| Fri 26 Sep 2008, 16:25 | | CPL / MYT - Capital / Monyetla - Capitals Firm Intention To Offer To Acquire All |
|
CPL MYT
CPL MYT
CPL / MYT - Capital / Monyetla - Capitals Firm Intention To Offer To Acquire All
Monyetla Linked Units And Cautionary Announcements
Capital Property Fund
Share Code: CPL
ISIN: ZAE000001731
("Capital")
(A portfolio in Capital Property Trust Scheme, a Collective Investment Scheme in
Property established in terms of the Collective Investment Schemes Control Act,
No 45 of 2002)
Managed by Property Fund Managers Limited ("PFM")
(Incorporated in the Republic of South Africa)
(Registration No. 1980/009531/06)
Monyetla Property Fund Limited
(Registration No. 1987/006274/06)
Share Code: MYT
ISIN Code: ZAE000093761
("Monyetla")
CAPITAL`S FIRM INTENTION TO OFFER TO ACQUIRE ALL MONYETLA LINKED UNITS AND
CAUTIONARY ANNOUNCEMENTS
INTRODUCTION
Capital and Monyetla unitholders are advised that Capital has informed Monyetla
of its firm intention to offer ("the offer") to acquire all Monyetla linked
units in issue pursuant to a scheme of arrangement (the "scheme") to be proposed
by Capital in terms of section 311 of the Companies Act, No. 61 of 1973 (the
"Act") between Monyetla and its unitholders (the "offerees"). The offer is on
the basis of an all-unit consideration which would entail all Monyetla
unitholders ("scheme members")swapping their linked units in Monyetla for units
in Capital.
RATIONALE
On implementation of the scheme, unitholders in the enlarged Capital will have
the advantage of trading liquidity in respect of their units. In addition, the
boards of Capital and Monyetla expect benefits for the enlarged Capital to
result from reduced overhead costs, a market-appropriate combined gearing level
and application of the property skills base of Capital.
TERMS OF THE OFFER
The consideration to be offered by Capital for Monyetla linked units will
comprise Capital units calculated on a swap ratio of 0,50926 Capital units per
Monyetla unit (the "swap ratio"). The swap ratio has been determined on the
basis that:
- immediately prior to the operative date of the scheme, Monyetla will have
206 471 849 linked units in issue and there will be no outstanding options
or subscription rights to Monyetla linked units under any linked unit
incentive scheme or otherwise; and
- the effective date of the acquisition of Monyetla units by Capital will be
1 July 2008 so that, between 1 July 2008 and the operative date of the
scheme, Monyetla will not have made any payments to its linked unitholders
in respect of income periods commencing on or after 1 July 2008.
Accordingly, in respect of Monyetla units swapped for Capital units on
implementation of the scheme:
- Monyetla`s income distribution in respect of all income periods commencing
on or after 1 July 2008 will be for the benefit of Capital; and
- Monyetla unitholders will have received Capital units in time to
participate in Capital income distributions for income periods commencing
on or after 1 July 2008.
The scheme will be subject to the following conditions:
- receipt of all necessary regulatory and statutory approvals including:
- the approval of the JSE Limited and the Securities Regulation Panel;
- the unconditional approval (or approval acceptable to Capital) of the
Competition authorities for the implementation of the offer and the
acquisition by Capital of 100% of Monyetla units in issue;
- 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 Act.
Conditions must be fulfilled no later than 15 February 2009 or such later date
as may be agreed to by Capital.
On fulfilment of the conditions to and implementation of the scheme, Capital
will hold 100% of the issued linked units of Monyetla and Monyetla will be de-
listed from the JSE Limited.
IRREVOCABLE UNDERTAKINGS IN SUPPORT OF THE SCHEME
Monyetla linked unitholders holding approximately 82% of Monyetla`s linked units
in issue have provided irrevocable undertakings to vote in favour of the scheme.
EXTERNAL ADVICE AND THE VIEWS OF THE BOARD ON THE OFFER
The Monyetla board 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 Monyetla linked unitholders.
FINANCIAL EFFECTS AND CAUTIONARY ANNOUNCEMENT
The financial effects of the offer on Monyetla and Monyetla unitholders and on
Capital and Capital unitholders have not been finalised and will be published in
due course. As the transaction constitutes a Category 2 transaction for Capital,
Capital will be publishing further information as required under the JSE
Listings Requirements, including information pertaining to Monyetla`s property
portfolio. Pending further announcements, Monyetla and Capital unitholders are
advised 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
Monyetla unitholders.
26 September 2008
Corporate advisor, legal advisor and sponsor to Capital and transaction sponsor
Java Capital (Proprietary) Limited
Sponsor to Monyetla
Deloitte and Touche Sponsor Services (Proprietary) Limited
Date: 26/09/2008 16:25:12 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.
