| Fri 9 Dec 2011, 17:00 | | CAP - Cape Empowerment Limited - Terms announcement relating to the proposed |
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CAP
CAP
CAP - Cape Empowerment Limited - Terms announcement relating to the proposed
subscription by CEL for up to 79,411,765 "B" Linked Units in the capital of
Ascension Properties Limited
CAPE EMPOWERMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/001807/06)
JSE Code CAP
ISIN ZAE0001450066
("CEL", "the company" or "the group")
TERMS ANNOUNCEMENT RELATING TO THE PROPOSED SUBSCRIPTION BY CEL FOR UP TO
79,411,765 "B" LINKED UNITS IN THE CAPITAL OF ASCENSION PROPERTIES LIMITED
("ASCENSION")
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION, terms and rationale
1.1 Ascension (previously Grey Jade Trade and Invest 85 Proprietary
Limited) was established on 23 August 2006 as a black owned and black
managed property loan stock company to invest in assets and
opportunities within the commercial property sector in South Africa,
focussing on Government tenanted commercial office buildings. The
group is a founding shareholder of Ascension. Ascension currently owns
a portfolio of 5 office properties located in Gauteng and the Western
Cape valued at approximately R366 million and is in the process of
acquiring a further 7 properties valued at approximately R403 million.
1.2 Ascension is considering a listing on the JSE Limited ("JSE") in the
"Real Estate - Real Estate Holdings & Development" sector ("the
listing") during 2012.
1.3 Ascension has an existing loan facility of up to R40,500,000 with Cape
Empowerment Trust Limited ("CET"), a wholly owned subsidiary of CEL
("loan facility"). CET and Ascension entered into a subscription
agreement in terms whereof CET has agreed to subscribe for such number
of "B" linked units in the capital of Ascension, each of which
comprises one "B" ordinary share of no par value linked to one variable
rate, unsecured, subordinated "B" debenture with a nominal value of 50
cents each ("B-Linked Units"), as is equal to the total amount
outstanding under the loan facility at the date of the subscription
divided by a subscription price of 51 cents per B-Linked Unit, in full
discharge of the loan facility ("subscription").
1.4 Immediately prior to the subscription, CET`s shareholding in Ascension
will comprise 38,885,235 B-Linked Units. Assuming an amount owed by
Ascension of R40,500,000 CET will subscribe for an additional
79,411,765 additional B-Linked Units.
1.5 The rationale for the subscription is to increase the group`s holdings
of B-Linked Units in Ascension in line with its stated strategy of an
increased focus on the property sector.
2. Pro forma financial effects
The pro forma financial effects of the subscription on CEL`s earnings
per share, headline earnings per share, net asset value and net
tangible asset value per share for the six month period ended 30 June
2011 are not significant (i.e. are less than 3%), and are therefore not
required to be disclosed in terms of the Listings Requirements of the
JSE.
3. Condition Precedent
3.1 The subscription is subject to the shareholders of CEL passing the
necessary resolutions to approve the subscription as required in terms
of the Listings Requirements and the condition precedent to the
subscription is not capable of being waived.
4. Categorisation AND GENERAL MEETING
4.1 The subscription is categorised as a Category 1 transaction, which
requires the approval of CEL shareholders in general meeting.
4.2 A circular containing further details of the subscription and a notice
to convene a general meeting of CEL shareholders to approve the
subscription shall be posted to shareholders in due course.
5 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that, as a result of the publication of this
announcement, the relevant cautionary announcement is now withdrawn.
Cape Town
9 December 2011
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Legal advisors
Cliffe Dekker Hofmeyr Inc.
Date: 09/12/2011 17:00:02 Produced by the JSE SENS Department.
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