| Mon 14 Sep 2009, 12:17 | | AFP - AF Pref - Detailed Terms Announcement Relating to the Proposed |
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AFP
AFP
AFP - AF Pref - Detailed Terms Announcement Relating to the Proposed
Acquisition and Withdrawal of Cautionary Announcement
Alexander Forbes Preference Share Investments Limited
(Incorporated in the Republic of South Africa)
Registration number: 2006/031561/06
Share code: AFP
ISIN code: ZAE000098067
("AF Pref" or "the Company")
DETAILED TERMS ANNOUNCEMENT RELATING TO THE PROPOSED ACQUISITION BY AF PREF
OF UP TO 26.5% OF THE ALEXANDER FORBES FUNDING (PROPRIETARY) LIMITED ("HYCo")
TERM LOAN ("Term Loan") AND RELATED INSTRUMENTS, THE PROPOSED RIGHTS OFFER,
THE PROPOSED PREFERENCE SHARE DISTRIBUTION, THE PROPOSED CAPITALISATION ISSUE
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Linked unitholders of the Company are referred to the Alexander Forbes
Limited ("Alexander Forbes") funding structure, as detailed in AF Pref`s pre-
listing statement dated 7 July 2007 and to various cautionary announcements
published by AF Pref, the most recent of which was dated 17 August 2009. In
the announcement released on SENS on Friday 22 May 2009, linked unitholders
of the Company were informed that a consortium of investors, including
Ontario Teachers` Pension Plan Board, funds affiliated with Ethos Private
Equity Limited ("Ethos") and Actis Investment Holdings No. 86 Limited ("Actis
Investments") (collectively, the "Consortium") had purchased the Relevant
Assets as defined in paragraph 3.1 below.
Actis Investments (a member of the Consortium) sold a portion of its share in
the Relevant Assets to FirstRand (Ireland) Plc ("FRI") during August 2009.
Ontario Teachers` Pension Plan Board, Ethos and FRI (the "Vendors") are
collectively offering AF Pref the opportunity to purchase a portion of the
Relevant Assets from them, in proportion to AF Pref`s current shareholding in
Alexander Forbes Equity Holdings (Proprietary) Limited ("EquityCo"), being
26.5% ("Proportionate Share"). In order for AF Pref to acquire the
Proportionate Share of the Relevant Assets ("Proposed Acquisition"), it will
undertake a capital raising by way of a rights offer of new linked units
("Rights Offer").
Prior to the Rights Offer, AF Pref proposes to make a capital distribution of
R0.85 per preference share by way of a capital reduction out of share premium
to preference shareholders recorded in the register as such on Friday
6 November 2009 to be paid on Monday 9 November 2009 ("Preference Share
Distribution"). This will provide linked unitholders who wish to follow their
rights in terms of the Rights Offer with additional cash to do so.
In addition to the Rights Offer and Preference Share Distribution, it is
proposed that AF Pref will issue 46 846 200 new linked units in lieu of
accrued and capitalised interest on the current issued debentures
("Capitalisation Issue"). The Capitalisation Issue will be made to all linked
unitholders regardless of whether or not they intend to follow their rights
in terms of the Rights Offer. This will ensure that from the date of issue of
the Rights Offer Debentures, all debentures will be identical with regard to
rights to interest payments and accrued interest.
The purpose of this announcement is to provide linked unitholders with the
salient terms of the Proposed Acquisition, Rights Offer, Preference Share
Distribution and Capitalisation Issue ("the Transaction").
A class meeting of preference shareholders ("Class Meeting") and a general
meeting of ordinary shareholders and preference shareholders and a general
meeting of debenture holders ("General Meetings") are expected to take place
on Thursday 8 October 2009 at Alexander Forbes House, 5th Floor Board Room,
14 Long Street, Cape Town, 8001, to enable the implementation of the
Transaction.
