| Wed 28 Mar 2007, 17:02 | | SAC - SA Corporate - Further information regarding |
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SAC SRL
SAC SRL
SAC - SA Corporate - Further information regarding the offer and withdrawal of
cautionary
SA Corporate Real Estate Fund
(formerly Martprop Property Fund)
(Incorporated in the Republic of South Africa)
Share Code: SAC & ISIN Code: ZAE000083614
A Collective Investment Scheme in property registered in terms of the Collective
Investment Schemes Control Act, No. 45 of 2002 and managed by
SA Corporate Real Estate Fund Managers Limited
(formerly Marriott Property Fund Managers Limited) (Registration number
1994/009895/06)
("SA Corporate" or "the Fund")
Further information regarding the offer by SA Corporate to acquire all the SA
Retail Properties Limited ("SA Retail") linked units in issue ("the Offer")
and withdrawal of cautionary announcement
1. Introduction
SA Corporate unitholders are referred to SA Corporate`s announcements released
on the Securities Exchange News Service ("SENS") of the JSE Limited ("JSE")
on Tuesday, 16 January 2007 and Wednesday, 14 March 2007, in terms of which
SA Corporate has offered to acquire all the linked units in issue in SA
Retail ("the Acquisition"), for an Offer Consideration of either:
- 3,05 new SA Corporate units for every 1 SA Retail linked unit held,
rounded to the nearest whole number ("unit offer"); or
- a cash consideration of R10,50 plus the interest consideration
(referred to below) for every 1 SA Retail linked unit held ("cash
offer").
The interest consideration shall be calculated on the cash consideration of
R10,50 per SA Retail linked unit at:
- 9% per annum calculated from 1 October 2006 until the earlier of the
Offer payment date or 30 April 2007 (both days inclusive); and
- the prime rate of interest calculated from 1 May 2007 until date of
payment (both days inclusive), if the Offer has not been implemented
by 30 April 2007.
The acquisition of SA Retail linked units from the linked unitholders is to be
implemented in terms of section 440 of the Companies Act, 1973 (Act 61 of
1973), as amended ("the Act") and the Securities Regulation Code on
Takeovers and Mergers. Unitholders are advised that should SA Corporate
acquire nine-tenths of the SA Retail linked units, under the Offer, it
intends invoking the provisions of section 440K of the Act to acquire the
SA Retail linked units of those linked unitholders who do not accept the
Offer.
2. Conditions of the Acquisition
The Acquisition is subject to the following conditions:
- obtaining the requisite SA Corporate unitholders approval for the
Offer. SA Corporate currently has the support of 55% of its
unitholders;
- SA Corporate procuring acceptances for the Offer from those SA Retail
linked unitholders, holding at least nine-tenths of the SA Retail
linked units in issue and whose vote will be considered eligible by
the Securities Regulation Panel for purposes of invoking section 440K
of the Act. SA Corporate has secured irrevocable acceptances of the
unit offer from SA Retail linked unitholders holding approximately 97%
of the eligible linked units in issue; and
- obtaining the requisite approvals from all applicable regulatory
authorities.
3. The Sharemax Acquisition
SA Retail will acquire the Sharemax Portfolio of properties comprising 10
properties ("the Sharemax Acquisition"), details of which are set out in
the circular to SA Retail linked unitholders dated 20 March 2007. The
Sharemax Acquisition is conditional upon SA Retail linked unitholder
approval and the placement of the SA Retail consideration linked units,
which placement is conditional upon SA Corporate unitholders approval of
the Acquisition and SA Corporate procuring acceptances from those SA Retail
linked unitholders holding at least nine-tenths of the SA Retail linked
units in issue for which irrevocable undertakings and letters of support
have been received as detailed in paragraph 2 above.
SA Retail linked unitholders comprising approximately 52% of the SA Retail
linked units in issue have provided irrevocable commitments to vote in
favour of the Sharemax Acquisition.
Further to this, the circular referred to in paragraph 8 below and the SA Retail
forecast as set out in paragraph 5 below have been prepared on the basis
that the Sharemax Acquisition has been effected.
4. Salient dates and times of the Acquisition
The salient dates and times pertaining to the Acquisition are set out below:
2007
Circular posted to SA Corporate unitholders on Wednesday, 28 March
Forms of proxy to be received by 10:00 on Tuesday, 10 April
General meeting of SA Corporate unitholders to Thursday, 12 April
be held at 10:00 on
Results of the general meeting of SA Corporate Thursday, 12 April
unitholders released on SENS on
Results of the general meeting SA Corporate Friday, 13 April
unitholders published in the press
Note:
1. The above dates and times are subject to amendment by SA Corporate.
Any such amendment will be released on SENS and published in the South
African press.
5. Forecast and combined aggregated forecast information on SA Corporate and
SA Retail
A summary of the forecast and combined aggregated forecast information on SA
Corporate and SA Retail (including the Sharemax Acquisition) for the 12
months ending 31 December 2007 and 2008, which is the responsibility of the
directors of SA Corporate Real Estate Fund Managers Limited ("SA Corporate
Fund Managers"), is set out below. The forecast information of SA Corporate
has been examined by Deloitte & Touche, the independent reporting
accountants for the SA Corporate portfolio while the forecast information
of SA Retail has been examined by KPMG Inc, the independent reporting
accountants for the SA Retail portfolio. Further details of the bases and
assumptions pertaining to the forecasts and the text of the respective
independent reporting accountants` limited assurance reports are contained
in the circular referred to in paragraph 8 below.
