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ACP
ACP
Acucap - Introduction of an effective 10% BEE Linked Unitholder in Acucap
ACUCAP PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06)
Share code: ACP & ISIN: ZAE000037651
("Acucap" or "the company")
ANNOUNCEMENT REGARDING THE INTRODUCTION OF THESELE GROUP (PROPRIETARY) LIMITED
("THESELE") AS AN EFFECTIVE 10% BEE LINKED UNITHOLDER IN ACUCAP AND WITHDRAWAL
OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Linked unitholders are advised that Acucap has entered into a memorandum of
understanding with Thesele dated 10 February 2006 in terms of which Thesele will
be introduced as an effective 10% BEE linked unitholder in Acucap ("the
transaction").
2. The transaction
Thesele will effectively acquire 7 582 106 Acucap linked units, following a
specific issue of new Acucap linked units, for cash ("the specific issue") for
an amount of R168 853 501. This represents a price of R22.27 per Acucap linked
unit, being the 30 day volume weighted average traded price of Acucap prior to
23 December 2005, the date on which Acucap and Thesele agreed on the price of
the transaction and on which date Acucap issued a cautionary announcement in
respect of the transaction. The issue price reflects the full 30-day volume
weighted average traded price of Acucap, with no discount.
The subscription value of the specific issue will be settled by way of a loan
granted by Nedbank Corporate Property Finance a division of Nedbank Limited
("the loan"), with the necessary security being provided by Acucap and its
wholly owned subsidiaries. Acucap will not be encumbering any of its assets as
part of the transaction and there will therefore be no operational impact of the
transaction on Acucap. Furthermore the other financial covenants to be provided
by Acucap are consistent with those, which Acucap has provided to its lenders in
the normal course of its business.
It is envisaged that the specific issue will be made, and the loan granted to an
Acucap wholly-owned subsidiary ("BEECo"), set up for the purposes of the
transaction. This will be followed by the sale of all the shares in and claims
against BEECo to Thesele ("the disposal").
The final, detailed mechanism of the transaction will be set out in the circular
referred to in paragraph 6 below.
3. Rationale for the transaction and information regarding Thesele
Thesele is a majority black owned and managed company founded in December 2004
by Sello Moloko, Thabo Leeuw and Lance Katz, with the backing of Sanlam Private
Equity, and subsequently joined by Patrice Rassou. The founders have a wealth of
experience and expertise in specialist financial services. Thesele has set aside
5% of its own shares for the Thesele Foundation, a social responsibility trust
dedicated to the upliftment of women and children in disadvantaged communities.
Acucap, in its commitment to transformation, has actively sought, over a period
of time, a black partner that will contribute towards its strategy of delivering
sustainable growth in distributions to unitholders through strategic input at
board level, access to wider networks and deal flow, offering specialist skills,
assisting with internal transformation and charter compliance, and furthering
sound stakeholder relations.
Acucap believes that Thesele has the requisite skills, experience and capacity
to play a significant role as a shareholder in the company. Similarly, Thesele
believes that Acucap is well placed as a platform for sustainable growth and
wishes to play a significant role in realising this objective.
Following the successful implementation of the transaction, it is intended that
Sello Moloko will join the board of Acucap as a non-executive director, where he
will play a key role in furthering Acucap"s strategic and transformation
objectives.
4. Financial effects of the transaction
The unaudited pro forma financial effects of the transaction (being the specific
issue and disposal) on Acucap"s earnings per share ("EPS"), headline earnings
per linked unit ("HEPS"), net asset value ("NAV") and tangible net asset value
("NTAV") per share are set out below. This unaudited pro forma financial
information has been prepared for illustrative purposes only and because of its
nature may not give a fair reflection of Acucap"s financial position and results
of operations, nor the effect and impact of the transaction going forward, and
is the responsibility of Acucap"s directors.
Per Acucap share (cents) + Before (1) After (2) Change
Per Acucap linked unit (cents) * (%)
EPS + 264.31 247.52 (6.4)
HEPS* 90.24 91.13 1.0
Distribution* 79.03 81.05 2.6
NAV & NTAV* 17.63 18.10 (4) 2.7
Number of shares for EPS and HEPS 67 059 74 641
purposes ("000)
Number of shares for NAV and NTAV 67 378 74 960
("000)
Notes:
1. Based on the unaudited published results for the six months ended 30
September 2005. As at the date of this announcement, 68 238 953 Acucap linked
units are in issue.
2. Based on the assumption that the transaction took place on 1 April 2005 for
income statement purposes and 30 September 2005 for balance sheet purposes.
3. After taking into account the reduction in borrowings in terms of the
specific issue, based on the weighted average interest rate of 8.86% incurred
by Acucap on its prime-linked borrowings for the period under review.
4. After taking into account the effect of the 7 582 106 new Acucap linked units
issued in terms of the specific issue.
5. Suspensive conditions of the transaction
The transaction is subject to the completion of final agreements, the obtaining
of regulatory approvals, to the extent required, and the approval of Acucap
linked unitholders in general meeting. The transaction will become effective
upon the fulfilment of these suspensive conditions.
6. Documentation
A circular setting out further details of the transaction and the general
meeting will be despatched to Acucap linked unitholders in due course.
7. Withdrawal of cautionary announcement
Linked unitholders are referred to the cautionary announcement dated 23 December
2005 and are advised that further to the information above, caution need no
longer be exercised when dealing in Acucap securities.
Cape Town
13 February 2006
Investment bank and sponsor
Nedbank Capital
Reporting accountants and auditors
KPMG Inc.
Attorneys
Cliffe Dekker Inc.
Date: 13/02/2006 02:55:11 PM Produced by the JSE SENS Department