2. Rationale
The recent turmoil in the international and local debt markets gave Alexander
Forbes and the Consortium an opportunity to restructure the Term Loan to the
advantage of Alexander Forbes and its shareholders. The advantages gained
were:
- to acquire the Term Loan and Put and Call Option Rights as defined in
paragraph 3.1 below at a discount to par value;
- to re-denominate the Term Loan and Put and Call Option Rights to South
African Rands and eliminate exchange rate risk over the longer term;
- to change the Term Loan agreement terms to allow for roll-up of
interest, resulting in greater flexibility for Alexander Forbes to
utilise its cash flows to pursue its strategic objectives; and
- to amend the terms of the senior preference shares issued by Alexander
Forbes Acquisitions (Proprietary) Limited ("Senior Preference Shares")
and the Term Loan agreement to provide greater financial flexibility
within the financial covenants to cater for the above changes and the
current economic environment.
AF Pref will acquire the Proportionate Share of the Term Loan for
R270 420 348 or a lesser amount to the extent that linked unitholders elect
not to follow their rights in terms of the Rights Offer, being 69% of face
value. In addition to the discount, the Term Loan and the Amendment Fee as
defined in paragraph 3.1 below will yield interest at 16.8% nominal annual
compounded semi-annually ("nacs") and the Put and Call Option Rights will
provide an additional value of 3.3% nacs on the principal amount of the Term
Loan.
The rationale for the Proposed Acquisition is therefore to provide linked
unitholders with the opportunity to participate in the returns offered by the
Relevant Assets. The rationale for the Rights Offer is to raise capital to
fund the Proposed Acquisition.
3. Details of the Proposed Acquisition
3.1. Background
On 2 June 2009, the Consortium acquired:
- the Term Loan;
- the preference shares in the share capital of HYCo ("HYCo Preference
Shares"); and
- the put and call option rights under the put and call option agreement
entered into between Alexander Forbes PIK Funding (Proprietary) Limited
("PIKCo") and Investec Bank Limited (as security agent) ("Put and Call
Option Agreement"), governing the put and call option rights relating to
the HYCo Preference Shares held by Investec Bank Limited acting as
nominee and agent of and for the benefit of the holders of the Term Loan
("Lenders") ("Put and Call Option Rights").
Given the work done by the Consortium to purchase the Relevant Assets and
amend the terms and conditions of the Term Loan, HYCo agreed to pay a fee
equal to 2% of the face value of the Term Loan as at 2 June 2009 ("Amendment
Fee").
In addition, the members of the Consortium subscribed for 100% of the non-
redeemable preference shares in the share capital of PIKCo ("PIKCo Preference
Shares"), which preference shares are entitled to 5% of any distributions
made by PIKCo to Alexander Forbes Holdco (Proprietary) Limited ("HoldCo").
The Term Loan, HYCo Preference Shares, Put and Call Option Rights, Amendment
Fee and PIKCo Preference Shares are collectively referred to as the "Relevant
Assets".
3.2. Terms of the Proposed Acquisition
AF Pref will acquire the Proportionate Share of the Relevant Assets for the
acquisition consideration, being R310 507 743, plus, if the date on which the
Rights Offer price will be paid to AF Pref by linked unitholders taking up
their rights (the "Operative Date") is after 30 November 2009, an amount
equal to the aggregate of:
- notional interest at a rate of 37.4% per annum, being the yield to
maturity ("YTM") on the Term Loan, applied to the acquisition
consideration attributable to the Term Loan as set out in the table
below, from 30 November 2009, to, but excluding, the Operative Date;
- notional interest at a rate of 16.8% nacs, applied to the acquisition
consideration attributable to the Amendment Fee as set out in the table
below, from 30 November 2009, to, but excluding, the Operative Date; and
- the fair value of the Put and Call Option Rights at the Operative Date
(based on the formula contained in the Put and Call Option Agreement)
less the acquisition consideration attributable to the Put and Call
Option Rights as set out in the table below (together, the "Acquisition
Consideration").
The Acquisition Consideration is allocated as follows:
Rand
Term Loan 270 420 348
Amendment Fee 8 536 708
Put and Call Option Rights 31 550 687
PIKCo Preference Shares Negligible
Acquisition Consideration 310 507 743
The Proportionate Share of the Relevant Assets will be purchased with the
Rights Offer proceeds. Should the Rights Offer not be fully subscribed, the
amount of the Relevant Assets that will be purchased may be less than the
Proportionate Share and accordingly, the Acquisition Consideration will be
reduced proportionately.
The Proposed Acquisition will be effective from the Operative Date, which is
expected to be on Monday 30 November 2009.
