» Holding(s) in Company - Warehousing Arrangements

Holding(s) in Company - Warehousing Arrangements

Posted on: 15 April 2009

Further to the announcement made on 8 April 2009, in order to enable the secondary listing of the Company's shares on the Alternative Exchange ("Alt X") of the JSE Limited to take place, certain "warehousing" arrangements, whereby shares of the Company are temporarily held by a trust set up for this purpose - NEPI Trust ("the Trust"), needed to be effected in order to meet certain regulatory requirements in South Africa. Additional information is set out in the pre-listing statement (the Alt X equivalent of an AIM admission document) which was issued on 8 April 2009 for more information click here.

These arrangements have now been effected, and as a result, a portion of South African resident shareholders' interests in the Company have been sold at a price of EUR1.02 per share, in terms of a sale and repurchase agreement, to the Trust, which as a result of these arrangements now has an interest of 24,382,915 ordinary shares in the issued capital of the Company, representing 86.62% of the Company's issued share capital. Shortly after the Company's shares are admitted to trading on Alt X (at which stage a further announcement will be made), these shares will be repurchased by the original South African resident shareholders, and these shareholders' interests in the Company will then revert to the levels previously held. The interests of each of the significant shareholders in the Company, whose interests prior to the implementation of the "warehousing" arrangements are listed below, will be less than 3% of the Company's ordinary share capital over the period during which the "warehousing" arrangements are in effect.

Prior to "warehousing" arrangements being effected
NameNumber of sharesPercentage of issued shared capital
Diversified Properties 2 (Pty) Ltd7,392,50026.26%
Capital Property Fund6,155,00021.87%
The Suni Trust (see note 1)1,725,0006.13%
Coco Haven 31 (Pty) Ltd1,536,6005.46%
Optimprop 3 (Pty) Ltd (see note 1)1,477,5005.25%
Chataprop Holdings 50 (Pty) Ltd1,477,5005.25%
Maxtrade Seven (Pty) Ltd985,0003.50%
  • Des de Beer, a director of the Company, is a trustee and beneficiary of the Suni Trust and is also a 50% shareholder in and the sole director of Optimprops 3 (Pty) Ltd.
  • In addition to the above, Mrs Madelein Slabbert, the wife of Martin Slabbert, a director of the Company, will transfer 179,922 ordinary shares in the Company to the Trust pursuant to the above arrangements and will therefore have an interest of 17,578 ordinary shares in the Company, representing 0.06% of the issued share capital of the Company, during the period of the "warehousing" arrangements.
  • The Takeover Panel has confirmed that these arrangements will not have any Takeover Code consequences.