| Fri 13 Jun 2008, 16:22 | | OAS - Oasis Crescent Property Fund - Specific Issue Of Units For Cash And Income |
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OAS
OAS
OAS - Oasis Crescent Property Fund - Specific Issue Of Units For Cash And Income
Distribution
Oasis Crescent Property Fund
A property fund created under the Oasis Crescent Trust Scheme registered in
terms of the Collective Schemes Control Act (Act 45 of 2002)
JSE code: OAS
ISIN: ZAE000074332
("OCPF" or "the Fund")
SPECIFIC ISSUE OF UNITS FOR CASH AND INCOME DISTRIBUTION
INTRODUCTION
The directors of Oasis Crescent Property Fund Managers Limited ("the Manager"),
the management company of the Fund hereby advise unitholders that OCPF shall
convene a general meeting of its unitholders for the purposes of considering
and, if deemed fit, approving the necessary resolutions to effect a specific
issue of units for cash to raise R60 million in order to increase OCPF`s
investment in listed global property, which will enable OCPF to increase its
global diversification, scalability, currency and geographical diversification
and to fund ongoing capital expenditure.
SPECIFIC ISSUE PARTICIPANTS
Units will be issued to new and existing public and non-public unitholders, in
terms of the specific issue. The specific issue participants are as set out it
the table below:
No Participant Number of Amount (R)
units
1 Mrs. A Mitha 8,333 100,000
2 Dr J Patel 10,000 120,000
3 Mr. HS Hassim 10,000 120,000
4 Mrs. Shama Hassim 10,000 120,000
5 Prof AS Mitha 16,667 200,000
6 MHA Hassim Family Trust 70,000 840,000
7 Crescent Retirement Fund 125,000 1,500,000
8 Sanlam Oasis Crescent 325,000 3,900,000
Fund
9 Crescent Preservation 350,000 4,200,000
Provident Fund
10 Hanend Properties (Pty) 420,000 5,040,000
Ltd
11 Crescent Retirement 510,000 6,120,000
Annuity Fund
12 Crescent Preservation 580,000 6,960,000
Pension Fund
13 Crescent Balanced Fund 1,240,000 14,880,000
14 Eden Court Trust (related 1,325,000 15,900,000
Party)
Total 5,000,000 60,000,000
The specific issue participants have all signed irrevocable undertakings to
subscribe for units in OCPF at 1200 cents per unit. The specific issue of units
to the related party is not subject to a fairness opinion as the units will not
be issued at a discount to the 30 day volume weighted average traded price of
OCPF units.
ISSUE PRICE
The issue price of 1200 cents per unit represents the 30 day volume weighted
average traded price of OCPF units at 9 May 2008, the day prior to the date that
the price of the units was agreed between the manager and the specific issue
participants. The 5,000,000 units to be issued under the specific issue
represent 18.48% of the current issued units of 27,055,000.
CONDITIONS PRECEDENT TO THE SPECIFIC ISSUE
The specific issue is subject to OCPF obtaining all necessary unitholder and
other regulatory approvals.
FINANCIAL EFFECTS OF THE SPECIFIC ISSUE OF UNITS FOR CASH
The unaudited pro forma financial effects on the net asset value and the net
tangible asset value per unit provides unitholders with information about the
impact that the specific issue might have had on the historical financial
information of OCPF. The unaudited pro forma financial effects are the
responsibility of the directors of the Manager and have been prepared for
illustrative purposes only. Due to their nature the pro forma financial effects
may not give a true reflection of OCPF`s financial position as at 31 March 2008.
The unaudited pro forma financial effects presented in this announcement have
been based on the audited financial statements of OCPF for the year ended 31
March 2008, announced on SENS on 23 May 2008, and is presented in a manner
consistent with the format and accounting policies adopted by OCPF.
Before the Pro forma Increase/
specific issue after the (decrease)
(Audited)(1) specific issue
(2,3)
(%)
NAV and NTAV 12.54 12.45 (0.7)
per unit
(cents)
Units in issue 27 055 32 055 18.5
at end of year
(`000)
Notes:
1. The figures in the before column have been extracted from the audited
financial statements of OCPF for the year ended 31 March 2008.
2. It has been assumed that R55 million of the R60 million raised through the
specific issue has been invested in the Oasis Crescent Global Property
Equity Fund and will be kept as available for sale assets. The remaining
R5 million has been deposited into OCPF`s bank account after payment of
transaction costs of R180 000.
3. The capital of OCPF has been adjusted to reflect the funds received from
the specific issue of R60 million. Transaction costs of R180 000 have been
off-set against the capital of the fund.