Should the Proposed Acquisition be approved by linked unitholders, the terms
of the AF Pref preference shares and debentures will have to be amended as
detailed in paragraph 7 below.
3.3 Salient details of the Relevant Assets
3.3.1. Term Loan and Amendment Fee
The revised terms of the Term Loan are summarised in the table below.
Principal amount: R1 486 870 671.15
Term: 7 years, maturing on 18 September 2015
("Maturity Date")
Instrument: Capital bullet term loan
Interest rate: 16.8% nacs for a period of three years, where
after the rate will be the South African prime
rate plus 3%, unless otherwise agreed by the
South African Reserve Bank ("SARB")
Additional interest: Interest which accrues on any interest amount
which has been deferred and not paid in
accordance with the Term Loan agreement, at a
rate per annum equal to 100 bps in excess of
the otherwise applicable interest rate on the
Term Loan ("Roll-up interest") and/or the
interest which accrues on the principal amount
of the term loan outstanding on the occurrence
of an event of default (as defined in the loan
agreement) and whilst it is continuing, at a
rate equal to 100bps in excess of the
otherwise applicable rate on the term loan
("default interest"), if applicable
Payment profile Interest is payable semi-annually in arrears
on 18 June and 18 December of each year unless
HYCo has elected to defer the payment of
interest in circumstances where it is entitled
to do so in accordance with the terms of the
Term Loan or the lenders have requested HYCo
to defer the payment of interest in accordance
with the terms of the Term Loan. All deferred
interest amounts bears Roll-up interest. All
deferred interest, to the extent not
voluntarily paid, is payable on the next
following interest payment date if HYCo is
permitted by the terms of the Term Loan to
make such payment or on the Maturity Date,
whichever is earlier. All deferred interest
and accrued interest unpaid during the term of
the Term Loan is due and payable on maturity.
In terms of the Term Loan agreement, the
interest payments of R10 949 886 for
18 June 2009 and R126 161 631 for
18 December 2009 have been deferred.
In addition to interest earned under the Term Loan, the Amendment Fee
represents 2% of the face value of the Term Loan and accrues interest at
16.8% nacs from 2 June 2009. The Amendment Fee is payable to the Lenders on
the later of the date on which the Senior Preference Shares are redeemed in
full and the date on which the Term Loan is paid in full.
3.3.2. HYCo Preference Shares and the Put and Call Option Rights
The rights set out in the Put and Call Option Agreement, effectively limit
the value of the HYCo Preference Shares to 3.3% nacs on the outstanding face
value of the Term Loan.
3.3.3. PIKCo Preference Shares
The PIKCo Preference Shares are non-redeemable preference shares in the share
capital of PIKCo. The PIKCo Preference Shares will be entitled to 5% of any
distribution made by PIKCo to HoldCo.
4. Details of the Rights Offer
A total of 90 000 000 AF Pref linked units (the "Rights Offer Linked Units")
will be offered for subscription by way of a rights offer to linked
unitholders, at an issue price of R3.50 per Rights Offer Linked Unit ("Rights
Offer Price") in the ratio of 90 Rights Offer Linked Units for every 100 AF
Pref linked units held at the close of trade on the record date for the
Rights Offer, being Friday 6 November 2009.
The Rights Offer Price of R3.50 per Rights Offer Linked Unit represents a:
- 10.0% discount to the theoretical (after the Preference Share
Distribution and the Capitalisation Issue) 30 day volume weighted
average price ("VWAP") to Thursday 10 September 2009; and
- 22.7% discount to the theoretical (after the Preference Share
Distribution and the Capitalisation Issue) closing price at Thursday 10
September 2009:
30 day VWAP Closing price
Price (10 September 2009) R6.56 R7.50
Less: Preference Share Distribution (R0.85) (R0.85)
Net - after the Preference Share R5.71 R6.65
Distribution
Divide: Capitalisation ratio 1.468462 1.468462
Net - after the Capitalisation R3.89 R4.53
Issue
Rights Offer Price R3.50 R3.50
Discount 10.0% 22.7%
Each Rights Offer Linked Unit will comprise 1 AF Pref preference share and 1
AF Pref debenture ("Rights Offer Debenture"). The Rights Offer Price of R3.50
per Rights Offer Linked Unit is made up as follows:
- R0.01 per AF Pref preference share; and
- R3.49 per Rights Offer Debenture.
