Rights Issue Circular
Oryx Properties Limited
(Incorporated in the Republic of Namibia)
(Registration Number 2001/673)
(Date of Registration: 21 December 2001)
Linked Unit code: ORY | ISIN: NA0001574913
(“Oryx” or “the Company”)
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions and interpretations commencing on page 6 of this Circular apply, mutatis mutandis, throughout this
Circular including this cover page.
Unitholders are referred to page 8 of this Circular, which sets out the action required of them with regard to the General
Meeting, full details of which are set out in this Circular. If you are in any doubt as to the action that you should take,
please consult your broker, banker, legal advisor, accountant or other professional advisor immediately.
CIRCULAR TO ORYX UNITHOLDERS
Regarding:
• a renounceable Rights Issue to Qualifying Unitholders in respect 32,698,877 Rights Issue Units in the ratio of 1 Rights Issue Unit
for every 2.5 Linked Units held at the close of trade on Friday, 23 June 2023, at a price of 1,161 cents per Rights Issue Unit
inclusive of Antecedent Interest Distribution of 50 cents.
and incorporating
• the Notice of General Meeting;
• a form of proxy in respect of the General Meeting for use by certificated Unitholders with own-name registration only; and
• a form of Instruction in respect of Letters of Allocation for use by Qualifying Unitholders only.
Date of issue: 26 May 2023
Copies of this Circular are available in English only and may, from 26 May 2023 until 15 June 2023 (both days inclusive),
be obtained from the registered office of Oryx at the address set out in the “Corporate Information” section of this
Circular. A copy of this Circular will also be available on the Oryx website (www.oryxprop.com/investors/circulars/).
NSX Sponsor and Corporate Advisor Auditors and Independent Reporting Attorneys to Oryx
Accountant
CORPORATE INFORMATION
Auditors and Reporting Accountants to Oryx Company Secretary
Deloitte
“Acquisition” or “Transaction” the acquisition or transaction refers to acquiring 100% of shareholding in Dunes Mall
(Proprietary) Limited, registration number 2006/0331;
“Antecedent Interest that portion of the interest distribution by the Company resulting from the issue of
Distribution” Linked Units other than at the beginning of a distribution period, as explained more fully
in paragraph 2.6 below;
“AOA” the Articles of Association of Oryx in force as at the date of this Circular;
“Attorneys” Engling, Stritter and Partners, an unincorporated partnership authorised and regulated
by the Law Society of Namibia, with its principal place of business at 12 Love Street,
Windhoek;
“Board” or “Directors” or the board of directors of Oryx at the date of this Circular whose details are set out on
“Board of Directors” page 11 of this Circular;
“Broker” any person who is a member of a licensed stock exchange and is under the rules of
that stock exchange authorized to carry on the business of buying and selling securities
on behalf of other persons or on his own account, or on behalf of other persons and on
his own account, as defined in section 1 of the Stock Exchanges Control Act 1 of 1985;
“Business Day” Any day other than a Saturday, Sunday or an officially recognized public holiday in
Namibia in terms of the Public Holidays Act 26 of 1990;
“Circular” this document distributed to Unitholders and dated 26 May 2023, containing the circular
to Unitholders, annexures, the Notice of General Meeting, a form of proxy and a form
of instruction in respect of Letters of Allocation;
“Circular Record Date” the date upon which Unitholders must be registered in the Register in order to be
eligible to receive a copy of this Circular;
“the Common Monetary the Republics of Namibia and South Africa and the Kingdoms of Lesotho and
Area” Swaziland;
“Debentures” or “Oryx a variable rate unsecured debenture with a nominal value of 449 cents per debenture,
Debentures” which debenture forms part of the Oryx Linked Unit;
“Debenture Trust Deed” the debenture trust deed, dated 2 October 2002, as amended from time to time together
with the supplemental trust deeds thereto, as amended from time to time, governing
the terms and conditions of the Oryx Debentures;
“Deloitte” or “Reporting Deloitte
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“Dunes Mall” Dunes Mall (Proprietary) Limited (Registration number 2006/0331), a private company
with limited liability, registered and incorporated in accordance with the applicable law
in Namibia;
“Form of Instruction” a printed, personalised form of instruction in respect of Letters of Allocation reflecting
the Rights of Qualifying Unitholders and on which Unitholders are entitled to indicate
whether they wish to take up their Rights or sell or renounce all or a portion of their
Letters of Allocation;
“General Meeting” the General Meeting of Oryx Unitholders to be held at 09:00 on 15 June 2023 at
Naukluft Boardroom, AVANI, Independence Avenue, Windhoek, Namibia convened in
terms of the Notice of General Meeting;
“General Meeting the date upon which Unitholders must be registered in the Register in order to be
Record Date” eligible to attend and vote at the General Meeting;
“IFRS” International Financial Reporting Standards as developed by the International
Accounting Standards Board;
“Last Practicable Date” 30 June 2022, being the last practicable date prior to the finalisation of this Circular;
“Letter of Allocation” a renounceable (nil paid) letter of allocation issued by Oryx to Qualifying Unitholders,
conferring a Right on the holder thereof;
“Linked Units” or “Oryx a Unit comprising one ordinary share with a par value of one cent per share linked to a
Linked Units” variable rate unsecured Debenture with a nominal value of 449 cents per Debenture;
“the Listing Requirements” the Listing Requirements of the NSX, as amended from time to time by the NSX;
“NENS” the Stock Exchange News Service, the news service operated by the NSX;
“Namibia” the Republic of Namibia;
“Namibia Dollar” or “N$” Namibia Dollar, the currency of Namibia;
“Notice of General Meeting” the notice of the General Meeting attached to and forming part of this Circular;
“the NSX” the Namibian Stock Exchange, which is licensed as an exchange in terms of the Stock
Exchange Control Act 1 of 1985, as amended;
“Oryx” or “the Company” or Oryx Properties Limited (Registration number 2001/673), a public company
“the Group” incorporated in accordance with the laws in Namibia and listed on the NSX;
“Qualifying Unitholder” a holder of Linked Units registered as such on the Register on Friday, 23 June 2023,
the record date which Unitholders are eligible to receive Letters of Allocation, as Oryx
in its sole discretion may determine;
“Registrar” the Registrar of business and industrial property as defined in section 1 of Business
and Intellectual Property Authority Act 8 of 2016, previously known as the Registrar of
Companies;
“Register” the register of certificated Unitholders maintained by the Transfer Secretaries on behalf
of Oryx in terms of the Companies Act;
“Right/s” the right/s to subscribe for Rights Issue Units at the Rights Issue Price pursuant to the
Rights Issue;
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“Rights Issue” the renounceable rights issue to Qualifying Unitholders of the Rights Issue Units at the
Rights Issue Price, in the ratio of 1 Rights Issue Unit for every 2.5 Linked Units held on
the Record Date;
“Rights Issue Price” the subscription price payable being 1,161 cents (one thousand one hundred and sixty-
one cents) per Rights Issue Unit, inclusive of the Antecedent Interest Distribution;
“Rights Issue Units” Up to 32,698,877 (Thirty-two million six hundred and ninety-eight thousand eight
hundred and seventy-seven) new Linked Units to be issued pursuant to the Rights
Issue;
“Sponsor” or “IJG” IJG Securities (Proprietary) Limited, a private company incorporated in accordance
with the laws in Namibia, (Registration number 96/421) and a member of the NSX, with
its principal place of business at the 4th Floor, 1@Steps, c/o Grove and Chasie Streets,
Windhoek;
“Transfer Secretaries” Transfer Secretaries (Proprietary) Limited, a private company incorporated in Namibia,
Registration Number 93/713;
“Unitholders” or “Oryx holders of Linked Units;
Unitholders”
IV. ACTION REQUIRED BY ORYX UNITHOLDERS
Please take careful note of the following provisions regarding the action required by Oryx Unitholders:
If you have disposed of your Oryx Linked Units (in whole or in part), please forward this Circular to the purchaser of
such Oryx Linked Units or to the broker, banker, or other agent through which such disposal was effected.
If you are in any doubt as to what action you should take, please consult your broker, accountant, banker, attorney,
accountant, or other professional adviser immediately.
The Rights that are represented by Letters of Allocation are valuable and may be traded on the NSX.
You will be entitled to apply for excess Linked Units of your original entitlement if there are excess Rights Issue Units
available for allocation once the Rights Issue has closed. Any excess allocations will be in the sole discretion of the
Board. The allocation of new Oryx Linked Units will be such that Oryx Unitholders will not be allocated a fraction of a
new Oryx Linked Unit and as such any entitlement of Oryx Unitholders to receive a fraction of a new Oryx Linked Unit,
will be rounded down to the nearest whole number.
You should carefully read through this Circular and decide how you wish to vote on the resolution(s) to be proposed at
the General Meeting.
You should also take note of the effect of the Antecedent Interest Distribution promoting equal treatment of both
existing- and new Unitholders and as discussed more fully in clause 2.6 below.
GENERAL MEETING
Oryx’ Unitholders are referred to the notice of General Meeting issued on Monday, 22 May 2023 and are hereby invited
to attend the General Meeting to be held on Thursday, 15 June 2023 at the Naukluft Boardroom, AVANI, Independence
Avenue, Windhoek, Namibia at 09:00 in order to consider, and if deemed fit, approve and adopt the resolutions set out
in the Notice of General Meeting.
All Oryx Unitholders are entitled to attend, or be represented by proxy, and may vote at the General Meeting. If you are
unable to attend the General Meeting, but wish to be represented thereat, you must complete and return the attached
form of proxy, in accordance with the instructions contained therein. Such form of proxy duly completed, must be
forwarded to and reach the Company Secretary by electronic mail at This email address is being protected from spambots. You need JavaScript enabled to view it. or be delivered by hand
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to the registered office of Oryx at 2nd Floor, Maerua Mall Office Tower, c/o Robert Mugabe Avenue and Jan Jonker
Road, Windhoek not less than 48 (FORTY-EIGHT) hours before the time of holding the meeting, being no later than
09:00 on Tuesday, 13 June 2023.
Action Required by Qualifying Unitholders in respect of Rights Issue
A Form of Instruction for completion by Qualifying Unitholders is enclosed with this Circular and the relevant procedure
for participation in the Rights Issue is set out below.
If you do not wish to exercise all the Rights allocated to you as reflected in the Form of Instruction, you may either
dispose of or renounce all or some of your Letters of Allocation as follows:
• DISPOSE: If you wish to sell all or part of your entitlement, you must complete Form A in the enclosed Form
of Instruction and return it to your Broker. Take note that the last day to trade Letters of Allocation on the NSX
will be close of trading on Friday, 07 July 2023, therefore your Form of Instruction should be forwarded to your
Broker well in advance of that date. Note that your Broker will endeavour to procure the sale of Rights on the
NSX on your behalf and to remit the net proceeds thereof in accordance with your instructions. In this regard,
neither the Broker, Transfer Secretaries nor Oryx will have any obligation or be responsible for any loss or
damage whatsoever in relation to or arising from the timing of such sales, the price obtained, or the failure to
dispose of any or all such Letters of Allocation.
• RENOUNCE: If you wish to renounce some or all of your Letters of Allocation in favour of any named
renouncee, you must complete Form B in the enclosed Form of Instruction, and the renouncee must complete
Form C in the enclosed Form of Instruction and return it to Transfer Secretaries, so as to be received by no
later than close of trading on Friday, 07 July 2023 , together with EFT proof of payment of the aggregate Rights
Issue Price payable in respect of the Rights Issue Units subscribed for.
If you are a Qualifying Unitholder and wish to exercise all or some of the Rights allocated to you as reflected in the
enclosed Form of Instruction, you may exercise your Letters of Allocation as follows:
• EXERCISE: You must complete the enclosed Form of Instruction in accordance with the instructions
contained therein and lodge it, together with your EFT proof of payment of the aggregate Rights Issue Price
payable in respect of the Rights Issue Units subscribed for, with the Transfer Secretaries so as to be received
by the Transfer Secretaries by no later than close of trading on Friday, 07 July 2023.
Excess applications will be permitted at the sole discretion of the Board. Unitholders shall be entitled to apply
for excess Linked Units of their original entitlement if there are excess Rights Issue Units available for allocation
once the Rights Issue has closed. The allocation of new Oryx Linked Units will be such that Oryx Unitholders
will not be allocated a fraction of a new Oryx Linked Unit and as such any entitlement of Oryx Unitholders to
receive a fraction of a new Oryx Linked Unit, will be rounded down to the nearest whole number.
