES AND TIMES

                                                                                                                              2016

      Last day to trade in Rebosis shares in order to be eligible to participate                              Tuesday, 29 November
      in the claw-back offer on

      Rebosis shares trade ex the claw-back offer from commencement of                                      Wednesday, 30 November
      trade on

      Listing and trading of letters of allocation on the JSE under the JSE                                 Wednesday, 30 November
      code: “REBN” and ISIN: ZAE000230637 from commencement of
      trade on

      Circular posted to certificated Rebosis shareholders together with the                                  Thursday, 1 December
      form of instruction on

      Record date to participate in the claw-back offer (initial record date)                                   Friday, 2 December

      Claw-back offer opens at 09:00 on                                                                         Monday, 5 December

      CSDP or broker accounts credited with entitlements in respect of                                          Monday, 5 December
      holders of dematerialised shares on

      Letters of allocation credited to an electronic account held at the                                       Monday, 5 December
      transfer secretaries in respect of holders of certificated shares on

      Circular issued to dematerialised shareholders                                                           Tuesday, 6 December

      Last day to trade letters of allocation on the JSE on                                                    Monday, 12 December

      Form of instruction to be lodged at the transfer secretaries by 12:00 in                                 Monday, 12 December
      respect of certificated shareholders wishing to sell all or part of their
      entitlement

      Listing and trading of the claw-back offer shares commences on the                                      Tuesday, 13 December
      JSE at 09:00 on

      Payment to be made and forms of instruction to be lodged at the                                        Thursday, 15 December
      transfer secretaries by 12:00 in respect of certificated shareholders on

      Claw-back offer closes at 12:00 on                                                                     Thursday, 15 December

      Record date for letters of allocation (final record date)                                              Thursday, 15 December

      Dematerialised shareholders’ accounts updated by their CSDP or                                           Monday, 19 December
      broker with claw-back offer shares to the extent accepted on

      Share certificates in respect of the claw-back offer shares posted to                                    Monday, 19 December
      certificated shareholders to the extent accepted on

      Claw-back offer shares not subscribed for by existing Rebosis                                            Monday, 19 December
      shareholders in terms of the claw-back offer, issued to Billion and
      Nedbank on

      Results of claw-back offer announced on SENS on                                                          Monday, 19 December

      Results of claw-back offer announced in the press on                                                    Tuesday, 20 December

      Notes:
      1.     All dates and times in the circular are local dates and times in South Africa. The above dates and times are subject to change. Any changes will
             be released on SENS and published in the press.
      2.     Rebosis shareholders are referred to the circular for information on the action required to be taken by them.
      3.     Share certificates may not be dematerialised or rematerialised between Wednesday, 30 November 2016 and Friday, 2 December 2016, both days
             inclusive.
      4.     Dematerialised shareholders will have their accounts at their CSDP or broker credited with their entitlements and certificated shareholders will
             have their entitlements generated in electronic form and held at the transfer secretaries on Monday, 5 December 2016.
      5.     Dematerialised shareholders will have their accounts at their CSDP or broker credited with the claw-back offer shares to the extent to which they
             have accepted the claw-back offer. Share certificates will be posted, by registered post at the shareholder’s risk, to certificated shareholders to the
             extent to which they have accepted the claw-back offer.
      6.     CSDPs effect payment in respect of dematerialised shareholders on a delivery-versus-payment method.

22 November 2016

Corporate advisor and sponsor
Java Capital

Legal advisor
Cliffe Dekker Hofmeyr

Corporate advisor and investment bank
Nedbank

Date: 22/11/2016 01:23:00 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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