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

Release Date: 12/12/2017 11:41
Code(s): REB REA     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 
JSE share code: REA ISIN: ZAE000240552 
(Approved as a REIT by the JSE) 
(“Rebosis” or “the Company”)  
 

 
CLAW?BACK OFFER DECLARATION AND FINALISATION ANNOUNCEMENT 
 
    
1. INTRODUCTION 

    1.1. The Transaction 

         The transaction, whereby Rebosis acquired sole ownership of the companies described as 
         Baywest, Forest Hill, Billion Asset Managers and Billion Property Services (the “Transaction”) 
         was implemented with commercial effect from Thursday, 1 September 2016. 

         The aggregate transaction consideration payable by the Company to acquire the entire issued 
         share capital of Baywest, Forest Hill, Billion Asset Managers and Billion Property Services was an 
         amount of R4.9 billion (the “Aggregate Transaction Amount”). 

         R3.7 billion of the Aggregate Transaction Amount was funded through debt with the 
         approximate balance of R1.2 billion being payable in cash. 

         In terms of the Transaction, the balance payable in cash was to be funded through a series of 
         claw-back offers which will be effectively underwritten through the subscription by Billion 
         Group Proprietary Limited (“Billion”), Abacus Holdings Proprietary Limited (“Abacus”) and 
         Nedbank Investment Bank, a division of Nedbank Limited (“Nedbank”) in terms of the claw-
         back offer agreement (“Claw-Back Agreement”).  

    1.2. Initial Claw-Back Offer 

        The first in the series of claw-back offers (“Initial Claw-Back Offer”) took place in 2016, in 
        accordance with the Claw-Back Agreement, raising cash proceeds of R533.8 million from Rebosis 
        shareholders, by way of a fully subscribed claw-back offer at a price of R10.71. The proceeds 
        received from Initial Claw-Back Offer were used to discharge the applicable payment obligations 
        to Billion and Nedbank under the Transaction. 

    1.3. Second Claw-Back Offer 

         In terms of the Transaction, an amount of R350.0 million (“Second Cash Transaction Amount”), 
        being a portion of the Aggregate Transaction Amount, is payable in cash to Billion, Nedbank and 
        Abacus (collectively, the “Subscribers”) on Monday, 15 January  (“Second Payment Date”).  
        In terms of the Claw-Back Agreement the Second Cash Transaction Amount will be funded by 
        way of a claw-back offer to Rebosis shareholders, at a price of R11.30 per share (“Second Claw-
        Back Offer”).  

        The effect of the Claw-Back Agreement is that Rebosis’ applicable payment obligations to the 
        Subscribers under the Transaction are discharged on the Second Payment Date, and that, 
        depending on the uptake of the Second Claw-Back Offer by shareholders, the Subscribers will 
        receive the cash proceeds of the Second Claw-Back Offer/and or be issued with Rebosis shares. 
        Billion, Nedbank and Abacus will therefore be issued with up to 20 535 422, 3 800 861 and 6 637 
        167 Rebosis shares respectively, at a price of R11.30 per share. 
         

2. RATIONALE 

    The Claw-Back Offer enables Rebosis to raise equity funding to fund the payment of the Second 
    Cash Transaction Amount. 
 

3. TERMS OF THE CLAW-BACK OFFER 

    3.1. In terms of the Second Claw-Back Offer, a total of 30 973 451 ordinary shares (“Claw-Back Offer 
         Shares”) will be offered to Rebosis shareholders at a price of R11.30 per Claw-Back Offer Share, 
         to raise an amount of R350.0 million, in the ratio of 4.82215 Claw-Back Offer Shares for every 
         100 ordinary shares held (“Entitlement”) on the record date for the Second Claw-Back Offer, 
         being Friday, 22 December . 
 
    3.2. The Second Claw-Back Offer will not include the right for shareholders to apply for excess Claw-
         Back Offer Shares.  
 
    3.3. 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: 
          3.3.1.    is less than one-half of a claw-back offer share, will be rounded down to the nearest 
                    whole number; and 
          3.3.2.    is equal to or greater than one-half of a claw-back share but less than a whole claw-
                    back 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 on or about Tuesday, 
         19 December . 
          