The procedures to apply for Rights Issue Units are set out in the enclosed Form of Instruction. Unitholders who subscribe
for Rights Issue Units may also apply for Rights Issue Units in excess of the Rights allocated to them or renounced in
their favour. The procedures relating thereto are summarised as follows:
• any Unitholder who wishes to apply for additional Rights Issue Units must complete the relevant portion of the
Form of Instruction;
• the application for additional Linked Units is allowed at the discretion of the Board in terms of the Rights allocated
to the Unitholder and is shown in the Letter of Allocation;
• any Rights Issue Units not subscribed for in terms of the Rights Issue will be available to other Unitholders that
apply for additional Linked Units;
• additional Linked Units will only be available if there are other Unitholders that do not exercise their Rights and
there accordingly are excess Rights Issue Units available for allocation once the Rights Issue has closed;
• no interest will be paid on monies received in respect of applications for Rights Issue Units; and
• each application for Rights Issue Units will be regarded as a single application except in the case of an application
submitted by a recognised nominee company and which discloses on a typed supporting schedule attached to
the Letter of Allocation the number of Linked Units held on behalf of each principal, the number of Rights Issue
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Units taken up in terms of the Rights Issue on behalf of each principal and the number of additional Rights Issue
Units applied for on behalf of each principal.
• In the case of multiple applications, other than by a recognised nominee company as indicated above, the total
number of Rights Issue Units applied for in the same name will be regarded as a single application.
Refund payments in respect of unsuccessful excess applications will be made on or about Monday, 31 July 2023.
Refunds will be made by electronic funds transfer to the bank account reflected on the Unitholder register at the Transfer
Secretaries and printed on the Letter of Allocation.
FOREIGN UNITHOLDERS AND SUBSCRIBERS TAKE NOTE:
If you are not resident in the CMA, all payments in respect of applications for Rights Issue Units by non-residents must
be made through an authorised dealer in foreign exchange and the provisions of paragraph 2.8.6 below will apply in
respect of such payments. No interest will be paid on any money received in respect of an application or otherwise.
To the extent that you subscribe for Rights Issue Units, and they are allocated to you, you will receive such Rights Issue
Units in certificated form.
NB, TAKE CAREFUL NOTE:
If the required documentation and payment have not been received in accordance with the instructions contained in
this Circular and the Form of Instruction (either from the Qualifying Unitholder or from any person in whose favour the
Rights have been renounced) by close of trading on Friday, 07 July 2023, then the Rights and the relevant number of
unsubscribed Rights Issue Units will be deemed to have been declined and the Rights Issue entitlement will lapse.
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CIRCULAR TO ORYX UNITHOLDERS
(Incorporated in the Republic of Namibia)
(Registration Number 2001/673)
(Date of Registration: 21 December 2001)
Linked Unit code: ORY | ISIN: NA0001574913
(“Oryx” or “the Company”)
Directors
Executive Non-Executive
Ben Jooste (Chief Executive Officer) Vetumbuavi Mungunda (Chairperson)
Francis Heunis (Chief Financial Officer) Ally Angula (Deputy Chairperson)
Jennifer Comalie
Roswitha Gomachas
Marius Muller (South African)
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1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR
1.1. It was announced on Monday, 22 May 2023 on NENS that Oryx would proceed with a Rights Issue to raise cash.
Oryx will perform a Rights Issue granting Qualifying Unitholders the opportunity to follow their Rights. The
rationale for the Rights Issue is set out more fully in paragraph 2.1 below; and
1.2. The purpose of this Circular is to:
1.2.1. advise Unitholders of the terms and conditions of the Rights Issue and provide Unitholders with
instructions on participation in the Rights Issue; and
1.3. This Circular deals with the Rights Issue and financial information and other information required to be disclosed
to Oryx Unitholders in terms of the NSX Listings Requirements and the Companies Act, Act 28 of 2004.
2. RIGHTS ISSUE
PLEASE TAKE CAREFUL NOTE OF THE FOLLOWING REGARDING THE RIGHTS ISSUE:
All Qualifying Unitholders who do not wish to exercise their Rights as awarded in the Letters of Allocation, can
trade those Letters of Allocation on the NSX. Trading will commence at 09:00 on Friday, 30 June 2023. Letters
of Allocation will cease trading at 17:00 on Friday, 07 July 2023.
After trading in Letters of Allocation has closed, the register of all persons holding Rights through Letters of
Allocation to participate in the Rights Issue will be finalised.
All persons wishing to exercise their rights in terms of the Letters of Allocation awarded to them as Qualifying
Unitholders, or acquired by them thereafter through trading, or renunciation by a Qualifying Unitholder in their
favour, must complete the Form of Instruction in accordance with the instructions contained therein and lodge
it, together with payment of the aggregate Rights Issue Price payable in respect of the Rights Issue Units for
which they intend to subscribe, with Transfer Secretaries at the address set out in the “Corporate Information
and Advisors” section of this Circular on page 2, so as to be received by Transfer Secretaries by no later than
12:00 on Friday, 14 July 2023.
Any delays caused by regulatory approval processes could have an impact on the dates as set out
in this Circular. Any changes to the relevant dates or a cancellation of the Rights Issue will be
communicated to Oryx Unitholders via a NENS announcement.
2.1. Regulatory process
The Salient Dates and Times set out on page 5 of this Circular might be impacted by the following regulatory
processes:
In terms of Section 152 and 153 of the Companies Act, 2004 the Letters of Allocation must first be approved by
the NSX before they may be issued, distributed or delivered or caused to be issued, distributed or delivered.
After obtaining NSX approval, Oryx must lodge, with the Registrar for registration, a copy thereof. As soon as the
Registrar registered the Letter of Allocation, he or she must give notice of the registration to Oryx or the person
who lodged them on behalf of Oryx.
2.2. Rationale for the Rights Issue
2.2.1. Background
Oryx is a property loan stock company and is therefore primarily funded through a combination of equity
and debt funding by way of Linked Units.
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In March 2023, Oryx celebrated its 20th anniversary since listing on the NSX. Today, Oryx is a well-
established property investment fund with a N$3 billion property portfolio and exposure to different real
estate industry segments.
Over recent years, Oryx has strengthened and consolidated its balance sheet which was necessary
during the recession followed by the pandemic period. A short-term strategy was executed where
several successes were achieved which include improved gearing and collections, significant bad debt
recoveries, a significant decrease in COVID-19 write-offs, reduction in vacancies, double digit growth
of distributable income and further investing in green initiatives to install or increase solar capacity on
roof structures. This was in addition to defensive investments in some of our retail assets.
2.2.2. Strategy 2025
Following a thorough review of the market and strategic opportunities over the next three (3) to five (5)
years, Oryx will embark on an ambitious growth strategy, namely Strategy 2025, where the aim is
amongst others, to grow the property portfolio to N$4.5 billion geographically within Namibia by 2025,
whilst in doing so, to reposition the entire portfolio and reduce the overall concentration risk of Maerua
Mall within the existing portfolio. Given this background, the rational for the Rights Issue is to acquire
the Dunes Mall (Proprietary) Limited (“Dunes Mall”) by raising 60% of the capital for the acquisition
through equity, and 40% through new debt.
A well participated capital raise would provide Oryx with sufficient capital to fund the growth
requirements for the 2023 and 2024 financial years and therefore reduce the requirement for another
capital raise in 2024. This is on the back of various balance sheet management activities that improved
our gearing that will provide more opportunities for organic growth with existing levels of funding.
The Board believe this acquisition will lead to increased future returns to unitholders in its journey to
create predictable, reliable, and sustainable returns.
2.2.3. Purchase Price
Oryx has agreed to purchase the Dunes Mall at a price of N$620 million at a first-year yield of 9.5% vs.
the comparative corresponding Oryx retail portfolio that is currently trading at circa 8.50%.
The sellers have an opportunity to increase the purchase price upwards by N$22.85 million (hard cap)
over a three-year (3-year) period to N$642.85 million through a purchase price adjustment (“PPA”)
mechanism, on the basis of increasing the current acquisition net operating income (“NOI”) by a further
N$3.1 million per annum, thus representing an acquisition yield of circa 13.6% on the PPA portion only,
net of any capital expenditure and leasing commission payable by the sellers.
Oryx has further agreed to pay N$8.25 million for the additional land therefore bringing the initial
purchase price to N$628.5 million, and the maximum adjusted purchase price to N$651.1 million
inclusive of the PPA and land, but exclusive of transaction costs.
The acquisition is structured to acquire the shares of Dunes Mall which relates in a significant cost
saving when compared to transferring the asset to a new company.
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2.2.4. Funding Mix
Source: Oryx
Oryx intends to use the Rights Issue proceeds to acquire the Dunes Mall. The total purchase price
amounts to N$632,723,279, including acquisition costs estimated at N$4,473,279.
The intention is to issue 32,698,877 Linked Units, thereby raising 60% or circa N$379.6 million of the
acquisition price. The remaining portion will be funded from debt where gearing is expected to initially
deteriorate slightly until the benefit of the property valuation upside is achieved.
2.2.5. Use of proceeds
Background
Oryx identified the opportunity to acquire 100% of the shareholding in the Dunes Mall.
Initial Development
The Dunes Mall was built in two phases in 2017 and 2019 respectively at a total cost of circa N$600
million. The asset consists of 32,438m2 of Gross Lettable Area anchored by Checkers, Pick ‘n Pay and
Game and has traded well since opening, despite the region having been one of the worst impacted
during the COVID pandemic in 2020 and 2021, respectively, largely due to its robust tenant mix of value
and premium brands and its location within the Erongo Region and the town of Walvis Bay.
Current Status
The Dunes Mall was independently valued during 2022 at circa N$ 680 million, using a capitalisation
rate of 8.5%. There is thus potential for significant valuation upside in year one (1) given that the
acquisition is to be concluded at a first-year yield of 9.5%. The Dunes Mall has shown strong rental
growth over its lifetime, and there is still significant room for growth given the projected growth of its
catchment area and the greater Walvis Bay. The port city of Walvis Bay has recorded an impressive
87% increase in passenger vessel numbers for 2022/23 in comparison to the year before; and is likely
to become a major logistics hub for the region, supplying neighbouring landlocked countries with
imported goods and exporting their natural resources.
Walvis Bay and the Erongo Region have shown positive economic growth indicators over the last 12
months, and this is expected to reflect in the residents’ buying patterns and disposable income. Oryx is
aware of several planned developments in the vicinity of the Dunes Mall which will further increase the
catchment area of the Dunes Mall and broaden the demographic make-up of the Dunes Mall shopper.
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A detailed due diligence was performed on the Dunes Mall before an offer was made, and it was found
to be in very good condition and an excellent investment opportunity. No legal, financial, structural or
administrative red flags were noted during the process, and it was concluded that while the Dunes Mall
is still new, its potential has not yet been fully realised and a significant opportunity for growth still exists.
The year one (1) to five (5) projected income yields can be summarised as follows:
Year Year 1 Year 2 Year 3 Year 4 Year 5
Projected yield 9.5% 10.0% 10.6% 11.2% 11.8%
Source: Oryx
Further to the significant yield and valuation upside of the Dunes Mall, it is ideally positioned to achieve
a number of strategic objectives for Oryx, namely the overall portfolio value and revenue growth targets,
as well as geographic diversification and diversification away from Oryx’ largest asset, Maerua Mall. On
the latter point, the exposure of Maerua Mall in the portfolio is expected to decrease post the Dunes
acquisition as seen below.
Description Pre-Acquisition Post Acquisition
Maerua Node as a percentage of Total Oryx Revenue 46.7% 36.7%
Maerua Retail as a percentage of Total Oryx Revenue 38.4% 30.2%
Maerua Node as a percentage of Total Asset Value 47.4% 38.4%
Maerua Retail as a percentage of Total Asset Value 38.9% 31.5%
Source: Oryx
Future Development
The Dunes Mall includes bulk land earmarked for future development, which Oryx believes holds
significant potential to further enhance the already favourable yield of this asset. Several interested
parties have been identified for these additional developments, and these opportunities will be pursued
once transfer of the Dunes Mall has occurred. These include additional retail offerings, entertainment
and food and beverage offerings as well as tourism-related offerings.
The proposed Rights Issue will provide each Oryx Unitholder a right to take up of 1 Rights Issue Unit
for every 2.5 Linked Units held at the close of trade on Friday, 23 June 2023, at a price of 1,161 cents
per Rights Issue Unit, inclusive of Antecedent Interest Distribution of 50 cents.
Should the Rights Issue be oversubscribed, the Board will at its discretion restrict the accepted
allocations among unitholders up to a maximum of 60% of the purchase price inclusive of the transaction
costs on the same basis as indicated in the excess applications section. This is to ensure that the
optimum number of linked units are issued to avoid unnecessary future dilution in distribution interest.
