| Mon 25 Feb 2008, 16:34 | | PAP / SYA - Pangbourne - Pangbourne`s firm intention to offer to acquire |
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PAP SYA
PAP SYA
PAP / SYA - Pangbourne - Pangbourne`s firm intention to offer to acquire
Siyathenga 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")
Siyathenga Property Fund Limited
(Registration number 2004/005198/06)
Share Code: SYA
ISIN: ZAE000069530
("Siyathenga")
PANGBOURNE`S FIRM INTENTION TO OFFER TO ACQUIRE SIYATHENGA LINKED UNITS AND
FURTHER CAUTIONARY ANNOUNCEMENTS
INTRODUCTION
Further to the joint Pangbourne / Siyathenga cautionary announcement dated 15
February 2008, Pangbourne and Siyathenga unitholders are advised that Pangbourne
has informed Siyathenga of its firm intention to offer to acquire all Siyathenga
linked units in issue not already held by Pangbourne (the "offer"). The offer is
on the basis of an all-unit consideration entailing Siyathenga unitholders
swapping their linked units in Siyathenga 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 35,3%
of Siyathenga 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 Siyathenga, 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 iFour Properties 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 Siyathenga linked units will
comprise Pangbourne combined units calculated on a swap ratio of 0,5588
Pangbourne units per Siyathenga 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
Siyathenga units swapped for Pangbourne units:
Siyathenga`s income distribution:
for the 6 months ended 31 December 2007 will be for the benefit of Siyathenga
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;
Siyathenga 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 Companies Act / stand by offer
Pangbourne`s offer is to acquire all Siyathenga 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 Siyathenga 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 Siyathenga 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 Siyathenga 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
Siyathenga 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;
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 Siyathenga
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; and
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 Siyathenga, Siyathenga will be delisted from the JSE Limited.
EXTERNAL ADVICE AND THE VIEWS OF THE BOARD ON THE OFFER
The Siyathenga 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 Siyathenga linked unitholders.
FINANCIAL EFFECTS AND FURTHER CAUTIONARY ANNOUNCEMENT
The financial effects of the offer on Siyathenga and Siyathenga unitholders and
Pangbourne and Pangbourne unitholders have not been finalised and will be
published in due course, pending which Siyathenga 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
Siyathenga 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 Siyathenga
Deloitte & Touche Sponsor Services (Proprietary) Limited
Date: 25/02/2008 16:34:01 Produced by the JSE SENS Department.
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