SENS: Texton: Update on the proposed internalisation of management


Texton shareholders  are referred to the announcement released on SENS on 29 August 2016 which communicated that the board of directors of Texton  consider the potential internalisation of the management of Texton on a regular basis.

Pursuant to the above, Shareholders are hereby advised that the Board and the shareholders of Texton Property Investments Proprietary Limited have agreed the terms of a potential transaction that, if implemented, would have the economic effect of internalizing the management of Texton  in a manner that would better align the interests of the Company’s management and investors and is consistent with global best practice.

High level terms of the Proposed Manco Internalization

In terms of the Proposed Manco Internalisation, a consideration of R180 million will be paid by Texton to the Manager in cash.

The Proposed Manco Internalisation will be subject to the fulfillment of, inter alia, the following conditions precedent:

  • Texton having carried out a due diligence exercise on the Manager to its satisfaction;
  • Texton and the Manager entering into definitive binding agreements pursuant to the Proposed Manco Internalisation;
  • All resolutions required to implement the Proposed Manco Internalization being approved by Shareholders, to the extent required; and
  • All required regulatory approvals, including a fairness opinion, being obtained.

 The Company has received indicative support for the Proposed Manco Internalisation from shareholders who control circa 40% of the eligible votes in relation thereto.

Further details relating to the Proposed Manco Internalisation will be released in due course.