In November 2022, Oryx’s bond programme raised additional funds of N$165.2 million. These funds
are currently parked on rolling credit facilities and therefore interest is currently minimised whilst the
funds are ring-fenced for the Dunes Mall transaction as contingency in the event that the capital raise
is not fully subscribed. A well subscribed rights issue would however mean that the debt raised in the
November bond programme issuance can be utilised more accretive for a combination of future
acquisitions and repayment of expensive debt.
Oryx has further obtained competitive funding terms from RMB Namibia (“RMB”), being as follows:
- Amount: N$500 million (N$100 million existing debt + N$400 million new debt for the Dunes Mall)
- Term: 4-years
- Interest rate: 3M JIBAR plus 1.39%
Since this funding is better than any historic or current funding terms received from all financial
institutions, Oryx is comfortable to pursue the full N$500 million. The following two scenarios shows the
funding for Oryx, dependent on the amount of debt required for the acquisition of the Dunes Mall:
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40% debt 50% debt 60% debt
N$ million N$ million N$ million
Available funds before capital raise * 394.2 394.2 394.2
RMB new facility 500.0 500.0 500.0
Settle Nedbank N$75 million facility (75.0) (75.0) (75.0)
Settle RMB N$100 million facility (100.0) (100.0) (100.0)
Debt to be used on the Dunes Mall (262.9) (321.3) (385.5)
Available funds after capital raise * 456.3 398.2 333.7
Increase in available facilities 62.1 4.0 60.5
*Excluding Oryx’s DMTNP
From the above, it is evident that the intention remains for Oryx to repay the N$100 million and N$75
million loan facilities with RMB and Nedbank respectively, of which both RMB and Nedbank are expiring
in August 2023. Seeing that RMB and Nedbank are the most expensive facilities on Oryx’s books
(margins of 2.98% and 2.85% above 3-month JIBAR respectively), this would translate in savings of
interest expenses estimated as follows:
RMB: N$1.6 million per annum [(2.98% - 1.39%) x N$100 million]
Nedbank: N$1.1 million per annum [2.85% - 1.39%) x N$75 million]
Excess available funds will be paid into the ABSA RCF facility to save on interest costs.
As a result of the above, Oryx unencumbered property value will then also increase as follows:
Unencumbered property value at 30 June 2022: N$206.5 million
Nedbank encumbered property value at 30 June 2022 anticipated to be
unencumbered: N$162.7 million
Total unencumbered property value if Rights Issue is fully subscribed: N$369.2 million
Apart from repaying the most expensive debt and in doing so reducing the Oryx’s overall cost of funding,
and increasing the unencumbered property portfolio, repayment of the Nedbank loan will further allow
Oryx to standardise the loan securities into existing security SPV structures to reduce future costs to
move loans between financiers.
Based on the assumption that 60% equity can be raised for the Dunes Mall acquisition, the following
debt maturity profile is expected after the capital raise:
Source: Oryx
The pro forma statement of financial position, statement of comprehensive income and Linked Unit
effect is shown in Annexure B of this Circular.
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2.3. Terms of the Rights Issue
In terms of the Rights Issue:
• Qualifying Unitholders will be entitled to subscribe for 32,698,877 Rights Issue Units, upon the terms set out
in this Circular;
• Each Qualifying Unitholder recorded in the Register at 17:00 on Friday, 23 June 2023 will be awarded Letters
of Allocation. Letters of Allocation in respect of the Rights Issue Units will be listed and able to be traded on
the NSX from 09:00 on Friday, 30 June 2023 until 17:00 on Friday, 07 July 2023;
• After trading in Letters of Allocation has closed at 17:00 on Friday, 07 July 2023, the register of all persons
holding Rights through Letters of Allocation will be finalised by Friday 14 July 2023. All holders of Rights by
way of Letters of Allocation shall be entitled to subscribe for 1 Rights Issue Unit for every 2.5 Linked Units
held;
• All Rights held by way of Letter of Allocation must be exercised in the manner as provided for below, by
completing the relevant sections of the Form of Instruction and submitting same, together with EFT proof of
payment to Transfer Secretaries from 09:00 on Friday, 30 June 2023, but before 12:00 on Friday, 14 July
2023; and
• The Subscription Price will be 1,161 cents per Rights Issue Unit, inclusive of the Antecedent Interest
Distribution of 50 cents.
The Rights Issue will open at 09:00 on Friday, 30 June 2023 and will close at 12:00 on Friday, 14 July 2023.
The Rights Issue Units will, upon allotment and issue, rank pari passu with all other existing Linked Units in all
respects, including in terms of both voting rights and dividends. The Rights Issue Units do not have any
convertibility or redemption provisions, except as provided for in the Debenture terms.
All Unitholders should familiarise themselves with the terms and rationale of the Antecedent Interest Distribution
as explained more fully in paragraph 2.6 below.
The Rights Issue Units, once issued, will be fully paid up and freely transferable, subject to exchange control
regulations as may be in force in Namibia from time to time.
In addition, up to N$500 million of new debt is available and has been approved to cover any shortfall on the
portion not covered by the capital raise on the basis that internal covenants and gearing limits are not breached.
2.4. Excess Applications
Excess applications will be permitted at the discretion of the Board. Unitholders shall be entitled to apply for
excess Linked Units if there are excess Rights Issue Units available for allocation once the Rights Issue has
closed. The allocation of new Oryx Linked Units will be such that Oryx Unitholders will not be allocated a fraction
of a new Oryx Linked Unit and as such any entitlement of Oryx Unitholders to receive a fraction of a new Oryx
Linked Unit, will be rounded down to the nearest whole number.
The procedures to apply for Rights Issue Units are set out in the enclosed Form of Instruction. Unitholders who
subscribe for Rights Issue Units may also apply for Rights Issue Units in excess of the Rights allocated to them
or renounced in their favour. The procedures relating thereto are summarised as follows:
• any Unitholder who wishes to apply for additional Rights Issue Units must complete the relevant portion of
the Form of Instruction;
• the application for additional Linked Units is allowed at the discretion of the Board in terms of the Rights
allocated to the Unitholder and is shown in the Letter of Allocation;
• any Rights Issue Units not subscribed for in terms of the Rights Issue will be available to other Unitholders
that apply for additional Linked Units;
• additional Linked Units will only be available if there are other Unitholders that do not exercise their Rights
and there accordingly are excess Rights Issue Units available for allocation once the Rights Issue has
closed;
• no interest will be paid on monies received in respect of applications for Rights Issue Units; and
Page 17
• each application for Rights Issue Units will be regarded as a single application except in the case of an
application submitted by a recognised nominee company and which discloses on a typed supporting
schedule attached to the Letter of Allocation the number of Linked Units held on behalf of each principal,
the number of Rights Issue Units taken up in terms of the Rights Issue on behalf of each principal and the
number of additional Rights Issue Units applied for on behalf of each principal.
• In the case of multiple applications, other than by a recognised nominee company as indicated above, the
total number of Rights Issue Units applied for in the same name will be regarded as a single application.
Refund payments in respect of unsuccessful excess applications will be made on or about 31 July 2023. Refunds
will be made by electronic funds transfer to the bank account reflected on the Unitholder register at the Transfer
Secretaries and printed on the Letter of Allocation.
All payments in respect of applications for Rights Issue Units by non-residents must be made through an
authorised dealer in foreign exchange and the provisions of paragraph 2.8.6 below will apply in respect of such
payments. No interest will be paid on any money received in respect of an application or otherwise.
2.5. Summary of Salient Features of Rights Issue
Amount of cash to be raised from Rights Issue: N$379,633,962
Issue Price of each new Linked Unit, inclusive of Antecedent Interest Distribution (cents): 1,161
Base Issue Price (cents) 1,111
Antecedent Interest Distribution (cents) 50
Number of new Linked Units to be issued: 32,698,877
Entitlement ratio for each Right awarded of 1 new Linked Unit for every 2.5 Linked Units
1:2.5
held on Friday, 23 June 2023:
2.6. Explanation of the Antecedent Interest Distribution
The Antecedent Interest Distribution comprises of that portion of the interest distribution to be made by the
Company in respect of the new Units issued resulting from the issue of Linked Units, for the period from the
beginning of the distribution period to the date of issue of the new Linked Units.
If Oryx issues new Linked Units at any point in time, other than at the beginning of a distribution period, the next
distribution will include an element of ‘antecedent’ interest. This is due to the interest being paid on the total
number of Linked Units in issue, including the recent new issue, for the full period.
The compensation is based on the fact that the Company does not have access to the capital raised for the full
six months’ distribution period, although new Unitholders are entitled to share in the distributable income
generated over the full distribution period.
Not distributing the Antecedent Interest Distribution will result in existing Unitholders being diluted, due to the
payment of interest based on a greater number of Linked Units in issue, without having had the benefit of the
cash flow from the new issues of Linked Units (or the risks and rewards of ownership of any investment property
purchased with the issue of new Linked Units) in the financial period to which the interest relates.
In order not to dilute existing Unitholder earnings, the Issue Price of new Linked Units issued includes an
antecedent interest element. The antecedent interest element compensates the Company for the interest
distributions paid at the end of a distribution period (six months) to both existing- and new Unitholders.
The antecedent interest element included in the Issue Price is therefore effectively the refunding of a prepaid
portion by way of an interest distribution to Unitholders at the end of the distribution period in which the capital is
raised.
Page 18
2.7. NSX Listing
The NSX has approved the listings of:
• the Letters of Allocation, NSX code: ORYN and ISIN: NA000A3CMFV5 in respect of all of the 32,698,877
Rights Issue Units with effect from the commencement of trade on Friday, 30 June 2023 to the close of
trade at 17:00 on Friday, 07 July 2023, both days inclusive; and
• 32,698,877 Rights Issue Units with effect from the commencement of trade on Friday, 14 July 2023.
2.8. Details regarding the Letters of Allocation
2.8.1. Acceptance
Full details of the procedure for acceptance of the Rights Issue by Qualifying Unitholders are contained
in the Form of Instruction. Qualifying Unitholders and/or their renouncees who wish to exercise all or
some of their Rights as set out in the Form of Instruction, must complete the Form of Instruction in
accordance with the instructions contained therein and lodge it, together with payment of the aggregate
Rights Issue Price payable in respect of the Rights Issue Units for which they intend to subscribe, with
Transfer Secretaries at the address set out in the “Corporate Information and Advisors” section of this
Circular on page 2, so as to be received by Transfer Secretaries by no later than 12:00 on Friday, 14
July 2023. It should be noted that:
• acceptances are irrevocable and may not be withdrawn;
• acceptances may only be made by means of the Letters of Allocation issued and provided
[herewith] by the Transfer Secretaries;
• any payment received will constitute an irrevocable acceptance of the Rights Issue upon the
terms and conditions set out in this Circular and in the Letter of Allocation once the electronic
transfer has been cleared for payment;
• the properly completed Letters of Allocation and proof of electronic funds transfer in payment of
the Rights Issue Price for the relevant Rights Issue Units must be received by the Transfer
Secretaries at the address set out in the “Corporate Information and Advisors” section of this
Circular on page 2, by no later than 12:00 on Friday, 14 July 2023. All acceptances of the Rights
Issue sent by post or courier by the Qualifying Unitholders will be accepted, provided the envelope
is received no later than 12:00 on Friday, 14 July 2023;
• the Letter of Allocation to take up the Rights in question will be regarded as complete only when
the electronic transfer has been cleared for payment;
• if payment is not cleared on or before 12:00 on Friday, 14 July 2023, the Qualifying Unitholder or
renouncee concerned will be deemed to have declined its Rights and the right to subscribe for
the relevant number of Rights Issue Units in terms of the Form of Instruction and it will lapse
regardless of who holds it; and
• if a Qualifying Unitholder does nothing in response to this Rights Issue, such Qualifying
Unitholder’s Rights will lapse. Incomplete applications will be deemed void and the Rights in
respect thereof will automatically lapse. An application is not complete until payment has been
received and cleared. Neither Oryx or Transfer Secretaries shall be under any obligation
whatsoever to inform any Qualifying Unitholder or its renouncee of any deficiency in any
application and shall not be liable for any damage suffered as a result thereof.
Electronic Bank Transfers (EFT) must be done to the banking details as disclosed on the Form of
Instruction. Forms of Instruction and proof of EFT payment may be e-mailed to This email address is being protected from spambots. You need JavaScript enabled to view it..
Kindly note that this is for subscription of the Rights only and is not for selling of the Rights.
Page 19
Qualifying Unitholders are advised to take into consideration postal delivery times when posting their
Forms of Instruction, as no late postal deliveries will be accepted. Qualifying Unitholders are advised to
deliver their completed Forms of Instruction together with payment to Transfer Secretaries by hand or
by courier, or alternatively email the completed Form of Instruction together with proof of payment.
