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SAC SRL
SAC SRL
SRL/SAC - SA Retail - SA Corporate - Section 440K(1) Circular To Remaining
SA Retail Linked Unitholders And Salient Dates And
Times Relating To The Invocation Of Section 440K(1)
Of The Companies Act
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")
Section 440K(1) circular to remaining SA Retail linked unitholders and
salient dates and times relating to the invocation of section 440K(1) of
the Companies Act
1. Introduction
SA Retail linked unitholders are referred to the announcement dated
Thursday, 19 April 2007 informing SA Retail linked unitholders that
the offer by SA Corporate to acquire all the SA Retail linked units in
issue ("the Offer") had become unconditional.
2. Results of the Offer and invocation of section 440K(1) of the
Companies Act
Further to the above, at 12:00 on Friday, 4 May 2007, the closing date
of the Offer, SA Corporate had received acceptances from SA Retail
linked unitholders in respect of 260 401 722 SA Retail linked units
equating to 99.79% of the SA Retail linked units in issue.
Accordingly, SA Corporate hereby exercises its entitlement to
compulsorily acquire the SA Retail linked units it did not acquire
through the Offer ("the remaining SA Retail linked units") in terms of
section 440K of the Companies Act, No. 61 of 1973, as amended ("the
Companies Act"). Section 440K of the Companies Act allows an offeror
to compulsorily acquire the interests of minorities once it has
received acceptances for not less than nine-tenths of a class of
securities in issue.
3. Section 440K(1) circular to SA Retail linked unitholders
A circular incorporating a notice in terms of section 440K(1) of the
Companies Act and a form of surrender and transfer has been posted to
the remaining SA Retail linked unitholders today.
4. Suspension and termination of the listing of SA Retail linked units on
the JSE
SA Retail linked units will be suspended from the list of the JSE
Limited ("JSE") with effect from the commencement of trade on Monday,
14 May 2007.
The listing of SA Retail linked units on the JSE will be terminated
with effect from the commencement of trade on Friday, 29 June 2007,
unless an application is made to the High Court of South Africa ("the
Court") to prevent the compulsory acquisition of the remaining SA
Retail linked units and the Court orders that SA Corporate shall not
be entitled to invoke the compulsory acquisition or the Court imposes
conditions of acquisition different from those in the initial offer
circular, dated Wednesday, 28 March 2007.
5. Payment of the Offer consideration
In terms of the Section 440K(1) circular, the holders of the remaining
SA Retail linked units ("remaining SA Retail linked unitholders") can
elect the following Offer considerations in respect of their SA Retail
linked units:
- 3.05 (three point zero five) new SA Corporate units for every 1
(one) SA Retail linked unit held, rounded to the nearest whole
number ("SA Corporate unit consideration"); or
- a cash consideration of R10.50 (ten Rand and fifty cents) plus an
interest consideration of R0.59 (fifty nine cents) (calculated
until the final payment date of 11 May 2007) for a total cash
consideration of R11.09 (eleven Rand and nine cents) for every 1
(one) SA Retail linked unit held ("cash consideration").
Failing receipt of any such acceptance and elections from the
remaining SA Retail linked unitholders, such remaining SA Retail
linked unitholders will be deemed to have accepted the SA Corporate
unit consideration.
6. Salient dates
2007
Notice given in terms of section Friday, 11 May
440K(1) of the Companies Act on
Listing of SA Retail linked units Monday, 14 May
suspended on the JSE with effect from
the commencement of business on
Last day to apply to the Court in terms Friday, 22 June
of section 440K(1) of the Companies Act
("expiry of the notice") on
Compulsory acquisition of remaining SA Monday, 25 June
Retail linked units becomes effective
on the commencement of business on
Date of payment of the consideration to Within seven days
the remaining SA Retail linked of the later of the
unitholders who have not tendered their expiry of the
SA Retail linked units pursuant to the notice or the
notice of section 440K(1) of the dismissal of any
Companies Act (to be held in safe application to the
custody in a separate account for the Court made in terms
benefit of such remaining certificated of Section 440K(1)
SA Retail linked unitholders) on of the Companies
Act
Termination of listing of SA Retail Friday, 29 June
linked units on the JSE from the
commencement of business on
Notes:
1. The above dates and times are subject to amendment by SA
Corporate. Any such amendment will be released on Securities
Exchange News Service (SENS).
2. No dematerialisation or rematerialisation of SA Retail linked
units can take place after the notice to invoke S440K(1) of the
Companies Act has been announced.
3. All times indicated above are South African times.
Durban
Friday, 11 May 2007
Investment bank and sponsor to SA Corporate
Nedbank Capital
Attorneys to SA Corporate
Jowell Glynn & Marais
Sponsor to SA Retail
Exchange Sponsors
Date: 11/05/2007 13:04:21 Produced by the JSE SENS Department.
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