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SRL
SRL
SRL - SA Retail - Further Announcement Regarding The Acquisition
Of The Sharemax Portfolio
S A RETAIL PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1999/025764/06)
(JSE Code: SRL & ISIN Code: ZAE000034328)
("SA Retail" or "the Company")
FURTHER ANNOUNCEMENT REGARDING THE ACQUISITION OF THE SHAREMAX PORTFOLIO
1. Introduction
On 17 November 2006 SA Retail announced that following the completion
of a due diligence it would proceed with the acquisition of 10
properties ("the portfolio") from the property owning companies
administered by Sharemax Investments (Proprietary) Limited ("the
vendors") for an aggregate consideration of R995 845 291 ("the
consideration"), to be settled by the issue of SA Retail linked units,
subject to various conditions precedent ("the acquisition"). On 20
December 2006, SA Retail announced that the consideration had been
increased to R1 025 545 294. The consideration will be settled by way
of a vendor placement of 93 231 390 linked units in SA Retail, details
of which is set out in 3 below.
2. Effective date of the acquisition
The acquisition of the portfolio will become effective 1 March 2007.
3. Vendor placement
The placement of 93 231 390 SA Retail linked units at 1 100 cents per
linked unit, representing a discount of 1.96% to the 30 day volume
weighted average traded price as at 1 March 2007, has been completed
on behalf of the vendors. The vendor placement was 97%
oversubscribed. In terms of a resolution passed by the directors of SA
Retail, it was agreed that all subscribers will receive the first R50
million of their respective applications, with the balance of the
available linked units allocated proportional to the applications
received from the respective subscribers.
4. Linked unitholder support
Linked unitholders holding 52% of the linked units in SA Retail have
given undertakings to vote in favour of the acquisition at the general
meeting to be convened in due course.
5. Conditions
The implementation of the acquisition is still conditional upon:
- the approval of the JSE Limited ("JSE");
- the approval of the acquisition by the requisite majority of SA
Retail linked unitholders in general meeting (refer 4 above); and
- the approval of the vendor of the Montana Crossing property. -
Shareholders holding 80% of the shares in the Montana Crossing
syndication have already submitted proxies in favour of the
transaction.
6. Documentation
The acquisition has been classified as a Category 1 transaction in
terms of the Listings Requirements of the JSE. Accordingly the
Company will in due course post a circular to linked unitholders
incorporating revised listing particulars and a notice convening a
general meeting.
Johannesburg
5 March 2007
Corporate Adviser Sponsor
Grindrod Bank Ltd Exchange Sponsors (Pty) Ltd
Date: 05/03/2007 15:14:59 Produced by the JSE SENS Department.
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