| Fri 3 Oct 2008, 12:00 | | AEC - Anbeeco - Abridged Revised Listing Particulars and Finalisation Data |
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AEC
AEC
AEC - Anbeeco - Abridged Revised Listing Particulars and Finalisation Data
ANBEECO INVESTMENT HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1984/002788/06)
Share code: AEC & ISIN No: ZAE000000162
("Anbeeco" or "the company")
ABRIDGED REVISED LISTING PARTICULARS AND FINALISATION DATA
These abridged revised listing particulars relate to the reverse take-over
listing of Anbeeco Investment Holdings Limited on the AltX under the new name
Quantum Property Group Limited ("QPG") with effect from the commencement of
business on 13 October 2008.
These abridged revised listing particulars are not an invitation to the
public to subscribe for shares in QPG, but are issued in compliance with the
Listings Requirements of the JSE for the purpose of providing information to
the public with regard to QPG. The abridged revised listing particulars
contain extracts of the salient details of QPG, which extracts are more fully
described in the revised listing particulars of QPG dated 25 August 2008
("revised listing particulars").
INTRODUCTION
On 16 September 2008, at the general meeting of the company ("the general
meeting"), and as announced on Sens on the same day, shareholders unanimously
approved all ordinary and special resolutions, including a waiver of any
requirements for GLM Investments (Proprietary) Limited (registration number
2003/003980/07) ("GLM") to make a mandatory offer in terms of the Securities
Regulation Code on Take-Overs and Mergers and the Rules of the SRP ("the SRP
Code") to all current shareholders as detailed in paragraph 6 of the
acquisition circular dated 25 August 2008 ("the acquisition circular"). On
Wednesday, 1 October 2008, all special resolutions were registered by the
Companies Intellectual Property Registration Office ("Cipro").
One of the special resolutions approved at the general meeting and registered
by Cipro was in respect of the consolidation of the existing share capital of
the company on an 11:100 basis. Certificated shareholders are required to
surrender their existing share certificates or documents of title in order to
be issued with replacement share certificates reflecting the new name of the
company and the aforementioned consolidation. Replacement share certificates
will be posted by registered post at the risk of the addressee on Monday,
20 October 2008 in respect of documents of title received on or before 12:00
on Friday, 17 October 2008 or within five business days of receipt of the
relevant document of title if received after 12:00 on Friday,
17 October 2008. Additional copies of the form of surrender are available on
request from the transfer secretaries.
The JSE has formally approved the listing of 152 177 629 ordinary shares with
a nominal value of one cent per share in the share capital of QPG on AltX. It
is anticipated that the listing of the ordinary shares of QPG will become
effective from commencement of business on Monday, 13 October 2008. The
shares will trade under the abbreviated name "QPG", with the share code "QPG"
and ISIN: ZAE000125647.
In terms of signed irrevocable undertakings received by the company, a total
of 20 191 705 new consolidated shares will be issued for cash to selected
investors. Of those new consolidated shares, 13 333 334 will be issued at
R1,50 and 6 858 371 will be issued at R1,80. As a result the company will
raise R32 345 068,80 before share issue and listing expenses. Pursuant to the
issues of shares for cash and the reverse listing of A Million Up Investments
105 (Proprietary) Limited ("AMU") into QPG, the company will have a public
shareholding of at least 100 shareholders who will hold a minimum of 10% of
the ordinary shares on the day of listing.
INCORPORATION, HISTORY AND PROSPECTS
History of QPG
QPG was incorporated as a private company on 19 March 1984 in South Africa
under the name of Anbrin (Proprietary) Limited ("Anbrin"). On 23 January
1987, Anbrin changed its name to Anbeeco Investment Holdings (Proprietary)
Limited, was converted to a public company under the same name and listed on
the same date. For many years it operated as a distributor of watches and
jewellery. During 2002 it sold its main business and in the ensuing years
curtailed the balance of its operations. In August 2004, the company entered
into a management agreement with Bonheur 92 General Trading (Proprietary)
Limited ("Bonheur") with a view to the reconstitution of the company as a
diversified property company. In terms of an agreement dated 8 December 2006,
the company agreed to acquire the entire issued share capital of AMU.
