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CLO
CLO
Calulo Property Fund Limited - Offer to Minorities
CALULO PROPERTY FUND LIMITED
(Formerly Annuity Property Fund Limited)
(Incorporated in the Republic of South Africa)
(Registration no. 1987/006274/06)
Share code CLO ISIN: ZAE000060711
("Calulo" or "the company")
CHANGE OF CONTROL AND MANDATORY OFFER TO CALULO MINORITY UNITHOLDERS
1. BACKGROUND
Unitholders are referred to the announcement dated 24 March 2006 and the
circular dated 21 April 2006 relating to the acquisition of a property portfolio
by Calulo and are advised that Matemeku Property Acquisitions 104 (Pty) Limited
("Matemeku") has acquired 15 689 037 linked units issued by Calulo an issue
price of 225 cents per linked unit for the acquisition. The acquisition of
linked units by Matemeku has resulted in a change in control of the company
("the change of control").
Together with the 20 952 381 linked units already held by Matemeku, Matemeku now
holds a total of 36 641 418 linked units, comprising 40.6% of the issued share
capital of Calulo. The highest price paid by Matemeku for the linked units
acquired was 235 cents per linked unit.
2. THE OFFER TO MINORITY UNITHOLDERS
In terms of the Securities Regulation Panel ("SRP") Code on Take-overs and
Mergers ("the Code"), the change of control constitutes an affected transaction.
Matemeku is accordingly obliged to extend an offer to the Calulo minority
unitholders to acquire all or part of their Calulo linked units in exchange for
a cash consideration of 235 cents per Calulo linked unit ("the offer to
minorities"). The SRP has been advised in writing that sufficient cash
resources are available to Matemeku to ensure that their commitments in terms of
the offer to minorities can be honoured prior to the opening of the offer to
minorities.
3. CONDITIONS PRECEDENT
The offer is conditional upon JSE Limited, SRP and South African Reserve Bank
approvals.
4. CONTINUED LISTING ON THE JSE
It is the intention of Matemeku for the company to remain listed on the JSE and
accordingly, in the event and to the extent applicable, any entitlement by
Matemeku in terms of Section 440K of the Companies Act, 1973 (Act 61 of 1973),
as amended, to acquire compulsorily the linked units of any minority
shareholder, will not be enforced.
5. DOCUMENTATION AND CAUTIONARY ANNOUNCEMENT
An announcement including the financial effects and salient dates will be made
in due course, therefore unitholders are advised to exercise caution in dealing
in their units until a further announcement is made.
An offer circular setting out full details of the offer to minorities will be
issued and posted to unitholders on or about 23 June 2006.
Sandton
24 May 2006
Sponsor and independent advisor
Sasfin Capital
A division on Sasfin Bank Limited
Date: 24/05/2006 03:02:03 PM Produced by the JSE SENS Department
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