| Fri 28 Feb 2003, 16:36 | | Centrecity Property Fund - Announcement Regarding |
|
CENTRECITY PROPERTY FUND - ANNOUNCEMENT REGARDING THE WINDING UP OF CENPROP AND
RESPONSE TO ACUCAP PROPERTIES LIMITED`S ANNOUNCEMENT PUBLISHED ON 27 FEBRUARY
2003
CENTRECITY PROPERTY FUND
("Cenprop")
Sharecode : CEN
ISIN : ZA000001335
(A Unit Trust Scheme in property shares registered in terms of the Unit Trusts
Control Act, No. 54 of 1981
("the Act"))
Managed by
PROPERTY FUND MANAGERS LIMITED
(Registration No. 1980/009531/06)
("PFM")
ANNOUNCEMENT REGARDING THE WINDING UP OF CENPROP AND RESPONSE TO ACUCAP
PROPERTIES LIMITED`S ANNOUNCEMENT PUBLISHED ON 27 FEBRUARY 2003
Introduction
The PFM board wishes to clarify certain matters arising out of the announcement
by Acucap Properties Limited ("Acucap") published on SENS on 27 February, 2003
("the Acucap announcement") and referred to in the Business Day on
28 February 2003, and to reaffirm the PFM board`s recommendation that Cenprop
unitholders vote in favour of the resolutions to be tabled at the general
meeting of Cenprop unitholders convened for 15:00 on Wednesday, 5 March, 2003
("the meeting") pursuant to the circular issued on 10 February, 2003 ("the
circular"), inter alia, to approve the transaction for the disposal of The
Rosebank Mall and JHI House ("The Mall") to Hyprop Investments Limited
("Hyprop").
Acucap Offers
Contrary to the views expressed by Acucap in the Acucap announcement, the PFM
board and its advisors are of the opinion that the Acucap offers which were
acceptable to PFM have lapsed. Acucap was to provide confirmation from its
bankers that funds were available to meet its obligations to settle the cash
portion of the purchase price by no later than 31 January 2003. The requisite
undertakings were not provided and the revised offers proposed by Acucap were
not acceptable to PFM, inter alia, due to Acucap`s proposals regarding the
finance for the cash portion of the purchase price. However, in accordance with
its fiduciary duties, the PFM board has endeavoured to procure revised
irrevocable written offers from Acucap reinstating the offers and, inter alia,
confirming the increase in the cash component of the purchase price for The Mall
from 50% to 75%, and to address PFM`s concerns regarding the provision of
finance for the cash portion of the purchase price offered by Acucap. PFM has
not, to date, received such renewed or revised offers from Acucap.
PFM reiterates that it has undertaken to Acucap, the JSE and the Financial
Services Board to notify Cenprop unitholders of any other suitable new or
revised offers received for The Mall and other remaining properties in the
Cenprop property portfolio.
The PFM board is therefore of the view that the Acucap announcement is
misleading.
Affirmation of the PFM Board`s Recommendation
Even if a formal written offer is received from Acucap for The Mall for a
purchase price of R350 million, of which up to 75% is payable in cash and the
balance in Acucap linked units at an issue price of R10.00 per Acucap linked
unit as stated in the Acucap announcement, the PFM board remains of the opinion
that Cenprop unitholders should still vote in favour of the resolution at the
meeting approving the agreement with Hyprop for the disposal of The Mall for a
purchase consideration of R320 million to be discharged in Hyprop combined units
at an issue price of R10.25 per Hyprop combined unit or cash, or any combination
thereof at the election of each unitholder for such unitholder`s aliquot share,
the details of which are set out in the circular ("the Hyprop transaction").
Taking into account the ruling price of Hyprop combined units of R11.70 and of
Acucap linked units of R9.70 on Thursday, 27 February 2003, the purchase
consideration to be received by Cenprop unitholders pursuant to the Hyprop
transaction, assuming that Cenprop unitholders elect to receive the purchase
consideration entirely in Hyprop combined units, is effectively higher than that
offered by Acucap even with an increased 75% cash component (approximately
R361 million for the Hyprop transaction as compared with approximately R347
million for the Acucap offer). Acucap`s offer price is even less favourable if
the purchase price offered by Acucap were to be discharged entirely in Acucap
linked units.
Cenprop unitholders are referred to the circular for additional reasons as to
why the PFM board recommends the Hyprop transaction.
Johannesburg
28 February 2003
Corporate Law Advisers and Consultants Sponsor
EDWARD NATHAN & FRIEDLAND SASFIN LIMITED
(PROPRIETARY) LIMITED
Transaction support
CORPCAPITAL
Corporate Finance
Date: 28/02/2003 04:06:00 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
