| Thu 27 Oct 2011, 7:17 | | 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
27 October 2011 -
Hyprop Investments Limited ("Hyprop" or the "Company") announces that it has
successfully completed the placing (the "Placing") of 15.0 million combined
units at R53.00 per combined unit. The Placing was carried out in connection
with Hyprop`s acquisition of Attfund Retail Limited ("Attfund Retail").
Deutsche Bank AG, London Branch acted 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: 27/10/2011 07:17:02 Produced by the JSE SENS Department.
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