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DECLARATION ANNOUNCEMENT AND TERMS OF THE APF RENOUNCEABLE RIGHTS OFFER AND NOTICE OF GENERAL MEETING
ACCELERATE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2005/015057/06
Share Code: APF ISIN: ZAE000185815
("the Company" or "APF")
(Approved as a REIT by the JSE)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE EXTENSION OR
MAKING THE RIGHTS OFFER WOULD BE UNLAWFUL OR IN CONTRAVENTION OF APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR
ANY OTHER JURISDICTION
DECLARATION ANNOUNCEMENT AND TERMS OF THE APF RENOUNCEABLE RIGHTS OFFER
1. INTRODUCTION
1.1 Shareholders of APF ("Shareholders") are referred to the financial results announcement
released on SENS on 18 December 2023 in which they were advised that APF will pursue
a potential rights issue of up to R300,000,000 from Shareholders and/or the underwriter
by way of a fully underwritten renounceable rights offer ("Rights Offer").
1.2 Shareholders are hereby advised that APF intends to proceed with a R200,000,000 fully
underwritten renounceable Rights Offer as contemplated in a Rights Offer circular to be
published on 12 April 2024 ("the Rights Offer Circular").
2. RATIONALE FOR THE RIGHTS OFFER
2.1 The proceeds of the Rights Offer will be utilised to settle existing APF debt as part of a
continuing focus on right sizing the business. The Rights Offer is seen as an important
step in strengthening the financial position of APF and in particular, enabling the
repositioning of Fourways Mall.
2.2 While the APF board has been provided with an authority by Shareholders at the last
annual general meeting to issue shares for cash, such issuances will have the effect of
diluting Shareholders' interests in the Company.
2.3 The APF board therefore resolved, rather than issuing APF shares to a single person, to
give the Shareholders an equal opportunity to subscribe for APF shares, thereby
providing the Shareholders with an opportunity to avoid their dilution. The cash injection
into APF will therefore be facilitated by way of a Rights Offer, allowing all Shareholders
an equal opportunity to follow their pro-rata portion of the issuance.
3. TERMS OF THE RIGHTS OFFER
3.1 The Company will proceed with a Rights Offer in terms of which it will issue 500,000,000
ordinary shares in the authorised share capital of APF ("Rights Offer Shares") for a
subscription price of 40 cents per Rights Offer Share in the ratio of 38,58416 Rights Offer
Shares for every 100 APF shares held at the close of trade on the record date, upon the
terms and conditions set out in the announcement below and the Rights Offer Circular
to follow.
3.2 The subscription price represents a discount of 31.65% to the 30-day volume weighted
average price of the trading price of APF shares on 16 February 2024, being the last
practicable date prior to the finalisation of the Rights Offer Circular.
3.3 Application will be made to the JSE for the listing of the letters of allocation in respect of
the Rights Offer ("Letters of Allocation" or "LA's") and the Rights Offer Shares on the
securities exchange operated by the JSE as follows:
- LA's will be listed from the commencement of business on Wednesday, 22 May
2024 to the close of business on Wednesday, 5 June 2024 under the JSE code: APFN
and ISIN: ZAE000333340; and
- The Rights Offer Shares will be listed with effect from the commencement of
business on Thursday, 6 June 2024.
3.4 The Rights Offer Shares will, upon allotment and issue, rank pari passu with all other APF
Shares of the same class.
3.5 The Rights Offer will not include the right for Shareholders to apply for excess allocation.
3.6 The requisite board approvals have been granted for the Company to proceed with the
Rights Offer.
3.7 The Company will provide Shareholders with further information on SENS and by way of
a finalisation announcement and Rights Offer Circular, in due course.
4. UNDERWRITING AGREEMENT
4.1 In terms of the underwriting agreement ("Underwriting Agreement"), the Company has
received a commitment from K2016336084 (South Africa) Proprietary Limited ("the
Underwriter") to fully underwrite the Rights Offer in respect of all Rights Offer Shares not
taken up by other Shareholders in terms of the Rights Offer.
