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ANP/RDF - Finalisation announcement in respect of the schemes
ANNUITY PROPERTIES LIMITED REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration Number 2011/145994/06) (Registration number 1999/018591/06)
JSE share code: ANP ISIN: ZAE000165643 JSE share code: RDF ISIN: ZAE000143178
(Approved as a REIT by the JSE) (Approved as a REIT by the JSE)
(“Annuity”) (“Redefine”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEMES
1. FULFILMENT OF CONDITIONS PRECEDENT
Holders of linked units of Annuity (“Annuity Linked Unitholders”) are referred to the circular issued
to Annuity Linked Unitholders on 7 April 2014 (the “Circular”) regarding the terms on which:
- Redefine made an offer to acquire all the issued linked units of Annuity (“Annuity Linked
Units”) from Annuity Linked Unitholders by way of one or more indivisibly inter-related schemes
of arrangement (“Schemes”) in terms of sections 114 and 115 of the Companies Act 71 of
2008, as amended; and
- Redefine entered into agreements with the shareholders of Annuity Asset Managers
Proprietary Limited (“Annuity Asset Managers”) and Annuity Property Managers Proprietary
Limited (“Annuity Property Managers”) to acquire all the ordinary shares in and shareholder
claims against Annuity Asset Managers and Annuity Property Managers, on and with effect
from the date of implementation of the Schemes (the "Manco Transaction"),
as one indivisible transaction (collectively, the “Proposed Transaction”).
Annuity Linked Unitholders are further referred to the joint announcement released on the Stock
Exchange News Service of the JSE Limited ("SENS") on 13 May 2014 (“Announcement”) which
advised that all resolutions required for the approval of the Schemes were unanimously passed at
the Annuity general meetings on the same day. Unless defined, terms used in this announcement
shall bear the same meaning as set out in the Circular.
Annuity Linked Unitholders are hereby advised that all the remaining conditions precedent to the
Schemes, as set out in the Announcement, have been fulfilled and, accordingly, the Proposed
Transaction is now unconditional.
2. SCHEME CONSIDERATION
Annuity Linked Unitholders will receive 57.75200 Redefine linked units for every 100 Annuity Linked
Units disposed of pursuant to the Schemes (“Scheme Consideration”). As set out in the Circular, if
the aggregate of the Redefine linked units deliverable to an Annuity Linked Unitholder yields a
fractional result, then the number of Redefine linked units shall be rounded up to the nearest whole
number if the fraction equals 0.5 or more and the number shall be rounded down to the nearest
whole number, if the fraction equals less than 0.5.
Annuity Linked Unitholders are advised that the Scheme Consideration will be issued ex entitlement
to the Redefine income distribution for the six-month period ended 28 February 2014. Annuity Linked
Unitholders will become entitled, pursuant to the Schemes, to the Redefine income distribution from
the periods commencing 1 March 2014.
3. DECLARATION OF SPECIAL DISTRIBUTION
As set out in the Circular, Annuity Linked Unitholders are entitled, pursuant to the Schemes, to a
special cash distribution by Annuity on Annuity Linked Units for the period 1 October 2013 to 28
February 2014 (the “Special Distribution”). Accordingly, notice is hereby given of the declaration of
the Special Distribution number 4 of 19.04500 cents per Annuity Linked Unit. The issued linked unit
capital of Annuity at the declaration date is 236 572 769 linked units.
In accordance with Annuity’s status as a REIT with effect from 1 April 2013, Annuity Linked
Unitholders are advised that the Special Distribution meets the requirements of a ‘qualifying
distribution’ for the purposes of section 25BB of the Income Tax Act, No 58 of 1962 (the “Income
Tax Act”) with the result that:
- qualifying distributions received by resident Annuity Linked Unitholders must be included in the
gross income of such Annuity Linked Unitholders (as a non-exempt dividend in terms of section
10(1)(k)(aa) of the Income Tax Act), with effect that the qualifying distribution is taxable as
income in the hands of the Annuity Linked Unitholder. These qualifying distributions are however
exempt from dividends withholding tax, provided that the resident Annuity Linked Unitholder has
provided the following forms to their broker or CSDP, as the case may be, in respect of
uncertificated linked units, or Annuity, in respect of certificated linked units:
- a declaration that the Special Distribution is exempt from dividend tax; and
- a written undertaking to inform Annuity, their broker or CSDP, as the case may be, should the
circumstances affecting the exemption change or the beneficial owner cease to be the
beneficial owner,
both in the form prescribed by the South African Revenue Service. Annuity Linked Unitholders
are advised to contact Annuity, their broker or CSDP, as the case may be, to arrange for the
abovementioned documents to be submitted prior to payment of the Special Distribution, if such
documents have not already been submitted.
