| Fri 28 Aug 2009, 10:26 | | PMM/OCT - Premium/Octodec - Announcement of a firm intention to make a |
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OCT PMM
OCT PMM
PMM/OCT - Premium/Octodec - Announcement of a firm intention to make a
partial offer
Premium Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/003601/06)
Share Code: PMM ISIN Code: ZAE000009254
("Premium")
Octodec Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
Share Code: OCT ISIN Code: ZAE000005104
("Octodec")
Announcement of a firm intention by A Wapnick, JP Wapnick and S Wapnick ("the
Wapnick Family") and Octodec (collectively "the consortium") to acquire 10%
(ten percent) of the Premium linked units held by Premium linked unitholders,
other than the consortium ("independent Premium linked unitholders) on a pro
rata basis ("the partial offer")
1. Introduction
Further to the cautionary announcement dated Thursday, 13 August 2009,
the holders of linked units in Premium ("Premium linked unitholders")
are advised that the consortium has delivered an offer letter to the
board of directors of Premium ("Premium board") in terms of which the
consortium is proposing to make a partial offer to acquire 10% (ten
percent) of the Premium linked units held by independent Premium linked
unitholders, on a pro rata basis.
The partial offer will be implemented by way of an offer in terms of
Section 440A of the Companies Act, No. 61 of 1973, as amended (the
"Act").
The partial offer is an affected transaction in terms of the Securities
Regulation Code on Take-overs and Mergers ("SRP Code") and is governed
by the Securities Regulation Panel ("SRP").
The partial offer is subject to the conditions precedent as set out in
paragraph 7 below.
2. The consortium
2.1 Octodec
Octodec is a property loan stock company listed on the JSE under
the "Financials - Real Estate" sector with a current market
capitalisation of approximately R1.12 billion. Octodec invests in
industrial, office, retail, commercial and residential properties.
2.2 The Wapnick family
Alec Wapnick has been involved in both Premium and Octodec since
the listing of both companies on the JSE. He is currently serving
as the executive chairman on both the Octodec and Premium boards of
directors.
Jeffrey Wapnick is currently serving as executive managing director
on both the Octodec and Premium boards of directors.
Sharon Wapnick serves as a non-executive director on the board of
Premium and Octodec. She has extensive experience in the property
industry with particular emphasis on legal matters.
The Wapnick family has consistently acquired linked units in both
Octodec and Premium since the companies listed on the JSE in 1990
and 1995, respectively. Consequently, the Wapnick family
collectively has a shareholding of 30.4% in Octodec and 24.2% in
Premium.
Octodec, together with the Wapnick family, are considered concert
parties in terms of the SRP Code with a combined holding of 34.4 %
in Premium.
The Wapnick family and Octodec will participate in the consortium
in the ratio 20% : 80%, respectively.
3. The proposed partial offer and the offer consideration
The proposed partial offer will be made to all independent Premium
linked unitholders in accordance with the SRP Code on the following
terms:
- the consortium will offer to acquire up to a maximum of 10% (ten
percent) of the Premium linked units held by independent Premium
linked unitholders, on a pro rata basis, for the offer
consideration in respect of which it receives valid acceptances
prior to the closing date, subject to the proposed waiver of a
mandatory offer; and
- Independent Premium linked unitholders who accept the partial offer
will receive the offer consideration of R12.44 for every 1 (one)
Premium linked unit tendered ("offer consideration") after the
close of the partial offer period.
The offer consideration, represents a premium of 10% to the 30 (thirty)
day volume weighted average price at 12 August 2009, being the last
trading day prior to the cautionary announcement being released on SENS.
4. Period of the partial offer
The partial offer will remain open for an initial period from 09h00 on
Tuesday, 8 September 2009 and will close at 12:00 on the Friday, 9
October 2009 save in the event that the consortium extends the offer
period prior to the closing date, with the approval of the SRP, in which
event an announcement will be released on SENS and published in the
press prior to Friday, 2 October 2009.
5. Excess partial offer allocations
Independent Premium linked unitholders are entitled to tender in excess
of the minimum acceptance level of 10% (ten percent) in which case the
consortium will accept such excess tenders on a pro rata basis, to the
extent that the other independent Premium linked unitholders do not
tender all of their 10% (ten percent) holdings. Independent Premium
Linked unitholders who wish to participate in the offer may thus be able
to dispose of more than their 10% (ten percent) holding to the extent
that it will increase the consortium`s holding up to the maximum
acquisition level of 10% (ten percent) in aggregate of the Premium
linked units held by independent Premium linked unitholders.
