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VUKILE PROPERTY FUND LIMITED - Public announcement: Mandatory offer to be made to the shareholders of Atlantic Leaf Properties Limited

Release Date: 20/09/2017 14:42
Code(s): VKE     PDF:  
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Public announcement: Mandatory offer to be made to the shareholders of Atlantic Leaf Properties Limited

VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/027194/06)
JSE share code: VKE NSX share code: VKN
ISIN: ZAE000180865
(Granted REIT status with the JSE)
(“Vukile”)


PUBLIC ANNOUNCEMENT, MANDATORY OFFER TO BE MADE TO THE SHAREHOLDERS OF ATLANTIC LEAF PROPERTIES LIMITED


1.     INTRODUCTION

       Pursuant to Vukile’s participation in an accelerated equity book build undertaken by Atlantic Leaf
       Properties Limited (incorporated in the Republic of Mauritius under Registration number
       119492C1/GBL) (“Atlantic Leaf” or “ALP”) on 13 September 2017 (the “ALP bookbuild”), Vukile
       was allocated 23 152 709 Atlantic Leaf shares (the “ABO subscription shares”) at a subscription
       price of R17,60 per share (GBP1.015). The ABO subscription shares were issued and delivered to
       Vukile, on a delivery-versus-payment basis, on Wednesday, 20 September 2017. Against transfer of
       the ABO subscription shares to Vukile, Vukile’s aggregate shareholding in Atlantic Leaf has
       increased to 65 951 117 ALP shares constituting 34.9% of the enlarged issued share capital of
       Atlantic Leaf. The transfer to Vukile of the ABO subscription shares have accordingly resulted in
       Vukile’s shareholding in Atlantic Leaf exceeding 30% of all voting shares in Atlantic Leaf.

       At the date of this announcement Vukile’s aggregate holding of ALP shares, whether held directly or
       indirectly, comprises in aggregate 65 951 117 ALP shares (constituting 34.9% of the enlarged issued
       share capital of Atlantic Leaf).

2.     MANDATORY OFFER

       The acquisition by Vukile of additional ALP shares as contemplated in paragraph 1 above imposes an
       obligation on Vukile under Rule 33 of the Securities (Takeover) Rules of Mauritius 2010 (the
       “Securities Takeover Rules”) to make a mandatory offer (“the offer”) on all the voting shares in
       Atlantic Leaf not already owned by Vukile (the “offer shares”). The offer will be for a cash
       consideration of R17,60 per ALP share, calculated in accordance with Rule 14(2) of the Securities
       Takeover Rules.

3.     TERMS OF THE OFFER

       The detailed terms of the offer will be incorporated in an offer document (the “offer document”) to
       be filed with the Mauritian Financial Services Commission (“the Commission”) and posted or
       otherwise distributed to Atlantic Leaf shareholders. The salient terms of the offer will include the
       following:

       -    Vukile will offer to purchase all remaining shares in ALP for a cash amount of R17,60 per ALP
            share (the “offer consideration”), calculated in accordance with Rule 14(1) of the Securities
            Takeover Rules;
       -    the offer will be made on an unconditional basis;

       -    in making the offer Vukile is acting as principal and not acting in concert with any other person;

       -    settlement of the offer consideration will be implemented in full in accordance with the terms of
            the offer, without regard to any lien, right of setoff, counterclaim or other analogous right to
            which any person may be entitled;

       -    the offer will not be subject to any conditions that relate to the acceptance of the offer.

     The Board of Vukile confirms that sufficient financial resources are available to it to satisfy the
     acceptance of the offer in full.

4.   ARRANGEMENTS BETWEEN VUKILE AND ATLANTIC LEAF AND/OR ATLANTIC LEAF SHAREHOLDERS

     Save for the undertaking furnished by Vukile to participate in the ALP bookbuild and to apply for not
     less than 24 633 542 ALP shares at ZAR equivalent of £1.015 per ALP share in terms of the ALP
     bookbuild and the corresponding undertaking of Atlantic Leaf to allocate to Vukile, at the price at
     which the ALP bookbuild was closed, the lower of (i) the ZAR equivalent of £23 million and (ii) the
     final purchase consideration payable by APL for the 45.20% of units in LMP Retail Warehouse JV
     Property Unit Trust (anticipated to be approximately £24.24 million), being the underlying acquisition
     in respect of which Atlantic Leaf raised new equity capital under the ALP bookbuild process, no
     agreements exist between Vukile (or any person acting in concert with Vukile) and Atlantic Leaf in
     relation to Atlantic Leaf shares.

     Save for the irrevocable undertakings that Vukile has received from certain Atlantic Leaf shareholders
     (as summarised in paragraph 5 below), no agreement exists between Vukile and any other Atlantic
     Leaf shareholder (or any person acting in concert with Vukile) in relation to ALP shares.

5.   IRREVOCABLE UNDERTAKING FROM ATLANTIC LEAF SHAREHOLDERS

     Vukile has received irrevocable undertakings from shareholders which collectively held at least
     82 295 575 shares prior to the ALP bookbuild (constituting circa 57.7% of ALP’s issued share capital
     prior to the issue of new ALP shares pursuant to the ALP bookbuild) in terms of which such
     shareholders:

     -    undertake not to accept the mandatory offer, whether in part or in whole;

     -    undertake not to sell, dispose or otherwise transfer any of the ALP shares in respect of which
          undertakings have been furnished until the expiry of the mandatory offer;

     -    waive any requirement for Vukile to post any cash confirmation of whatsoever nature in relation
          to the offer to be made in respect of such shareholder’s ALP shares.

     In addition, a further ALP shareholder has furnished written confirmation to Vukile that such ALP
     shareholder does not intend to accept the mandatory offer in respect of the 5 116 269 ALP shares held
     or controlled (directly or indirectly) by such shareholder which constituted circa 3.5% of ALP’s
     issued share capital prior to the issue of new shares pursuant to the ALP bookbuild.
     Having regard to the undertakings, waivers and commitments secured from ALP shareholders (which
     apply to the both the number of ALP shares stated in the relevant undertakings and any other ALP
     shares acquired prior to the closing of the offer), practically the offer may only be accepted in respect
     of circa 24 692 000 ALP shares (comprising circa 13.14% of the enlarged issued share capital of
     ALP).

7.     POSTING OF THE OFFER DOCUMENT

       The offer document will be posted in due course in accordance with the Securities Takeover Rules.
       Atlantic Leaf shareholders will be advised of the posting date of the relevant circulars as well as the
       opening and closing date of the offer by means of announcements on the news service of both the JSE
       and the SEM.

8.     RESPONSIBILITY STATEMENT

       The directors of Vukile:

       -      jointly and severally accept responsibility for the accuracy of the information contained in this
              announcement;

       -      confirm, having made all reasonable enquiries and to the best of their knowledge and belief,
              opinions expressed in the announcement have been arrived at after due and careful
              consideration; and

       -      confirm that there are no other facts omitted from this announcement which omission would
              make any statement in this announcement misleading.

Atlantic Leaf has primary listings on both the Stock Exchange of Mauritius Ltd (“SEM”) and on the Johannesburg 
Stock Exchange Limited (“JSE”).

For further information please contact:

JSE sponsor to Vukile
Java Capital                                                                         +27 11 722 3075


Corporate advisor to Vukile
Java Capital                                                                         +27 11 722 3075


Mauritian lawyers to Vukile
C&A Law                                                                              +230 46 0500


20 September 2017

This notice is issued pursuant to Rule 12(1)(d) of the Securities (Takeover) Rules 2010.

Date: 20/09/2017 02:42:00 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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