| Fri 11 Sep 2009, 10:36 | | PMM/OCT - Premium/Octodec - Salient dates and times |
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OCT PMM
OCT PMM
PMM/OCT - Premium/Octodec - Salient dates and times
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")
SALIENT DATES AND TIMES
1. Introduction
Premium linked unitholders are referred to the announcement dated Thursday,
27 August 2009, wherein it was announced that a consortium, comprising of A
Wapnick, JP Wapnick and S Wapnick ("the Wapnick Family") and Octodec
(collectively "the consortium"), had delivered a firm intention to make an
offer to the Premium Board in terms of which the consortium proposed to
acquire 10% (ten percent) of Premium linked units held by Premium linked
unitholders other than the consortium ("independent Premium linked
unitholders"), for an offer consideration of R12.44 for every 1 (one)
Premium linked unit tendered ("the partial offer").
2. Salient dates and times of the partial offer
The expected dates and times pertaining to the partial offer are set out
below:
Circular posted to Premium linked Friday, 11 September 2009
unitholders and announced on SENS
on
Salient dates and times Monday, 14 September 2009
announcement published in the
national press on
Last day to lodge objections with Wednesday, 23 September 2009
the SRP to the partial offer at
12:00 on
SRP hearing, if required, on Friday, 25 September 2009
Forms of proxy (pink) for the Friday, 25 September 2009
general meeting of Premium linked
unitholders to be received by
12:00 on
General meeting of Premium linked Tuesday, 29 September 2009
unitholders to be held at 12:00 on
Results of the general meeting of Tuesday, 29 September 2009
Premium linked unitholders
released on SENS on
Results of the general meeting of Wednesday, 30 September 2009
Premium linked unitholders
published in the national press on
Announcement of partial offer Thursday, 1 October 2009
becoming unconditional and opening
of partial offer period released
on SENS on
Announcement of partial offer Friday, 2 October 2009
becoming unconditional and opening
of partial offer period published
in the national press on
Partial offer becomes Friday, 2 October 2009
unconditional and partial offer
period opens at 09:00 on
Last day to trade in Premium Friday, 2 October 2009
linked units on the JSE in order
to be eligible to participate in
the partial offer on
Premium linked units trade "ex" Monday, 5 October 2009
the partial offer on
Record date in order to be Friday, 9 October 2009
eligible to participate in the
partial offer on
Forms of acceptance and surrender Friday, 23 October 2009
(blue) to be received by the
transfer secretaries by 12:00 on
Partial offer period closes at Friday, 23 October 2009
12:00 on
Purchase consideration in terms of Monday, 26 October 2009
excess allocations posted to
Premium linked unitholders who
tendered into the partial offer on
Results of the partial offer Monday, 26 October 2009
released on SENS on
Results of the partial offer Tuesday, 27 October 2009
published in the national press on
Notes:
1. The above dates and times are subject to amendment by the consortium.
Any such amendment will be announced on SENS and published in the
South African press.
2. The offer consideration due to dematerialised offer participants,
excluding any excess allocations, will not be posted to such partial
offer participants but will be transferred, at his/her risk, to
his/her CSDP or broker within five business days of the later of
receipt of a valid acceptance or the partial offer becoming
unconditional.
3. The offer consideration due to certificated offer participants,
excluding any excess allocations, will be posted within five business
days of the later of the receipt of the valid form of acceptance and
surrender together with the relevant document(s) of title (in
negotiable form) or the partial offer becoming unconditional, provided
that such acceptances have been received before 12:00 on the closing
date, being Friday, 23 October 2009.
4. All times indicated above are South African times.
5. Unit certificates may not be dematerialised/re-materialised between
Monday, 5 October and Friday, 9 October 2009.
3. Unitholder support and undertakings
3.1 Irrevocable letters of undertaking
Premium linked unitholders holding directly and indirectly, 12 483 000
Premium linked units, comprising approximately 9.6% of the Premium
linked units in issue (14.6% of the independent Premium linked units)
have irrevocably undertaken to vote in favour of the ordinary
resolutions authorising the consortium to make the partial offer.
A detailed list of irrevocable undertakings to vote in favour of the
abovementioned ordinary resolutions is set out below:
Name Number of Percentage
Premium linked held
units held
ES Investments CC 2 589 000 2.0%
Old Mutual Investment 9 894 000 7.6%
Group South Africa
Total 12 483 000 9.6%
Note: based on 130 106 442 linked units in issue
3.2 Indications of linked unitholder support
Following the cautionary announcement released on Thursday, 13 August
2009, the consortium has held discussions with major independent
Premium linked unitholders, representing 22.2% of the Premium linked
units in issue (33.9% of the independent Premium linked units) on
Thursday, 13 August 2009, 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
Premium linked units they hold on the date of the general meeting.
These linked unitholders are under no restrictions in relation to this
partial offer and are free to trade their linked units at any time up
to the general meeting and during the partial offer period.
3.3 Total indicative linked unitholder support
The aggregate of the total holdings of linked unitholders, who have
provided either irrevocable letters of undertaking in paragraph 3.1 or
indications of linked unitholder support in paragraph 3.2, represents
approximately 31.8% of the Premium linked units in issue (48.5% of the
independent Premium linked units). These holdings are however subject to
change depending on the trading activities of those linked unitholders who
have indicated strong support as detailed in paragraph 3.2.
4. Pro forma financial effects for Octodec
The financial effects of the partial offer on Octodec`s earnings per linked
unit, headline earnings per linked unit, distribution per linked unit, net
asset value per linked unit and tangible net asset value per linked unit
for the six months ended 29 February 2008 are not material and have,
therefore, not been disclosed.
5. Opinion of the independent expert
The board of Premium appointed an independent sub-committee to consider
whether the terms and conditions of the partial offer were fair and
reasonable to Premium linked unitholders. In discharging its functions, the
sub-committee undertook their own independent assessment of the terms of
the partial offer and engaged Grant Thornton (Johannesburg) ("indepdendent
expert") to provide a fair and reasonable opinion. Grant Thornton
(Johannesburg) has advised the independent sub-committee that it has
considered the terms and conditions of the partial offer and is of the
opinion that these terms and conditions are fair and reasonable insofar as
the independant Premium linked unitholders are concerned.
6. Circular regarding the partial offer
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 has been posted to Premium linked unitholders today, Friday, 11
September 2009.
Pretoria
Friday, 11 September 2009
Investment bank and sponsor Legal advisor
(Nedbank Capital logo) (Tugendhaft Wapnick
Banchetti and Partners logo)
Independent expert
(Grant Thornton logo)
Date: 11/09/2009 10:36:09 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.
