| Mon 16 Oct 2006, 16:41 | | Calulo/Pangbourne - Mandatory offer by Pangbourne |
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Calulo/Pangbourne - Mandatory offer by Pangbourne to Calulo unitholders
and withdrawal of cautionary
Due to a technical error the earlier release was cut in half, therefore
the announcement is released again
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")
PANGBOURNE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
Share code: PAP ISIN: ZAE000005252
("Pangbourne")
* UNCONDITIONAL ACQUISITION OF A CONTROLLING INTEREST IN CALULO BY
PANGBOURNE
* SALIENT DATES RELATING TO A MANDATORY OFFER BY PANGBOURNE TO CALULO
UNITHOLDERS
* WITHDRAWAL OF CALULO CAUTIONARY ANNOUNCEMENT
1. Introduction
Calulo unitholders are referred to the announcement published on SENS on
19 July 2006 and in the press on 20 July 2006 regarding the acquisition
by Pangbourne of a 40.6% interest in Calulo from Matemeku Property
Acquisitions 104 (Proprietary) Limited and related matters ("the
transactions"), subject to the approval of the South African Competition
Authorities ("the Competition Authorities"). Calulo unitholders are
advised that the Competition Authorities have approved the transactions
and therefore the transactions are now unconditional.
Pursuant to the transactions becoming unconditional, Pangbourne will now
proceed with a mandatory offer to Calulo unitholders in terms of the
Securities Regulation Code on Takeovers and Mergers, of 300 cents per
Calulo linked unit ("the offer").
The purpose of this announcement, inter alia, is to advise Calulo
unitholders of the salient dates and times of the offer and the market
and financial information regarding the offer.
2. Pangbourne"s strategic objectives regarding Calulo
Market conditions permitting and subject to the requisite regulatory and
Calulo unitholder approvals, Pangbourne will inject a substantial high
quality office portfolio into Calulo within the next financial year,
making it an office focused fund. This is in keeping with Pangbourne"s
objective of holding strategic stakes in specialised property funds.
Pangbourne will undertake the property management of the Calulo property
portfolio, utilising its extensive property management infrastructure and
expertise to provide optimal returns from the portfolio. Pangbourne"s
strategic stake in Calulo will ensure that its interests are aligned with
those of all Calulo unitholders.
Salient dates and times of the offer
2006
Offer opens (09:00) Friday, 20
October
Last day to trade in Calulo linked units Friday, 3
in order to accept the offer November
Date from which Calulo linked units will Monday, 6
trade ex rights to participate in the November
offer
Record date to participate in the offer Friday, 10
November
Offer closes (12:00) (refer note 2 below) Friday, 10
November
Results of the offer released on SENS Monday, 13
November
Results of the offer published in the Tuesday, 14
press November
Payment of the offer consideration Refer notes 4
and 5 below
Notes:
1. The above dates and times may be subject to amendment. Any amendment
will be released on SENS and published in the press.
2. Calulo unitholders holding dematerialised Calulo linked units who
wish to accept the offer are required to notify their CSDP or broker
of their acceptance of the offer in the manner and time stipulated
in the agreement governing the relationship between such unitholders
and their CSDPs or brokers.
3. Calulo linked unit certificates may not be dematerialised or
rematerialised between Monday, 6 November 2006 and Friday, 10
November 2006, both days inclusive.
4. Cheques payable pursuant to the acceptance of the offer will be
posted to Calulo unitholders holding certificated linked units, at
their risk, within five business days of receipt of valid
acceptances by the transfer secretaries. Alternatively, Calulo
unitholders holding certificated linked units may, if they have
entered into a mandate with the transfer secretaries, receive the
offer consideration by electronic transfer directly into their
relevant bank accounts, by providing their bank account details on
the form of acceptance, transfer and surrender included in the offer
circular referred to in paragraph 4 below. Such electronic transfer
will be made by the transfer secretaries within five business days
of receipt of valid acceptances.
5. Accounts held at the CSDP or broker of unitholders holding
dematerialised Calulo linked units will be credited/updated within
five business days of receipt of notification of acceptance by the
transfer secretaries from STRATE who, in turn, will have been
notified by the Calulo unitholders" duly appointed CSDP or broker.
4. Market and financial information
Information regarding the price at which Calulo linked units traded
immediately prior to the publication of Calulo"s first cautionary
announcement and the publication of the announcement of Pangbourne"s firm
intention to make an offer, as well as a comparison of the offer
consideration to the net asset value and tangible net asset value per
Calulo linked unit as at 30 June 2006, Calulo"s financial year end, are
set out in the table below. This financial information is the
responsibility of the directors of Calulo.
Before the The offer Percenta
offer considerati ge
(cents per on differen
linked (cents per ce
unit) linked
unit)
Market price on 22 June 235(1) 300 21.67
2006
30-day volume-weighted 244(2) 300 18.67
average price to 22
June 2006
Market price on 18 July 234(3) 300 22.00
2006
30-day volume-weighted 233(4) 300 22.33
average price up to 18
July 2006
Net asset value 266.3(5) 300 11.23
Net tangible asset 266.3(5) 300 11.23
value
Notes:
1. Closing price of Calulo linked units on the JSE Limited on 21 June
2006, being the last trading day preceding the publication of
Calulo"s first cautionary announcement regarding the offer.
2. Volume-weighted average price at which Calulo linked units traded on
the JSE for the 30 trading days up to and including 21 June 2006,
being the last trading day preceding the publication of Calulo"s
first cautionary announcement regarding the offer.
3. Closing price of Calulo linked units on the JSE on 18 July 2006,
being the last trading day preceding the publication of the
announcement of Pangbourne"s firm intention to make an offer.
4. Volume-weighted average price at which Calulo linked units traded on
the JSE for the 30 trading days up to and including 18 July 2006,
being the last trading day preceding the publication of the
announcement of Pangbourne"s firm intention make an offer.
5. Reviewed net asset value and net tangible asset value per Calulo
linked unit attributable to Calulo unitholders as at 30 June 2006.
5. Posting of offer circular
The offer circular to Calulo unitholders will be posted on Friday, 20
October 2006.
6. Independent advice to Calulo unitholders
Sasfin Capital, a division of Sasfin Bank Limited, has been appointed to
provide independent advice regarding the offer, taking into consideration
the terms and conditions of the offer. Its opinion will be contained in
the aforementioned offer circular.
7. Withdrawal of Calulo cautionary announcement
Calulo unitholders are advised that caution is no longer required to be
exercised when dealing in their Calulo linked units.
Sandton
16 October 2006
Sponsor and independent Investment bank and sponsor
adviser to Calulo to Pangbourne
Standard Bank
Sasfin Capital
A division on Sasfin Bank
Limited
Legal adviser to Calulo Corporate Law Advisers to
Cliffe Dekker Pangbourne
Edward Nathan Sonnenbergs
Date: 16/10/2006 04:21:38 PM Produced by the JSE SENS Department