    4.2. The Letters of Allocation are negotiable and will be listed on the JSE under the share code REBN 
         and ISIN ZAE000252474.  
5. JURISDICTION 
 
   5.1. The Second Claw-Back Offer shall be governed by and be subject to the laws of South Africa. 
        The Second 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 Second Claw?
        Back Offer that may affect them. 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 Second 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 Second 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 Second Claw Back Offer does not constitute an offer of 
        any securities for sale in the United States or to United States persons. 
 
   5.3. The Second Claw-Back Offer 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 Second 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 Second 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  

                                                                                                     2017
  Circular together with form of instruction published on the Rebosis 
  website                                                                            Tuesday, 19 December 
  Circular and form of instruction distributed to certificated 
  shareholders                                                                       Tuesday, 19 December 
  Last day to trade in Rebosis Shares in order to participate in the 
  Second Claw-Back Offer                                                             Tuesday, 19 December 
  Listing and trading of Letters of Allocation on the JSE under JSE 
  code: REBN and ISIN: ZAE000252474 from the commencement of                       
  trade on                                                                         Wednesday, 20 December 
  Rebosis Shares commence trading on the JSE ex Entitlement                        Wednesday, 20 December 
  Record date to participate in the Second Claw-Back Offer (Initial 
  Record Date)                                                                        Friday, 22 December
  Dematerialised shareholders will have their accounts at their CSDP                   
  or broker credited with Letters of Allocation at 09:00                           Wednesday, 27 December  
  Certificated shareholders on the register will have the Letters of                
  Allocation credited to their accounts held with the transfer                     
  secretaries at 09:00 on                                                          Wednesday, 27 December
  Second Claw-Back Offer opens at 09:00 on                                         Wednesday, 27 December 
  CSDP or broker accounts credited with Entitlements in respect of 
  holders of dematerialised Shares on                                              Wednesday, 27 December 
  Letters of Allocation credited to an electronic account held at the  
  transfer secretaries in respect of holders of certificated shares on             Wednesday, 27 December  
  Circular issued to dematerialised shareholders                                    Thursday, 28 December                             
                                                                                                     2018 
                                                                                    
                                                                                                    
  Last day to trade Letters of Allocation on the JSE                                   Tuesday, 9 January 
  Form of instruction to be lodged at the transfer secretaries by 
  12:00 in respect of certificated shareholders wishing to sell all or                 Tuesday, 9 January 
  part of their Entitlement on                                                      Wednesday, 10 January 
  Listing and trading of the Second Claw-Back Offer Shares 
  commences on the JSE at 09:00 on                                                     Friday, 12 January 
  Payment to be made and forms of instruction to be lodged at the 
  transfer secretaries by 12:00 in respect of certificated shareholders           
  on 
  Second Claw-Back Offer closes at 12:00 on                                            Friday, 12 January 
  Record date for Letters of Allocation (Final Record Date)                            Friday, 12 January 
  Claw-Back Offer Shares issued on                                                     Monday, 15 January 
  Dematerialised shareholders’ accounts updated by their CSDP or 
  broker with Claw-Back Offer Shares to the extent accepted at                         Monday, 15 January 
  09:00 on 
  Share certificates in respect of the Claw-Back Offer Shares posted 
  to certificated shareholders to the extent accepted on                               Monday, 15 January 
  Claw-Back Offer Shares not subscribed for by existing Rebosis 
  shareholders in terms of the Second Claw-Back Offer, issued to the                   Monday, 15 January 
  Subscribers on 
  Results of Second Claw-Back Offer announced on SENS on                               Monday, 15 January 
  Results of Second Claw-Back Offer published in the Press on                         Tuesday, 16 January 
 

Notes: 

1. All dates and times 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. Share certificates may not be dematerialised or rematerialised between Wednesday, 20 December 
   2017 and Friday, 22 December 2017, both days inclusive. 
3. 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 Wednesday, 27 December 2017. 
4. Dematerialised shareholders will have their accounts at their CSDP or Broker credited with the 
   Second 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 Second Claw-Back Offer. 
5. CSDPs effect payment in respect of dematerialised shareholders on a delivery-versus-payment 
   method. 

12 December 2017 

Corporate advisor and sponsor 

Rand Merchant Bank (A division of FirstRand Bank Limited) 

Legal advisor  

Cliffe Dekker Hofmeyr 

Date: 12/12/2017 11:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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