| Thu 30 Jun 2005, 9:17 | | Rights Offer By Siyathenga To Pangbourne |
|
Siyathenga / Pangbourne - Rights Offer By Siyathenga To Pangbourne Combined
Unitholders
- Withdrawal Of Cautionary For Pangbourne Combined
Unitholders
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`)
Pangbourne Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
(Share code: PAP ISIN: ZAE000005252)
(`Pangbourne`)
- RIGHTS OFFER BY SIYATHENGA TO PANGBOURNE COMBINED UNITHOLDERS
- WITHDRAWAL OF CAUTIONARY FOR PANGBOURNE COMBINED UNITHOLDERS
1. INTRODUCTION
Pangbourne combined unitholders are advised that Pangbourne has established
Siyathenga as a property loan stock company with the intention of listing the
Siyathenga linked units on the JSE Securities Exchange South Africa (`the
JSE`). Siyathenga Properties One (Proprietary) Limited, a wholly-owned
subsidiary of Pangbourne and Siyathenga, has acquired a property portfolio
with a predominantly retail focus comprising properties acquired from
Pangbourne`s own property portfolio (`the internal properties`) and certain
properties acquired from external vendors (`the external properties`). In this
regard, Pangbourne combined unitholders are referred to the announcements on
the Securities Exchange News Service (`SENS`) on 9 March 2005 and 16 March
2005, respectively. Further, as announced on SENS on 1 April 2005, a second
wholly-owned subsidiary of Siyathenga, Siyathenga Properties Two (Proprietary)
Limited, acquired a 50% undivided share in a retail centre in the course of
development (`Willowbridge`).
Pangbourne`s interest in Siyathenga is to be diluted through the issue by
Siyathenga of 39 984 623 new Siyathenga linked units to be offered first to
Pangbourne combined unitholders by way of a renounceable rights offer, details
of which are set out below (`the rights offer`). Those Siyathenga linked units
not taken up by Pangbourne combined unitholders or their renouncees are to be
offered to the public in terms of a public offer (`the public offer`), after a
maximum of 1 800 000 Siyathenga linked units have been offered to the
Siyathenga Unit Purchase Trust in terms of a preferential offer (`the
preferential offer`) (collectively, `the offers`).
Pursuant to the offers, Siyathenga will be listed on the JSE in the Real
Estate - `Real Estate - Holding and Development` sector of the JSE list on or
about Friday, 5 August 2005 (`the listing`). Details of the preferential offer
and the public offer are contained in an abridged prospectus published on SENS,
together with this announcement, on 30 June 2005 (`the abridged prospectus`).
2. RATIONALE FOR THE RIGHTS OFFER AND LISTING
The main rationale for the rights offer and the listing are, inter alia:
- to afford Pangbourne combined unitholders the opportunity to participat
directly in the income stream derived from Siyathenga, as well as in the
future capital growth of its assets;
- to provide funds to settle certain of the property vendors` claims,
including Siyathenga`s loan account with Pangbourne arising from the
acquisition of the internal properties;
- to ensure that the optimal capital structure of Siyathenga is achieved;
- to provide a source of capital in order to facilitate the future growth of
the company; and
- to provide working capital for Siyathenga.
The creation and the listing of Siyathenga is in line with Pangbourne`s
strategy of investing in and promoting specialised property funds in which it
retains a significant interest.
3. INFORMATION RELATING TO SIYATHENGA
Information relating to Siyathenga, including, inter alia, details of its
property portfolio, its directors and relevant financial information, is
contained in the abridged prospectus published on SENS, together with this
announcement, on 30 June 2005.
4. THE RIGHTS OFFER
In terms of the rights offer, Siyathenga will make a renounceable offer for
subscription to Pangbourne combined unitholders (other than certain foreign
Pangbourne combined unitholders resident in jurisdictions where such offer is
restricted by law) of a total of 39 984 623 new Siyathenga linked units (`the
rights offer linked units`) at an issue price of 500 cents per rights offer
linked unit in the ratio of 21.15888 rights offer linked units for every 100
Pangbourne combined units held at the close of business on Friday, 22 July
2005 (`the record date`).
Pangbourne combined unitholders wishing to subscribe for additional Siyathenga
linked units should do so under the public offer.
5. UNDERWRITING AND PANGBOURNE`S CONTINUING INTEREST IN SIYATHENGA
The rights offer and the public offer have been fully underwritten by Absa Bank
Limited, Nedbank Limited, FirstRand Bank Limited, acting through its Rand
Merchant Bank division (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.
6. PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER ON PANGBOURNE
The pro forma financial effects have been prepared for illustrative purposes
only, to provide information on the effects of the rights offer on earnings,
headline earnings and distributable earnings per Pangbourne combined unit as
if the rights offer and listing had taken place on 1 July 2003 and the effects
of the rights offer on net asset value and tangible net asset value per
Pangbourne combined unit as if the rights offer had taken place on 30 June
2004. Because of the nature of the pro forma financial effects, they may not
fairly present Pangbourne`s financial position and performance. The pro forma
financial effects have been compiled using the audited financial results of
Pangbourne for the year ended 30 June 2004 and adjusted as described in the
notes below.