The Rights Offer will not be underwritten and will not be subject to a
minimum subscription. If fully subscribed, the Rights Offer will raise an
amount equal to R315 000 000.
4.1. Excess subscriptions
No excess subscriptions will be permitted.
5. Details of the Preference Share Distribution
Prior to the Rights Offer, AF Pref proposes to make a capital distribution of
R0.85 per preference share by way of a capital reduction out of share premium
on Monday 9 November 2009 to preference shareholders recorded in the register
as such at the close of trade on the record date for the Preference Share
Distribution, being Friday 6 November 2009. The Preference Share
Distribution will therefore provide linked unitholders who wish to follow
their rights in terms of the Rights Offer with additional cash to do so.
6. Details of the Capitalisation Issue
The issue of the Rights Offer Debentures at a face value of R7.50 on
Monday 30 November 2009 will be at less than the accrued value of R11.01 on
the current issued debentures as at Sunday 29 November 2009. As the Rights
Offer Debentures and the current issued debentures are not distinguishable
from each other, it is proposed that AF Pref issue 46 846 200 new linked
units (the "Capitalisation Issue Linked Units") to existing linked
unitholders, in lieu of accrued and capitalised interest on the current
issued debentures, on the basis of 46.8462 Capitalisation Issue Linked Units
for every 100 AF Pref linked units held at the close of trade on the record
date for the Capitalisation Issue, being Friday 6 November 2009. The
Capitalisation Issue will be made to all linked unitholders regardless of
whether or not they intend to follow their rights in terms of the Rights
Offer. This will ensure that from the date of issue of the Rights Offer
Debentures, all debentures in issue will be identical with regard to rights
to interest payments and accrued interest. The linked units issued in terms
of the Capitalisation Issue will not rank for the Rights Offer.
7. Revised terms of the AF Pref linked units
7.1. Revised terms of the AF Pref preference shares
The preference shares currently give preference shareholders indirect
economic and voting rights to the underlying investment by AF Pref in the
equity of EquityCo.
The rights and privileges attaching to the preference shares will be amended
to provide, in addition to the above, the return on the PIKCo Preference
Shares.
7.2. Revised terms of the AF Pref debentures
The existing issued AF Pref debentures currently accrue interest at a rate
equal to 17% nacs on their face value of R7.50 per debenture.
The issue price of R3.49 for the Rights Offer Debentures will represent a
significant discount to their face value of R7.50. The Term Loan will also be
acquired at a discount to its market value, although such discount will be
insufficient to offset the discount in the issue price of the Rights Offer
Debentures. It is proposed that interest on the AF Pref debentures will
accrue at 0% for a period of approximately 283 days after the issue of the
Rights Offer Debentures in order to make up the shortfall.
If the Proposed Acquisition is approved, the AF Pref debentures will accrue
interest at a rate equal to:
- 17% nacs for the period up to and including 29 November 2009;
- 0% per annum for the period commencing on 30 November 2009 up to and
including 8 September 2010; and
- 17% nacs for the period commencing on 9 September 2010 until the date of
final redemption;
on the face value of R7.50 per debenture.
8. Conditions precedent
The Proposed Acquisition, Rights Offer and Capitalisation issue are inter-
conditional. The Preference Share Distribution is not conditional on the
implementation of the Proposed Acquisition, Rights Offer and Capitalisation
issue.
8.1. The Proposed Acquisition is conditional upon:
8.1.1. the passing of the ordinary resolution required to implement the
Proposed Acquisition by ordinary shareholders and preference shareholders;
8.1.2. the passing of the special resolutions required to implement the
amendment of the memorandum and articles of association of the Company by
ordinary shareholders and preference shareholders;
8.1.3. the passing of the extraordinary resolutions required to implement the
amendment of the debenture trust deed in respect of the Company`s debentures
by the debenture holders; and
8.1.4. the necessary registrations being made with the Companies and
Intellectual Property Registration Office; and
8.1.5. the entering into of the sale and assignment agreement to be concluded
amongst AF Pref and the Vendors, pursuant to which AF Pref agrees to
purchase, and the Vendors agree to sell, the Proportionate Share of the
Relevant Assets and it becoming unconditional in accordance with its terms.