2.8.2. Renunciation
Qualifying Unitholders who do not wish to exercise all or some of the Rights allocated to them as
reflected in their Form of Instruction, may either dispose of or renounce all or some of their Letters of
Allocation as follows:
• Qualifying Unitholders who wish to sell all or some of their Letters of Allocation, must complete
Form “A” in their Form of Instruction and forward it to their Broker as soon as possible to allow
for the trading thereof on the NSX.
• Trading in Letters of Allocation on the NSX will commence at 09:00 on Friday, 30 June 2023.
Letters of Allocation will cease trading at 17:00 on Friday, 07 July 2023, whereafter the
register for the Letters of Allocations will be finalised and all persons who are entitled to
participate in the Rights Issue will be recorded.
• Their Broker will endeavour to procure the sale of Letters of Allocation on behalf of such
Qualifying Unitholders and will remit the net proceeds of the sale in accordance with the
instructions set out in the Forms of Instruction.
• In this regard, neither the Transfer Secretaries, nor the Broker effecting the sale nor Oryx
will have any obligation or be responsible for any loss or damage whatsoever in relation to
or arising from the timing of such sales, the price obtained, or the failure to dispose of such
Letters of Allocation.
• All Forms of Instruction must be completed and returned to Transfer Secretaries by no later
than 12:00 on Friday, 14 July 2023.
• Qualifying Unitholders who wish to renounce all or some of their Letters of Allocation in favour
of any named renouncee, must complete Form “B” in their Form of Instruction, and the
renouncee must complete Form “C” in their Form of Instruction and return it to the Transfer
Secretaries, so as to be received by no later than 12:00 on Friday, 14 July 2023, together with
payment in the manner prescribed in paragraph 2.8.3 of this Circular of the aggregate Rights
Issue Price payable in respect of the Rights Issue Units to be subscribed for.
Qualifying Unitholders wishing to sell or renounce all or some of their Letters of Allocation will be liable
to pay brokerage charges and associated expenses.
2.8.3. Payment
All Qualifying Unitholders or their renouncees who are holders of Letters of Allocation as at 17:00 on
Friday, 07 July 2023 shall be entitled to partake in the Rights Issue.
The amount due on acceptance of the Rights Issue is payable in Namibia Dollars.
Proof of electronic payment for the amount due, together with a duly completed and signed Letter of
Allocation, must be lodged by Qualifying Unitholders seeking to take up their Rights by no later than
12:00 on Friday, 14 July 2023, in accordance with the instructions contained in the Letter of Allocation
and clearly marked with the reference as shown in the Letter of Allocation.
By hand to: Transfer Secretaries (Proprietary) Limited
4 Robert Mugabe Avenue
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Windhoek
Or sent by post or courier, at the risk of the Qualifying Unitholder concerned to:
Transfer Secretaries (Proprietary) Limited
PO Box 2401
Windhoek
Or by e-mail, at the risk of the Qualifying Unitholder concerned, followed by the delivery of the
original documentation to:
e-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.
Transfer Secretaries (Proprietary) Limited
4 Robert Mugabe Avenue,
Windhoek
All payments for the allocation of Rights are to be made into the following account:
Bank: Bank Windhoek Limited
Account name: Oryx Properties Limited – Rights Issue
Branch: Maerua Mall
Branch code: 483 872
Account number: 800 371 9421
Account type: Cheque
Reference number: As shown on letter of allocation
In the event that any payment is dishonoured, Oryx, in its sole discretion, may treat the relevant payment
as void or may tender delivery of the relevant Rights Issue Units to which it relates against payment in
cash of the Rights Issue Price for such Rights Issue Units.
Money received in respect of an application which is rejected or otherwise treated as void by Oryx, or
which is otherwise not validly received in accordance with the terms stipulated in this paragraph, will be
refunded and paid in Namibian currency to the applicant concerned by Monday, 31 July 2023, at the
applicant’s own risk, by electronic funds transfer. No interest will be paid on any money received in
respect of an application or otherwise.
2.8.4. Lapsing of Rights
Qualifying Unitholders that do not take up their Rights will continue to own the same number of Linked
Units, but their percentage holding in Oryx will be diluted. Rights not exercised will be deemed to
have been declined and will lapse and the relevant Qualifying Unitholder shall not receive any
economic benefit in respect of such lapsed Rights.
2.8.5. Documents of title
New certificates will be issued to Qualifying Unitholders (or their renouncees) in respect of those Rights
Issue Units for which they have validly subscribed.
New certificates can be collected from Transfer Secretaries or, upon request, will be posted to Qualifying
Unitholders (or their renouncees), by post, at their risk, on or about Tuesday, 01 August 2023.
2.8.6. Exchange controls as agreed to by the Bank of Namibia
The following summary is intended as a guide and is therefore not comprehensive. Qualifying
Unitholders who are in any doubt as to the appropriate course of action to take should consult their
professional advisors.
The Rights Issue Units to be issued pursuant to the Rights Issue are not freely transferable from Namibia
Page 21
and must be dealt with in terms of the Namibian Exchange Control Regulations.
Qualifying Unitholders, who are non-residents, should obtain advice as to whether any governmental
and/or other legal consent is required and/or whether any other formality must be observed to follow
their Rights in terms of the Rights Issue.
Non-residents of the common monetary area
In terms of the Exchange Control Regulations of Namibia and upon specific approval being obtained
from the Bank of Namibia, non-residents, excluding former residents, of the Common Monetary Area
will be allowed to:
• trade Letters of Allocation on the NSX;
• take up Rights allocated to them in terms of the Rights Issue;
• subscribe for the Rights Issue Units in terms of the Rights Issue, provided payment is received in
Namibia Dollars from a non-resident account; and
• Certificates issued pursuant to the application by non-residents must be endorsed “non-resident”.
A “non-resident” endorsement will be applied to Letters of Allocation issued to non-resident Qualifying
Unitholders.
All applications by non-residents for the above purposes must be made through a Namibian authorised
dealer.
2.9. Salient features of Oryx as a Loan Stock Company
Property loan stock (“PLS”) companies listed on the NSX are different from real estate investment trust (“REITS”)
companies listed on the JSE. One of the major differences is that PLS distributions are still deemed interest in
Namibia, while REIT distributions on the JSE are characterised as a dividend.
• Interest distributions from PLS on the NSX could therefore be viewed as taxable income and is usually not
exposed to any dividend withholding tax unless Oryx distributes part dividend and part interest. Interest
distributions to non-resident unit holders are, however, usually subject to a 10% withholding tax.
• Distributions from REITS on the JSE are usually exempt from income tax but might be exposed to dividend
withholding tax.
DISCLAIMER: The above is not intended as tax advice and the tax consequences will vary depending on the
personal circumstances of each Unitholder. If you are in any doubt as to the tax implications, please consult your
Broker, accountant, banker, attorney, accountant or other professional adviser immediately.
3. LINKED UNITS
Ordinary Shares are classified as equity. Each ordinary Share is linked to a Debenture, together comprising a
Linked Unit.
At the Last Practicable Date, there were 87,378,835 Linked Units in issue, each comprising one ordinary Share
of 1 cent and one unsecured variable rate Debenture of 449 cents.
Debentures in issue are unsecured and bear interest at a variable rate. The Debenture premium is separately
disclosed and is recognised as the proceeds net of nominal value of the Debenture, antecedent interest and
transaction costs of issue. Debenture premium is amortised on a straight-line basis over the minimum contractual
term of the debt instrument, namely the remaining portion from December 2002. An amendment to the Debenture
Page 22
Trust Deed was approved during the 2022 financial year where the 25 years were extended for a further 25 years
which will therefore mature in December 2052.
3.1. Share Capital
As at the Last Practicable Date, the share capital of the Company comprised of:
30 June 2022
N$ ‘000
Authorised share capital:
200,000,000 ordinary Shares with a par value of N$ 0.01 each 2,000
1,000 Class A variable rate redeemable preference shares of N$1.00 each 1
1,000 Class B variable rate redeemable preference shares of N$1.00 each 1
1,000 Class C variable rate redeemable preference shares of N$1.00 each 1
1,000 Class D variable rate redeemable preference shares of N$1.00 each 1
1,000 Class E variable rate redeemable preference shares of N$1.00 each 1
1,000 Class F variable rate redeemable preference shares of N$1.00 each 1
Issued share capital:
87,378,835 ordinary shares of with a par value of N$ 0.01 each 871
3.2. Debentures
As at the Last Practicable Date, the Debentures issued by the Company comprised of:
30 June 2022
N$ ‘000
Issued Debentures:
87,378,835 unsecured variable rate debentures at N$ 4.49 each1 391,061
Debenture premium 252,560
In terms of the Debenture Trust Deed, the minimum interest distribution pay-out ratio was decreased to 75%
which will return to 90% from the 2025 financial year. In terms of the Debenture Trust Deed, the interest
entitlement on each debenture is based on the pay-out percentage of the IFRS profit / (loss) for the year of the
Company, adjusted for:
• Debenture interest;
• Depreciation / amortisation;
• Straight-line adjustments;
• Any fair value adjustments;
• Profit / loss on sale of investment property and investments;
• Any exchange gains / losses due to translation from a foreign currency;
• Income received from associate other than by way of dividends; and
with all capital items noted above being transferred to any non-distributable reserve.
Debenture premium is amortised on a straight-line basis over the minimum contractual term of the investment,
namely the remaining portion from December 2002. The Debentures’ redeemable date was extended with an
additional 25 years which will therefore mature on 2 November 2052.
3.3. Treasury Linked Units
1
The issued and weighted average number of Linked Units are reduced by the treasury linked units. See paragraph 3.3 for further explanation of
treasury linked units.
Page 23
Executive employees and selected senior management participate in the Long-Term Incentive scheme (“LTI”).
The LTI scheme is based on the allocation of Oryx Linked Units, to be held in an executive and senior
management share trust. Linked Units are allocated annually based on specific performance criteria.
Linked Units in Oryx held by Oryx Long Term Share Incentive Trust (“Trust”) are held for employee participants
in the executive incentive scheme and classified as treasury Linked Units. The book value of these Linked Units,
together with related transaction costs, is deducted from equity, but disclosed separately in the statement of
changes in equity. The issued and weighted average number of Linked Units are reduced by the treasury Linked
Units for the purposes of the basic and headline earnings per Linked Unit calculations.
As at the Last Practicable Date, the Treasury Linked Units issued by the Company comprised of:
30 June 2022
N$ ‘000
282,761 Treasury Linked Units 2,262
The Remuneration and Nomination Committee concluded and awarded Linked Units to the value of N$2,415,917
(2021: N$ nil) to the executive team during 2022, which was based on the 2022 financial results and performance
of Oryx based on KPIs of internal and external factors. 210,812 (2021: 26,449) Debentures were acquired during
the year at N$10.98 per share and will be held in the Trust until it vests after a three (3)-year period. The portion
of the Debenture premium eliminated upon purchase of the treasury Linked Units is determined based on the
remaining Debenture premium at time of purchase divided by the total number of Linked Units in issue. The total
number of units held at year end amounted to 282,761 (2021: 71,949).
3.4. Subsequent Events
There were no events subsequent to the Last Practicable Date.
4. BOARD
4.1. Composition
The Board of Directors comprise of the following individuals as at the Last Practical Date:
Vetumbuavi Mungunda (49)
Independent non-executive Chairperson
Namibian
BCom, HDipAcc, CA(Nam), CA(SA), AMP (Harvard)
Appointed to the Board in 2021
COMMITTEES: Remuneration and Nomination Committee and the Investment Committee
CAREER: Vetumbuavi has 25 years’ experience in the banking and accounting sectors. More recently, he was
the Chief Executive of Standard Bank Namibia, a position he held for seven years, and prior to that the Managing
and Regional Managing Partner for Deloitte. He currently serves as a director on the following boards:
Schoemans Investments, Namibia Investments Promotion and Development Board (NIPDB), Bank Windhoek and
Namibia Breweries. Vetumbuavi is the Founder of Ombu Capital.
Ally Angula (42)
Independent non-executive Deputy Chairperson
Namibian
B. Acc, B.Com (Hons)
Page 24
Appointed to the Board in 2013
COMMITTEES: Risk, Audit and Compliance Committee (Chairperson)
CAREER: Ally, an Accountant by profession, served previously as an assurance partner at KPMG. She served
as a council member of the Institute of Chartered Accountants in Namibia, board member of Old Mutual, Rössing
Uranium Limited, Namibia Postal and Telecommunications Holdings, Namcor and the Bank of Namibia. She is
the managing director of Leap Holdings and serves as a non-executive director at Pupkewitz Holdings and Nabo
Capital Limited, a Kenya-based asset manager.
