| Fri 8 Apr 2011, 16:23 | | HYP - Hyprop Investments Limited - Hyprop`s Proposed Acquisition of 100% of the |
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HYP
HYP
HYP - Hyprop Investments Limited - Hyprop`s Proposed Acquisition of 100% of the
shares in Attfund retail: changes to the composition of the offer consideration
and update on timing
Hyprop Investments Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1987/005284/06)
Share Code: HYP ISIN Code: ZAE000003430
("Hyprop" or "the company")
HYPROP`S PROPOSED ACQUISITION OF 100% OF THE SHARES IN ATTFUND RETAIL: CHANGES
TO THE COMPOSITION OF THE OFFER CONSIDERATION AND UPDATE ON TIMING
INTRODUCTION
Combined unitholders are referred to the previous announcements related to and
detailing the proposed offer (the "offer") to be made by Hyprop to acquire 100%
of the shares in Femtoworx Limited (in the process of being renamed Attfund
Retail Limited) ("Attfund Retail"), for the purpose of acquiring Attfund
Retail`s portfolio of property assets and listed securities.
This announcement details proposed changes to the composition of the offer
consideration and an update on the timing of the offer.
CHANGES TO THE COMPOSITION OF THE OFFER CONSIDERATION
As previously announced, in terms of the offer, Hyprop will acquire 100% of the
issued share capital of Attfund Retail for an aggregate effective consideration
of R8.986 billion less the value of Attfund Retail`s debt as at the effective
date of the offer (the "offer consideration").
In terms of the original agreement between Hyprop and the major Attfund Retail
shareholders:
- R6.048 billion of the offer consideration was to be discharged by the
issue of 112 million Hyprop combined units at R54.00 per unit (the
"consideration units")and the balance was to be discharged in cash;
- the Attfund Retail vendors were required to place 50 million of the
consideration units (the "placement units") for cash on the basis
that, if any of the placement units were not placed at a price of at
least R54 per unit, Hyprop would (at its election), either make up the
difference in cash or repurchase the placement units in question at a
price of R54 per unit.
Hyprop, Attfund Retail and the major Attfund Retail shareholders have agreed in
principle to amend the agreement relating to the offer such that, while the
aggregate offer consideration will remain unchanged, the number of consideration
units will be reduced by 20 million combined units and the cash consideration
will be increased by R1.080 billion (the value of the 20 million combined units
at a price of R54 per combined unit).
The effect of the amendment is that:
- R4.968 billion of the offer consideration will now be discharged by
the issue of 92 million Hyprop combined units with the balance being
discharged in cash; and
- the Attfund Retail vendors` requirement to place consideration units
for cash has been reduced from 50 million units to 30 million units.
The increased cash consideration is more dilutionary than the issue of
consideration units in the short term, however it has the effect of increasing
Hyprop`s gearing to a level that the board feels is more optimal, enhancing
growth going forward. In addition the reduction in the number of placement
units improves the probability of a successful placement, reducing the
likelihood of Hyprop having to either make good any shortfall or repurchase any
additional consideration units. The gearing level of the combined Hyprop and
Attfund Retail portfolios post the implementation of the offer is anticipated to
be approximately 28%, assuming no consideration units are repurchased.
UPDATE ON TIMING
The Competition Tribunal approved the offer without conditions on 6 April 2011.
The pro forma financial effects of the offer and possible repurchase together
with the Attfund Retail forecast will be published early next week.
The offer remains conditional upon, inter alia, Hyprop unitholder approval and
the implementation of the Attfund Retail restructure.
The circular and revised listing particulars in relation to the offer are
anticipated to be posted to combined unitholders within the next week.
Johannesburg
8 April 2011
Corporate advisor and legal advisor to Hyprop
Java Capital (Proprietary) Limited
Sponsor to Hyprop
Java Capital Trustees and Sponsors (Proprietary) Limited
Legal advisor to Attfund Retail
Edward Nathan Sonnenbergs Inc.
Date: 08/04/2011 16:23:02 Produced by the JSE SENS Department.
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