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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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