| Mon 20 Sep 2004, 17:40 | | ACUCAP PROPERTIES LIMITED - ACQUISITION OF ALL THE |
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ACUCAP PROPERTIES LIMITED - ACQUISITION OF ALL THE SHARES
IN AND CLAIMS AGAINST ACUCAP PROPERTY MANAGEMENT
(PROPRIETARY) LIMITED (`MANCO`)
ACUCAP PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06)
Share code: ACP ISIN: ZAE000037651
(`Acucap` or `the company`)
ACQUISITION OF ALL THE SHARES IN AND CLAIMS AGAINST
ACUCAP PROPERTY MANAGEMENT (PROPRIETARY) LIMITED
(`MANCO`)
1. Introduction
In terms of the asset management agreement entered into
between Manco and Acucap, Acucap has an option to acquire
all the shares in and claims against Manco. Manco is an
unlisted company that asset manages Acucap`s property
portfolio and provides secretarial services to Acucap.
In accordance with the above, Acucap has entered into an
agreement with the current shareholders of Manco to
acquire all the shares in and claims against Manco (`the
acquisition`) with effect from 1July 2004.
The shareholders of Manco are:
Name of shareholder Percentage
held
Nedbank Limited (`Nedbank`) 37,5%
Sanlam Property Asset Management (`Sanlam 37,5%
Properties`)
John Rens Family Trust 12,5%
PA Theodosiou Primary Trust 12,5%
2. Rationale for the acquisition
Manco was formed with the primary purpose of promoting
the listing of Acucap and thereafter managing the
company`s investment property assets. Each of the
shareholders in Manco played a significant role in the
successful listing of the company, with Sanlam Properties
facilitating the acquisition of a substantial portfolio
of good quality properties from Sanlam, Nedbank
underwriting the initial private placement that preceded
the listing, and the two executive directors devoting
their full resources to assembling the property portfolio
and managing the day-to-day activities of Acucap leading
up to its listing.
At listing, the emphasis of Manco shifted to one of asset
managing the property portfolio, and the appropriate
structures were set up by Manco to discharge its mandate.
Sanlam Properties and Nedbank were closely involved in
the day-to-day activities of Manco, and at this time,
there was a strong alignment between the shareholding of
Manco and Acucap, with Sanlam and Nedbank together
controlling 44% of the company.
In the two years since the listing of Acucap, the
shareholder profile of the company has changed
significantly, with the combined interest of Sanlam and
Nedbank in Acucap at times declining below 20%, thereby
giving rise to a potential conflict between the interests
of Acucap and Manco shareholders. During this period, the
executive directors had built a competent and autonomous
management team, capable of advancing the interests of
the company and its shareholders under the direct control
of the board of Acucap.
The company therefore recognises that Manco has fulfilled
its primary purpose in procuring the listing of Acucap
and overseeing the establishment of appropriate asset
management structures. For this reason, and to ensure
proper alignment between the interests of Acucap`s
shareholders and its management, the company resolved to
acquire Manco.
3. Consideration for the acquisition
The consideration for the acquisition is R15.15 million
and will be settled in cash out of Acucap`s current cash
resources.
4. Financial effects of the acquisition
The financial effects of the acquisition on Acucap`s
earnings per linked unit, headline earnings per linked
unit, distribution per linked unit and net asset value
per linked unit are not material and have therefore not
been disclosed.
5. Conditions precedent relating to the acquisition
All conditions precedent relating to the acquisition have
been fulfilled.
6. Related party transaction
As Messrs Paul Theodosiou and Jonathan Rens are directors
of Acucap and shareholders in Manco and as Sanlam and
Nedbank control a material shareholding in Acucap, the
acquisition is a `small related party transaction` in
terms of the JSE Securities Exchange South Africa
Listings Requirements.
Acucap has, therefore, appointed KPMG Services
(Proprietary) Limited (`KPMG`) as an independent
professional expert to review the terms and conditions of
the acquisition.
KPMG has reviewed the terms and conditions of the
acquisition and is of the opinion that these terms and
conditions are fair and reasonable to Acucap linked
unitholders. KPMG has expressed this opinion in writing
and such opinion will be available for inspection at
Acucap`s registered office, Suite A11, Westlake Square,
Westlake Drive, Westlake, Cape Town from 20 September
2004.
Cape Town
20 September 2004
Investment bank and Corporate law advisers and
sponsor consultants
Nedbank Capital Edward Nathan & Friedland
(Proprietary) Limited
Independent professional
expert
KPMG Services
(Proprietary) Limited
