| Thu 30 Jun 2005, 9:16 | | Abridged Prospectus |
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Siyathenga Property Fund Limited - Abridged Prospectus
SIYATHENGA PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2004/005198/06)
(Share code: SYA ISIN: ZAE000069530
(`Siyathenga` or `the company`)
ABRIDGED PROSPECTUS
relating to:
a public offer for subscription of 38 184 623 linked units in Siyathenga, each
comprising one share of 0,01 cent (`share`) in the issued
share capital of Siyathenga indivisibly linked to one unsecured variable rate
subordinated debenture (`debenture`) having a nominal value of 460 cents (`the
Siyathenga linked units`), at a subscription price of 500 cents per Siyathenga
linked unit (`the public offer`) conditional upon such Siyathenga linked units
being available for subscription subsequent to:
# the renounceable rights offer to Pangbourne Properties Limited
(`Pangbourne`) combined unitholders of 39 984 623 Siyathenga linked units
(`the rights offer`); and
# a preferential offer to the Siyathenga Unit Purchase Scheme to take up to a
maximum of 1 800 000 Siyathenga linked units at a subscription price of 500
cents per Siyathenga linked unit conditional upon such Siyathenga linked
units being available for subscription subsequent to the rights offer (`the
preferential offer`) (collectively, `the offers`).
1. Introduction
Siyathenga, which means `we are buying` in isiZulu, is a wholly owned
subsidiary of Pangbourne. The company owns a portfolio of 13 properties with a
predominantly retail focus. Siyathenga will be listed on the JSE Securities
Exchange South Africa (`the JSE`) on or about Friday, 5 August 2005 (`the
listing`).
The company has announced on the Securities Exchange News Service (`SENS`) on
30 June 2005, together with this announcement, that it is offering Pangbourne
combined unitholders, in aggregate and by way of a renounceable rights offer,
39 984 623 new linked units in Siyathenga (`the rights offer linked units`).
To the extent that Pangbourne combined unitholders or their renouncees do not
follow their rights in terms of the rights offer, 1 800 000 linked units in
Siyathenga are to be offered to the Siyathenga Unit Purchase Scheme in terms
of the preferential offer.
The remaining rights offer linked units (up to a maximum of 38 184 623 rights
offer linked units) will be offered to the public in terms of the public offer
at a subscription price of 500 cents per Siyathenga linked unit.
Pangbourne combined unitholders wishing to subscribe for Siyathenga linked
units in excess of their allocation under the rights offer are invited to make
application for such additional Siyathenga linked units in terms of the public
offer.
The public and Pangbourne combined unitholders can subscribe for Siyathenga
linked units by completing the application form enclosed with the prospectus.
2. Background and nature of business
Siyathenga is a property loan stock company that will derive its revenue
primarily from retail property rentals. The primary purpose of the listing of
Siyathenga is to offer Pangbourne combined unitholders and other investors an
opportunity to directly invest in a retail-focused property portfolio that is
characterised by regular income escalations and strong capital growth.
Siyathenga has three wholly-owned subsidiaries, Siyathenga Properties One
(Proprietary) Limited, Siyathenga Properties Two (Proprietary) Limited
and Siyathenga Properties Three (Proprietary) Limited (`the Siyathenga group`).
The Siyathenga group structure is designed to enable Siyathenga to participate
in a commercial mortgage-
backed securitisation transaction in due course. This will provide an
alternative source of debt funding at lower cost which will facilitate the
growth of both the net income of the company and the property portfolio size.
3. The property portfolio
Siyathenga, with the assistance of Pangbourne as holding company and promoter,
has assembled a portfolio of properties (`the property portfolio`) comprising:
# the Pangbourne Portfolio, consisting of three properties that were acquired
by Pangbourne in recent years, namely Musgrave Plaza and Constantia Park,
Durban and President Place, Johannesburg;
# the Strupot Portfolio, comprising seven of the properties acquired by
Pangbourne from Strupot Property Investments (Proprietary) Limited during
2004, the main properties of which are:
- Edgars, West Street, Durban;
- Shoprite, Gezina, Pretoria;
- Oxford Manor, Illovo, Johannesburg;
- Shoprite Mowbray, Cape Town; and
- Shoprite Port Shepstone;
# the Pineslopes Portfolio, comprising the Pineslopes retail centre and
commercial offices situated in Fourways, Sandton, details of which were
contained in an announcement published on SENS on 9 March 2005; and
# The Crescent, a convenience retail centre situated in Umhlanga Rocks,
details of which were contained in an announcement published on SENS on 16
March 2005.