Jenny Comalie (48)
Independent non-executive
Namibian
B. Com, BCompt (Hons), CA (Nam)
Appointed to the Board in 2012
COMMITTEES: Risk, Audit and Compliance Committee and the Remuneration and Nomination Committee
(Chairperson)
CAREER: Jenny has 26 years of experience in executive and non-executive roles in the private and public sector.
She has worked for large corporates in financial services and manufacturing. She has also worked for state-
owned enterprises and gained extensive knowledge in strategy formulation and execution. She is a director on
the board of Momentum Collective Investments Namibia, Momentum Asset Management Namibia and Namcor.
She currently works as the Strategic Executive: Finance and Customer Service at the City of Windhoek.
Ben Jooste (43)
CEO and Executive Director
Namibian
MBA
Appointed to the Board in 2018
COMMITTEES: Standing invitations to the Risk, Audit and Compliance Committee, Remuneration and
Nomination Committee as well as the Investment Committee meetings
CAREER: Ben has 25 years’ experience in the property, financial, legal and technology industries. Previously the
head of Rest of Africa at Hitachi Data Systems, managing mergers and acquisitions at Hitachi, Bank of America
and Merrill Lynch. Managing consultant delivering projects for Barclays, ABN Amro, RBS, Abbey National and
Dresdner Kleinwort Benson across Europe, the Middle East and Africa.
Francis Heunis (33)
CFO and Executive Director
Namibian
BCom (Hons), CA(Nam) Professional Accountant (Nam), MBA
Appointed to the Board in 2021
COMMITTEES: Standing invitations to the Risk, Audit and Compliance Committee, Remuneration and
Nomination Committee as well as the Investment Committee meetings
Page 25
CAREER: Francis has experience in financial management, financial system implementations, corporate tax and
risk management. Prior to her promotion to CFO, Francis was the Finance Manager at Oryx since 2018. Before
her tenure at Oryx, she was a Senior Manager at PwC.
Roswitha Gomachas (41)
Independent non-executive
Namibian
LLB, LLM (International Trade, Business and Investment Law) (Cum Laude)
Appointed to the Board in 2019
COMMITTEES: None
CAREER: Roswitha has experience in legal advisory, research, and consultancy services and 16 years of
experience in the legal environment. She is currently a Deputy Chief Legal Advisor at the Office of the Attorney-
General. She serves as a member of the Board of Trustees, the Chairperson of the Legal, Governance and
Compliance Committee at GIPF.
Marius Muller (52)
Independent non-executive
South African
BSc (Qs), MBA, CD (SA), FRICS
Appointed to the Board in 2021
COMMITTEES: Investment Committee (Chairperson); Risk, Audit and Compliance Committee
CAREER: Marius is the Managing Director and Co-founder of SoHo Properties. He has 29 years’ property
experience and has held roles at JSE-listed companies, Resilient Pangbourne, Diversified and Monyetla including
being the Managing Director of iFour Properties and the CEO of Texton Property Fund. He also served as CEO
of Pareto which is an unlisted super regional mall dominant fund. Marius serves as a non-executive Director of
Safari Investments, a JSE-listed REIT and previously served on the Boards of property sector bodies such as
South African Property Owners Association, the South African Council of Shopping Centres and the Green
Building Council of South Africa.
4.2. Directors’ interests in securities
The direct and indirect interests of the Directors and their associates in the Linked Units of Oryx as at 31
December 2022, are set out below:
Director Direct beneficial Indirect beneficial Total
Linked % Linked % Linked %
Units units units
Oryx Long Term Share Incentive Trust 434,386 0.497 - - 434,386 0.497
B Jooste 152,648 0.175 - - 152,648 0.175
Total 587,034 0,672 - - 587,034 0,672
The Oryx Long Term Share Incentive Trust’s beneficiaries include senior Oryx employees. At reporting date,
senior employees did not qualify for share allocations and therefore these employees were not listed as indirect
beneficiaries.
Page 26
4.3. Directors’ interests in transactions
As at the date of publication of this Circular, Oryx was not aware of any of its Directors having an interest in the
acquisition of the Dunes Mall, other than the Rights allocated to them as Unitholders shown in paragraph 4.2 of
this Circular.
4.4. Directors’ remuneration
The remuneration payable to Oryx's directors will not change as a result of the Rights Issue.
5. PROSPECTS
Oryx is a PLS company listed in the ‘Financial Real Estate’ sector on the NSX. Oryx owns a premier-quality retail,
industrial, office and residential real estate portfolio, which generates and offers investors a dependable,
sustainable and growing income stream.
A 2025 strategy was defined to ensure that Oryx broaden its geographic, asset and tenant spread and progress
from mainly a property management company to a combination of property and asset management. The 2025
strategy aims to reposition the portfolio to exit high-risk sectors and investigate new alternative sectors.
The strategy brings the long-term growth strategy forward by a year in response to managing inflation risks, rising
interest rates, and positive economic changes and opportunities.
Furthermore, the 2025 strategy intends to change Oryx’s corporate profile from a geographically diversified
portfolio perspective and to reduce concentration risks on Maerua Mall.
Over the medium-term Oryx is focused to increase the diversification of its existing portfolio through income
enhancing acquisitions and developments in the Namibian market, with more focus on non-retail assets.
As part of the redefinition of the Oryx business strategy, the purpose was refined to “expanding Namibia’s
economy through sustainable property investments” and have set the goal of growing Oryx’ asset portfolio to
N$4.5 billion by 2025.
Oryx’ investment strategy will continue to benchmark returns against measurable metrices that include distribution
growth per linked unit and net asset value growth that ultimately translates into enhanced yield and capital growth.
Oryx’ investment strategy is anchored around sound property principles to ensure the quality of the portfolio whilst
focusing on distribution growth and yield.
Oryx intends to utilise the Rights Issue proceeds as follow:
USE OF PROCEEDS AMOUNT NET YIELD DEPENDENT DATE OF 1ST INCOME
DUNES MALL (INCLUDING N$ 632.7 million 9.5% Self 1 August 2023
ACQUISITION COSTS)
TOTAL N$ 632.7 MILLION 9.5%
Source: Oryx
5.1. Dunes Mall
The acquisition of Dunes Mall fits well within Oryx’s strategy, with a focus on geographically diversifying the
portfolio and de-risking Oryx’ over-dependence on Maerua Mall.
The Dunes Mall is a premier retail asset located in Walvis Bay in the Erongo Region within Namibia. Total gross
lettable area amounts to 32,438m² with anchor tenants including Checkers, Pick ‘n Pay, Game and Woolworths.
Oryx has explored the offering over the last few years and believes that the yield on the current proposed purchase
price makes the investment attractive and may provide further opportunities down the line as the coastal market
improves.
Total capital required - N$ 632.7 million
Initial Estimated Net Yield on capital excluding land value - 9.5%
Page 27
6. ESTIMATED COSTS OF RIGHTS ISSUE
It is estimated that Oryx’ expenses relating to the Rights Issue will amount to approximately N$4,473,279. The expenses
(excluding VAT, if applicable) relating to the Rights Issue are detailed below:
Nature of expense Paid/payable to N$
Legal Fees Attorneys 28,990
Audit Fees Deloitte 131,000
Transfer Secretary Fees Transfer Secretaries 86,526
Sponsor and Raising Fees IJG 1,328,719
NSX Capital Raising Fee NSX 369,867
NSX Rights Issue Application Fee NSX 30,000
Stamp Duties for Rights Issue Receiver of Revenue 759,268
Travel and Accommodation Creditors 56,500
Printing and Postage John Meinert Printers representing a 9.5% first year yield;
- N$8,250,000 for an adjacent piece of land with development potential complimenting the offering at the Dunes
Mall;
- N$22,850,000 in additional consideration contingent upon the filling of vacancies by the seller within a
timeframe of three (3) years post-closing date, the additional consideration will result in a 13.6% yield on the
additional consideration only.
8.1.4. Financial impact
The following debt financing terms for the Dunes Mall acquisition have been reached with RMB:
- Amount: N$500 million (N$100 million existing RMB debt plus N$400 million new debt for the Dunes
Mall)
- Instrument: Senior Preference Share Facility
- Interest rate: 3 months JIBAR + 1.39% margin
- Term: 4 years
Earlier within this document, the funding aspect of the acquisition is covered in more detail.
Page 29
8.1.5. Management of the Dunes Mall
Since 100% of the shares in Dunes Mall will be acquired, the management function will fall under the same ambit
as the existing Oryx subsidiary companies. Below displays the structure:
Source: Oryx
9. RESPONSIBILITY STATEMENT
9.1. The Board of Directors, as stipulated on page 11 of this Circular, collectively and individually accept full
responsibility for the accuracy of the information furnished relating to Oryx and certify that, to the best of their
knowledge and belief, there are no facts that have been omitted which would make any statement false or
misleading, and that all reasonable enquiries to ascertain such facts have been made, and that this Circular
contains all information required by law and the Listing Requirements.
10. LITIGATION STATEMENT
10.1. There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened) of
which Oryx is aware, which may have or have, over the previous 12 (twelve) months, had a material effect on the
financial position of Oryx.
11. EXPERT’S CONSENTS
11.1. Each of the advisors, whose names appear on cover of this Circular, have given and have not, prior to issue of
this Circular, withdrawn their written consents to the inclusion of their names, and acting in the capacities stated
and, where applicable, to their reports being included in this Circular.
12. DOCUMENTS AVAILABLE FOR INSPECTION
The following documents, or copies thereof, will be available for inspection on our website at https://oryxprop.com/ or at
the office of the Company, at Second Floor, Maerua Mall Office Tower, c/o Robert Mugabe Avenue and Jan Jonker
Road, Windhoek, Namibia, during normal business hours from Friday, 26 May 2023:
1. The Memorandum of Incorporation and Articles of Association of Oryx;
2. The Debenture Trust Deed in terms whereof the Oryx Debentures are issued;
3. Written consents from each of the advisors referred to in paragraph 11 above;
4. Annexure A: Market Value of Securities;
5. Annexure B: Consolidated Pro Forma Financial information;
6. Annexure C: Independent Reporting Accountant’s Assurance Report on the compilation of Pro Forma
Financial Information included in a circular;
7. Annexure D: Forecast Financial effect on the 31 March 2023 Consolidated Statement of Financial Position;
8. A copy of this Circular; and
Page 30
9. Annual Reports for the three years ended 30 June 2022.
13. DIRECTORS’ RECOMMENDATION
The directors who hold Oryx units as set out in paragraph 4.2 of this Circular intend to take up their direct Rights in the
proposed Rights Issue.
By order of the Board
ORYX PROPERTIES LIMITED
26 May 2023
Page 31
ANNEXURE A: MARKET VALUE OF SECURITIES TRADED
Period High Low Close Volume Value
(cents) (cents) (cents) (cents)
Quarterly
2020
March 2,024 1,848 1,848 292,201 540,417,438
June 1,848 1,749 1,749 12,588 22,051,062
September 1,749 1,708 1,708 61,997 106,025,900
December 1,708 1,275 1,400 573,820 921,482,191
2021
March 1,400 1,200 1,200 1,262,145 1,601,757,165
June 1,250 1,000 1,146 325,405 377,836,576
September 1,146 1,139 1,139 14,315 16,367,202
December 1,139 899 899 608,140 629,726,021
Monthly
2022
January 900 825 856 44,735 38,282,296
February 1,000 855 1,000 95,000 87,070,000
March 1,021 1,000 1,020 65,963 66,708,120
April 1,021 1,020 1,021 278,422 284,251,377
May 1,025 1,021 1,025 70,743 72,431,642
June 1,026 1,025 1,026 133,613 137,096,855
July 1,027 1,025 1,025 29,890 30,648,160
August 1,026 1,025 1,026 62,682 64,283,777
September 1,027 1,026 1,026 357,888 367,540,491
October 1,026 1,026 1,026 114,911 117,898,686
November 1,026 1,024 1,024 486,649 499,031,165
December 1,030 1,024 1,030 236,576 242,258,624
Monthly
2023
January 1,150 1,030 1,143 97,891 112,375,059
February 1,140 1,138 1,138 29,073 33,098,054
Page 32
March 1,150 1,138 1,149 30,324 3,484,151,600
Daily
2023
03- April 1,149 1,149 1,149 - -
04- April 1,149 1,149 1,149 - -
05- April 1,149 1,149 1,149 - -
06- April 1,149 1,149 1,149 - -
11- April 1,150 1,150 1,150 59,581 68,518,150
12- April 1,150 1,150 1,150 - -
14- April 1,150 1,150 1,150 - -
17- April 1,150 1,150 1,150 3,175 3,651,250
18- April 1,150 1,150 1,150 - -
19- April 1,150 1,150 1,150 - -
20- April 1,200 1,200 1,200 2,500 3,000,000
21- April 1,200 1,200 1,200 - -
24- April 1,200 1,200 1,200 - -
25- April 1,200 1,200 1,200 - -
26- April 1,200 1,200 1,200 - -
28- April 1,199 1,199 1,199 50,000 59,950,000
02- May 1,199 1,199 1,199 - -
03- May 1,199 1,199 1,199 - -
04- May 1,199 1,199 1,199 - -
05- May 1,199 1,199 1,199 - -
08- May 1,199 1,199 1,199 333 399,267
09- May 1,199 1,199 1,199 500 599,500
10- May 1,199 1,199 1,199 - -
11- May 1,199 1,199 1,199 - -
12- May 1,199 1,199 1,199 - -
15- May 1,198 1,198 1,198 110,433 132,298,734
16- May 1,199 1,199 1,199 1,000 11,990,000
Source: NSX
Page 33
ANNEXURE B: CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
BASIS OF PREPARATION
The Pro Forma Statement of Financial Position of Oryx as at 30 June 2022 has been prepared, based on the assumption
that the rights offer had taken place on 30 June 2022 and the Pro Forma Pro-forma Statement of Comprehensive Income
of Oryx has been prepared based on the assumption that the rights offer had taken place on 1 July 2021 (collectively
“the Pro Forma Financial Information”).