SA Corporate SA Retail Combined (3)
Forecast for Forecast for 8
12 months months ending
ending 31 31 December
December 2007(2)
2007(1)
Weighted EPU (cents) 29.54 28.06 28.83
Weighted HEPU (cents) 30.23 34.34 32.20
Distribution per unit 29.52 33.05 31.55
(cents)
Number of units in 771 804 023 1 048 035 515 1 819 839 538
issue
Weighted number of 764 931 556 703 475 893 1 468 407 449
units in issue
Notes:
1. Based on forecast revenue of R409 082 936, net property income of R308
379 993, net profit after tax of R225 947 603 and uncontracted revenue
of 19% for the 12 months ending 31 December 2007.
2. Based on forecast revenue of R334 622 106, net property income of R262
762 465, net profit after tax of R197 384 563 and uncontracted revenue
of 14% for the 8 months to 31 December 2007.
3. On the basis that the Offer has been effected entirely through the
issue of SA Corporate units with an effective date of 1 May 2007.
SA Corporate SA Retail Combined (3)
Forecast for Forecast for
12 months 12 months
ending 31 ending 31
December December
2008(1) 2008(2)
Weighted EPU (cents) 31.34 30.00 30.57
Weighted HEPU (cents) 30.31 30.65 30.50
Distribution per unit 31.34 30.00 30.57
(cents)
Number of units in 771 804 023 1 048 035 515 1 819 839 538
issue
Weighted number of 771 804 023 1 048 035 515 1 819 839 538
units in issue
Notes:
1. Based on forecast revenue of R405 600 735, net property income of
R300 076 895, net profit after tax of R241 860 760 and
uncontracted revenue of 35% for the 12 months ending 31 December
2008.
2. Based on forecast revenue of R436 536 669, net property income of
R324 842 700, net profit after tax of R314 417 966 and
uncontracted revenue of 31% for the 12 months ending 31 December
2008.
3. On the basis that the Offer has been effected entirely through
the issue of SA Corporate units with an effective date of 1 May
2007.
6. Unaudited pro forma financial effects of the Acquisition
Based on the published consolidated audited balance sheet of SA Corporate at 31
December 2006, the unaudited pro forma financial effects of the Acquisition
on SA Corporate`s net asset value ("NAV") and net tangible asset value
("NTAV") per unit are set out below. This unaudited pro forma financial
information has been prepared for illustrative purposes only and because of
its nature may not give a fair presentation of SA Corporate`s financial
position or of the effect and impact of the Acquisition on SA Corporate.
The preparation of the pro forma financial information is the
responsibility of the directors of SA Corporate Fund Managers.
Per SA Corporate unit Before the After the Percentage
Acquisition Acquisition change
(1) and the %
Sharemax
Acquisition
(2)(3)
NAV (cents) 328 342 4.27
NTAV (cents) 328 304 (7.32)
Units in issue for 725 183 772 1 720 169 354
calculating NAV and
NTAV
Notes:
1. Based on the published audited consolidated balance of SA Corporate as
at 31 December 2006.
2. Based on the last published unaudited interim balance sheet of SA
Retail as at 30 September 2006.
3. Based on the assumption that the Acquisition took place on 31 December
2006 and the Sharemax Acquisition has been effected on 30 September
2006.
7. Related party transaction
The Acquisition is a related party transaction in terms of section 10.1(b)(v) of
the JSE Listings Requirements ("the Listings Requirements") as SA Retail
and SA Corporate have a common asset manager, Old Mutual Property Group
(Proprietary) Limited. Further to this, Deloitte & Touche Corporate Finance
("Deloitte"), acting as independent professional expert to the Board of
Directors of SA Corporate, has considered the terms and conditions of the
Acquisition and is of the opinion that, as at the date of issue of the fair
and reasonable opinion on 20 March 2007, the Acquisition is fair and
reasonable to SA Corporate unitholders. The text of Deloitte`s fair and
reasonable opinion is contained in the circular referred to in paragraph 8
below.
8. Circular regarding the Acquisition
A circular incorporating Revised Listing Particulars (as the Acquisition is a
reverse take-over in terms of the Listings Requirements as more than 100%
of the SA Corporate units currently in issue, will be issued pursuant to
the Acquisition), providing information on the Acquisition, incorporating a
notice of General Meeting and a form of proxy has been posted to SA
Corporate unitholders today, Wednesday, 28 March 2007.
The circular is available in English only and copies may be obtained from the
registered offices of SA Corporate and Nedbank Capital.
9. Withdrawal of cautionary announcement
Further to the above, SA Corporate unitholders need no longer exercise caution
when dealing in SA Corporate units.
Durban
28 March 2007
Investment bank and sponsor to SA Corporate
Nedbank Capital
Corporate law advisers to SA Corporate
Jowell Glyn & Marais
Independent reporting accountants for the SA Retail Portfolio and Sharemax
Portfolio
KPMG
Independent reporting accountants for the SA Corporate Portfolio
Deloitte & Touche
Independent expert
Deloitte & Touche Corporate Finance
Date: 28/03/2007 15:54:22 Produced by the JSE SENS Department.
