JSE Sens
VUKILE PROPERTY FUND LIMITED - Results of Accelerated Bookbuild
2024/02/20 08:00:00Download PDF Stock report
Results of Accelerated Bookbuild VUKILE PROPERTY FUND LIMITED (Incorporated in the Republic of South Africa) (Registration number 2002/027194/06) JSE share code: VKE ISIN: ZAE000056370 Debt company code: VKEI NSX share code: VKN (Granted REIT status with the JSE) ('Vukile' or 'the Company') RESULTS OF ACCELERATED BOOKBUILD THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. Shareholders of Vukile are referred to the announcement released on SENS on 19 February 2024 ('the Launch Announcement') regarding the launch of an equity raise ('the Equity Raise') equating to approximately 5% of the Company's current market capitalisation, through the issue of new ordinary shares ('the Bookbuild Shares'). Following strong demand, Vukile elected to increase the size of the Equity Raise to R1 billion and is pleased to announce the successful placement of c.6.6% of the Company's market capitalisation, equating to 68,493,151 million new ordinary shares. The Bookbuild Shares were placed at a price of R14.60 per share, representing a 0.75% discount to the pre-launch Vukile share price as at market close on 19 February 2024 (representing a 4.85% discount to the 10-day VWAP). Subject to approval by the JSE Limited, listing and trading of the Bookbuild Shares is expected to commence at 09h00 on 23 February 2024. Houghton Estate 20 February 2024 Sole Bookrunner, Corporate Advisor and Transaction Sponsor Investec Bank Limited South African legal counsel to the Sole Bookrunner DLA Piper JSE & Debt sponsor Java Capital NSX sponsor IJG Securities (Pty) Ltd This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent legal or financial adviser. The Bookbuild Shares 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 of America, absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state and other securities laws. The Equity Raise will be made only to qualifying institutional investors, outside the United States in reliance on Regulation S of the Securities Act. The Equity Raise will only be made to investors to whom the Equity Raise may be lawfully made without having to file or register any securities or any offering or related documentation with any securities regulatory authority in any relevant jurisdiction. The distribution of this announcement and the offering for subscription of the Bookbuild Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Sole Bookrunner or any of their respective affiliates that would permit an offering of such securities or possession or distribution of this announcement or any other offering or publicity material relating to such Bookbuild Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Sole Bookrunner to inform themselves about, and to observe, such restrictions. This announcement is restricted and is not for publication or distribution or release, directly or indirectly, in or into the United States including its territories and possessions, any State of the United States and the District of Columbia, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 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 it would be unlawful to do so. To the fullest extent permitted by applicable law, the Company and the Sole Bookrunner disclaim any responsibility or liability for the violation of such requirements by any person. The Equity Raise 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 Bookbuild Shares will not be offered to the public in any jurisdiction, nor will they be offered in any jurisdiction which would require the preparation or registration of any offering document relating to the Bookbuild or the Bookbuild Shares in such jurisdiction. The offer and sale of the Bookbuild Shares has not been, and will not be, registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Bookbuild Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will not be any offer of Bookbuild Shares in the United States , Canada, Australia and Japan. THE BOOKBUILD SHARES ACQUIRED BY PERSONS OUTSIDE THE UNITED STATES MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT) UNTIL A MINIMUM OF 40 DAYS AFTER THE SETTLEMENT OF THE BOOKBUILD AND BY ACQUIRING BOOKBUILD SHARES IN THE BOOKBUILD FROM OUTSIDE THE UNITED STATES, YOU WILL BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS. This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for Bookbuild Shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Ac, and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the South African Companies Act. This announcement does not, nor is it intended to constitute a 'registered prospectus' as contemplated in the South African Companies Act. In South Africa, the Bookbuild will not be an offer to the public as defined in the South African Companies Act and only (i) persons falling within the exemptions set out in section 96(1)(a) of the South African Companies Act or (ii) persons who propose to subscribe, as principal, for shares at a total contemplated acquisition cost equal to or greater than R1 000 000, as envisaged in section 96(1)(b), of the South African Companies Act, and in each case to whom any offer to participate in the Bookbuild is specifically addressed (all such persons in (i) and (ii) being referred to as 'Relevant Persons'), will be entitled to apply for Bookbuild Shares. Any investment activity in South Africa, or by persons resident or domiciled in South Africa, to which this announcement relates will only be available to, and will only be engaged with, Relevant Persons. Any person in, resident in or domiciled in South Africa who is not a Relevant Person should not act on this announcement or any of its contents. This announcement does not, nor does it intend to, constitute any offering document relating to the Bookbuild. Information made available in this announcement should not be considered as 'advice' as defined in the South African Financial Advisory and Intermediary Services Act, 2002, and nothing in the document should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. No offering document or prospectus will be made available in connection with the matters contained or referred to in this announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU) 2017/1129 (the 'Prospectus Regulation') or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the 'EUWA') (the 'UK Prospectus Regulation'). This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 200 ('FSMA') by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person. This announcement has been issued by, and is the sole responsibility of, the Company. As regards the European Economic Area (the 'EEA') and the United Kingdome, this announcement is for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the 'EEA'), qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation ('qualified investors'); or (b) if in the United Kingdom, qualified investors within the meaning of article 2(e) of the UK Prospectus Regulation who are (i) persons who fall within the definition of 'investment professional' in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'order'), or (ii) persons who fall within article 49(2)(a) to (d) of the order, or (c) persons to whom it may otherwise be lawfully communicated ('UK Relevant Persons'). Any investment or investment activity to which this announcement relates is available only in member states of the EEA to qualified investors and in the United Kingdom to UK Relevant Persons and will be engaged in only with qualified investors in member states of the EEA and UK Relevant Persons in the United Kingdom. This announcement must not be acted on or relied on by persons in a member state of the EEA who are not qualified investors or by persons in the United Kingdom who are not UK Relevant Persons. This announcement has been issued by and is the sole responsibility of the Company. 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 Sole Bookrunner or by any of its respective directors, officers, employees, advisers, affiliates or agents as to, or in relation to, the accuracy, completeness or sufficiency 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. Nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Neither the Sole Bookrunner nor any of its directors, officers, employees, advisers, affiliates or agents accepts any responsibility for its accuracy, completeness or verification and, accordingly, the Sole Bookrunner and its directors, officers, employees, advisers, affiliates or agents disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this announcement or any such statement. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Bookbuild Shares. No representation or warranty is made by the Company or the Sole Bookrunner in connection with the Equity Raise nor the Bookbuild Shares, and any investment decision to buy Bookbuild Shares in terms of the Equity Raise must be made solely on the basis of publicly available information which has not been independently verified by the Sole Bookrunner. The Sole Bookrunner is acting for the Company, and no one else, in connection with the Equity Raise and will not be responsible to anyone other than the Company for providing the protections offered to its clients, nor for providing advice in relation to the Equity Raise. Persons who are invited to and who choose to participate in the Equity Raise by making an offer to take up Bookbuild Shares, will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained herein. Each such person represents, warrants and acknowledges and undertakes that it is a person eligible to subscribe for the Bookbuild Shares in compliance with the restrictions set forth herein and the applicable laws and regulations in its home jurisdiction and in the jurisdiction (if different) in which it is physically resident. The information in this announcement is subject to change without notice and neither the Sole Bookrunner nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. Date: 20-02-2024 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.