The Pro Forma Financial Information has been prepared for illustrative purposes only and because of its nature may
not fairly present Oryx’s financial position and changes in equity, financial performance or cash flows after the rights
offer.
The Pro Forma Financial Information of Oryx has been prepared using the accounting policies of Oryx that comply with
IFRS and that are consistent with those set out in the annual financial statements for the year ended 30 June 2022.
The Pro Forma Financial Information of Oryx has been prepared in accordance with the NSX Listing Requirements and
the South African Institute of Chartered Accountants Guide on Pro Forma Financial Information (revised and issued in
September 2014). The Directors of the Oryx are responsible for the compilation, contents and preparation of the pro
forma financial information. Their responsibility includes determining that the Pro Forma Financial Information has been
properly compiled on the basis stated, and that the Pro Forma adjustments are appropriate for the purposes of the Pro
Forma Financial Information disclosed pursuant to the NSX Listings Requirements.
The Independent Reporting Accountants’ report on the Pro Forma Financial Information of Oryx is set out in Annexure
C to this Circular.
Page 34
CONSOLIDATED PRO-FORMA STATEMENT OF COMPREHENSIVE INCOME OF ORYX FOR THE YEAR ENDED
30 JUNE 2022 ADJUSTED FOR SUBSEQUENT MATERIAL TRANSACTIONS AND THE RIGHTS ISSUE:
Column 1 Column 2 Column 3
Pro forma Pro forma
Audited
adjustment for the adjustment
Statement of
Dunes Mall Statement of
Comprehensiv
acquisition and Comprehensive
e Income
Rights issue Income
N$'000 N$'000 N$'000
Revenue 355,886 102,302 458,188
Rental - cash flows inherent in leases 2.2 335,408 102,302 437,710
Rental - straight line basis adjustment 20,478 - 20,478
Property expense 2.3 (113,661) (34,391) (148,052)
Net rental income 242,225 67,911 310,136
Share of profit from associate after
18,398 18,398
tax
Exchange differences on foreign loan 1,208 - 1,208
Investment income 100 - 100
Dividends received 751 - 751
Amortisation of debenture premium 2.4 21,413 7,205 28,618
Changes in fair value of derivative
29,045 - 29,045
instruments
Changes in fair value of listed
(21) - (21)
investment
Changes in fair value of investment
26,345 - 26,345
property
As per valuations 46,823 - 46,823
Straight line basis adjustment (20,478) - (20,478)
Other expenses 2.5 (34,154) (3,616) (37,770)
Operating profit before finance
305,310 71,500 376,810
costs and debenture interest
Less: Finance costs 2.6 (85,421) (19,679) (105,100)
Operating profit before debenture
219,889 51,821 271,710
interest
Less: Debenture interest 2.7 (88,721) (33,462) (122,183)
Profit before taxation 131,168 18,359 149,527
Less: Taxation 2.8 (26,116) (10,432) (36,548)
Profit for the period 105,052 7,927 112,979
Other comprehensive income 804 - 804
Total comprehensive income for
105,856 7,927 113,783
the period
Weighted number of units in issue 87,163,072 32,698,877 119,861,949
Notes and assumptions on pro forma statement of comprehensive income:
1. Column 1 presents the Consolidated Statement of Comprehensive Income of Oryx, which has been extracted
from the integrated annual report dated 30 June 2022. The annual report is available for inspection at the
Registered Office of Oryx as disclosed in paragraph 12 of the Circular, as well as the website
www.oryxprop.com/investors/.
2. Column 2 presents the financial effects of the Dunes Mall acquisition for a full financial year, based on
management's election to account for the transaction as an asset acquisition as allowed by IFRS3: Business
Combinations after applying the concentration test required by IFRS3.
Page 35
2.1. For salient terms of the acquisition, kindly refer to paragraph 8.1.3 of the Circular.
2.2. The rental income was calculated based on the annualised February 2023 rent roll and amounts to
N$102,302,000 per annum.
2.3. Property expenses have been obtained from the 2022 Dunes Mall financial statements, adjusted by February
2023 inflation of 7.2% and amounts to N$34,391,000 per annum. Expected credit losses has been reclassified
from Property expenses to Other expenses which is consistent with the Oryx 2022 financial statement
disclosures. The Dunes Mall marketing fees have been adjusted downward by N$863,000 to align to the Oryx
average historical marketing expenses as a percentage of rental income of 0.45%.
2.4. The amortisation charge per annum, calculated over the remaining portion of the 30 years, which commenced
July 2021 resulting from the Rights Issue has been estimated at N$7,205,000.
2.5. Other expenses have been estimated at N$3,616,000 per annum. The basis for other expense has been
obtained from the 2022 Dunes Mall financial statements and adjusted for management fees and executive
remunerations which aren’t charged by Oryx. Other expenses include expect credit losses which has been
reclassified from property expenses to align with the Oryx 2022 financial statement disclosures. Also included
in other expenses is a bonus provision of N$1,205,000 in line with the Oryx remuneration policy that provides
for bonuses at 2.5% of total distributable income. Other expense has been adjusted by 7.2% inflation.
2.6. The finance cost was calculated using 3M JIBAR plus 1.39% interest rate which is the rate applicable to the
N$500 million facility. The preference share liability required for 40% funding of the acquisition is N$262.9
million, however Oryx intends to take up an additional N$237 million to settle existing facilities (Refer to note
2.2.5 for more detail). By applying the February 2023 3M JIBAR rate of 7.45% + 1.39%, the total interest rate
used to determine the finance cost is 8.84%. Total interest is estimated at N$44.2 million. The financing cost
has been decreased by N$24.6 million, which represents the finance cost owed on the N$237 million that is
presumed to have been settled at the beginning of the financial year under review in the proformas. The finance
cost also includes N$159,950 related to a bank guarantee in the amount of N$22,850,000 in favour of the seller.
2.7. The operating profit before debenture interest earned on the property is correspondingly deemed to be available
for distribution and in this calculation, 75% of operating profit before debenture interest is distributed to
Unitholders in accordance with the approved lower distributable income of 75% which is in place until 2024.
After this period, distributions will revert to the 90% minimum requirement as per the Debenture Trust Deed.
2.8. The tax effect on Oryx for the purchase of the Dunes Mall is estimated to be N$10,432,000 in annual income
tax expense. The tax liability is brought on by the intercompany interest receivable on the intercompany loan to
the Dunes Mall estimated to be N$384.9 million, the interest savings on the current facilities (see note 2.6), and
the interest deduction on the interest on distributions. As of 30 June 2022, Dunes' Mall has N$348.5 million in
available assessed tax losses, therefore it is unlikely for the entity to be in a taxable position in the foreseeable
future and any tax impacts to the Dunes Mall were therefore not shown in the Proformas in accordance with
IFRS. The significant tax loss acquired with the transaction ensures for the implementation of efficient financial
structures.
3. Column 3 presents the total of column 1 and column 2.
Page 36
CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF ORYX AS AT 30 JUNE 2022
REFLECTING THE EFFECTS OF THE DUNES MALL ACQUISITION AND RIGHTS ISSUE:
Column 1 Column 2 Column 3
Pro forma Pro forma
Audited
adjustment for adjustment
Statement of
the Dunes Mall Statement of
Comprehensive
acquisition and Comprehensiv
Notes Income
Rights issue e Income
N$'000 N$'000 N$'000
ASSETS
Non-current assets
Investment properties 2,763,340 632,723 3,396,063
At valuation 2.1 2,839,545 632,723 3,472,268
Straight line basis adjustment (76,205) - (76,205)
Investment in Associate 290,111 - 290,111
Property and equipment 3 888 406 1,294
Deferred expenditure 3 6,641 164 6,805
Rental receivable - straight line basis
71,724 - 71,724
adjustment
Derivative asset 15,104 - 15,104
3,147,808 633,293 3,781,101
Current assets
Trade and other receivables 28,117 11,285 39,402
Trade and other receivables 3 23,636 11,285 34,921
Rental receivable – straight line basis
4,481 - 4,481
adjustment
Taxation receivable 2,461 - 2,461
Deferred expenditure 2,868 - 2,868
Derivative asset 2,862 - 2,862
Dividends receivable 3,955 - 3,955
Cash and cash equivalents 3 18,127 4,948 23,075
58,390 16,233 74,623
Non-current assets held for sale
Investment property held for sale 70,000 - 70,000
TOTAL ASSETS 3,276,198 649,526 3,925,724
EQUITY AND LIABILITIES
Capital and reserves 2.5 1,281,698 327 1,282,025
Non-current liabilities
Debentures 2.5 391,061 146,818 537,879
Debenture premium 2.5 252,560 216,140 468,700
Interest bearing borrowings 2.3 947,352 262,927 1,210,279
Deferred taxation 57,817 - 57,817
1,648,790 625,885 2,274,675
Current liabilities
Trade and other payables 3 42,691 23,314 66,005
Deferred income 1,381 - 1,381
Derivative liability 1,896 - 1,896
Interest bearing borrowings 174,106 - 174,106
Linked unitholders for distribution 50,636 - 50,636
270,710 23,314 294,024
Page 37
Liabilities directly associated with non-
75,000 - 75,000
current assets classified as held for sale
Non-current liabilities held for sale 75,000 - 75,000
75,000 - 75,000
345,710 23,314 369,024
TOTAL EQUITY AND LIABILITIES 3,276,198 649,526 3,925,724
Number of units in issue 2.5 87,378,835 32,698,877 120,077,712
Notes and Assumptions on Pro-forma Statement of Financial Position:
1. Column 1 presents the Consolidated Statement of Financial Position of Oryx, which has been extracted from the
annual report dated 30 June 2022. The annual report is available for inspection at the Registered Office of Oryx as
disclosed in paragraph 12 of the Circular as well as the website www.oryxprop.com/investors/.
2. Column 2 presents the financial effects of the Dunes Mall including the following adjustments, based on
management's election to account for the transaction as an asset acquisition as allowed by IFRS3: Business
Combinations after applying the concentration test required by IFRS3:
2.1. Acquisition by Oryx of the Dunes Mall using a Net Operating Income (“NOI”) of 9.5% which is estimated
at N$632,732,279 (N$58,900,00 NOI / 9.5% + N$8,250,000 vacant land value), including costs of
N$4,473,279 (refer to section on estimated transaction costs within this document), at the date of this
report. Should the sellers, through their efforts be successful in reducing currently vacant units, the price
will be adjusted to reflect the additional net operating income, to a maximum of N$22,850,000. The
additional amount is not included in the cost of the property on the assumption that it is not certain that
the full amount will become payable. Any adjustment to the price will be financed from the existing
preference share facility taken out for the Dunes Mall acquisition (also refer to note 2.3 below) which is
the most yield accretive outcome for unitholders.
2.2. 60% of the acquisition price will be funded by a Rights Issue to Qualifying Unitholders in respect of
32,698,877 Rights Issue Units in the ratio of 1 Rights Issue Unit for every 2.5 Linked Units at an issue
price of 1,161 cents per Linked Unit, inclusive of an Antecedent Interest Distribution of 50 cents per
Linked Unit. The total capital raise will therefore amount to N$379,633,972 (32,698,877 linked units at
1,161 cents per linked unit).
