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Finalisation announcement relating to the Growthpoint Sycom merger
Sycom Property Fund Growthpoint Properties Acucap Properties Limited
Approved as a REIT by the Limited A wholly-owned Subsidiary of
JSE Approved as a REIT by the Growthpoint
A Collective Investment JSE Incorporated in the Republic of
Scheme in Property Incorporated in the Republic South Africa
Registered in terms of the of South Africa (Registration number
Collective Investment (Registration number 2001/021725/06)
Schemes 1987/004988/06) (“Acucap”)
Control Act, No. 45 of 2002 Share code: GRT
(“CISCA”) ISIN ZAE000179420
Managed by (“Growthpoint”)
Sycom Property Fund
Managers Limited (“SPFM”)
(Registration number
1986/002756/06)
Share code: SYC
ISIN: ZAE000019303
(“Sycom”)
FINALISATION ANNOUNCEMENT RELATING TO THE GROWTHPOINT SYCOM MERGER
1. Introduction
1.1. Sycom unitholders (“Sycom Unitholders”) are referred to the joint announcement released by
Sycom, Acucap and Growthpoint on the stock exchange news service (“SENS”) on
8 February 2016 and the circular dated 12 February 2016 (“the Circular”), in which it was advised
that Growthpoint, Acucap and Sycom had agreed the terms of a transaction in terms of which:
1.1.1. Sycom’s assets are disposed of to the Growthpoint group;
1.1.2. Sycom Unitholders (other than Growthpoint or its subsidiaries) (“Minority Sycom
Unitholders”) become Growthpoint shareholders;
1.1.3. Sycom’s listing on the JSE will thereafter be terminated; and
1.1.4. in due course, Sycom will be wound-up.
1.2. The transaction is to be implemented in terms of the following indivisible and inter-conditional
steps:
1.2.1. Sycom will, subject to the fulfilment of certain conditions precedent, undertake an
internal re-organisation in terms of which it shall transfer all its assets and liabilities to
a wholly-owned subsidiary in consideration for additional shares in that subsidiary (“the
Sycom Restructure”);
1.2.2. Sycom will, immediately thereafter, subject to the fulfilment of certain conditions
precedent, dispose of all of its assets to Acucap, and, in consideration, Acucap will
issue Acucap shares (“Acucap Consideration Shares”) to Sycom in the ratio of 58
Acucap Consideration Shares for every 100 Sycom units in issue. The Acucap
Consideration Shares shall thereafter be transferred as a distribution in specie by
Sycom to Sycom Unitholders, to be held in escrow by SPFM on behalf of Sycom
Unitholders (“the Amalgamation”); and 1
1.2.3. Growthpoint will, subject to the fulfilment of certain conditions precedent, acquire all
Acucap Consideration Shares distributed to Minority Sycom Unitholders (“Scheme
Participants”) pursuant to the Amalgamation, by way of a Scheme of Arrangement in
terms of section 114 of the Companies Act, 2008, as amended, in the ratio of 197
Growthpoint shares (“Growthpoint Consideration Shares”) for every 100 Acucap
Consideration Shares acquired (“the Scheme”).
2. Results of the General Meeting and Scheme Meeting
Unitholders are also referred to the announcement released on SENS on 11 March 2016 wherein
it was advised that the resolutions approving the Amalgamation and the Scheme were passed by
the requisite majority of Sycom Unitholders and Scheme Participants (as applicable) voting at the
General Meeting and Scheme Meeting respectively.
3. Conditions precedent to the Sycom Restructure, the Amalgamation and the Scheme
Sycom Unitholders are hereby advised that, with all conditions precedent to the Sycom Restructure,
the Amalgamation and the Scheme (collectively, “the Transaction”) having been fulfilled, the
Transaction has become unconditional and will be implemented in accordance with the salient
dates and times set out in paragraph 5 below.
4. Sycom final distribution
Sycom will, in due course and by no later than 30 June 2016, pay the final distribution in
respect of the period commencing on 1 January 2016 and ending on 31 March 2016 (“Sycom Final
Distribution”) equal to the distributable income of Sycom in respect of that period, to
Sycom Unitholders registered as such on the Payment Record Date (as defined in paragraph 5 below).
5. Salient dates and times in relation to the implementation of the Transaction
2016
Expected last date to trade in Sycom units in order to appear on the Friday, 8 April
Sycom register on the record date in order to receive the Growthpoint
Consideration Shares
Growthpoint Consideration Shares are expected to commence trading Monday, 11 April
on the JSE under share code GRT and ISIN ZAE000179420 with effect
from commencement of trade on
Sycom units are expected to be suspended from the JSE with effect Monday, 11 April
from commencement of trade on
Record date in order to receive the Growthpoint Consideration Friday, 15 April
Shares (“Payment Record Date”)
Date on which Minority Sycom Unitholders registered as such on Monday, 18 April
the Payment Record Date will receive the Growthpoint
Consideration Share
Expected date on which statements of allocation will be posted to Monday, 18 April
certificated Minority Sycom Unitholders that do not have a CSDP or
broker account or have not surrendered their documents of title in the
required manner by 12:00 on the day prior to the Payment Record Date
Expected date for the accounts of dematerialised Minority Sycom Monday, 18 April
Unitholders to be updated with Growthpoint Consideration Shares at
their CSDP or broker
Sycom’s listing on the JSE is expected to be terminated with effect from Tuesday, 19 April
the commencement of trade on or about
Expected date of payment of the Sycom Final Distribution to Sycom by no later than 30 June
Unitholders registered as such on the Payment Record Date
Notes:
1. All times given in this announcement are local times in South Africa.
2. Unit certificates may not be dematerialised or rematerialised after the last date to trade in
Sycom Units which is expected to be Friday, 8 April 2016.
Sandton
1 April 2016
Sole Corporate Advisor to Growthpoint Sole Transaction Sponsor to Growthpoint
and Sycom and Sponsor to Sycom
Questco Questco
Investment Bank and Legal and Tax Advisor
Sponsor to Growthpoint
Investec Bank Cliffe Dekker
3
Date: 01/04/2016 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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