5. RIGHTS OFFER CIRCULAR AND NOTICE OF GENERAL MEETING
5.1 The Rights Offer Circular, incorporating a notice of general meeting seeking the approvals
of the Shareholder resolutions referred to in paragraph 5.3 below and setting out the full
terms of the Rights Offer and including the form of instruction in respect of the Letters
of Allocation, for use by certificated qualifying Shareholders, will be made available on
APF's website (www.acceleratepf.co.za) and distributed to certificated Shareholders on
Friday, 12 April 2024.
5.2 Notice is hereby given that the general meeting of APF shareholders will be held at 11:00
on Tuesday, 14 May 2024 (the "General Meeting"), at Accelerate Property Fund's
registered office in the main boardroom, Cedar Square Shopping Centre, Management
Office, 2nd Floor, Cnr Willow Avenue and Cedar Road, Fourways, Johannesburg, to
consider, and if deemed fit, passing, with or without modification, the resolutions set out
in the notice of General Meeting forming part of the Rights Offer Circular.
5.3 The Rights Offer are subject to the adoption by Shareholders of resolutions covering,
inter alia, the following:
- authorisation in accordance with the Companies Act, 2008 for the APF board of
directors to issue APF shares with voting power in excess of 30% of the voting
power of APF shares currently in issue, pursuant to the Rights Offer and the
underwrite;
- placing the authorised but unissued shares of the Company under the control of
the directors for the sole purpose of implementing the proposed Rights Offer; and
- the waiver by Shareholders of their right to receive a mandatory offer from the
Underwriter to acquire all their APF shares, which would otherwise be triggered by
the Rights Offer and underwrite if the Underwriter's shareholding in APF were to
reach 35% ("a Mandatory Offer").
APF Shareholders holding 551,859,730 APF shares in total, representing c.62.8% of APF's shares
with voting power on the Mandatory Offer waiver, have irrevocably committed to vote in favour
of the Mandatory Offer waiver resolution in respect of the APF shares they hold at the date of
the General Meeting.
6. IMPORTANT DATES AND TIMES
The salient dates and times of the Rights Offer are as follows:
2024
Publication of declaration date announcement on SENS Friday, 12 April
Rights Offer Circular and form of instruction distributed to certificated Friday, 12 April
Shareholders
Publication of finalisation information by 11:00 Tuesday, 14 May
Last day to trade in APF shares to participate in the Rights Offer Tuesday, 21 May
Listing and trading of Letters of Allocation on the JSE under JSE code: APFN Wednesday, 22 May
and ISIN: ZAE000333340
APF Shares trade 'ex' the Rights Offer entitlement Wednesday, 22 May
Record date for determination of Shareholders entitled to participate in the Friday, 24 May
Rights Offer
Rights Offer opens at 09:00 Monday, 27 May
Dematerialised Shareholders will have their accounts at their CSDP, or Monday, 27 May
broker automatically credited with their Letters of Allocation at 09:00
Certificated Shareholders will have their Entitlement credited to their Monday, 27 May
accounts held with the Transfer Secretaries at 09:00
Rights Offer Circular distributed to dematerialised Shareholders Monday, 27 May
Last day to trade LAs on the JSE Wednesday, 5 June
Certificated Shareholders wanting to sell all or some of their LA's, to lodge Wednesday, 5 June
form of instruction with the Transfer Secretaries by 12:00
Listing of new Rights Offer Shares and trading therein on the JSE commences Thursday, 6 June
Record date for LA's Monday, 10 June
Rights Offer closes Monday, 10 June
Certificated Shareholders wishing to exercise all or some of their Rights Offer Monday, 10 June
rights to lodge payment and Forms of Instruction with the transfer
secretaries by 12:00
Dematerialised Shareholders' accounts updated and debited by CSDP or Tuesday, 11 June
broker (in respect of payment for Rights Offer Shares)
Certificates distributed to dematerialised Shareholders (in respect of the Tuesday, 11 June
Rights Offer Shares)
Publication of results announcement Tuesday, 11 June
Notes:
1. The dates and times set out in this announcement are subject to change with the approval of the JSE,
if required. Any such change will be published on SENS.