2.3. It is anticipated that N$500 million of RMB preference shares will be issued. Of the total amount, N$237
million will be used to reduce other debt and the remainder used to fund the 40% of the transaction as
follows:
Initial loan amount (N$632,723,279 total purchase price –
N$379,633,967 capital raised through rights issue) N$253,089,312
Adjustment payable/(refund) * N$9,838,215
Total loan amount N$262,927,527
* The adjustment payable/(refund) will be settled through the loan account, refer to note 3 for more
information on the adjustment account.
2.3.1. Interest rate: 3-month JIBAR ** + 1.39%
** February 2023 3-month JIBAR 7.45% +1.39%, hence interest rate used to estimate finance costs is
8.84%
2.3.2. Term: 4 years from date of first draw-down.
Page 38
One of the conditions of the preference share facility agreement is to hedge at least 50% of the debt.
Any finance costs related to such a hedge has not been taken into consideration within this document
as it is not considered to be significant.
2.4. It has been assumed that Qualifying Unitholders will exercise 60% the Rights Issue Units allocated to
them, raising a total of N$379,633,967 and gross of costs of N$4,473,279.
2.5. The total number of Linked Units estimated to be subscribed to and issued are 32,698,877 Units
comprising N$326,989 in share capital, N$146,817,958 in Debentures and Debenture premium of
N$216,139,577, this amounts to 60% of the acquisition costs of the Dunes Mall, 40% will be financed
by debt (see note 2.3 above).
2.6. Estimated costs of N$4,473,279 relating directly to the Rights Issue have been set-off against debenture
premium.
3. Trade and other payables comprise of N$5,759,000 which was obtained from the Dunes Mall financial
statements, the estimated bonus provision of N$1,206,000 and antecedent interest of N$16.3 million.
3.1 The adjustment account is comprised of the following assets and liabilities obtained from the Dunes Mall
2022 financial statements and that will be settled on a net basis with funds from the preference shares:
Furniture and equipment (N$406,000)
Deferred expenditure (N$164,000)
Trade and other receivables (N$11,285,000)
Cash and cash equivalents (N$4,948,000)
Trade and other payables (Note 3) N$6,965,000
Adjustment payable N$9,838,000
4 Column 3 presents the total of column 1 and column 2.
5 There are no other subsequent material events that require adjustment to the pro forma financial information.
Page 39
CONSOLIDATED PRO FORMA EFFECTS OF ORYX AS AT 30 JUNE 2022 REFLECTING THE EFFECTS OF THE
DUNES MALL ACQUISITION AND RIGHTS ISSUE:
Column 1 Column 2 Column 3
Pro forma
adjustment Pro forma
Audited
for the Dunes adjustment
Statement of
Mall Statement of
Comprehensive
acquisition Comprehensive
Income
and Rights Income
issue
Notes N$'000 N$'000 N$'000
Earnings per linked unit (cents) 222.31 126.57 196.19
Distribution per linked unit (cents) 101.79 270.44 270.05
Interest distribution per linked unit 101.79 102.33 101.94
Dividend per linked unit - 168.11 168.11
Earnings per share (cents) 120.52 24.24 94.26
Headline earnings attributable to shares
45.03 2.21 33.35
(cents)
Headline earnings attributable to linked units
146.82 104.54 135.28
(cents)
Net Asset Value (NAV) per unit (cents) 3 2,203.42 1,111.00 1,906.00
Realisable NAV (before providing for
2,261.37 1,111.00 1,948.00
distributions payable)
Number of Linked units in issue 87,378,835 32,698,877 120,077,712
Weighted number of units in issue 88,163,072 32,698,877 119,861,949
Column 1 Column 2 Column 3
Pro forma
adjustment Pro forma
Audited
for the Dunes adjustment
Statement of
Mall Statement of
Comprehensive
acquisition Comprehensive
Income
and Rights Income
issue
N$'000 N$'000 N$'000
Total comprehensive income 105,052 7,927 112,979
Debenture interest 88,721 33,462 122,183
Earnings attributable to linked units 193,773 41,389 235,162
Adjustments for:
Amortisation of debenture premium (21,413) (7,205) (28,618)
Fair value gain associate investment property
(net of deferred taxation) (4,100) - (4,100)
Fair value adjustments on investment property (46,823) - (46,823)
Deferred taxation on straight-line adjustments 6,533 - 6,533
Headline earnings attributable to linked units 127,970 34,184 162,154
Page 40
Debenture interest, inclusive of antecedent
interest distribution (88,721) (33,462) (122,183)
Headline earnings attributable to shares 39,249 722 39,971
Column 1 Column 2 Column 3
Pro forma
Pro forma
Audited adjustment
adjustment
Statement of for the Dunes
Statement of
Comprehensive Mall
Comprehensive
Income acquisition
Income
and Rights
issue
Cents per
Cents per unit Cents per unit
unit
Total comprehensive income 120.52 24.24 94.26
Debenture interest 101.79 102.33 101.94
Earnings attributable to linked units 222.31 126.57 196.19
Adjustments for:
Amortisation of debenture premium (24.57) (22.03) (23.88)
Fair value gain associate investment property
(net taxation) (4.70) - (3.42)
Fair value adjustments on investment property (53.72) - (39.06)
Deferred taxation on straight-line adjustments 7.50 - 5.45
Headline earnings attributable to linked units 146.82 104.54 135.28
Debenture interest, inclusive of antecedent
interest distribution (101.79) (102.33) (101.94)
Headline earnings attributable to shares 45.03 2.21 33.34
Notes and Assumptions pro forma effects:
1. Rights Issue assumed to have occurred on the 1 July 2021 for earnings and distribution purposes and 1 July
2022 for net asset value purposes. The linked units in issue have not been weighted for purposes of calculating
the net asset value.
2. Estimated costs of N$4,473,279 and the antecedent interest distribution of N$16,349,439 relating directly to the
Rights Issue have been set-off against debenture premium.
3. The total net assets comprise capital and reserves, debentures, and debenture premium.
4. Distribution per linked unit comprised as follows:
Cents per unit
Interest distribution per linked unit (Dec 2021) 44.00
Interest distribution per linked unit (June 2022) 57.75
101.75
Page 41
ANNEXURE C: INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION
OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN A CIRCULAR
To the Directors and Audit Committee of Oryx Properties Limited
P O Box 97723
Maerua Park
Windhoek
Namibia
Dear Sirs/Madams
Report on the Assurance Engagement on the Compilation of Pro Forma Financial Information Included in a
Circular
We have completed our assurance engagement to report on the compilation of pro forma financial information of Oryx
Properties Limited and its subsidiaries (the “Group”) by the directors. The pro forma financial information, as set out in
Annexure B of the circular (“the circular”), to be dated on or about 19 May 2023, which consists of the Consolidated Pro
Forma Statement of Comprehensive Income for the year ended 30 June 2022 and the Consolidated Pro Forma
Statement of Financial Position of Oryx as at 30 June 2022 and related notes. The pro forma financial information has
been compiled on the basis of the applicable criteria specified in the Namibian Stock Exchange (“NSX”) Listings
Requirements.
The pro forma financial information has been compiled by the directors to illustrate the impact of the corporate action or
event, described in Paragraph 2 of the circular, on the Group’s financial position as at 30 June 2022, and the Group’s
financial performance for the period then ended, as if the corporate action or event had taken place at 1 July 2021 and
for the period then ended. As part of this process, information about the Group’s financial position and financial
performance has been extracted by the directors from the Group’s financial statements for the period ended 30 June
2022, on which an unqualified auditor’s report was issued on 22 May 2023.
Directors’ Responsibility for the Pro Forma Financial Information
The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria
specified in the NSX Listings Requirements and described in Annexure B.
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the International Ethics Standards Board
for Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards).
The firm applies the International Standard on Quality Management 1, Quality Management for Firms that Perform
Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, which requires the
firm to design, implement and operate a system of quality management, including policies or procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Reporting Accountant’s Responsibility
Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all
material respects, by the directors on the basis specified in the NSX Listings Requirements based on our procedures
performed.
We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420,
Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus
which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements
and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information
has been compiled, in all material respects, on the basis specified in the NSX Listings Requirements.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any
historical financial information used in compiling the pro forma financial information, nor have we, in the course of this
engagement, performed an audit or review of the financial information used in compiling the pro forma financial
information.
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The purpose of pro forma financial information included in a circular is solely to illustrate the impact of a significant
corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred
or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that
the actual outcome of the event or transaction at 30 June 2022 would have been as presented.
A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all
material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable
criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the
significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence
about whether:
• The related pro forma adjustments give appropriate effect to those criteria; and
• The pro forma financial information reflects the proper application of those adjustments to the unadjusted
financial information.
Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company,
the corporate action or event in respect of which the pro forma financial information has been compiled, and other
relevant engagement circumstances.
Our engagement also involves evaluating the overall presentation of the pro forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the
applicable criteria specified by the NSX Listings Requirements and described in Annexure B.
Deloitte
- Acquisition of the Dunes asset at a significant discount to the 2022 valuation;
- The acquisition diversifies the Oryx portfolio geographically outside the Khomas region;
- The Dunes Mall acquisition achieves circa 43% of the intended valuation growth for Strategy 2025;
- The Dunes Mall acquisition increases Total revenue by 29% when compared to revenues at the start of
the period entering Strategy 2025.
- The acquisition would be the largest acquisition in the history of Oryx and would result in the following:
o 37% increase in market cap on the existing share price
o 23% increase in Oryx portfolio valuation based on June 2022 valuations;
- Given the tenancy mix within the asset using various SA National tenants, the asset will give Oryx
economies of scales to negotiate better with retailers on multiple tenancies, and thus a benefit for the
entire portfolio;
- The acquisition ideally places Oryx in a region where significant growth is expected in the next few years
on both a residential, commercial, industrial and energy perspective. As an example, the industrial
erven across the Dunes sight are already fully sold.
§ Finally, Management believes that this acquisition will build towards a more
sustainable distribution for the long term.
Page 45
(Incorporated in the Republic of Namibia)
(Registration Number 2001/673)
(Date of Registration: 21 December 2001)
Linked Unit code: ORY | ISIN: NA0001574913
(“Oryx” or “the Company”)
FORM OF PROXY – FOR USE BY CERTIFICATED UNITHOLDERS ONLY
I/We (full name in block letters):
of (address):
Telephone Number:
E-Mail Address:
being a Unitholder of: _______________ Oryx Properties Limited Linked Units,
Do hereby appoint
............................................... of ............................................. or failing him/her
............................................... of ............................................. or failing him/her
the chairperson of the General Meeting, as my/our proxy to vote for me/us on my/our behalf at the General Meeting
which will be held for the purpose of considering and, if deemed fit, approving and adopting, with or without modification,
the resolutions to be proposed thereat and at each adjournment thereof and to vote for and/or against the said resolutions
and/or to abstain from voting in respect of the Linked Units registered in my/our name(s), and at any adjournment thereof
as follows:
FOR AGAINST ABSTAIN
Ordinary Resolution 1: Rights Issue
Ordinary Resolution 1.1: Authorisation to Allot
Ordinary Resolution 1.2: Authority to Sign
(Indicate instruction to proxy by way of a cross in space provided above.)
Unless otherwise instructed, my proxy may vote as he/she deems fit.
Signed this ............................................. day of .............................................
...................................
Signature
Assisted by me (where applicable) ..........................................
Note 1: A Unitholder entitled to attend, and vote is entitled to appoint a proxy to attend, speak and on a poll vote in his/her
stead, and such proxy need not also be a Unitholder of the Company. "
Note 2: One vote per Linked Unit held by Oryx Unitholders. Oryx Unitholders must insert the relevant number of votes
they wish to vote in the appropriate box provided or “X” should they wish to vote all Linked Units held by them. If the form
of proxy is returned without an indication as to how the proxy should vote on a particular matter, the proxy will exercise
his/her discretion as to whether, and if so, how he/she votes.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Page 46
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions commencing on page 6 of the accompanying Circular apply, mutatis mutandis, to the information on this Form of Instruction for the Rights Issue.
This Form of Instruction in respect of a renounceable (nil paid) letter of allocation (“Form of Instruction”) is negotiable and may be traded on the NSX under NSX Code
ORYN and ISIN NA000A3CMFV5 If you are in any doubt as to what action to take, please consult your Broker, banker, attorney, accountant or other professional advisor
immediately.
Oryx has issued all letters of allocation in certificated form and the electronic record for certificated Unitholders is being maintained by its transfer secretaries, Transfer
Secretaries (Proprietary) Limited (“Transfer Secretaries”). You must complete this Form of Instruction and return it to the Transfer Secretaries, at the address below, if you
wish to dispose of or renounce or take up all or part of your rights in terms hereof. Each amendment to this Form of Instruction must be signed in full and must not be
initialled.
