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ACP
ACP
Acucap - Specific issue of shares for cash and the introduction of Thesele
ACUCAP PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06)
Share code: ACP & ISIN: ZAE000037651
("Acucap")
FURTHER INFORMATION REGARDING A SPECIFIC ISSUE OF SHARES FOR CASH AND THE
INTRODUCTION OF THESELE GROUP (PROPRIETARY) LIMITED ("THESELE") AS AN EFFECTIVE
10% BEE LINKED UNITHOLDER IN ACUCAP
1. Introduction
Linked unitholders are referred to the announcement dated 13 February
2006 where they were advised that Acucap had 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").
The transaction was 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.
2. Final subscription agreement
Acucap has now entered into a final subscription agreement with CShell
299 (Proprietary) Limited ("CShell"), a wholly-owned subsidiary of
Acucap, dated 24 March 2006 ("the subscription agreement") in terms of
which Acucap will issue 7 620 994 new linked units for an amount of
R182 903 856 ("the specific issue"). This represents a price of R24
per Acucap linked unit, being the 30 day volume weighted average
traded price of Acucap prior to 2 March 2006, the date on which the
subscription agreement, a severable and independent part of the
proposed transaction, was finalised. The issue price reflects the full
30 day volume weighted average traded price of Acucap, with no
discount, and has been adjusted from the previously announced level of
R22.27 as a result of the significant increase in the traded price of
Acucap linked units between 23 December 2005 and 2 March 2006.
The subscription value of the specific issue will still be settled by
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
The subscription agreement is subject to the approval of Acucap linked
unitholders in general meeting and the finalisation and acceptance of
the terms and conditions of the loan to be obtained by CShell and
security to be provided by Acucap to Nedbank Corporate Property
Finance Division.
Further details of the subscription agreement will be set out in the
circular to Acucap linked unitholders referred to in paragraph 5
below.
3 The proposed disposal agreement
This agreement is to be concluded between Acucap and Thesele upon the
successful conclusion of negotiations between the Acucap Board and
Thesele ("the disposal agreement"). It is contemplated that under the
disposal agreement, Thesele will acquire all the shares in and claims
against CShell, based on CShell"s net asset value with its holding in
Acucap valued at R24 per Acucap linked unit at the time of the
disposal ("the disposal"). The disposal will take place no later than
12 May 2006 or such later date as the Acucap Board and Thesele may
agree upon. Further details of the proposed disposal agreement will be
set out in the circular to Acucap linked unitholders referred to in
paragraph 5 below.
The pricing of the disposal agreement will reflect the change in
pricing of the subscription agreement, referred to in 2 above.
4 Revised financial effects of the specific issue and the disposal
Further to the specific issue and the disposal now taking place at R24
per linked unit, the revised effects of the specific issue and the
disposal are set out below.
The unaudited pro forma financial effects of the specific issue and
the 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 linked unit are set out below, based on the
assumption that the disposal is successfully concluded. 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 specific issue and the disposal going
forward, and is the responsibility of Acucap"s directors
Per Acucap share (cents) + Before After (2) Change
Per Acucap linked unit (cents) * (1) (%)
EPS + 264.31 237.34 (3) & (10.2)
(4)
HEPS* 90.24 91.92 (3) & 1.9
(4)
Distribution* 79.03 81.84 (3) & 3.6
(4)
NAV & NTAV* 17.63 18.28 (4) 3.7
Number of shares/linked units 67 059 74 681
for EPS and HEPS purposes ("000)
Number of linked units for NAV 67 378 75 000
and NTAV ("000)
Notes:
1 Based on the unaudited published results for the six months ended
30 September 2005. As at the date of this announcement, 68 588
953 Acucap linked units are in issue.
2 Based on the assumption that the specific issue took place on 1
April 2005 for income statement purposes and 30 September 2005
for balance sheet purposes. Further to this, it has been assumed
that the disposal has been successfully concluded at CShell"s net
asset value with its holding in Acucap valued at R24 per Acucap
linked unit, which does not have a material effect on Acucap"s
EPS, HEPS, distribution, NAV and NTAV. If the disposal is not
successfully concluded, the specific issue would not have any
effect on Acucap"s EPS, HEPS, distribution, NAV and NTAV.
3 After taking into account the reduction in borrowings in terms of
the specific issue.
4 After taking into account the effect of the 7 620 994 new Acucap
linked units issued in terms of the specific issue.
5. Documentation
A circular setting out further details of the subscription agreement
and a proposed disposal agreement and the general meeting to obtain
linked unitholder approval for the specific issue and linked
unitholder authority for the Acucap Board to conclude the disposal of
CShell on terms and conditions that are acceptable to the Acucap Board
will be despatched to Acucap linked unitholders in due course.
Cape Town
29 March 2006
Investment bank and joint sponsor
Nedbank Capital
Independent reporting accountants and lead sponsor
KPMG
Attorneys
Cliffe Dekker Inc.
Date: 29/03/2006 04:32:36 PM Produced by the JSE SENS Department
