Ardor, AFPFL in agreement for reverse listing

Posted On Wednesday, 04 December 2013 09:17 Published by
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Ardor enters into a memorandum of agreement with AFPFL whereby AFPFL has agreed to effectively provide an underwriting platform for the reverse listing of Ardor.

ArdorProperty investment company Ardor has entered into a memorandum of agreement with African Focus Property Fund Limited whereby AFPFL has agreed to effectively provide an underwriting platform for the reverse listing of Ardor. The agreement is conditional on the provision of certain security and a sole mandate for a period of six months to introduce further properties to Ardor‚ the company said on Tuesday.
The security will comprise three repurchase guarantees by AAUG Insurance Company (AAUG) issued to the three vendor companies of the assets - Lashka 132 Limited‚ Ardor Properties Proprietary Limited and Oakwood Fourways Development Proprietary Limited - as well as a pledge of the shares to be issued to the three vendor companies and an undertaking in respect of the unissued shares in Ardor prior to subscriptions by the public.
It has been calculated that an investment of R300.9m is required to enable the originally approved transactions in terms of the minimum portfolio to proceed and for the company to be unsuspended‚ Ardor said. This will be achieved by paying for the assets that Ardor has acquired in terms of the agreements signed and as previously approved by shareholders in general meeting. The three vendor companies have agreed to payment partly by the issue of Ardor shares at a specified value of R197.9m and partly by payment in cash of R103m‚ totalling R300.9m.
In terms of the general meeting of Ardor shareholders held in 2012‚ a total of 371 294 287 Ardor shares are approved to be issued for the acquisition of properties and raising of cash for purposes of the reverse listing. The reverse listing was conditional on achieving a minimum spread of shareholders and the vendors of the property assets have agreed to accept Ardor shares in lieu of a cash payment. This issue of shares will be in addition to the 138 510 638‚ which will ensure that Ardor exceeds the originally announced minimum subscription level of R360m.
The shares for which the three vendors will subscribe in terms of the agreements will total 156 521 739‚ which are redeemable in cash in terms of a put option‚ which is underwritten by the AAUG repurchase guarantees. AFPFL will subscribe for 138 510 638 in Ardor for R300.9m. In addition AFPFL will receive a put option from Ardor as well as a put option from AAUG at a purchase price of R2.50 per share‚ which is exercisable within 75 days of the investment being made. In terms of the memorandum of agreement‚ AFPFL has committed to provide Ardor with cash of R103m and bank guarantees of R197.9m until payment is due‚ subject to the completion of certain conditions.
Ardor is awaiting confirmation of receipt of funds‚ which will trigger the acquisition of the minimum portfolio and the reverse listing process. Thereafter‚ the company will be approaching the JSE as to the way forward. A further announcement will be made in due course.
Shareholders were advised to continue to exercise caution when dealing in the company’s securities until an announcement regarding the receipt of these funds is made.
Last modified on Wednesday, 04 December 2013 10:01

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