In addition, agreement has been reached for the acquisition of a 50% undivided
share in Willowbridge, a new shopping centre currently under construction and
located in Tyger Valley, Cape Town (`the Willowbridge acquisition`). The
Willowbridge acquisition is conditional upon, inter alia:
# at least 80% of the building and completion costs of Willowbridge having
been incurred on or before 31 January 2006; and
# the minimum requisite leases having been concluded by not later than 31
January 2006. The main components of this condition are that 80% of the
lettable area of Willowbridge has been let with effect from the completion
of the Willowbridge development and that certain anchor tenants have
signed for at least 10 000 square metres of lettable area.
The property portfolio has been selectively assembled to ensure that it
consists of quality properties. Property investments will be focused on retail
centres that produce sustainable growth in net income due to their location,
size, visibility, tenant mix and accessibility. These will be located in well-
established or growing nodes with strong levels of disposable income.
The flagship retail properties of the portfolio are The Crescent, the
Pineslopes Portfolio and Willowbridge. The retail component of the property
portfolio will be complemented by commercial centres that will typically have
strong tenant profiles and long-dated lease expiry profiles.
The aggregate purchase consideration of the property portfolio, including
Willowbridge, is approximately R796,3 million.
3.1 Spread of properties by usage
The spread of properties by usage on a market value basis is as follows:
74% - Retail
24% - Commercial
2% - Industrial
3.2 Spread of properties by geographic location
It was the intention of Siyathenga to achieve a diversified geographic spread.
The geographic spread of the property portfolio calculated on market value
is as follows:
40% - Gauteng
38% - KwaZulu Natal
22% - Western Cape
3.3 Leases
The general duration of the leases for multi-tenant buildings is between three
and five years. The duration of the leases for anchor and single tenants
ranges between five and ten years.
Rentals are escalated on an annual basis. The annual escalation percentage
ranges between five percent and ten percent.
Pangbourne and the co-owners of Willowbridge are currently concluding leases
in respect of Willowbridge and hence Willowbridge has been excluded from the
above lease expiry profile. It is anticipated that the duration of the new
leases in respect of Willowbridge will range from three to ten years. It is
therefore expected that the inclusion of the Willowbridge leases would further
enhance the profile shown above.
4. Objectives of Siyathenga
The primary objectives of Siyathenga are to:
# establish a high quality, retail focused portfolio of well-positioned,
rental income producing properties that are either wholly-owned or owned in
partnership;
# increase the property portfolio`s asset value to at least R1,5 billion in
the medium term to achieve critical mass, economies of scale and to increase
the tradability of the Siyathenga linked units;
# maximise and secure long-term earnings and capital growth; and
# facilitate the participation of Siyathenga linked unitholders in the
underlying income streams derived from its assets by distributing 99% of
such income generated after providing for operating expenditure,
maintenance and other provisions in accordance with the debenture trust
deed.
5. Prospects of Siyathenga
Independent research for the last three-, five- and ten-year periods has
indicated that the capital growth in the South African retail property sector
has outperformed the rest of the property sector. This growth is expected to
continue given the low inflation environment and growing consumer spending.
Siyathenga has the ability to generate long-term income growth, given that:
# the property portfolio has been specifically assembled in accordance with
the company`s investment criteria;
# the directors and management of Siyathenga, collectively, possess a wealth
of experience in the relevant fields of property related investments, asset
and property management and financial structuring; and
# a Property Management Agreement and an Asset Management Services and
Advisory Agreement have been concluded on market-related terms and
conditions in terms of which the properties and the administration of
Siyathenga will be professionally managed by Pangbourne.
In order to secure and maximise Siyathenga`s income stream, efficient gearing
will be utilised. Siyathenga`s level of gearing is expected to enhance the
yield on the property portfolio.
Although the Articles of Association of the company permit a gearing level of
65% of the market value of the Siyathenga group`s assets, the initial target
gearing level has been set by the board of directors of Siyathenga (`the
board`) at approximately 60%. It is envisaged by the board that the gearing
level (excluding borrowings arising through the debenture portion of the
Siyathenga linked units) will decline in the medium term to 50% of total
assets.
