| Thu 29 Oct 2009, 14:00 | | VKE / SLM - Vukile / Sanlam - Update On The Proposed Acquisition By Vukile |
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SLM VKE
SLM VKE
VKE / SLM - Vukile / Sanlam - Update On The Proposed Acquisition By Vukile
Vukile Property Fund Limited Sanlam Limited
(Incorporated in the Republic (Incorporated in the
of South Africa) Republic of South Africa)
(Registration number 2002/027194/06) (Registration number 1959/001562/06)
JSE code: VKE NSX code: VKN JSE code: SLM NSX code: SLA
ISIN: ZAE000056370 ISIN: ZAE000070660
("Vukile") ("Sanlam")
Update on the proposed acquisition by Vukile of the property asset management
business of Sanlam Properties (Proprietary) Limited ("Sanlam Properties")
directly related to Sanlam Life Insurance Limited`s ("Sanlam Life") property
portfolio, as a going concern
1. Introduction
Vukile unitholders are referred to the detailed terms announcement, dated 11
June 2009, in which they were advised that Vukile, Sanlam Properties, Sanlam and
Sanlam Life ("the Sanlam Group Companies") had signed a term sheet relating to
inter alia:
1.1 the proposed acquisition by Vukile of the property asset management
business of Sanlam Properties directly related to the property asset management
of the Sanlam Life property portfolio, constituted by the IT infrastructure and
software, furniture and equipment and the take-on of those employees directly
related to said asset management function of the Sanlam Life property portfolio,
from Sanlam Properties as a going concern ("the Business Acquisition");
1.2 a call option to be granted by Sanlam Life to Vukile to acquire certain
properties valued at approximately ZAR500 million from Sanlam Life ("the Call
Option"); and
1.3 a right of first refusal to be granted by Sanlam Life to Vukile in respect
of the majority of the remainder of Sanlam Life`s property portfolio ("the Right
of First Refusal"),
collectively, "the Transaction".
Formal agreements ("the Agreements") documenting the Transaction were concluded
between the parties on 27 October 2009. This announcement contains an update on
the Transaction, including, inter alia, the remaining outstanding conditions
precedent.
2. The Business Acquisition
2.1 Update
Vukile, Sanlam Properties and Sanlam Life have concluded the Agreements to give
effect to the Business Acquisition, subject to the fulfilment of certain
remaining conditions precedent set out in paragraph 2.2 below. On conclusion of
the Business Acquisition and the fulfilment of the remaining conditions
precedent thereto, Vukile will, in addition to performing the property asset
management function in respect of its own property portfolio, also render
property asset management services to Sanlam Life in respect of Sanlam Life`s
property portfolio in terms of an asset management agreement concluded with
Sanlam Life on 27 October 2009 ("the Sanlam Life Asset Management Agreement").
2.2 Conditions precedent to the Business Acquisition
The Business Acquisition, the Sanlam Life Asset Management Agreement and the
agreements entered into in respect of the Call Option ("the Call Option
Agreement") and the Right of First Refusal ("the Right of First Refusal
Agreement") are all inter-conditional. In addition, the Business Acquisition is
subject to the fulfilment of the following remaining conditions precedent on or
before 31 January 2010:
2.2.1 the required approval and consents by the Vukile unitholders ("Vukile
Unitholder Resolutions");
2.2.2 approval by the relevant competition authority, to the extent
required;
2.2.3 the passing of a resolution approving the waiver of the Vukile
unitholders` rights to require the Sanlam Group Companies and their concert
parties to make a mandatory offer, in terms of the Securities Regulation Code on
Take-overs and Mergers ("the SRP Code") ("the Waiver Resolution"), and the
related dispensation from the Securities Regulation Panel ("the SRP");
2.2.4 any other regulatory approvals that may be required including, but not
limited to, the approval of the JSE Limited ("the JSE") and the SRP;
2.2.5 the passing of a resolution by the members of Sanlam Properties, in
terms of section 228 of the Companies Act No. 61 of 1973, to approve and
implement the Business Acquisition and the registration of the resolution with
the Companies and Intellectual Property Registration Office of South Africa;
2.2.6 Vukile obtaining a written opinion from an independent professional
expert that the Business Acquisition is fair, as required by the JSE Listings
Requirements, and fair and reasonable, as required by the SRP Code;
2.2.7 the counterparties to certain material contracts of Sanlam Properties
having consented in writing to the assignment of all of Sanlam Properties`
rights and obligations under such contracts to Vukile;
2.2.8 the Key Employees, as defined in the agreement relating to the
Business Acquisition, having entered into employment agreements with Vukile;
and
2.2.9 as at the date of the fulfilment or waiver of the last of the
conditions referred to above, not more than two Key Employees of Sanlam
Properties are no longer employed by Sanlam Properties for any reason whatsoever
and have not resiled from their new employment contracts with Vukile.
2.3 Conditions precedent to the Call Option Agreement and the Right of First
Refusal Agreement
The Call Option Agreement and the Right of First Refusal Agreement are
conditional (in addition to the Business Acquisition and the Call Option
Agreement and Right of First Refusal Agreement being inter-conditional) upon the
fulfilment of the condition that all approvals required by law or regulation in
order to give effect to these agreements, are obtained, if any, on or before
31 January 2010.
2.4 Conditions precedent to the Sanlam Life Asset Management Agreement
The implementation of the Sanlam Life Asset Management Agreement is conditional
(in addition to the Business Acquisition and the Sanlam Life Asset Management
Agreement being inter-conditional) upon the fulfilment, or waiver to the extent
possible, of the following conditions on or before 31 January 2010:
- that all approvals required by law or regulation in order to give effect to
the Sanlam Life Asset Management Agreement are obtained, if any; and
- the assignment and/or transfer by novation of Sanlam Properties` rights and
obligations under and in terms of the property management agreement entered into
between Sanlam Properties and JHI Property Services Systems Limited, in favour
of Vukile.
3. Acquisition of properties
Unitholders are referred to an announcement by Vukile, which appears elsewhere
in this publication, which contains details relating to the acquisition of 13
properties from the Sanlam group.
4. Circular relating to the Business Acquisition
The circular setting out the details of the Transaction and incorporating a
notice of general meeting whereby approval from the requisite majority of Vukile
unitholders to the Vukile Unitholder Resolutions, the Waiver Resolution and such
other resolutions as may be required to implement the Transaction will be
sought, will be posted to Vukile unitholders on or about 16 November 2009.
Roodepoort
29 October 2009
Investment bank, corporate adviser and transaction sponsor to Vukile
Nedbank Capital, a division of Nedbank Limited
Attorneys to Vukile
Webber Wentzel
JSE sponsor to Vukile
Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited
NSX sponsor to Vukile
IJG Securities (Proprietary) Limited
Sponsor to Sanlam
Deutsche Securities (SA) (Proprietary) Limited
Attorneys to Sanlam
Cliffe Dekker Hofmeyr Inc
Date: 29/10/2009 14:00:02 Produced by the JSE SENS Department.
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