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CBS
CBS
CBS - CBS Property Portfolio Limited -Offer by PIC to acquire all the linked
units in issue by CBS
CBS Property Portfolio Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/009523/06)
Share code: CBS & ISIN: ZAE000073995
("CBS")
Public Investment Corporation
(Incorporated in the Republic of South Africa)
(Registration number 2005/009094/06)
Offer by the Government Employees Pension Fund, as duly represented by the
Public Investment Corporation, collectively referred to as the "PIC", to acquire
all the linked units in issue by CBS
1. Introduction
The holders of linked units in CBS ("CBS linked unitholders") are advised
that the PIC, has made an offer to acquire all the CBS linked units in
issue ("Offer"), other than those already held by the PIC ("the offer
linked units"). The PIC currently holds 25 061 729 CBS linked units which
represents approximately 13.1% of the CBS linked units in issue (assuming
that approximately 25 000 000 CBS linked units are issued in terms of a
vendor placing to be undertaken prior to the closing of the Offer).
The proposed transaction will be implemented by way of an Offer in terms of
section 440 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Act"). The Offer will be made in accordance with the Securities Regulation
Code and Rules of the Securities Regulation Panel ("SRP") ("the Code") and
will be subject to the fulfilment of the suspensive conditions set out in
paragraph 5 below.
2. The offer consideration
CBS linked unitholders who accept the Offer will receive a cash
consideration of R12.00 (twelve rand) for every 1 (one) offer linked unit
held ("Offer consideration"), which Offer consideration represents a clean
price.
The Offer consideration represents a premium of 16% to the price of a CBS
linked unit at the close of business on 1 February 2007, being the date
prior to the release by CBS of a cautionary announcement.
3. SRP confirmation
The SRP will be given appropriate confirmation (complying with its
requirements) that the PIC has sufficient cash resources and/or facilities
available to meet its commitments in terms of the Offer.
4. Suspensive conditions
The Offer will be subject to:
4.1 the successful conclusion of an agreement between the PIC and:
* Mr IW Klerck, Mr GR Klerck, Mr SD Mackay and Mr GM Fisher (the
"Sellers") in terms of which the Sellers sell to the PIC 100% of
the issued share capital of CBS Asset Management (Proprietary)
Limited ("CBSAM"); and
* Caribbean Estates (Proprietary) Limited ("Caribbean") in terms of
which Caribbean cedes the economic benefit that it derives under
and in terms of the asset management agreement entered into
between CBS on the one hand and CBSAM and Caribbean on the other,
to the PIC.
4.2 the approval of all requisite documentation by the SRP and JSE;
4.3 the approval of the proposed transaction by the Competition
Authorities;
4.4 CBS directors and management irrevocably undertaking to accept the
Offer, (such irrevocable undertakings appropriately qualified as to
receipt of a higher Offer) and thereafter the successful tendering of
not less than 30 million CBS linked units held directly or indirectly
by themselves and comprising approximately 15.7% of the CBS linked
units in issue (assuming that approximately 25 000 000 CBS linked
units are issued in terms of a vendor placing to be undertaken prior
to the closing of the Offer); and
4.5 the PIC obtaining sufficient irrevocable undertakings from CBS linked
unitholders to accept the Offer and thereafter the successful tender
of sufficient CBS linked units in terms of the Offer, such that on
implementation of the Offer the PIC will hold not less than 50.01% of
the CBS linked units in issue.
5. Further announcements, documentation and cautionary announcement
Announcements setting out the salient dates and the pro forma financial
effects of the Offer will be made in due course. CBS linked unitholders are
advised to continue to exercise caution in trading their CBS linked units
until such time as this information is released.
A circular, providing further information on the Offer is expected to be
posted to CBS linked unitholders in due course.
Cape Town
22 March 2007
Investment bank to the PIC: Investment bank to CBS:
Nedbank Capital Investec Corporate Finance
Sponsor to CBS: Legal adviser to CBS:
Investec Bank Limited Jowell Glyn Marais
Date: 22/03/2007 09:13:04 Produced by the JSE SENS Department.
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