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SAC
SAC
SAC - SA Corporate - Irrevocable support to accept the Offer and further
cautionary announcement
SA Corporate Real Estate Fund
(formerly Martprop Property Fund)
(Incorporated in the Republic of South Africa)
Share Code: SAC & ISIN Code: ZAE000083614
A Collective Investment Scheme in property registered in terms of the
Collective Investment Schemes Control Act, No. 45 of 2002 and managed by
SA Corporate Real Estate Fund Managers Limited
(formerly Marriott Property Fund Managers Limited)
(Registration number 1994/009895/06)
("SA Corporate")
IRREVOCABLE SUPPORT FROM 97% OF THE HOLDERS OF LINKED UNITS IN SA RETAIL
PROPERTIES LIMITED ("SA RETAIL") TO ACCEPT THE OFFER BY SA CORPORATE TO
ACQUIRE ALL THE SA RETAIL LINKED UNITS IN ISSUE ("OFFER") AND FURTHER
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Holders of units in SA Corporate ("SA Corporate unitholders") are
referred to the announcement that appeared in the press on 16 January
2007 and which contained details of the Offer.
2. IRREVOCABLE UNDERTAKINGS
97% of the holders of SA Retail linked units ("SA Retail linked
unitholders") have irrevocably undertaken to accept the Offer as
follows:
SA Corporate SA Corporate %
unitholder units
Hyprop Investments 108,097,051 46.15
Limited
Whirlprops 33 64,388,474 27.49
(Proprietary) Limited
Public Investment 23,119,565 9.87
Corporation Limited
Marriott Asset 16,939,622 7.23
Management
Old Mutual Asset 15,300,000 6.5
Managers (South)
Africa (Proprietary)
Limited
227,844,712 97.28
SA Corporate unitholders are further advised that SA Corporate have had
consultation with the Securities Regulation Panel in relation to the
agreement entered into by the Public Investment Corporation Limited to
acquire the SA Retail linked units from Hyprop and that a further
announcement will be made in this regard in due course.
The following conditions exist in terms of the irrevocable undertakings:
- An irrevocable undertaking given by Old Mutual Asset Managers (South
Africa) (Proprietary) Limited ("OMAM"), acting on behalf of its clients,
in terms of 6.5% of the SA Retail linked units in issue, was given,
subject to:
- its mandates with its clients not being withdrawn;
- contrary instructions received from its clients.
OMAM has the right in terms of its irrevocable to accept a better
competing offer.
- Hyprop Investments Limited ("Hyprop") announced in the press on 16
January 2007 that Hyprop has concluded an unconditional agreement
(the "agreement") with the Public Investment Corporation Limited
("PIC") regulating the disposal by Hyprop of all the SA Retail
linked units that it holds and which represents 46% of the SA
Retail linked units in issue. Hyprop has undertaken in terms of the
agreement to accept and/or vote in favor of the Offer. If for any
reason the Offer has not been implemented by 30 April 2007, put and
call option arrangements have been agreed between Hyprop and the
PIC which, on implementation, will result in the sale by Hyprop and
the purchase by the PIC of Hyprop`s SA Retail linked units.
3. FURTHER ANNOUNCEMENT AND DOCUMENTATION
Further to the above:
- An announcement(s) setting out revised salient terms, if
applicable, the salient dates and times and the pro forma financial
effects of the Offer on a SA Corporate unitholder will be made in
due course;
- A further circular containing information as required in terms of
the JSE Listings Requirements and incorporating a notice convening
a SA Corporate unitholders general meeting to approve the proposed
transaction will be posted to SA Corporate unitholders in due
course; and
- A circular, providing full details of the Offer will be posted to
SA Retail linked unitholders and SA Corporate unitholders in due
course.
4. FUTHER CAUTIONARY ANNOUNCEMENT
SA Corporate unitholders are advised to continue to exercise caution in
trading their respective securities in SA Corporate until such time as a
further announcement is released.
Durban
5 March 2007
Investment bank and sponsor to SA Corporate
(Nedbank Capital)
Legal advisor to SA Corporate
(Jowell Glyn Marais)
Date: 05/03/2007 13:09:01 Produced by the JSE SENS Department.
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