- qualifying distributions received by non-resident Annuity Linked Unitholders will not be taxable as
income and instead will be treated as ordinary dividends but which are exempt in terms of the
usual dividend exemptions per section 10(1)(k) of the Income Tax Act. It should be noted that
until 31 December 2013 qualifying distributions received by non-residents were not subject to
dividends withholding tax. From 1 January 2014, any qualifying distribution will be subject to
dividends withholding tax at 15%, unless the rate is reduced in terms of any applicable agreement
for the avoidance of double taxation (“DTA”) between South Africa and the country of residence
of the Annuity Linked Unitholder. Assuming dividends withholding tax will be withheld at a rate of
15%, the net distribution amount due to non-resident Annuity Linked Unitholders is 16.18825
cents per Annuity Linked Unit. A reduced dividends withholding rate, in terms of the applicable
DTA, may only be relied upon if the non-resident Annuity Linked Unitholder has provided the
following to their broker or CSDP, as the case may be, in respect of uncertificated linked
unitholders, or Annuity, in respect of certificated linked units:
- a declaration that the Special Distribution is subject to a reduced rate as a result of the
application of a DTA; and
- a written undertaking to inform Annuity, their broker or CSDP, as the case may be, should the
circumstances affecting the reduced rate change or the beneficial owner cease to be the
beneficial owner,
both in the form prescribed by the South African Revenue Service. Non-resident Annuity Linked
Unitholders are advised to contact Annuity, their broker or CSDP, as the case may be, to arrange
for the abovementioned documents to be submitted prior to payment of the Special Distribution, if
such documents have not already been submitted, where applicable.
4. SALIENT DATES AND TIMES
The timetable for the finalisation and implementation of the Proposed Transaction, the payment of
the Special Distribution and the termination of Annuity’s listing on the JSE is as follows:
Action 2014
Fulfilment Date Thursday, 5 June
Finalisation announcement released on SENS Thursday, 5 June
Finalisation announcement published in the South African press Friday, 6 June
Last day to trade in Annuity Linked Units in order to be recorded in the
Register on the Scheme Record Date (Scheme Last Day to Trade) Thursday, 12 June
Last day to trade in Annuity Linked Units in order to be recorded in the
Register to receive the Special Distribution Thursday, 12 June
Suspension of listing of Annuity Linked Units on the JSE Friday, 13 June
Scheme Record Date on which Annuity Linked Unitholders must be
recorded in the Register to receive the Scheme Consideration Friday, 20 June
Record date on which Annuity Linked Unitholders must be recorded in
the Register to receive the Special Distribution Friday, 20 June
Operative Date of the Schemes Monday, 23 June
Statements of allocation of Scheme Consideration posted to
Certificated Scheme Participants (provided their Form of Surrender and
Transfer (pink) are received on or prior to 12:00 on the Scheme Record
Date) on or about Monday, 23 June
Dematerialised Scheme Participants to have their accounts with their
broker or CSDP credited with the Scheme Consideration on or about Monday, 23 June
Special Distribution posted to certificated Annuity Linked Unitholders on
or about Monday, 23 June
Dematerialised Annuity Linked Unitholders to have their accounts with
their broker or CSDP credited with the Special Distribution on or about Monday, 23 June
Implementation date of the Manco Transaction Monday, 23 June
Termination of listing of Annuity Linked Units at commencement of
trade on the JSE Tuesday, 24 June
Notes:
1. Annuity Linked Unitholders who hold Annuity Linked Units on the Scheme Last Day to Trade
(Thursday, 12 June 2014) will participate in the Schemes (i.e. dispose of their Annuity Linked
Units to Redefine in accordance with the Schemes for the Scheme Consideration).
2. All times given in this announcement are local times in South Africa.
3. Annuity Linked Units may not be dematerialised or rematerialised after the Scheme Last Day to
Trade.
Illovo
5 June 2014
Lead Investment Bank and Transaction Sponsor to Annuity
Investec Bank Limited
Joint Investment Bank and Transaction Sponsor to Annuity
Sasfin Capital (A division of Sasfin Bank Limited)
Sponsor to Annuity
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Independent Expert to Annuity
Deloitte & Touche
Legal Advisor to Annuity
Edward Nathan Sonnenbergs Inc.
Reporting accountants to Annuity and Redefine
Grant Thornton
Corporate Advisor and Sponsor to Redefine
Java Capital
Legal Advisor to Redefine
DLA Cliffe Dekker Hofmeyr Inc.
Competition Law Advisor to Redefine
Vani Chetty Competition Law
Date: 05/06/2014 12:55:00 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
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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.