8.2 The Rights Offer is conditional upon:
8.2.1. the passing of the ordinary resolution approving the Proposed
Acquisition;
8.2.2. the requisite majority of ordinary shareholders and preference
shareholders in general meeting passing the ordinary resolution required to
place sufficient S preference shares in the authorised but unissued share
capital of the Company under the control of the directors of the Company for
the specific purpose of issuing such S preference shares in terms of the
Rights Offer;
8.2.3. the requisite majority of debenture holders agreeing to amend the
debenture trust deed and permitting the issue of additional debentures in
terms of 8.1.3 above;
8.2.4. approval being obtained from the JSE Limited ("JSE") for the Rights
Offer circular and the application for the listings of the letters of
allocation and the Rights Offer Linked Units being granted; and
8.2.5. the necessary registrations being made with the Companies and
Intellectual Property Registration Office.
8.3. The Preference Share Distribution is conditional upon the requisite
majority of ordinary shareholders and preference shareholders in general
meeting passing the ordinary resolution required to authorise the payment of
the Preference Share Distribution.
8.4. The Capitalisation Issue is conditional upon:
8.4.1. the passing of the ordinary resolution approving the Proposed
Acquisition;
8.4.2. the requisite majority of ordinary shareholders and preference
shareholders in general meeting passing the ordinary resolution required to
place sufficient S preference shares in the authorised but unissued share
capital of the Company under the control of the directors of the Company for
the specific purpose of issuing such S preference shares in terms of the
Capitalisation Issue; and
8.4.3. the requisite majority of debenture holders agreeing to amend the
debenture trust deed and permitting the issue of additional debentures in
terms of 8.1.3 above.
9. Linked unitholder support
To date, the following investment managers, in their capacity as investment
managers for certain clients that hold in aggregate 64% of the issued linked
units at Thursday 10 September 2009, being the last practicable date prior to
finalisation of this announcement and who are eligible to vote at the Class
Meeting and General Meetings, have undertaken to vote and to recommend to
their clients to vote in favour of the resolutions necessary to implement the
Transaction at the aforementioned Class Meeting and General Meetings:
Linked unitholder Number of % held
linked units
eligible to
vote
Allan Gray Limited 48 244 299 48.2
Stanlib Asset Management Limited 15 732 724 15.7
Total 63 977 023 64.0
10. Unaudited pro forma financial effects
The table below sets out the unaudited pro forma financial effects of the
Transaction on AF Pref, based on the audited annual financial statements of
AF Pref for the year ended 31 March 2009. The table assumes 100% of the
Rights Offer Linked Units are subscribed for.
The unaudited pro forma financial effects are the responsibility of the
directors of AF Pref and have been prepared for illustrative purposes only to
provide information about how the Transaction may have affected AF Pref`s
results as if they had occurred on 1 April 2008 for pro forma income
statement purposes, and AF Pref`s financial position as if they occurred on
31 March 2009 for pro forma balance sheet purposes. Due to their nature, the
unaudited pro forma financial effects may not provide a fair reflection of AF
Pref`s financial position or results of operations after the implementation
of the Transaction.
Audited Adjustment Before the Adjustment
annual due to the Transaction due to the
financial debt Preference
statements restructure Share
(note 1) in EquityCo Distribution
(note 2) (note 3)
Earnings (112.0) (4.6) (116.6) (6.4)
per
preference
share
(cents)
Headline (20.0) (4.6) (24.6) (6.4)
earnings
per
preference
share
(cents)
Net asset 9.2 (0.1) 9.1 (0.8)
value per
preference
share
(Rand)
Net 9.2 (0.1) 9.1 (0.8)
tangible
asset
value per
preference
share
(Rand)
Weighted 100 100 -
average
number of
preference
shares in
issue
(millions)
Number of 100 100 -
preference
shares in
issue
(millions)
Adjustment Adjustment Unaudited % Change from
due to the due to the pro forma before the
Capitalisation Proposed after the Transaction
Issue (note 4) Acquisition Transaction
and Rights
Offer (note 5)
Earnings 39.0 29.9 (54.1) 53.6%
per
preference
share
(cents)
Headline 10.0 5.9 (15.1) 38.6%
earnings
per
preference
share
(cents)
Net asset (2.6) (2.2) 3.5 (61.5%)
value per
preference
share
(Rand)
Net (2.6) (2.2) 3.5 (61.5%)
tangible
asset
value per
preference
share
(Rand)
Weighted 46 90 236 136.0%
average
number of
preference
shares in
issue
(millions)
Number of 46 90 236 136.0%
preference
shares in
issue
(millions)
Notes and assumptions:
1) Extracted from the audited annual financial statements of AF Pref for the
year ended 31 March 2009.