6. Rationale for the listing
The main purposes of the listing are:
# to provide funds to settle certain of the property vendors` claims;
# to ensure that the optimal capital structure of Siyathenga is achieved;
# to afford financial institutions, retirement funds and the
investing public the opportunity to participate directly in the income
stream derived from Siyathenga, as well as in the future capital growth
of its assets;
# to provide a source of capital in order to facilitate the future growth of
Siyathenga;
# to enhance investor and general public awareness of Siyathenga;
# to provide working capital for Siyathenga; and
# to obtain a wide spread of Siyathenga linked unitholders.
The flexibility afforded by the listing is expected to enable the company to
acquire additional properties at favourable yields, thereby improving the
profitability of the property portfolio, expanding its asset base, increasing
its market capitalisation on the JSE and enhancing the liquidity of the
Siyathenga linked units.
7. Share capital, share premium and debenture capital
The authorised and issued share capital, share premium and debenture capital
in Siyathenga, as at the commencement of the offers and listing, are set out
below.
R 000
Authorised
200 000 000 ordinary shares of 0.01 cent each 20
Issued
30 000 000 ordinary shares of 0.01 cent each 3
Share premium 11 997
Debentures
30 000 000 debentures of 460 cents each 138 000
Total 150 000
The authorised and issued share capital, share premium
and debenture capital in Siyathenga,
subsequent to the offers and listing, is set out below.
R 000
Authorised
200 000 000 ordinary shares of 0.01 cent each 20
Issued
69 984 623 ordinary shares of 0.01 cent each 7
Share premium 27 987
Debentures
69 984 623 debentures of 460 cents each 321 929
Total 349 923
All the authorised and issued shares are and, subsequent to the rights offer,
will be of the same class and rank pari passu in all respects.
Each share is and, subsequent to the offers and the listing, will be
indivisibly linked with one debenture to form one Siyathenga linked unit.
8. Financial information
8.1 The pro forma balance sheets as at listing, excluding and including
Willowbridge, are set out in the table below.
Excluding Including
Willowbridge Willowbridge
Pro forma Pro forma
Balance sheet of Siyathenga as at listing R 000 R 000
ASSET
Non-current asset
Investment properties 640 273 796 373
EQUITY AND LIABILITIES
Capital
Share capital and premium 27 994 27 994
Non-current liabilities
Debenture capital 321 929 321 929
Other interest-bearing borrowings 290 350 446 450
612 279
768 379
640 273 796 373
8.2 The profit forecast for the twelve months ending 30 June 2006 is set out
in the table below.
Portfolio excl
Willowbridge Willowbridge Total
R 000 R 000 R 000
Revenue 86 495 19 135 105 630
Building expenses (13 485) (3 527) (17 013)
Net income 73 010 15 608 88 617
Operating costs (9 956)
Net interest paid (42 794)
Available for distribution
to linked unit holders 35 867
Distribution to linked unit (35 867)
holders
Retained earnings after
distribution -
Distribution per linked
unit (cents) 51,25*
One year forward yield
on issue price of
500 cents per linked unit 10,25%
Note*:
Attention should be drawn to the fact that the 51.25 cents forecast distribution
per Siyathenga linked unit relates to a full financial year of trading. Holders
of rights offer linked units will receive a distribution in respect of the
period from the date of issue, being 15 August 2005, to 30 June 2006 and not for
the full twelve months to 30 June 2006.
The principal assumptions used in the preparation of the profit forecast are set
out below.
# The economic conditions and political stability in South Africa will not
materially deteriorate.
# There are no material unforeseen economic factors that will affect the
tenants` abilities to meet their commitments in terms of existing lease
agreements.
# Contracted revenue is based upon existing lease agreements.
# Where a lease expires in respect of existing tenants within the forecast
period, this lease will be renewed, or a new tenant will be secured within a
reasonable time period, at fair market rates.
# On a portfolio basis, a bad debt provision of 1% has been raised against
total gross income.
# Operating expenditure has been determined after taking into account
historical costs.
# Interest payable on the debt funding will be at an average rate of 9,41% per
annum before taxation.
# Any excess cash will earn interest at an average rate of 8% per annum before
taxation.
# Unfavourable cash balances are not expected during the forecast period and
therefore it is expected that no interest expense will be incurred in
this regard.
# The net income of the property portfolio, excluding Willowbridge,
accrues to Siyathenga with effect from 1 July 2005.
# No properties will be acquired and no properties will be disposed of except
for Willowbridge, which has been assumed to have been acquired with effect
from 1 October 2005.
# Net income after interest will be distributed to linked unitholders in full.
# Company tax does not exceed 29% and Secondary Tax on Companies is payable at
a rate not exceeding 12,5%.
