New merger plans spur con­sol­i­da­tion of prop­erty sec­tor

The Star Early Edition - - COMPANIES - Roy Cokayne

THE CON­SOL­I­DA­TION of the listed prop­erty sec­tor has been given added im­pe­tus by listed Acu­cap and Growthpoint jointly an­nounc­ing plans to merge.

The two com­pa­nies said yes­ter­day they had con­cluded an im­ple­men­ta­tion agree­ment for the terms and con­di­tions of a po­ten­tial of­fer by Growthpoint to ac­quire all the shares in Acu­cap that Growthpoint did not al­ready own.

This fol­lows Acu­cap and Growthpoint in Au­gust ad­vis­ing the mar­ket they were en­gaged in dis­cus­sions.

Vuk­ile ear­lier this month re­ported it had ac­quired a fur­ther stake in Syn­ergy to in­crease its hold­ing in the fund to 39.965 per­cent, which meant Vuk­ile had to make a manda­tory of­fer to ac­quire all the re­main­ing linked units in Syn­ergy it did not al­ready own.

Re­de­fine ac­quired An­nu­ity Prop­er­ties ef­fec­tive from March this year and has a 65.9 per­cent eq­uity in­ter­est in Foun­tain­head Prop­erty Trust and pre­vi­ously in­di­cated it in­tended to even­tu­ally ac­quire all the shares in Foun­tain­head it did not own.

Re­de­fine in Septem­ber also ac­quired a 13.7 per­cent stake in Emira but stressed Emira was un­der­val­ued and was not a take-over tar­get for Re­de­fine.

Growthpoint in April this year se­cured pre-ac­qui­si­tion in­ter­ests of 34.7 per­cent of Acu­cap and 15.6 per­cent of Sy­com. Acu­cap cur­rently holds 83.4 per­cent of Sy­com and 100 per­cent of Sy­com Prop­erty Fund Man­agers.

The pre­con­di­tions in the im­ple­men­ta­tion agree­ment, if met, will progress Growthpoint’s po­ten­tial of­fer to a scheme of ar­range­ment that would re­sult in Acu­cap be­com­ing a wholly owned sub­sidiary of Growthpoint and Growthpoint own­ing Sy­com Prop­erty Fund Man­agers and di­rectly or in­di­rectly about 99 per­cent of the Sy­com units in is­sue.

Nor­bert Sasse, the chief ex­ec­u­tive of Growthpoint, said yes­ter­day they were pleased to have fi­nalised the im­ple­men­ta­tion agree­ment with Acu­cap and to move for­ward to­gether with a clear road map.

The scheme of ar­range­ment pro­poses a share ex­change of 1.97 Growthpoint shares for one Acu­cap share.

This equates to about R49.17 an Acu­cap share, which rep­re­sents a pre­mium of 8 per­cent on the Acu­cap 30-day clean vol­ume weighted av­er­age share price on Novem­ber 11.

If the scheme is im­ple­mented, Growthpoint will also match this share ex­change rate with the ven­dors of the pre-ac­qui­si­tion in­ter­ests it al­ready holds in Acu­cap and Sy­com.

Growthpoint has ad­vised it will post a cir­cu­lar to its share­hold­ers in the next few days re­gard­ing plac­ing the req­ui­site shares un­der the con­trol of the direc­tors.

The req­ui­site majority of Acu­cap share­hold­ers must ap­prove the scheme at a gen­eral meet­ing. Ap­provals will also be re­quired from the JSE, the Takeover Reg­u­la­tion Panel, the Com­pe­ti­tion Tri­bunal and any other rel­e­vant reg­u­la­tory au­thor­i­ties.

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