2) Adjustment to the equity accounted loss as a result of adjustments in
PIKCo and HYCo. This represents AF Pref`s portion of the once off cost in
EquityCo relating to the debt buy back, being R24 million multiplied by AF
Pref`s interest of 26.5%.
3) Adjustment for interest lost on the Preference Share Distribution of R85
million at 10% per annum and to cash and cash equivalents to reflect the
payment of the Preference Share Distribution of R85 million.
4) Adjustment to reflect the issue of an estimated 46 846 200 linked units by
AF Pref pursuant to the Capitalisation Issue. The Capitalisation Issue will
have no impact on the obligations of AF Pref.
5) Adjustments to reflect the impact of the Proposed Acquisition and Rights
Offer:
- Preference shareholders` interest has been adjusted to include the 90
million preference shares issued at R0.01. Debentures have been adjusted
for the 90 million rights offer debentures issued at R3.49 per
debenture;
- Interest receivable for twelve months on the Relevant Assets;
- Interest payable on the debentures to be issued in terms of the Rights
Offer assuming a 100% take up. The effective interest rate of 29% has
been estimated assuming an issue price of R3.49 (which represents a
discount to the face value of R7.50 and therefore increases the
effective interest rate over the life of the instruments) and an exit
date of 18 September 2015; and
- Transaction costs of R5 million included under the Proposed Acquisition
and Rights Offer relate to the conclusion of the Transaction. The
expenses are not considered to have a material effect on the effective
interest rate of the Relevant Assets and were therefore expensed in the
income statement for purposes of the pro forma financial effects.
11. Salient dates and times
2009
Class Meeting and General Meetings
Circular posted to linked unitholders on Wednesday 16 September
Last day to lodge forms of proxy for the Class Tuesday 6 October
Meeting by 11:00 on
Last day to lodge forms of proxy for the general Tuesday 6 October
meeting of ordinary shareholders and preference
shareholders by 11:15 on
Last day to lodge forms of proxy for the general Tuesday 6 October
meeting of debenture holders by 11:30 on
Class Meeting to be held at 11:00 on Thursday 8 October
General meeting of ordinary shareholders and Thursday 8 October
preference shareholders to be held at 11:15, (or as
soon thereafter as the Class Meeting is concluded)
on
General meeting of debenture holders to be held at Thursday 8 October
11:30 (or as soon thereafter as the general meeting
of ordinary shareholders and preference
shareholders is concluded) on
Results of Class Meeting and General Meetings Thursday 8 October
released on SENS on
Results of Class Meeting and General Meetings Friday 9 October
published in the press on
If the Preference Share Distribution becomes
unconditional
Preference Share Distribution finalisation Friday 23 October
announcement
Last day to trade in AF Pref linked units in order Friday 30 October
to receive the Preference Share Distribution
AF Pref linked units commence trading ex the Monday 2 November
Preference Share Distribution
Record date for the Preference Share Distribution Friday 6 November
Payment date for the Preference Share Distribution Monday 9 November
If the Capitalisation Issue becomes unconditional
Capitalisation Issue finalisation announcement Friday 23 October
Last day to trade in AF Pref linked units in order Friday 30 October
to receive the Capitalisation Issue Linked Units
Listing of and trading in Capitalisation Issue Monday 2 November
Linked Units commences
Record date for the Capitalisation Issue Friday 6 November
Issue of Capitalisation Issue Linked Units Monday 9 November
If the Rights Offer becomes unconditional
Last day to trade in AF Pref linked units in order Friday 30 October
to participate in the Rights Offer (cum
entitlement)
AF Pref linked units commence trading ex-rights on Monday 2 November
the JSE at 09:00 on
Listing of and trading in the letters of allocation Monday 2 November
on the JSE commences at 09:00 on
Record date for the Rights Offer Friday 6 November
Rights Offer circular and form of instruction, Monday 9 November
where applicable, posted to linked unitholders
Rights Offer opens at 09:00 on Monday 9 November
Dematerialised linked unitholders will have their Monday 9 November
accounts at their CSDP or broker automatically