# Revenue includes rental income, parking income and operating cost
recoveries. The asset management costs to be paid to Pangbourne of 0.15% of
the cost price of the property portfolio have been capitalised to investment
properties.
# Total costs relating to the listing amounting to approximately R17 million
have been capitalised to investment properties.
8.3 Borrowings
Details of Siyathenga`s borrowings prior to the listing are set out in the
table below. Funds raised through the offers will be applied first against the
loan from Pangbourne and then against the bank funding as set out below.
Lender Amount Security
R`000
Absa Bank Limited 145 702 Covering mortgage
(`Absa`) bonds over all the
properties on a
pari passu basis
with RMB and
Nedbank
Nedbank Limited 75 307 Covering mortgage
(`Nedbank`) bonds over all the
properties on a
pari passu basis
with Absa and
RMB
FirstRand 163 711 Covering mortgage
Bank Limited, acting bonds over all the
through its properties on a
Rand Merchant Bank pari passu basis
division (`RMB`) with Absa and
Nedbank
Pangbourne 105 553 Unsecured
Lender Repayment terms Rate of interest
Absa Bank Limited 1July 2010 - 50% 180 basis points
(`Absa`) of the capital above JIBAR
outstanding interest rate nominal
1 July 2012 - the annual compounding
balance of the monthly in arrear
capital outstanding
Nedbank Limited 1July 2010 - 50% 180 basis points
(`Nedbank`) of the capital above JIBAR
outstanding interest rate nominal
1 July 2012 - the annual compounding
balance of the monthly in arrear
capital outstanding
FirstRand 1July 2010 - 50% 160 basis points
Bank Limited, acting of the capital above JIBAR
through its outstanding interest rate nominal
Rand Merchant Bank 1 July 2012 - the annual compounding
division (`RMB`) balance of the monthly in arrear
capital outstanding
Pangbourne Expected to be Prime interest rate
repaid in full on minus one percent
15 August 2005
Where appropriate, interest rates on borrowings will be fixed to ensure the
stability of future growth. In line with this strategy, Siyathenga has entered
into fixed interest rate agreements in terms of which it has fixed its
interest rate exposure over the time period and to the extent set out in the
table below.
Interest rate
Facility amount Term (nominal annual
(R 000) (years) compounding quarterly)
192 000 3 9,32%
157 000 2 9,01%
9. Directors
The full names, ages, qualifications, business address and occupations of the
directors of Siyathenga are set out below.
Executive director
Andre Paul Forrest von Bulow (39) Managing Director
Address 2nd Floor, Pangbourne House,
382 Jan Smuts Avenue, Craighall, 2196
Occupation Managing Director: Siyathenga
Nationality South African
Qualification B.Bus Sci, CA (SA), H Dip Tax
Experience Andre completed his articles with Deloitte & Touche in
1992 and subsequently worked for Manica Freight
Services (Proprietary) Limited for two years as the
group financial executive. Andre joined Mettle Limited
in 1996 in the role of a structured financier. After
being extensively involved in the listing of iFour
Properties Limited in 2002 and its subsequent
acquisition of additional properties in 2003, as well as
the securitisation thereof in 2004, Andre
joined Pangbourne in February 2004 in the role of
strategic executive.
Independent non-executive directors
Bruno Frigenti (57)
Address 1st Floor, Hyde Square,
Cnr Jan Smuts Avenue and North Road, Hyde Park
Occupation Property Developer
Nationality Italian
Qualification PREP (UNISA)
Experience Bruno has accumulated 32 years of experience in the
property industry, the bulk of which has been with
First Land Developments Limited and FMO Brokers
(Proprietary) Limited and is currently an executive
director of both of these companies. First Land
Developments Limited is a township development company
controlled by the First Rand Group while FMO Brokers is
owned and controlled by Bruno. Bruno is also a member
of the South African Institute of Valuers and a
registered professional valuer with The South African
Council For Valuers.
Ernest Peter Mosley Moses (70)
Address 32 New Forest Road, Forest Town, Johannesburg, 2193
Occupation Retired Accountant and Managing Director of Barlow
Rand Properties
Nationality South African
Qualification No formal qualifications
Experience Peter commenced his career as an accountant and later
managing director of Harding & Parker. In 1981 he
joined the property division of Barlow Rand Limited and
was appointed to the board of Barlow Rand Properties as
marketing director in 1988. In 1992 he was appointed as
managing director. The following year Peter was
appointed to the board of RMP Properties. Peter retired
in 1996, but continued to share his extensive
experience in all facets of investment and marketing of
property as a consultant to and non-executive director
of companies and is currently a non- executive director
of iFour Properties Limited. He is also a trustee of
the African Game Bird Research and Education and
Development Trust.