The acquisition of an undivided half share of Willowbridge is at present
dependent upon the occurrence of certain
conditions precedent and therefore the pro forma financial effects have been
calculated both including and excluding the acquisition of Willowbridge. The
pro forma financial effects do not take into account any net rental income
from Willowbridge as it had no profit history for the financial year ended 30
June 2004.
Furthermore, Pangbourne`s interest in Siyathenga after the offers is, at
present, unknown and is dependent upon the number of Siyathenga linked units
for which it will be required to subscribe in terms of the promoter`s and
underwriting agreement, if any. The pro forma financial effects have therefore
been shown assuming both a maximum and a minimum interest in Siyathenga.
6.1 Pro forma financial effects of the rights offer assuming that Pangbourne
is not called upon to subscribe in terms of its underwriting obligations
The following pro forma financial effects have been calculated assuming that
the offers have been fully subscribed and consequently Pangbourne holds
approximately 43% of the Siyathenga linked units in issue subsequent to the
listing.
After the After the
listing - listing -
including excluding
Before Before Willowbridge Willowbridge
Pangbourne
holding 43% Audited Pro forma Pro forma Change Pro forma Change
of Siyathenga (cents) (cents) (cents) (%) (cents) (%)
Earnings per
combined unit 74.77 1 124.98 2 113.94 3 (8.83) 111.77 4 (10.57)
Headline earnings
per combined unit 38.12 1 39.35 2 49.60 3 26.05 47.43 4 20.53
Distributable
earnings per
combined unit 91.66 1 95.17 2 100.28 3 5.37 94.10 4 (1.12)
Net asset value
per combined
unit 595.78 5 595.78 6 621.85 7 4.38 621.85 8 4.38
Tangible net asset
value per
combined
unit 612.14 5 612.14 6 638.22 7 4.26 638.22 8 4.26
Notes:
1. The earnings, headline earnings and distributable earnings per Pangbourne
combined unit, as set out in the `Before Audited` column of the table, are
based upon the audited financial results of Pangbourne for the year ended 30
June 2004 and 176 131 000 weighted average combined units in issue.
2. The earnings, headline earnings and distributable earnings per Pangbourne
combined unit, as set out in the `Before Pro forma` column of the table, are
based upon the assumption that Pangbourne owned the external properties and
the internal properties on 1 July 2003. The increase in earnings per
Pangbourne combined unit in the `Before Pro forma` column of the table is due
to the inclusion of the revaluation surplus contained in the audited
historical income statement in respect of certain of the internal properties
prior to their acquisition by Pangbourne.
3. The earnings, headline earnings and distributable earnings per Pangbourne
combined unit, as set out in the `After the listing - including Willowbridge`
column of the table, are based upon the assumption that Pangbourne owned the
external properties and the internal properties on 1 July 2003 as well as the
assumptions that:
- Siyathenga discharged the purchase consideration for the acquisition of
the internal properties and the external properties on 1 July 2003;
- all the 39 984 623 Siyathenga linked units offered in terms of the offers
were subscribed for and subsequently Pangbourne`s interest in Siyathenga
diluted to 43%;
- Pangbourne received the promoter`s fee of R7 million (`the promoter`s fee`)
and the underwriting fee of R1 million (`the underwriting fee`) on 1 July 2003;
- Pangbourne received property management fees and asset management fees
from Siyathenga from 1 July 2003; and
- fees received and the cash portion of the purchase consideration were
applied against borrowings in respect of which interest at 7% per annum is
saved.
4. The earnings, headline earnings and distributable earnings per Pangbourne
combined unit, as set out in the `After the listing - excluding Willowbridge`
column of the table are based upon the assumptions included in note 3 above
and the assumption that Willowbridge is not acquired.
5. The net asset value and tangible net asset value per Pangbourne combined
unit, as set out in the `Before Audited` column of the table, are based upon
the audited balance sheet of Pangbourne at 30 June 2004 and 176 131 000
Pangbourne combined units in issue.
6. The net asset value and tangible net asset value per Pangbourne combined
unit, as set out in the `Before Pro forma` column of the table, are based upon
the assumption that Pangbourne owned the external properties and the internal
properties on 30 June 2004.
7. The net asset value and tangible net asset value per Pangbourne combined
unit, as set out in the `After the listing - including Willowbridge` column of
the table, are based upon the assumptions that:
- Siyathenga acquired the internal properties, external
properties and its interest in Willowbridge on 30 June 2004;
- Siyathenga discharged the purchase consideration for the acquisition of the
internal properties, external properties and its interest in Willowbridge on
30 June 2004;
- all the 39 984 623 Siyathenga linked units offered in terms of the offers
were subscribed for and subsequently Pangbourne`s interest in Siyathenga
diluted to 43%; and
- Pangbourne received the promoter`s fee and the underwriting fee on 30 June
2004.