2. All times given in this announcement are in South African Standard Time, unless otherwise stated.
3. Shares may not be dematerialised or rematerialised between Wednesday, 22 May 2024 and Friday,
24 May 2024, both days inclusive.
4. Qualifying dematerialised Shareholders are required to notify their duly appointed broker or CSDP of
their acceptance of the Rights Offer in the manner and within the time stipulated in the custody
agreement governing the relationship between the qualifying dematerialised shareholder and
his/her broker or CSDP.
5. The broker or CSDP accounts of qualifying dematerialised Shareholders (or their renouncees or the
purchasers of their Letters of Allocation) will be automatically credited with new shares to the extent
to which they have accepted the Rights Offer. CSDPs effect payment in respect of qualifying
dematerialised Shareholders (or their renouncees or the purchasers of their Letters of Allocation) on
a "delivery versus payment basis".
6. The Rights Offer Shares may only be issued in dematerialised form. Accordingly, qualifying
certificated Shareholders (or their renouncees or the purchasers of their Letters of Allocation) will be
required to open an account with a broker or CSDP (if they do not already have one). Alternatively,
qualifying certificated Shareholders (or their renouncees or the purchasers of their Letters of
Allocation) will be afforded the option to "rematerialise" their Rights Offer Shares and replace them
with a physical document of title ("Document of Title"), provided that such persons have elected as
such on their form of instruction and lodged same with the transfer secretaries on or before 12:00
on Monday, 10 June 2024. The Documents of Title in respect of the Rights Offer Shares (if applicable)
will be posted to such persons, at their own risk, as soon as possible following implementation of the
Rights Offer.
The salient dates and times of the General Meeting are as follows:
2024
Record date for Shareholders to be recorded in the register in order to receive Friday, 5 April
the Rights Offer Circular
Rights Offer Circular containing the notice convening the General Meeting posted Friday, 12 April
to Shareholders on
Notice convening the General Meeting published on SENS on Friday, 12 April
Last day to trade in shares in order to be recorded in the register to vote at the Monday, 29 April
General Meeting on
Record date for Shareholders to be recorded in the register in order to be eligible Friday, 3 May
to vote at the General Meeting
Forms of proxy for the General Meeting, if lodged with the transfer secretaries, to Friday, 10 May
be received by 11:00 on
General Meeting held at 11:00 on Tuesday, 14 May
Results of the General Meeting published on SENS on Tuesday, 14 May
7. FRACTIONAL ENTITLEMENT
7.1 The allocation of the Rights Offer Shares will be such that Shareholders will not be
allocated a fraction of a Rights Offer Share and as such any right to receive a fraction of
a Rights Offer Share which:
- is less than one-half of a Rights Offer Share, will be rounded down to the nearest
whole number; and
- is equal to or greater than one-half of a Rights Offer Share but less than a whole
Rights Offer Share, will be rounded up to the nearest whole number.
8. FOREIGN SHAREHOLDERS
Foreign Shareholders may be affected by the prevailing laws in their relevant jurisdictions in
relation to the Rights Offer. Such foreign Shareholders should inform themselves about and
observe any applicable legal requirements of such jurisdiction in relation to all aspects of this
announcement that may affect them, including the Rights Offer. It is the responsibility of each
foreign Shareholder to satisfy itself as to the full observation of the laws and regulatory
requirements of the relevant foreign jurisdiction in connection with the Rights Offer, including
the obtaining of any governmental, exchange or other consents or the making of any filing which
may be required, the compliance with other necessary formalities and the payment of any issue,
transfer or other taxes or other requisite payments due in such jurisdiction. The Rights Offer is
governed by the laws of South Africa and is subject to applicable laws and regulations, including
South African exchange control regulations.
9. TAX CONSEQUENCES
9.1 Shareholders are advised to consult their professional advisors regarding the tax
consequences of the Rights Offer.
10. FINALISATION ANNOUNCEMENT
10.1 It is anticipated that the finalisation announcement for the Rights Offer will be released
on SENS on Tuesday, 14 May 2024, by 11:00.
Fourways
12 April 2024
Corporate Advisor and Transaction Sponsor: Bravura Capital (Pty) Limited
Date: 12-04-2024 09:00:00
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