Lizwi Xolisile Mtumtum (33)
Address Yard Capital, Grayston 66,
2 Norwich Close, Sandton
Occupation Executive Director, Yard Capital
(Proprietary) Limited
Nationality South African
Qualification BA (Economics / Accounting) (USA)
Experience Lizwi is currently an executive director of Yard
Capital (Proprietary) Limited, a BEE investment holding
company. Before joining Yard Capital, Lizwi was a
senior corporate finance executive at Nedbank Limited
and a senior executive at Nedcor Limited. He has over
seven years investment banking experience attained
while working for ABN AMRO Bank, JP Morgan (previously
Robert Flemming South Africa), FBC Fidelity Bank and
ultimately Nedbank (formerly Nedcor Investment Bank)
when it acquired FBC Fidelity Bank in 2000. Lizwi also
serves as a non-executive director of United
Arbitration Forum Holding Limited (t/a the Arbitration
Forum).
Non-executive directors
Anthony John Warren Chairman
Langdon Richards (63)
Address 2nd Floor, Pangbourne House,
382 Jan Smuts Avenue, Craighall, 2196
Occupation Chairman: iFour Properties Limited; Director: Pangbourne
Nationality South African
Qualification BA (Dublin)
Experience Tony is a partner in Change Partners (executive
coaching) and managing director of Paforma Property
Finance (Proprietary) Limited, a Pangbourne subsidiary.
Previously he was an executive director of the board of
Hunts Leuchers & Hepburn Limited until 1984, thereafter
a member of the Industrial Investment Company Limited
board to 1990 and served on the board of Robinson Group
Holdings Limited from 1991 to 1998. Tony was joint
managing director of Pangbourne with Athol Campbell
from 1996 to 1999 and has been a board member of
Pangbourne since 1995. Tony serves as a non-executive
chairman of iFour Properties Limited.
Athol Marshall
Armstrong Campbell (58)
Address 2nd Floor, Pangbourne House,
382 Jan Smuts Avenue, Craighall, 2196
Occupation Chief Executive Officer: Pangbourne
Nationality South African
Qualification BBAdmin (USA)
Experience Athol served as executive chairman of Robinson Group
Holdings Limited, proprietors of the Natal Mercury, and
as non-executive director of Sage Trust Company
Limited. He was a founding member of Rand Natal Trust
Limited. Athol has served on the Pangbourne board since
its listing in 1987. He was appointed joint managing
director with Tony Richards from 1996 to 1999 after
which he was appointed Chief Executive Officer of
Pangbourne. Athol is also a non-executive director of
iFour Properties Limited.
John Braidwood Gibbon (64)
Address 7 Kyle Crescent, The Inandas, 58 Rivonia Road,
Sandton, 2146
Occupation Chartered Accountant
Nationality South African
Qualification CA (SA)
Experience John retired as a partner of PricewaterhouseCoopers in
2001 having been with the practice since 1964. He is a
past president of Rotary and a former Member of Council
of the then University of Port Elizabeth. John is a
non-executive director of Hudaco Industries Limited,
iFour Properties Limited and Pangbourne and he also
serves as Chairman of the Audit Committee for these
Companies.
10. Asset management of the property portfolio
The asset management of the property portfolio will be conducted in-house by
Siyathenga. Siyathenga will obtain property industry-related research and
other relevant information from Pangbourne, to facilitate asset management
decision-making, in terms of an Asset Management Services and Advisory
Agreement. In terms of such agreement, Pangbourne will provide the following
services and information to the management of Siyathenga:
# property screening and property rating services;
# assistance with the performance of due diligence investigations on
acquisitions;
# acquisition and disposal advice;
# in-house valuations and the supervision of externally performed valuations;
# submissions to the Investment Property Databank as well as the provision
of certain benchmarking statistics;
# arranging and processing insurance related issues; and
# the overseeing of conveyancing processes.
In return for the above services and information, Siyathenga will pay, as of 1
July 2005, Pangbourne a fee, as approved by the directors, of 0,15% (excluding
VAT) of the cost price of Siyathenga`s property assets, which fee
will increase by the Consumer Price Index (`CPI`) plus 2,5% per annum.
The Asset Management Services and Advisory Agreement will endure for three
years from 1 July 2005.
