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SAC SRL
SAC SRL
SAC/SRL - SA Corporate/SA Retail - Amendments to the Terms of 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")
SA Retail Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/025764/06)
Share Code: SRL ISIN Code: ZAE000034328
("SA Retail")
AMENDMENTS TO THE TERMS OF THE OFFER BY SA CORPORATE TO ACQUIRE ALL THE SA
RETAIL PROPERTIES LIMITED ("SA RETAIL") LINKED UNITS IN ISSUE ("PROPOSED
TRANSACTION" OR "OFFER") AND FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Holders of units in SA Corporate ("SA Corporate unitholders") and holders
of linked units in SA Retail ("SA Retail linked unitholders") are referred
to the announcement that appeared in the press on 16 January 2007 and which
contained details of the proposed transaction.
2. AMENDMENT TO THE CONSIDERATION OFFERED
It was announced that SA Corporate would offer to acquire all the SA Retail
linked units in issue (the "offer units") as follows:
3.05 (three point zero five) new SA Corporate units for every 1 (one) SA
Retail linked unit held, rounded to the nearest whole number ("unit
consideration"). Based on the closing price of a SA Corporate unit of R4.15
on Tuesday, 13 March 2007, and the exchange ratio of 3.05 SA Corporate
units for each 1 SA Retail linked unit held, the unit consideration equates
to an effective price of R12.66 per SA Retail linked unit, which represents
a premium of 26.6% to the market price of a SA Retail linked unit of R10.00
on 12 January 2007, being the last trading date prior to the Offer being
made.
A cash alternative to the unit consideration has now been introduced, in
order to comply with the Securities Regulation Code on Take-Overs and
Mergers, in terms of which:
- a cash consideration of R10.50 (ten rand and fifty cents) for every 1
(one) SA Retail linked unit held is payable together with interest on
the R10.50 as follows:
- interest at 9% per annum calculated from 1 October 2006 until 30
April 2007 (both days inclusive); and
- interest at the prime rate of interest calculated from 1 May 2007
until the date of payment of the cash alternative;
- collectively referred to as the "cash consideration".
The cash consideration of R10.50 per SA Retail linked unit held (prior to
the calculation of interest) represents a premium of 5% to the market price
of a SA Retail linked unit of R10.00 on 12 January 2007, being the last
trading date prior to the Offer being made.
Accordingly, the cash consideration offered (excluding the interest), is
20.6% lower than the unit consideration offered.
97.28% of SA Retail linked unitholders have irrevocably undertaken to
accept the unit consideration and not the cash consideration.
3. CASH CONFIRMATION
The Securities Regulation Panel has been given appropriate confirmation
(complying with its requirements) that SA Corporate has sufficient cash
resources and facilities available to meet its maximum commitment in terms
of which it has not secured irrevocable undertakings to accept the unit
consideration and which represents 2.72% of the SA Retail linked units in
issue.
4. DISTRIBUTIONS DURING THE OFFER PERIOD
Should the Offer be successful and SA Corporate acquires 100% of the SA
Retail linked units in issue then SA Retail linked unitholders will
participate in the SA Corporate distributions declared in respect of
financial years commencing 1 January 2007, with future SA Retail
distributions accruing to SA Corporate.
5. FURTHER ANNOUNCEMENT AND DOCUMENTATION
Further to the above:
- An announcement setting out the salient dates and times and the pro
forma financial effects of the Offer on a SA Corp 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.
6. FUTHER CAUTIONARY ANNOUNCEMENT
SA Corporate unitholders and SA Retail linked unitholders are advised to
continue to exercise caution in trading their securities until such time as
a further announcement is released.
Durban
14 March 2007
Investment bank and sponsor to SA Corp
Nedbank Capital
Sponsor to SA Retail
Exchange Sponsors
Legal advisor to SA Corp
Jowell Glyn Marais
Date: 14/03/2007 17:30:01 Produced by the JSE SENS Department.
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