The decision of the consortium and its advisors as to the basis on which
and the number of Premium linked units in respect of which excess
tenders are satisfied shall be final and binding on all Premium linked
unitholders. The consortium will not pay the offer consideration for any
Premium linked units tendered by a linked unitholder in excess of
his/her minimum acceptance level until the final pro-rated numbers are
available once the offer period closes.
Should the partial offer be fully accepted, the consortium`s total
holding in Premium will increase to approximately 41%.
6. Cash confirmation
The SRP has been provided with written confirmation in the form of an
irrevocable guarantee by Nedbank Property Finance, a division of Nedbank
Limited and Investec Bank Limited, on behalf of the consortium, that
sufficient resources are available and will be available to the
consortium to satisfy the maximum offer consideration payable in terms
of the partial offer.
7. Conditions precedent to the partial offer
Should the partial offer be implemented it will increase the
consortium`s holding above the 35% shareholding threshold. The partial
offer is therefore an "affected transaction" in terms of the SRP Code,
which ordinarily would require the consortium to make a mandatory offer
to all independent Premium linked unitholders to acquire all the Premium
linked units held by them.
The SRP has advised that it is willing to consider an application to
grant dispensation to the consortium, in terms of the SRP Code, from the
obligation to make a mandatory offer provided that the independent
Premium linked unitholder approval is obtained.
The partial offer is therefore subject to the following suspensive
conditions:
- the waiver of their right to require the consortium to make the
mandatory offer passed by a simple majority of independent Premium
linked unitholders present and voting, either in person or by
proxy, at the general meeting to be convened;
- receiving the requisite linked unitholder approval authorising the
consortium to make the partial offer to independent Premium linked
unitholders by a majority of independent Premium linked unitholders
present and voting, either in person or by proxy, at the general
meeting; and
- a written ruling being obtained from the SRP waiving the
requirement that a Mandatory offer be made to all independent
Premium linked unitholders and authorising the consortium to make a
partial offer to all independent Premium linked unitholders.
Any independent Premium linked unitholder who wishes to object to the
abovementioned dispensation shall have 14 days from the date of posting
of the circular to raise such an objection with the SRP. Objections
should be made in writing and addressed to "The Executive Director,
Securities Regulation Panel" at the following addresses:
Physical address: Ground Floor
2 Sherborne Road (off Jan Smuts Avenue)
Parktown, 2193
Postal address: PO Box 91833
Auckland Park, 2006
Fax: +27 11 482 5635
and should reach the SRP by no later than the close of business on
Tuesday, 22 September 2009 in order to be considered.
If any submissions are made to the SRP within the permitted timeframe,
the SRP will consider the merits thereof and, if necessary, provide the
consortium with an opportunity to make representations to the SRP.
Thereafter, subject to the waiver and authorisation in general meeting
being granted by the independent Premium linked unitholders, the SRP
will rule on the requirement for a mandatory offer and the making of the
partial offer.
Should the partial offer be successfully implemented, the consortium
will be restricted in further acquisitions of Premium linked units
through a 5% limiting rule in the SRP Code. In terms of this rule, the
consortium will be limited to acquiring a maximum of 5% of the
outstanding Premium linked units in any twelve month period, until the
combined holdings of the consortium exceed 50% of the Premium linked
units.
8. Opinions and undertakings
The independent sub-committee has appointed Grant Thornton as an
independent expert to review the terms and conditions of the partial
offer to ensure that they are fair to independent Premium linked
unitholders. Premium linked unitholders will be informed in due course
of the outcome of this review.
The directors of Premium who are not members of the consortium have
indicated that they will not participate in the partial offer due to
their long term outlook in regard to their personal portfolio
objectives.
9. Shareholder support
Following the cautionary announcement released on Thursday, 13 August
2009, the consortium have held discussions with major independent
Premium linked unitholders, representing 40.2% of the independent
Premium linked units in issue, who have indicated strong support for the
partial offer, and have undertaken to vote in favour of the resolutions
being proposed at the general meeting, in respect of the shares they
hold on the date of the general meeting.
10. Further announcements, circular and withdrawal of cautionary
announcement
The salient dates and times pertaining to the partial offer will be
provided in a further announcement. A circular providing information on
the partial offer and incorporating a notice of general meeting, a form
of proxy and a form of acceptance and surrender will be posted to all
Premium linked unitholders in due course.
Premium linked unitholders are referred to the cautionary announcement
dated Thursday, 13 August 2009. Further to the above, Premium linked
unitholders need not exercise caution when dealing in Premium linked
units.
Pretoria
Friday, 28 August 2009
Investment bank Legal advisor
and sponsor
(Nedbank Capital logo) (Tugendhaft Wapnick
Banchetti and Partners logo)
Independent expert
(Grant Thornton logo)
Date: 28/08/2009 10:26:03 Produced by the JSE SENS Department.
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