4. The unaudited pro forma financial effects on the basic earnings per unit
and headline earnings per unit are not reflected for the following reasons:
a. R55 million of the funds received from the specific issue will be
invested in Oasis Crescent Global Property Equity Fund. Oasis Crescent
Global Property Equity Fund was only established in September 2006.
Every fund requires an initial setup period and the same was the case
with the Oasis Crescent Global Property Equity Fund. The Oasis
Crescent Global Property Equity Fund could only develop its portfolio
as it received capital contributions. Investments in underlying
securities have to be held for a dividend period before any
distributions are received in the fund, so there is a period where the
fund is not receiving its normal income. This is also clear from the
income distributions made by the fund for the period ended 31 March
2008. The historic yield of 3,54% achieved by Oasis Crescent Global
Property Equity Fund for the year ended 31 March 2008 does not
represent a fair view of the income to be received from the
investment; and
b. No adjustments have been made to reflect any benefit to be derived
from the balance of the proceeds of the specific issue of R4.820
million (after transaction costs of R180 000), in terms of the "Guide
on Pro Forma Financial Information" issued by the South African
Institute of Chartered Accountants in September 2005. Management is
nevertheless of the opinion that these funds will be used in a manner
which will be to the benefit of unitholders.
RESOLUTION
In terms of the JSE Limited`s Listings Requirements, the resolution approving
the specific issue must be approved by a majority of unitholders representing
not less than 75% of the votes exercisable by unitholders present and voting,
either in person or by proxy, at the general meeting, excluding any related
parties and their associates participating in the specific issue.
GENERAL MEETING
A general meeting of unitholders will be held at the registered office of OCPF,
20th Floor, Triangle House, 22 Riebeek Street, Cape Town on Wednesday, 16 July
2008, commencing at 13:00, for the purpose of considering and, if deemed fit,
passing with or without modification, the resolutions contained in the notice of
the general meeting to be posted to unitholders
INCOME DISTRIBUTION
Unitholders are referred to the SENS announcement of 23 May 2008 where it was
announced that a distribution after non-permissible income in respect of the 6
months ending 31 March 2008 of 45.49 cents per unit has been declared payable to
unitholders, with the option for unitholders to elect to receive such
distribution in units ("the distribution").
Unitholders that elect to receive the distribution in units, will be entitled to
receive such rounded number of units as may be determined by multiplying the
number of units held by unitholders on the record date by a ratio equal to
3.79083 for every 100 units held. Unitholders that fail to make any election
will receive the cash distribution.
SALIENT DATES AND TIMES OF THE SPECIFIC ISSUE AND THE INCOME DISTRIBUTION
2008
Declaration announcement on SENS of income Friday, 23 May
distribution and right of election to receive
unit distribution
Declaration announcement on SENS of specific Friday, 13 June
issue
Circular, form of proxy, form of election and Monday, 23 June
notice of general meeting posted to unitholders
on
Finalisation announcement on SENS of income Monday, 30 June
distribution and right of election to receive
unit distribution
Last day to trade in order to be eligible for Friday, 11 July
the income distribution / unit distribution
Trading commences ex-entitlement Monday, 14 July
Listing of maximum number of unit distribution Monday, 14 July
units at commencement of trade on
Last day to lodge forms of proxy by 13:00 on Monday, 14 July
General meeting of unitholders to be held at Wednesday, 16 July
13:00 on
Results of the general meeting released on SENS Wednesday, 16 July
on
Closing date for election of unit distribution Friday, 18 July
at 12:00 on
Record date for income distribution Friday, 18 July
Income distribution cheques and/or unit Monday, 21 July
certificates accounts posted and CSDP/broker
updated
Listing of specific issue units on the JSE Monday, 21 July
Announcement of the results of the income Monday, 21 July
distribution on SENS
Adjustment of number of new units listed on or Wednesday, 23 July
about
Notes:
1. Units may not be dematerialised or rematerialised between Monday, 14 July
2008 and Friday, 18 July 2008, both days inclusive.
2. The above dates and times are subject to change. Any changes will be
released on SENS.
3. All times quoted in this announcement are South African times.
4. Dematerialised unitholders are requested to ascertain from their broker or
CSDP as to the cut-off time required by them in order to advise the
transfer secretaries of their election.
5. If no election is made, unitholders will receive the income distribution.
6. If the general meeting is adjourned or postponed, forms of proxy must be
received by no later than 48 hours prior to the time of the adjourned or
postponed general meeting (excluding Saturdays, Sundays and official South
African public holidays).
By order of the board of the Manager
Cape Town
13 June 2008
Designated adviser
PSG Capital (Pty) Limited
Date: 13/06/2008 16:22:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
