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ACCELERATE PROPERTY FUND LTD - Accelerated bookbuild offering of approximately R300 million

Release Date: 30/07/2015 17:20
Code(s): APF     PDF:  
Wrap Text
Accelerated bookbuild offering of approximately R300 million

Accelerate Property Fund Limited
Incorporated in the Republic of South Africa
Registration number 2005/015057/06
Share code: APF
ISIN: ZAE000185815
(“Accelerate” or “the Company”)
(Approved as a REIT by the JSE)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION

ACCELERATED BOOKBUILD OFFERING OF APPROXIMATELY R300 MILLION (THE “OFFERING”)

1.   Introduction and Background

     Accelerate recently concluded a number of value-enhancing acquisitions, including the acquisition of
     several properties tenanted by KPMG Inc. and KPMG Services Proprietary Limited in Parktown,
     Johannesburg (“the Acquisitions”). As an interim measure and to provide funding certainty to the
     Acquisitions, Accelerate elected to settle the purchase price for the Acquisitions in cash utilising
     existing debt facilities (“Acquisition Debt”).

     Under existing authorities granted by Accelerate shareholders (“Shareholders”), Accelerate is entitled
     to allot and issue new shares by way of a vendor consideration placement in respect of the
     Acquisitions.

     The proceeds of the Offering will be used to reduce a portion of the Acquisition Debt and to provide
     the Company with additional balance sheet flexibility to pursue further value-enhancing acquisitions
     currently being assessed and as the opportunities arise.

2.   The Vendor Consideration Placing

     Accelerate announces the launch of an accelerated bookbuild through the offering of new Accelerate
     shares (“Offer Shares”) to raise approximately R300 million. The Offer Shares (other than the Offer
     Shares proposed to be issued under the Fourways Precinct Subscription described in paragraph 3
     below) are being offered to qualifying institutional investors only and subject to the further restrictions
     set out in this announcement. Investors will submit their price and volume orders into a book of
     demand and a single clearing price will be established (“Bookbuild Price”) for the Offering.

     The book for the Offering is open with immediate effect and is expected to close as soon as possible.
     Pricing and allocations will be announced as soon as practicable following the closing of the book.
     Accelerate reserves the right to increase the size of the Offering subject to demand.

     The Offering does not constitute an offer to the public.
3.   The Fourways Precinct Subscription

     Mr. Michael Georgiou, Chief Executive Officer and c.37% shareholder of Accelerate, has through an
     associated entity, Fourways Precinct Proprietary Limited (“Fourways Precinct”), irrevocably committed
     to subscribe for R100 million worth of Offer Shares at the Bookbuild Price alongside qualifying
     institutional investors (“Fourways Precinct Subscription”).

     Due to certain restrictions contained within section 41(1) of the Companies Act, 2008 (Act 71 of 2008)
     as amended (the “Companies Act”), Accelerate is precluded from issuing new shares to Fourways
     Precinct, without the prior approval of Shareholders (“Section 41(1) Approval”). In this regard, the
     Company intends to obtain the requisite approvals from Shareholders to enable it to issue a portion of
     the Offer Shares to Fourways Precinct. The Company anticipates posting the notice and resolution
     regarding the Section 41(1) Approval shortly after the announcement of the results of the Offering.

     Subject to receiving the aforementioned Section 41(1) Approval from Shareholders, Accelerate will
     issue the relevant Offer Shares to Fourways Precinct and will announce the implementation of such
     issue on the Stock Exchange News Service.

4.   Listing and settlement

     Listing and trading of the Offer Shares (other than the Offer Shares to be issued in terms of the
     Fourways Precinct Subscription) is expected to commence at 09h00 on Friday, 7 August 2015.

     The new shares will be issued by Accelerate, under an existing authority to issue shares pursuant to a
     renounced vendor consideration placement.

5.   Bookrunners

     Rand Merchant Bank, a division of FirstRand Bank Limited and Investec Bank Limited, are acting as
     joint bookrunners for the Offering (“the Bookrunners”).

Fourways
30 July 2015

Transaction Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

The Offering is made to qualifying institutional investors, being investors to whom the Offering may be
lawfully made without having to file or register any offering or related documentation with any securities
regulatory authority in any relevant jurisdiction. The total acquisition cost of Offer Shares, for any single
buyer, acting as principal, is R1,000,000 (one million rand) or more.

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United
States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution
would be unlawful. This announcement is for information purposes only and shall not constitute or form part
of an offer or solicitation of an offer to purchase or subscribe for securities in the United States or any other
jurisdiction. The Offering is not to be regarded as an offer or invitation to any person in any jurisdiction to
the extent that any applicable legal requirement in such jurisdiction has not been complied with or it is for
any reason illegal or unlawful to make such an offer or invitation in such jurisdiction.

The securities offered in terms of the Offering have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or
indirectly, in the United States, absent an exemption from, or transaction not subject to, the registration
requirements of the Securities Act. No public offering of securities is being made in the United States.

Neither this announcement nor the Offering constitutes or is intended to constitute an offer to the public in
South Africa in terms of the Companies Act. In South Africa, the invitation to apply for Offer Shares in
terms of the Offer is only open to (i) persons who are acting as principal to apply for Offer Shares at a
minimum acquisition cost of ZAR 1,000,000, as contemplated in section 96(1)(b) of the South African
Companies Act 71 of 2008 (as amended), or (ii) persons who comply with the requirements set out in
Section 36(1)(a) of the South African Companies Act 71 of 2008 (as amended).

This announcement is for information purposes only and in member states of the European Economic Area
(other than the United Kingdom), is directed only at, and the Offering will only be made to, persons who are
qualified investors (as defined in article 2(1)(e) of EU directive 2003/71/EC (the "Prospectus Directive") and
the relevant implementing rules and regulations adopted by each Member State). In the United Kingdom,
this announcement is directed only at and the Offering will only be made to, the following persons:
investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); and high net worth entities, and other persons to whom it
may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order.

This announcement has been issued by and is the sole responsibility of Accelerate. No representation or
warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or
will be accepted by the Bookrunners or by any of their respective affiliates or agents as to, or in relation to,
the accuracy or completeness of this announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any liability therefore is expressly
disclaimed.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be
associated with an investment in the securities. No representation or warranty is made by Accelerate or the
Bookrunners in connection with the Offering, and any investment decision to buy securities in terms of the
Offering must be made solely on the basis of publicly available information which has not been
independently verified by the Bookrunners.

The Offering is subject to the placing agreement between Accelerate and the Bookrunners becoming
unconditional in accordance with its terms. The Bookrunners are acting for Accelerate, and no one else, in
connection with the Offering and will not be responsible to anyone other than Accelerate for providing the
protections offered to clients of the Bookrunners, nor for providing advice in relation to the Offering.

Date: 30/07/2015 05:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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