| Wed 26 Oct 2011, 15:03 | | HYP - Hyprop Investments Limited - Placing of Hyprop Investments Limited |
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HYP
HYP
HYP - Hyprop Investments Limited - Placing of Hyprop Investments Limited
combined units
Hyprop Investments Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1987/005284/06)
Share Code: HYP
ISIN Code: ZAE000003430
("Hyprop")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO
PLACING OF HYPROP INVESTMENTS LIMITED COMBINED UNITS
26 October 2011 -
Hyprop Investments Limited ("Hyprop" or the "Company") announces a placing
(the "Placing") of up to 15.0 million combined units (the "Placing Units").
The Placing is being carried out in connection with Hyprop`s acquisition of
Attfund Retail Limited ("Attfund Retail") pursuant to which Hyprop agreed to
place or purchase up to 30.0 million of the 92.0 million consideration units
received by the Attfund Retail shareholders in connection with the
acquisition. On October 13, Hyprop announced the purchase of 15.0 million
units at a price of R54.00 per unit.
The Placing is being undertaken by way of an accelerated bookbuild to South
African and offshore institutional investors only.
Deutsche Bank AG, London Branch is acting as Sole International Bookrunner and
Joint Local Bookrunner with Java Capital (Proprietary) Limited in relation to
the Placing.
IMPORTANT NOTICES
This announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or
sale is or may be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This announcement has been issued
by and is the sole responsibility of the Company.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Deutsche Bank AG, London Branch or Java Capital (Proprietary) Limited
(together the "Joint Bookrunners") or by any of their affiliates or agents as
to, or in relation to, the accuracy or completeness of this announcement, or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any responsibility or liability
therefor is expressly disclaimed.
The distribution of this announcement and the offering of the Placing Units in
certain jurisdictions may be restricted by law and/or regulation. No action
has been taken by the Company or the Joint Bookrunners or any of their
respective affiliates that would permit an offering of such Units or
possession or distribution of this announcement or any other offering or
publicity material relating to such Units in any jurisdiction where action for
that purpose is required. Persons into whose possession this announcement
comes are required by the Company and the Joint Bookrunners to inform
themselves about and to observe such restrictions.
The price of Units and the income from them (if any) may go down as well as up
and investors may not get back the full amount invested on disposal of the
Units.
Members of the public are not eligible to take part in the Placing.
This announcement is directed only at persons in member states in the European
Economic Area (the "EEA"), who are qualified investors ("Qualified Investors")
within the meaning of Article 2(1)(e) of Directive 2003/71/EC (the "Prospectus
Directive"). In addition, in the United Kingdom, this announcement is directed
only at Qualified Investors that also (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order or
(iii) to whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). This announcement must not
be acted on or relied on (i) in the United Kingdom, by persons who are not
relevant persons and (ii) in any member state of the EEA other than the United
Kingdom, by persons who are not Qualified Investors. Any investment or
investment activity to which the announcement relates is available only to (i)
in the United Kingdom, relevant persons and (ii) in any member state of the
EEA other than the United Kingdom, Qualified Investors, and will be engaged in
only with such persons.
This announcement does not itself constitute an offer for sale or subscription
of any securities in the Company.
This announcement is not for distribution, directly or indirectly, in or into
the United States (such term to be understood throughout this announcement as
including the United States` territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia or Japan or any
jurisdiction into which the same would be unlawful. This announcement does
not constitute or form part of an offer or solicitation to acquire Units in
the capital of the Company in the United States, Canada, Australia or Japan or
any jurisdiction in which such an offer or solicitation is unlawful. In
particular, the Placing Units referred to in this announcement have not been,
and will not be, registered under the United States Securities Act of 1933
(the "Securities Act") or under the securities legislation of any state of the
United States, and may not be offered, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Subject to exceptions, the Placing Units
referred to in this announcement are being offered and sold only outside the
United States in accordance with Regulation S under the Securities Act. No
public offering of securities of the Company will be made in connection with
the Placing in the United Kingdom, the United States, Australia, Canada,
Japan, South Africa or elsewhere.
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and the Placing
Units have not been, and nor will they be, registered under the securities
laws of any state, province or territory of Australia, Canada or Japan.
Accordingly, the Placing Units may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada, Japan or any
other jurisdiction outside the United Kingdom.
The Placing Units have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or any other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this announcement. Any representation to the contrary is
unlawful.
Residents of South Africa are subject to exchange control regulations as
issued from time to time by the Financial Surveillance Department of the South
African Reserve Bank ("SARB") and are advised to seek independent advice
regarding any permissions that may be required of the Financial Surveillance
Department of the SARB with regard to the acquisition of Placing Units by any
resident of South Africa. To the extent that Placing Units are offered for
subscription, acquisition or sale in South Africa, such offer is being
effected in terms of section 96(1)(b)of the South African Companies Act and
does not constitute an offer to the public or any sector of the public within
the meaning of the South African Companies Act.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.
The Placing Units to be issued pursuant to the Placing will not be admitted to
trading on any stock exchange other than the securities exchange operated by
the JSE Limited. Neither the content of the Company`s website nor any website
accessible by hyperlinks on the Company`s website is incorporated in, or forms
part of, this announcement.
Deutsche Bank AG, London Branch is acting for Hyprop and no one else in
connection with the potential issue and will not be responsible to anyone
other than the issuer for providing the protections afforded to clients of
Deutsche Bank AG, London Branch nor for providing advice in connection with
the Placing, the contents of this announcement or any transaction, arrangement
or other matter referred to herein.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the FSA. Details about the extent of Deutsche Bank AG`s
authorisation and regulation by the FSA are available on request.
Sponsor
Java Capital
Date: 26/10/2011 15:03:02 Produced by the JSE SENS Department.
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