| Thu 12 Apr 2007, 13:27 | | SRL/SAC - SA Retail/SA Corporate - Revised salient |
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SAC SRL
SAC SRL
SRL/SAC - SA Retail/SA Corporate - Revised salient dates and times and
extended table of entitlements in respect of the offer
SA Retail Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/025764/06)
Share Code: SRL & ISIN Code: ZAE000034328
("SA Retail")
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")
Revised salient dates and times and extended table of entitlements in respect
of the offer by SA Corporate to SA Retail linked unitholders (the
"Offer")
1. Introduction
SA Retail linked unitholders are referred to the announcements dated 16
January 2007, 14 March 2007 and 28 March 2007 which set out details of
the Offer by SA Corporate to acquire all the SA Retail linked units in
issue.
SA Corporate has offered to acquire all of the SA Retail linked units held by
the SA Retail linked unitholders, for the 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 proposed transaction will be implemented by way of an offer in terms of
section 440A of the Companies Act, No.61 of 1973, as amended (the
"Companies Act").
Should the Offer be accepted by SA Retail linked unitholders holding not less
than nine-tenths of the SA Retail linked units in issue and whose votes
will be considered eligible in terms of the SRP Code for purposes of
invoking section 440K of the Companies Act, it is the intention of SA
Corporate to exercise its entitlement to compulsorily acquire the
remaining SA Retail linked units in issue in terms of section 440K of
the Companies Act.
Should SA Corporate elect to exercise its entitlement in terms of section
440K of the Companies Act, SA Retail will become a wholly-owned
subsidiary of SA Corporate and the listing of the SA Retail linked
units on the JSE will be terminated.
2. Conditions precedent
The Offer was conditional inter alia upon obtaining the requisite SA
Corporate unitholders approval for the Offer, which approval, at the
date hereof, has been obtained.
The Offer remains conditional upon the fulfilment of the following suspensive
conditions:
- 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. At the last practicable date, SA
Corporate had secured irrevocable acceptances of the unit offer from SA
Retail linked unitholders holding in excess of 97% of the linked units
in issue; and
- obtaining the requisite approvals from the competition authorities.
3. Revised salient dates and times of the Offer
Due to a delay in the fulfillment of the suspensive conditions the revised
expected dates and times pertaining to the Offer are set out below:
2007
Circular posted to SA Retail linked Wednesday, 28 March
unitholders on
Opening date of the Offer at 09:00 on Wednesday, 28 March
Last day to trade in order for SA Retail Wednesday, 25 April
linked unitholders to participate in the
Offer on
SA Retail linked units trade ex the right Thursday, 26 April
to participate in the Offer on
Record date on which SA Retail linked Friday, 4 May
unitholders must be recorded in the
register in order to participate in the
Offer on
Closing date of the Offer at 12:00 on Friday, 4 May
Results of the Offer announced on SENS on Monday, 7 May
Results of the Offer published in the South Tuesday, 8 May
African press on
Offer consideration posted to or credited Within seven days of the
to the accounts of offer participants who Offer being accepted and
have not dematerialised their SA Retail becoming unconditional
linked units
Offer consideration credited to the CSDP or Within seven days of the
broker, as the case may be, of offer Offer being accepted and
participants who have dematerialised their becoming unconditional
SA Retail linked units and whose acceptance subject to receipt of
has been received by the transfer notification by the transfer
secretaries secretaries
Notes:
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.
2. No dematerialisation or rematerialisation of SA Retail linked units
will take place between Thursday, 26 April 2007 and Friday, 4 May 2007,
both days inclusive.
3. All times indicated above are South African times.
4 Extended table on entitlement
The offer consideration (including the interest consideration) to which an SA
Retail linked unitholder is entitled to, on acceptance of the cash
consideration of the offer is set out below:
Date of payment of Cash
the offer consideration
consideration received per
SA Retail
linked unit
(cents)
18-Apr-07 1,102
19-Apr-07 1,102
20-Apr-07 1,102
21-Apr-07 1,103
22-Apr-07 1,103
23-Apr-07 1,103
24-Apr-07 1,103
25-Apr-07 1,104
26-Apr-07 1,104
27-Apr-07 1,104
28-Apr-07 1,104
29-Apr-07 1,105
30-Apr-07 1,105
01-May-07* 1,105
02-May-07* 1,106
03-May-07* 1,106
04-May-07* 1,106
05-May-07* 1,107
06-May-07* 1,107
07-May-07* 1,107
08-May-07* 1,108
09-May-07* 1,108
10-May-07* 1,108
11-May-07* 1,109
* Prime rate of Interest used to calculate cash consideration = 12.5%
5. Circular regarding the Offer
A circular, providing information on the Offer and incorporating a form of
acceptance, surrender and transfer was posted to SA Retail linked
unitholders on Wednesday, 28 March 2007.
The circular is available in English only, and copies may be obtained from
the registered offices of SA Retail and Nedbank Capital.
Durban
12 April 2007
Investment bank and sponsor to SA Corporate
Nedbank Capital
Attorneys to SA Corporate
Jowell Glynn & Marais
Sponsor to SA Retail
Exchange Sponsors
Date: 12/04/2007 13:27:38 Produced by the JSE SENS Department.