History of AMU
AMU was incorporated as a private company on 17 March 2003 in South Africa
under its current name and acquired a property situated at 15 Orange Street
(also known as 9 Grey`s Pass) corner Grey`s Pass in the Cape Town CBD ("the
property") on 26 September 2003 with a view to its redevelopment ("the
property redevelopment"). During 2006, GLM acquired an interest in AMU in
order to progress with the development of the property. AMU finalised the
development plan for the property, procured a development bond and the
rezoning of the property. Subsequently, AMU entered into various agreements
with Protea Hotel Group (Proprietary) Limited ("Protea") in order to
establish a luxury 5 star hotel in part of the new development on the
property under the African Pride banner of Protea.
Nature of business and prospects
It is the board`s objective to change the company into a diversified property
company. The vision of the board is to build a large investment portfolio in
all sectors of property. A number of prospects are presently under
consideration. Such diversification is proposed in respect of investment in
property assets of all categories, as well as property developments to hold
or to dispose of, redevelopments and property trading.
This strategy will ensure that investments are made in all sectors of
property - retail, commercial, residential, industrial, warehousing,
distribution, as well as in tourism and leisure. This strategy intends to
minimise investor risk and maximise investor returns.
The intention of the board is to capitalise on in-house property development
experience and expertise to drive a property development focus in addition to
pure property acquisition for investment returns.
DETAILS OF AMU AND THE PROPERTY
Details of AMU and the property redevelopment
The property is the principal asset of AMU. It comprises an existing
building, part of which will be retained in the completed construction. The
property redevelopment is the first project of the company and has been named
"15 on Orange".
The property is being developed into a mixed-use complex which will include a
5-star hotel. Once complete, the development will consist of the following
components:
- 12 luxury penthouse apartments, which will enjoy use of the facilities
of the 5-star hotel;
- a 5-star, luxury hotel, comprising 129 hotel suites, which will be
operated as the flagship hotel in the South African portfolio of African
Pride, Protea`s premier brand;
- the hotel common areas, including a spa and wellness centre, which will
be integrated with the hotel business;
- a conference facility integrated with the hotel business;
- a niche retail and entertainment component of 2 467m2 gross lettable
area mainly on the lower and upper ground levels of the redeveloped
building; and
- a 175-bay, 4-storey parking garage.
QPG will participate in the hotel operating business in respect of the 15 on
Orange hotel by way of a 50% equity participation in Darwo Trading No 73
(Proprietary) Limited ("Darwo"). The other 50% equity stake in Darwo is held
by Protea. AMU will let the hotel property to Darwo. Darwo in turn has agreed
to outsource the management of the aforementioned hotel to African Pride.
A sectional title register will be opened in respect of the redevelopment.
AMU has presold the sectional titles in respect of all 12 luxury penthouse
apartments for an aggregate consideration of R123 134 000. The presales have
been ceded to ABSA Group Limited in terms of the provisions of the
development bond. The net proceeds of such sales, amounting to R107 069 816,
will be applied to reduce the development bond and, in terms of the
provisions of the development bond, the balance of the bond will be converted
into a long-term property bond. Save for the sectional titles sold, AMU will
retain the balance of the property.
It is budgeted that the total cost to completion of the property
redevelopment will amount to approximately R371 million, including the
acquisition price of the property. In terms of a property management
agreement dated 3 July 2006 between Newcity Group (Proprietary) Limited
("Newcity") and AMU, the property redevelopment is managed for AMU by Newcity
for a total fee of R9 800 000, excluding VAT.
Management company
The management agreement dated 19 August 2004 entered into with Bonheur will
remain in place until 31 August 2018.. In terms of the management agreement,
Bonheur is appointed to:
- manage, administer and develop the day-to-day business activities and
affairs of the group;
- manage, develop and administer the property portfolio of the group; and
- source and identify potential new property opportunities and/or
acquisitions for the group.
The agreement makes provision for a cash incentive plan as the board may
determine in respect of employees and directors of Bonheur and the QGP group.
Messrs Chaim Cohen, Gary Itzikowitz and Irwin Schmidt who are all executive
directors of QPG are the directors of Bonheur and hold indirect beneficial
interests in the shares of Bonheur of 42,5%, 42,5% and 15% respectively.
Messrs Cohen, Itzikowitz and Schmidt have each signed individual restraint of
trade agreements with QPG.
