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CBS
CBS
CBS - CBS - Public Investment Corporation - Fulfilment of all the
conditions precedent in respect of the offer by the
Government Employees Pension Fund, as duly represented by
the Public Investment Corporation (the "PIC") to acquire all
the CBS linked units in issue
CBS Property Portfolio Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/009523/06)
Share code: CBS & ISIN: ZAE000073995
("CBS")
Public Investment Corporation
(Incorporated in the Republic of South Africa)
(Registration number 2005/009094/06)
Fulfilment of all the conditions precedent in respect of the offer by the
Government Employees Pension Fund, as duly represented by the Public
Investment Corporation (the "PIC") to acquire all the CBS linked units in
issue ("the Offer")
1 Fulfilment of all the conditions precedent
Further to the announcement dated 25 May 2007, the Offer was conditional
upon the fulfilment of the following suspensive conditions:
- The approval of the proposed transaction by the Competition
Authorities;
- CBS directors and management successfully tendering not less than 30
million CBS linked units held directly or indirectly by themselves in
terms of the Offer, which they had irrevocably undertaken to do; and
- CBS linked unitholders successfully tendering sufficient CBS linked
units in terms of the Offer such that on implementation of the Offer
the PIC will hold not less than 50.01% of the CBS linked units in
issue.
- The above conditions to which the Offer was subject have been
fulfilled, and accordingly the Offer is now unconditional.
The PIC will hold a minimum of 71.88% of the CBS linked units in issue on
implementation of the Offer.
2 Payment of the Offer consideration
Certificated CBS linked unitholders will be paid the cash
consideration of R12 per CBS linked unit held ("Offer consideration")
within seven days of the date of this announcement if they have
already tendered their CBS linked units in anticipation of the Offer
becoming unconditional and if the transfer secretaries to CBS are in
possession of such CBS linked unitholder`s form of acceptance,
surrender and transfer as well as their documents of title.
The Central Securities Depository Participant`s ("CSDP`s") of
dematerialised CBS linked unitholders will be credited with the Offer
consideration within seven days of the date of this announcement if
the transfer secretaries to CBS have received their acceptance of the
Offer.
The certificated and dematerialised CBS linked unitholders referred to
above will not be entitled to any other consideration in terms of the
Offer other than for the Offer consideration and the special
distribution as set out in the salient dates and times section below.
The special distribution will be determined in accordance with CBS`s
normal distribution policy, which will be calculated for the period
from 1 May 2007 to the last day to trade to participate in the Offer
("last day to trade"). For the avoidance of doubt, any CBS linked
unitholders that have tendered their CBS linked units in terms of the
Offer prior to the last day to trade will receive the special
distribution as if they were CBS linked unitholders as at the last day
to trade.
All other CBS linked unitholders are referred to the table below and
will only be paid the Offer consideration and the special distribution
in terms of the salient dates and times section as set out below.
These CBS linked unitholders will not be entitled to any other
consideration in terms of the Offer other than for the Offer
consideration and special distribution.
3 Salient dates and times
The salient dates and times of the Offer are set out below:
2007
Announcement of the closing date of Fourteen days prior to the
the Offer and details of the special closing date of the Offer
distribution
Last day to trade in order for CBS Five business days prior to
linked unitholders to participate in the closing date of the Offer
the Offer and to qualify for the
special distribution
CBS linked units trade ex the right Four business days prior to
to participate in the Offer and to the closing date of the Offer
qualify for the special distribution
Record date on which CBS linked The closing date of the Offer
unitholders must be recorded in the
register in order to participate in
the Offer and to qualify for the
special distribution
Closing date of the Offer at 12:00 To be announced
Payment of the special distribution The next business day after
the closing date of the Offer
Results of the Offer announced on the Within three business days of
Securities Exchange News Service the closing date of the Offer
Results of the Offer published in the Within four business days of
South African press the closing date of the Offer
Offer consideration posted to offer Within seven days of the
participants who have not Offer being accepted subject
dematerialised their CBS linked units to receipt of the form of
acceptance, surrender and
transfer and the documents of
title by the transfer
secretaries
Offer consideration credited to the Within seven days of the
CSDP or broker, as the case may be, Offer being accepted subject
of Offer participants who have to the receipt of
dematerialised their CBS linked units notification by the transfer
and whose acceptance of the Offer has secretaries
been received by the transfer
secretaries
The closing date of the Offer will be announced in due course.
Cape Town
19 July 2007
Investment bank to Investment bank Sponsor to CBS
the PIC to CBS
Nedbank Capital Investec Investec Bank Limited
Corporate Finance
Attorneys to CBS
Jowell Glyn &
Marais
Date: 19/07/2007 17:25:01 Produced by the JSE SENS Department.
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