11. Property Management of the property portfolio
The management of the wholly-owned properties held by Siyathenga One and
Siyathenga Two from time to time as well as partially-owned properties as
agreed from time to time will be outsourced to Pangbourne as of 1 July 2005
for a period of three years in terms of a Property Management Agreement.
In return for the above services rendered by Pangbourne, Siyathenga will pay a
property management fee (excluding VAT) equating to between 2% and 3,5% of all
collected income (net of VAT), depending on the particular property.
In addition to property management services, Pangbourne will provide
financial and company secretarial services to Siyathenga. The fee payable for
such services will be R80 000 and R55 000 (excluding VAT) per month,
respectively, and will escalate by the CPI plus 2,5% per annum. Provision is
made for these fees to be revised in the event that there is growth in the value
of total assets of Siyathenga, which variations are to be agreed by an
independent third party in the absence of an agreement.
Pangbourne is a property investment company with a portfolio of industrial,
commercial and retail properties and its in-house administrative team will
provide Siyathenga with experienced and knowledgeable professionals in the
property administration field.
12. Underwriting and Pangbourne`s continuing interest in Siyathenga
The rights offer and the public offer have been underwritten by Absa, Nedbank
and RMB (collectively, `the institutional underwriters`) and Pangbourne.
The institutional underwriters have agreed to subscribe for a maximum number
of Siyathenga linked units equating to 22% of the Siyathenga linked units that
will be in issue pursuant to the issue of the rights offer linked units, to
the extent to which such linked units or a lesser number of linked units are
available for subscription, at a subscription price of 500 cents per
Siyathenga linked unit.
Any remaining Siyathenga linked units not taken up pursuant to the offers and
by the institutional underwriters will be taken up by Pangbourne at a
subscription price of 500 cents per rights offer linked unit in terms of a
promoter`s and underwriting agreement.
Pangbourne`s interest in Siyathenga after the issue of the rights offer linked
units will lie between 43% and 75% depending on the degree to which it is
obliged to subscribe in terms of its underwriting commitments. Pangbourne`s
long-term strategy is to maintain a significant interest in Siyathenga.
13. The public offer
2005
Public offer opens at 09:00 on Monday, 25 July
Prospectus available for inspection from Monday, 25 July
Listing date at 09:00 on Friday, 5 August
Public offer closes at 12:00 on Friday, 12 August
CSDP/broker accounts updated with Siyathenga
linked units and debited
with any payments due in respect of holders
of dematerialised Siyathenga
linked units on (see note 2) Monday, 15 August
Siyathenga linked units certificates posted,
where applicable, on or about Monday, 15 August
Results of the public offer announced on SENS on Monday, 15 August
Results of the public offer published
in the press on or about Tuesday, 16 August
Notes:
1. Dates and times are subject to change. Any such change will be announced on
SENS and published in the press. All times referred to in this announcement
are local times in South Africa.
2. CSDPs effect payment in respect of holders of dematerialised Siyathenga
linked units on a delivery versus payment basis.
14. The listing
The JSE has agreed to grant a listing of 69 984 623 linked units under the
abbreviated name `Siyaprop` in the Real Estate - `Real Estate Holding and
Development` section of the JSE list with effect from the commencement of
business on Friday, 5 August 2005. The linked units will trade under the share
code SYA and the ISIN code is ZAE000069530.
15. Documentation
The prospectus was registered on Friday, 24 June 2005 in terms of section
155(1) of the Companies Act, 61 of 1973. The prospectus will be posted to
Pangbourne combined unitholders on or about 22 July 2005 together with the
circular to Pangbourne combined unitholders regarding the rights offer dated
20 June 2005.
The prospectus will be available for inspection at, or may be obtained from,
Siyathenga`s registered office situated at 2nd Floor, Pangbourne House, 382
Jan Smuts Avenue, Craighall or the transfer secretaries of Siyathenga,
Computershare Investor Services 2004 (Proprietary) Limited, situated at Ground
Floor, 70 Marshall Street, Johannesburg at any time during business hours on
weekdays (official public holidays in South Africa excluded) from Monday, 25
July 2005 to the close of the offers at 12:00 on Friday, 12 August 2005.
Craighall
30 June 2005
Investment bank and sponsor
Standard bank
Corporate law advisers
EDWARD NATHAN(Proprietary) Limited
Auditors and reporting accountants
Deloitte & Touche Chartered Accountants(SA)
Registered Accountants and Auditors
Date: 30/06/2005 09:06:04 AM
Produced by the JSE SENS Department