Full names, ages, qualification, position in QPG, occupation and business
addresses of the directors
Full names, ages, Occupation Address
qualifications,
positions in QPG
Chaim Cohen (59) Property North Wing, 19th
Pr Mech Eng (University developer and floor, Sandton City
of Tel Aviv) director of Office Tower, Cnr 5th
Executive chairman Bonheur Street and Rivonia
Road, Sandown,
Sandton, Johannesburg,
2196
Gary Itzikowitz (49) Property North Wing, 19th
B Com (Acc) (Wits) developer and floor, Sandton City
Chief executive officer director of Office Tower, Cnr 5th
Bonheur Street and Rivonia
Road, Sandown,
Sandton, Johannesburg,
2196
Mark Raymond Taitz (33) Chartered North Wing, 19th
B Com, B Acc (Wits), CA accountant floor, Sandton City
(SA), Management Office Tower, Cnr 5th
Advancement Programme Street and Rivonia
(Wits) Road, Sandown,
Financial director Sandton, Johannesburg,
2196
Irwin Steven Schmidt Property trader North Wing, 19th
(50) and director of floor, Sandton City
B Com (Unisa), Bonheur Office Tower, Cnr 5th
Registered Valuer Street and Rivonia
Executive director Road, Sandown,
Sandton, Johannesburg,
2196
Clifford Jason Kupritz Structured 24 Reform Avenue,
(33) finance expert Melrose, Johannesburg,
BSc (Building), B Com 2196
(Hons) (Finance) (Wits)
Independent non-
executive director
Ian Levitt (38) Attorney and South Wing, 19th
B Com, LLB, H Dip Tax property floor, Sandton City
(Acc) (Wits) investor Office Tower, Cnr 5th
Independent non- Street and Rivonia
executive director Road, Sandown,
Sandton, Johannesburg,
2196
Barry Hylton Sneech (50) Property 31A Club Street,
B Compt (Wits) developer Senderwood,
Independent non- Bedfordview, 2007
executive director
All the directors are South African citizens.
SALIENT DATES AND TIMES
The salient dates and times relating to the proposals are set out below:
2008
Release of abridged revised listing Monday, 6 October
particulars and finalisation data in the
press
Last day to trade in the name of Anbeeco Friday, 10 October
Investment Holdings Limited
No share certificates in the name of the Friday, 10 October
company, Anbeeco Investment Holdings
Limited, may be dematerialised or
rematerialised after
Consolidated shares, together with new Monday, 13 October
shares issued in terms of the acquisition
and the issues of shares for cash, will
trade in the new share name with ISIN
ZAE000125647 and the JSE share code QPG, on
AltX from
Entitlements to new shares and consideration Monday, 13 October
shares and entitlements to trade in such
shares vest from
Record date Friday, 17 October
Dematerialised shareholders will have their Monday, 20 October
accounts at the CSDP or broker updated on
Certificated shareholders will have new Monday, 20 October
certificates in the name of Quantum Property
Group Limited posted by registered post,
provided their old share certificates have
been surrendered by 12:00 on Friday, 17
October 2008, on or about (otherwise within
five business days after receipt of such old
share certificates)
Notes:
1. The above dates and times are subject to amendment. Any such amendment
will be released on SENS, the AltX website and published in the press.
2. No orders to dematerialise or rematerialise securities will be processed
from the business day following the last day to trade. Orders in the new
name of the company will again be processed from the first business day
after the record date.
3. The certificated register will be closed between the last date to trade
and the record date.
COPIES OF THE REVISED LISTING PARTICULARS
Copies of the acquisition circular and the revised listing particulars are
available, in English only, and may be obtained during normal business hours
from the registered office of the company, corporate adviser, sponsor and
transfer secretary from Monday, 6 October 2008 to Monday, 13 October 2008, at
the addresses set out below:
Company
19th Floor
Sandton City Main Office Towers
Corner Fifth Street and Rivonia Road
Sandown, Sandton
Johannesburg, 2196
Corporate adviser
1st Floor
Hyde Park Office Tower
Corner Jan Smuts Avenue and Sixth Road
Hyde Park
Johannesburg, 2194
Sponsor
2nd Floor
Hyde Park Office Tower
Corner Jan Smuts Avenue and Sixth Road
Hyde Park
Johannesburg, 2194
Transfer secretaries
Computershare Investor Services (Proprietary) Limited
(Registration number 2004/003647/07)
Ground Floor
70 Marshall Street
Johannesburg, 2001
3 October 2008
Sponsor
Merchantec (Proprietary) Limited
Corporate adviser
Candle Capital (Proprietary) Limited
Legal Adviser
Werksmans Attorneys
Auditors and reporting accountant
Grant Thornton
Independent professional adviser
Mazars Moores Rowland Corporate Finance (Proprietary) Limited
Date: 03/10/2008 12:00:16 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.
