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SAC
SAC
SAC - SA Corporate - Introduction of an 11% BEE unitholder into SA Corporate
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")
INTRODUCTION OF AN 11% BLACK ECONOMIC EMPOWERMENT ("BEE") UNITHOLDER INTO SA
CORPORATE
Introduction
The holders of SA Corporate units ("SA Corporate unitholders") are advised that
a consortium comprising of Women Investment Portfolio Holdings Limited and
Kensani Facilities and Property Investments (Proprietary) Limited, collectively
referred to as the "BEE Consortium", has concluded an agreement with Whirlprops
33 (Proprietary) Limited ("Whirlprops") in terms of which the BEE Consortium
will become an 11% SA Corporate unitholder (the "BEE Transaction").
Details of the BEE Transaction
SA Corporate has made an offer to all the holders of SA Retail linked units ("SA
Retail linked unitholders") to purchase all their SA Retail linked units in
issue in terms of s440 of the Companies Act, No. 61 of 1973, as amended (the
"Offer"). Whirlprops is a 27% SA Retail linked unitholder and have given an
irrevocable undertaking to SA Corporate to accept the Offer in terms of which it
will receive 196 384 846 SA Corporate units in exchange for its SA Retail linked
units.
Whirlprops entered into negotiations with the BEE Consortium to dispose of its
SA Retail linked units some time prior to the Offer being made and has, as a
result of the timing of the Offer and the status of its discussions at the time
of the Offer being made, decided to dispose of the SA Corporate units that it
will receive in terms of the Offer, to the BEE Consortium.
The BEE Transaction will result in the BEE Consortium owning 11% in SA
Corporate, which assumes that SA Retail acquires the Sharemax portfolio as
announced in the press on 17 November 2007 and further announced in the press on
20 December 2006.
Transaction consideration
The pricing for the SA Retail linked units for purposes of the BEE Transaction
amounts to an effective price of R10.04 per SA Retail linked unit which
translates into a price of R3.29 per SA Corporate unit taking account of the
consideration offered by SA Corporate to SA Retail linked unitholders in terms
of the Offer.
Advantages of the BEE Transaction for SA Corporate
The BEE Transaction results in the introduction of a meaningful 11% BEE
unitholder, without SA Corporate having to issue new SA Corporate units at a
discount to market or to provide any ongoing financial support for the BEE
transaction. The introduction of the BEE Consortium is an important and
significant step in SA Corporate`s BEE transformation strategy.
The BEE Consortium and SA Corporate have agreed the salient terms of an
agreement between the parties governing their future relationship. The terms
include a seven year lock in period for the BEE Consortium and the introduction
of property opportunities by the BEE partners to SA Corporate on a preferential
basis.
Furthermore it is intended that the BEE Consortium will in due course acquire a
10% equity interest in the management company of SA Corporate, being, SA
Corporate Real Estate Fund Managers Limited.
Conditions precedent
The BEE Transaction is conditional upon the successful implementation of the
Offer.
Financial effects
There are no financial effects for the BEE Transaction since the BEE Transaction
was concluded on a unit holder level.
Durban
6 March 2007
Investment bank and Sponsor to SA Corporate
Nedbank Capital
Legal advisor to SA Corporate
Jowell Glyn & Marais
Date: 06/03/2007 11:00:00 Produced by the JSE SENS Department.
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