credited with their letters of allocation
Certificated linked unitholders will have their Monday 9 November
letters of allocation credited to an electronic
register at the transfer secretaries
Last day to trade letters of allocation on the JSE Friday 20 November
Last day for forms of instruction of certificated Friday 20 November
linked unitholders wishing to sell all or part of
their entitlement to be lodged with the transfer
secretaries by 12:00 on
Listing of maximum number of Rights Offer Linked Monday 23 November
Units and trading therein on the JSE commences
Rights Offer closes at 12:00 and payment to be made Friday 27 November
and forms of instruction lodged by certificated
linked unitholders with the transfer secretaries by
12:00 on
Record date for the letters of allocation Friday 27 November
CSDP or broker accounts in respect of holders of Monday 30 November
dematerialised linked units are debited and updated
with Rights Offer Linked Units on or about
Linked unit certificates are posted to certificated Monday 30 November
linked unitholders by registered post on or about
Results of Rights Offer announced on SENS on Monday 30 November
Results of Rights Offer published in the press on Tuesday 1 December
Adjustments to the number of Rights Offer Linked Tuesday 1 December
Units listed, on or about
If the Proposed Acquisition becomes unconditional
Implementation date Monday 30 November
Acquisition Consideration paid to the Consortium Monday 30 November
and FRI
Notes:
1) Linked unit certificates in respect of AF Pref linked units may not be
dematerialised or re-materialised between Monday 2 November and
Friday 6 November, both days inclusive.
2) CSDPs effect payment on a delivery versus payment method in respect of
qualifying linked unitholders holding dematerialised linked units.
3) If you are a qualifying linked unitholder holding dematerialised linked
units you are required to notify your duly appointed CSDP or broker of your
acceptance of the Rights Offer in the manner and time stipulated in the
custody agreement governing the relationship between yourself and your CSDP
or broker.
4) Dematerialised linked unitholders are advised to contact their CSDP or
broker as early as possible to establish what the cut off times are for the
acceptances of the Rights Offer, as set out in the custody agreement, as this
may be earlier than the Rights Offer closing date.
5) All times shown above are South African local times.
6) The above dates and times are subject to amendment. Any material
amendments to the dates and times will be released on SENS and published in
the South African Press.
7) The Rights Offer Linked Units issued in terms of the Rights Offer will not
be registered for purposes of the Rights Offer with the Securites and
Exchange Commission, Washington D.C., the Canadian Provinicial Securities
Commission, or the Australian Securities Commission under the Australian
Corporation Law, as amended. Accordingly the Rights offer will not be made to
or be open for acceptance by persons with registered addresses in the United
States of America or any of its territories, dependencies, possessions or
commonwealths or in the District of Columbia or in the Dominion of Canada or
in the Commonwealth of Australia, its states, territories or possessions. The
CSDP or broker will ensure that where such persons are holding AF Pref linked
units in dematerialised form that the CSDP or broker adheres to the above
restrictions.
12. Further documentation
A circular containing details of the Transaction will be dispatched to AF
Pref linked unitholders on or about Wednesday 16 September 2009. A Rights
Offer circular, incorporating revised listing particulars and a form of
instruction in respect of a letter of allocation, where applicable, will be
posted to AF Pref linked unitholders on or about Monday 9 November 2009.
13. Withdrawal of cautionary announcement
AF Pref linked unitholders are advised that, as a result of the publication
of this announcement, the cautionary announcement is now withdrawn and
caution is no longer required to be exercised by linked unitholders when
dealing in their securities.
Sandton
14 September 2009
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys
Deneys Reitz Inc.
Reporting accountants
PricewaterhouseCoopers Inc.
Date: 14/09/2009 12:17:58 Produced by the JSE SENS Department.
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