| Mon 25 Feb 2008, 16:33 | | PAP/IFR - Pangbourne Properties Limited/iFour Properties Limited - Pangbourne`s |
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IFR PAP
IFR PAP
PAP/IFR - Pangbourne Properties Limited/iFour Properties Limited - Pangbourne`s
Firm Intention to offer to acquire ifour linked units and further cautionary
announcements
Pangbourne Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
(Share code: PAP & ISIN: ZAE000005252)
("Pangbourne")
iFour Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 2001/016118/06)
Share code: IFR & ISIN: ZAE000039236
("iFour")
PANGBOURNE`S FIRM INTENTION TO OFFER TO ACQUIRE iFOUR LINKED UNITS AND FURTHER
CAUTIONARY ANNOUNCEMENTS
INTRODUCTION
Further to the joint Pangbourne / iFour cautionary announcement dated 14
February 2008, Pangbourne and iFour unitholders are advised that Pangbourne has
informed iFour of its firm intention to offer to acquire all iFour linked units
in issue not already held by Pangbourne (the "offer"). The offer is on the basis
of an all-unit consideration entailing iFour unitholders swapping their linked
units in iFour for combined units in an enlarged and well-positioned Pangbourne.
RATIONALE
In recent years, Pangbourne has adopted a strategy of holding strategic stakes
in a number of specialised property funds. Pangbourne`s holding of some 41,5% of
iFour linked units reflects this strategy.
In light of prevailing market conditions and investor preferences and with the
support of its combined unitholders, Pangbourne has revisited its strategy and
is now undertaking a process of consolidation in order to create a larger,
diversified property portfolio and to extract cost-savings and synergies and
maximise funding efficiencies.
It is expected that significant benefits would flow from implementation of the
offer, if it results in iFour, as a wholly-owned subsidiary of Pangbourne, being
de-listed.
Pangbourne`s revised strategy is also reflected in its offer, as separately
announced, to acquire all linked units in Siyathenga Property Fund Limited not
already held by Pangbourne.
TERMS OF THE OFFER
The principal terms and conditions of the offer will be as follows:
The offer consideration
The consideration offered by Pangbourne for iFour linked units will comprise
Pangbourne combined units calculated on a swap ratio of 0,7941 Pangbourne units
per iFour unit (the "swap ratio").
Effective date and entitlement to income distributions
The effective date of the offer will be 1 January 2008. In respect of iFour
units swapped for Pangbourne units:
iFour`s income distribution:
for the 6 months ended 31 December 2007 will be for the benefit of iFour
unitholders and will be distributed on 25 March 2008, which will be prior to the
implementation of the offer; and
in respect of all income periods commencing on or after 1 January 2008 will be
for the benefit of Pangbourne;
iFour unitholders:
will not participate in Pangbourne`s income distribution for the 6 months ended
31 December 2007 which will be distributed prior to the implementation date of
the offer; and
will participate in all Pangbourne income distributions for income periods
commencing on or after 1 January 2008.
Scheme of arrangement / s440K of the Act / stand by offer
Pangbourne`s offer is to acquire all iFour units in issue not already held by
it, either pursuant to a scheme of arrangement (the "scheme") proposed by
Pangbourne in terms of section 311 of the Companies Act, 61 of 1973 (the "Act")
between iFour and its unitholders other than Pangbourne (the "offerees")
alternatively in terms of section 440K of the Act. However, if the scheme as
proposed is not supported by the requisite majority of the offerees or, for any
other reason, Pangbourne`s objective to acquire all iFour units of the offerees
is not achieved, Pangbourne`s offer will still be open for acceptance by those
of the offerees who wish to swap iFour units for Pangbourne units at the same
swap ratio.
Conditions to the offer
The offer is conditional on receipt of the following approvals -
approval of Pangbourne unitholders for the placement of Pangbourne`s unissued
combined units under the control of its board of directors to enable the board
to issue Pangbourne units in settlement of the offer consideration due to iFour
unitholders ("the unissued units authority"); and
- all other necessary regulatory and statutory approvals including -
- the approval of the JSE Limited and the Securities Regulation Panel; and
- the unconditional approval (or approval acceptable to Pangbourne) of the
Competition authorities for the implementation of the offer on the
assumption that it will result in Pangbourne holding between 50% and 100%
of iFour units in issue.
In addition, the scheme is conditional on:
- the High Court of South Africa authorising the convening of a scheme
meeting of the offerees;
- the scheme being approved by a majority representing not less than three
fourths of the votes exercisable by the scheme members present and voting
either in person or by proxy at the scheme meeting;
- the sanctioning of the scheme by the High Court;
- registration of a certified copy of the Order of Court by the Registrar of
Companies in terms of the Companies Act.
Conditions must be fulfilled no later than 31 May 2008 or, in the case of the
approval of the Competition authorities, by such later date as may be required
by the Competition authorities (but not later than 30 June 2008), unless
otherwise agreed in writing by Pangbourne.
If, after implementation of the offer, Pangbourne holds 100% of the issued
linked units of iFour, iFour will be delisted from the JSE Limited.
EXTERNAL ADVICE AND THE VIEWS OF THE BOARD ON THE OFFER
The iFour board has constituted a board committee of three non-executive
directors to consider the offer. The committee will appoint independent advisors
to provide the board with external advice as required in terms of the SRP Code.
The substance of the external advice and the views of the board will be set out
in the circular to be posted to iFour linked unitholders.
FINANCIAL EFFECTS AND FURTHER CAUTIONARY ANNOUNCEMENT
The financial effects of the offer on iFour and iFour unitholders and Pangbourne
and Pangbourne unitholders have not been finalised and will be published in due
course, pending which iFour and Pangbourne unitholders are advised to continue
to exercise caution in dealing with their securities.
FURTHER DOCUMENTATION
Within 30 days after the date of this announcement a circular containing full
details of the offer, the scheme and notice of scheme meeting will be posted to
iFour unitholders and a Pangbourne circular in respect of the unissued units
authority and related matters together with revised listings particulars in
respect of Pangbourne will be posted to Pangbourne unitholders.
25 February 2008
Corporate advisor, legal advisor and sponsor to Pangbourne and transaction
sponsor
Java Capital (Proprietary) Limited
Sponsor to iFour
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Date: 25/02/2008 16:33:01 Produced by the JSE SENS Department.
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