8. The net asset value and tangible net asset value per Pangbourne combined
unit, as set out in the `After the listing - excluding Willowbridge` column of
the table, are based upon the assumptions that included in note 7 above and
the assumption that Willowbridge is not acquired.
6.2 Pro forma financial effects on Pangbourne of the rights offer assuming
that Pangbourne is called upon to subscribe for the maximum number of
Siyathenga linked units in terms of its underwriting obligations
The following pro forma financial effects have been calculated assuming that
the only Siyathenga linked units taken up in the offers are in terms of the
preferential offer and the institutional underwriters` subscription
agreements. Consequently, Pangbourne will hold approximately 75% of the
Siyathenga linked units in issue subsequent to the listing. The table below
should be read in conjunction with the notes set out under the table above.
After the
listing -
including
and excluding
Before Before Willowbridge
Pangbourne holding 75% Audited Pro forma Pro forma Change
of Siyathenga (cents) (cents) (cents) (%)
Earnings per combined unit 74.77 1 124.98 2 110.25 3 (11.79)
Headline earnings per combined unit 38.12 1 39.35 2 39.35 3 -
Distributable earnings per combined
unit 91.66 1 95.17 2 95.17 3 -
Net asset value per combined unit 595.78 5 595.78 6 595.78 7 -
Tangible net asset value per
combined unit 612.14 5 612.14 6 612.14 7 -
7. Salient dates and times
2005
Last day to trade (LDT) in Pangbourne combined units in
order to settle trades by the record date for the rights offer
and to qualify to participate in the rights offer
(cum rights) on Friday, 15 July
Pangbourne combined units commence trading ex rights on
the JSE at 09:00 on Monday, 18 July
Listing of and trading in the letters of allocation
commences at 09:00 on Monday, 18 July
Record date for purposes of determining the Pangbourne
combined unitholders entitled to participate in the rights
offer at the close of business on Friday, 22 July
Rights offer opens at 09:00 on Monday, 25 July
Holders of dematerialised Pangbourne combined units will
have their safe custody accounts at their CSDP or broker
automatically credited with their letters of allocation on Monday, 25 July
Holders of certificated Pangbourne combined units will
have their letters of allocation credited to an electronic
register at the transfer secretaries on Monday, 25 July
Circular and, where applicable, form of instruction
posted to Pangbourne combined unitholders on Monday, 25 July
Last day for form of instruction to be lodged with the
transfer secretaries by holders of certificated
Pangbourne combined units wishing to sell all or part
of their entitlement by 12:00 on Thursday, 4 August
Last day to trade (LDT) in letters of allocation in
order to settle trades by the record date for the rights
offer and participate in the rights offer at the close
of business on Thursday, 4 August
Listing and trading of rights offer linked units commences
on the JSE at 09:00 on Friday, 5 August
Record date for letters of allocation on Friday, 12 August
Rights offer closes at 12:00 and payment to be made and
form of instruction lodged by holders of
certificated Pangbourne combined units with the
transfer secretaries by that time on (see note 2) Friday, 12 August
CSDP/broker accounts credited with rights offer linked
units and debited with any payments due in respect of
holders of dematerialised rights offer linked units on
(see note 4) Monday, 15 August
Rights offer linked units certificates in terms of the
rights offer posted to holders of certificated rights
offer linked units on or about Monday, 15 August
Results of rights offer announced on SENS on Monday, 15 August
Results of rights 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. Holders of dematerialised Pangbourne combined units are required to notify
their CSDP or broker of the action they wish to take in respect of the rights
offer in the manner and by the time stipulated in the agreement governing the
relationship between the Pangbourne combined unitholder and his CSDP or
broker.
3. Pangbourne combined unit certificates may not be dematerialised or
rematerialised between Monday, 18 July 2005 and Friday, 22 July 2005, both
days inclusive.
4. CSDPs effect payment in respect of holders of dematerialised rights offer
linked units on a delivery versus payment basis.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT AND DOCUMENTATION
Pangbourne combined unitholders are referred to the cautionary announcements
dated 20 April 2005 and 31 May 2005 and are advised that caution is no longer
required when trading in their Pangbourne combined units.
A circular containing details of the rights offer and a form of instruction
will be posted to Pangbourne combined unitholders together with a Siyathenga
prospectus on or about Monday, 22 July 2005. A copy of the form of
instruction was registered with the Registrar of Companies on Friday, 24 June
2005 in terms of section 146A of the Companies Act, 61 of 1973.
The prospectus will be available for inspection at, or may be obtained from,
Siyathenga`s registered office, 2nd Floor, Pangbourne House, 382 Jan Smuts
Avenue, Craighall or the transfer secretaries of Siyathenga, Computershare
Investor Services 2004 (Proprietary) Limited, 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 offer 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
Registration no.2004/005665/07
AUDITORS AND REPORTING ACCOUNTANTS
Deloitte
Date: 30/06/2005 09:11:21 AM
Produced by the JSE SENS Department