(Incorporated in the Republic of Namibia)
(Registration Number 2001/673)
(Date of Registration: 21 December 2001)
Linked Unit code: ORY | ISIN: NA0001574913
(“Oryx” or “the Company”)
CIRCULAR TO ORYX UNITHOLDERS
A renounceable Rights Issue to Qualifying Unitholders in respect of
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32,698,877 Rights Issue Units in the ratio of 1 Rights Issue Unit for every
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2.5 Linked Units held at the close of trade on Friday, 23 June 2023, at a price of
1,161 cents per Rights Issue Unit, inclusive of Antecedent Interest Distribution of 50 cents.
SPECIMEN FORM OF INSTRUCTION IN RESPECT OF A LETTER OF ALLOCATION
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(“FORM OF INSTRUCTION”)
Dates pertaining to the General Meeting
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Notice of General Meeting 22 May 2023
Last day to trade in order to be eligible to vote in the General Meeting 02 June 2023
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Record Date to be eligible to vote in the General Meeting 09 June 2023
Last day to lodge forms of proxies in respect of the General Meeting by 09:00 13 June 2023
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General Meeting of Oryx Unitholders to be held at 09:00 15 June 2023
Dates pertaining to the Rights Issue
Declaration Date 22 May 2023
Circular release date 26 May 2023
Record Date to determine which Unitholders are eligible to receive Circular 26 May 2023
Finalisation Date 08 June 2023
All documentation described in paragraph 16.15 of Section 16 must have been submitted to and approved
09 June 2023
by the NSX *
LDT to participate in Rights Issue 15 June 2023
Linked units commence trading ex-entitlement 19 June 2023
Record Date on which Unitholders are eligible to receive Letters of Allocation 23 June 2023
Letters of Allocation available at Transfer Secretaries 30 June 2023
Listing and Trading of Letters of Allocation commences at 9:00 30 June 2023
Rights Issue opens at 9:00 30 June 2023
Last Day to Trade Letters of Allocation on the NSX 07 July 2023
Record Date for Letters of allocation 14 July 2023
Rights Issue closes at 12:00 14 July 2023
Results of Rights Issue announced on NENS 31 July 2023
Excess applications allocated to Unitholders 31 July 2023
Refund unsuccessful and excess applications 31 July 2023
Issue of Securities 31 July 2023
List new shares 01 August 2023
Notes:
1. All of the above dates and times are subject to change. Any changes made will be notified to Unitholders by release on NENS. The dates applicable to the Rights
Issue have been calculated based on regulatory approval having been obtained timeously. Should there be any delays, the dates pertaining to the Rights Issue
will be adjusted accordingly by release on NENS.
2. Unitholders should note that settlement of transactions takes place 5 (five) Business Days after such transaction. Therefore, persons who acquire Linked Units
after the last day to trade as detailed in the table above will not be able to vote thereat.
3. A Unitholder may submit the form of proxy not less than 48 hours before the commencement of the General Meeting (or any adjournment of the General Meeting).
4. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will remain valid in respect of any such adjournment or
postponement. All times given in this Circular are local times in Namibia.
THIS FORM MUST BE RETURNED IN ITS ENTIRETY TO THE TRANSFER SECRETARIES.
Page 47
ORYX PROPERTIES LIMITED LETTER OF ALLOCATION
Transfer Secretaries (Pty) Ltd NSX code: ORYN ISIN: NA000A3CMFV5 Certificate Number:
4 Robert Mugabe Avenue, PO Box 2401, Windhoek
Tel: +264 (61) 227647; This email address is being protected from spambots. You need JavaScript enabled to view it.
Enquiries in connection with this Letter of Allocation should be addressed to the Transfer Secretaries, quoting the holder number in (2) below:
Full Name and registration/ID TS Holder Number of Linked Units deemed Number of Rights held by Unitholder Number of Rights Issue Units which can Amount payable at 1,161
number of Unitholder Number to be held at close of business on in terms whereof 1 Rights Issue Unit be taken up in terms of paragraph 1 cents per Rights Issue Unit
Friday, 23 June 2023 may be acquired for every Right held below based on the deemed unit holding (4) x 1,161 cents
as at Friday, 23 June 2023
[These Rights may be sold,
renounced or exercised at the
option of the Holder as set out in
par 4 and 5 below. Contact your
(1) (2) (3) Stockbroker for assistance] (4) (5)
Acceptance of Number of Rights Issue Units Excess Rights Issue Units subscribed for Total Number of Rights Issue Total amount due at 1,161 cents per
Rights Issue Units subscribed for and accepted and accepted (see 6.1 below) Units subscribed for and Rights Issue Unit (6) x 1,161 cents
accepted
[Note that every Right held [Note that Unitholders shall be
Please note that the same or a entitles the holder to subscribe entitled to apply for excess Linked
lesser number of Rights Issue for 1 Rights Issue Units at 1,161 Units from their original (6A) + (6B) N$
Units as the number mentioned cents per Rights Issue Unit] entitlement]
in Block (4) may be accepted (6A) (6B) (6) (7)
Amount of EFT
TOTAL:
(7) N$ (8)
EFT swift reference number (only applicable if payment made by EFT)
Addressee telephone number (office hours) ( ) and/or cell phone number ( )
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Signature: (9)
Email address:
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Dear Oryx Unitholder,
1. THE RIGHTS ISSUE
Qualifying Unitholders recorded in the Register of Oryx at the close of business on Friday, 23 July 2023, are offered Rights Issue Units at the price of 1,161 cents per
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Rights Issue Unit in the ratio of 1 Rights Issue Unit for every 2.5 Linked Units held at the close of business on Friday, 23 July 2023.
The offer price is 1,161 cents per Rights Issue Unit payable in full on acceptance in the currency of Namibia.
2. Transfer Secretaries Holder Number
TS Holder number as listed with Transfer Secretaries (Block 2).
3. ALLOCATION
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The Rights Issue Units stated in Block (4) have been provisionally allocated for subscription at a price of 1,161 cents per Rights Issue Unit to the Unitholder whose name
is stated in Block (1).
4. ACCEPTANCE AND PAYMENT
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4.1 If you wish to accept the Rights Issue you must complete Blocks (6) and (7) and sign in the space provided for in Block (9).
4.2 If you are the person(s) in whose name(s) this Form of Instruction was issued and wish to subscribe for all the Rights Issue Units allocated to you, complete the
applicable blocks as stated above. In such instance, Forms B and C of this Form of Instruction need not be completed.
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4.3 If you are the person(s) in whose favour this Form of Instruction has been renounced and you wish to subscribe for the Rights Issue Units, complete the applicable
blocks as stated above as well as Form C of this Form of Instruction.
4.4 If you wish to subscribe for the Rights Issue Units, you must lodge a properly completed Form of Instruction together with the EFT proof of payment of the amount
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due in the currency of Namibia by way of one of the following methods of payment to the Transfer Secretaries, so as to be received by no later than 12:00 on Friday,
14 July 2023:
• payment by EFT can be made to the following bank account:
• Bank: Bank Windhoek Limited • Account number: 8003 719 421
• Account name: Oryx Properties Limited – Rights Issue • Account type: Cheque
• Branch: Maerua Mall • Reference: Holder number
• Branch code: 483 872
4.5 Such payment, when EFT has been received, will constitute acceptance of the Rights Issue upon the terms and conditions set out in the accompanying Circular and
in this Form of Instruction.
4.6 No acknowledgement of receipt will be given for EFT received in accordance with the Rights Issue.
4.7 If this Form of Instruction and the EFT proof of payment are not received as set out above, then the Rights Issue will be deemed to have been declined and
the right to subscribe for the Rights Issue Units offered to the addressee (or his/her renouncee), shall lapse and be of no further force or effect.
4.8 With reference to paragraph 4.4 above regarding EFTs, please note the following:
• Forms of Instruction and EFT proof of payment may be emailed to This email address is being protected from spambots. You need JavaScript enabled to view it.. Kindly note that this relates only to the subscription for Rights Issue Units
and not for the sale thereof. For the sale of Rights in terms of this Letter of Allocation contact your stockbroker immediately.
• Forms of Instruction which are not posted must be emailed to This email address is being protected from spambots. You need JavaScript enabled to view it.. Neither Transfer Secretaries (Proprietary) Limited or Oryx Properties Limited
will be responsible for any loss and/or damage whatsoever in relation to or arising from the late or non-receipt of posted or e-mailed Forms of Instruction or
owing to Forms of Instruction being forwarded to any other e-mail or physical or postal address other than that provided above.
• Forms of Instruction shall be deemed to be received on the date reflected in the Transfer Secretaries’ electronic system if sent by e-mail or upon actual receipt
if sent by post. Notwithstanding anything to the contrary, it is the responsibility of Unitholders to ensure that their Form of Instruction are received timeously by
the Transfer Secretaries.
5. RENUNCIATION OR SALE
5.1 If you are a holder of Oryx Linked Units and you do not wish to subscribe for the Rights Issue Units allocated to you in terms of the Rights Issue, you may renounce
your rights by signing Form B. In addition, the renouncee who wishes to subscribe for the Rights Issue Units in terms of the Rights Issue must complete Form C,
lodge this Form of Instruction, and make payment, in terms of paragraph 4.4 above for the number of Rights Issue Units in respect of which the Rights Issue is
accepted. The Renouncee will be required to furnish Transfer Secretaries with all information that they might require to allot the Rights Issue Shares. No Rights Issue
Shares will be allotted until all information has been provided to the satisfaction of Transfer Secretaries.
5.2 The participant lodging this Form of Instruction, with Form B purporting to be signed by the Unitholder whose name appears thereon (“the holder”), will be taken to
be conclusive evidence of the right of such holder:
• to deal with this Form of Instruction; or
• to have the Rights Issue Units in question allotted and to receive a certificate for those Rights Issue Units (i.e., Oryx Linked Units).
5.3 Therefore, Oryx will not be obliged to investigate whether Forms B and C have been properly signed or completed or to investigate any fact surrounding the signing
or lodging of either form.
5.4 If you wish to sell all or part of your entitlement, you must complete Form A of this Form of Instruction and return it to your Broker. Take note that the last day to trade
Letters of Allocation on the NSX will be close of trading on Friday, 07 July 2023, therefore your Form of Instruction should be forwarded to your Broker well in
advance of that date. Note that if you sell part of your Rights a new Letter of Allocation will be issued that will indicate the remaining number of Rights that you hold.
The Form of Instruction issued with the new Letter of Allocation should be completed and submitted in accordance with section 4 above. Further note that your
Broker will endeavour to procure the sale of Rights on the NSX on your behalf and to remit the net proceeds thereof in accordance with your instructions. In this
regard, neither the Broker, Transfer Secretaries nor Oryx will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising from
the timing of such sales, the price obtained, or the failure to dispose of any or all such Letters of Allocation.
Serial Number:
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6. EXCESS APPLICATIONS
6.1 Excess application for Rights Issue Units (i.e., applications in excess of the number of Units as reflected in Block (4) on page 2), will be allowed in the discretion of
the Board of Directors. Unitholders shall be entitled to apply for excess Linked Units from their original entitlement if there are excess Rights Issue Units
available for allocation once the Rights Issue has closed. The allocation of new Oryx Linked Units will be such that Oryx Unitholders will not be allocated
a fraction of a new Oryx Linked Unit and as such any entitlement of Oryx Unitholders to receive a fraction of a new Oryx Linked Unit, will be rounded
down to the nearest whole number.
6.2 Any Unitholder who wishes to apply for additional Rights Issue Units must complete Block 6(B) and state the excess subscribed for.
6.3 The application for additional Linked Units can be lodged and must be shown in the Letter of Allocation in Block (4).
6.4 Any Rights Issue Units not subscribed for in terms of the Rights Issue will be available to other Unitholders that apply for additional Linked Units.
6.5 Additional Linked Units will only be available if there are other Unitholders that do not exercise their Rights and there accordingly are excess Rights Issue Units
available for allocation once the Rights Issue has closed, which allocation will be performed in the discretion of Oryx.
6.6 No interest will be paid on monies received in respect of applications for Rights Issue Units.
6.7 Each application for Rights Issue Units will be regarded as a single application except in the case of an application submitted by a recognised nominee company and
which discloses on a typed supporting schedule attached to the Letter of Allocation the number of Linked Units held on behalf of each principal, the number of Rights
Issue Units taken up in terms of the Rights Issue on behalf of each principal and the number of additional Rights Issue Units applied for on behalf of each principal.
In the case of multiple applications, other than by a recognised nominee company as indicated above, the total number of Rights Issue Units applied for in the same
name will be regarded as a single application.
6.8 Refund payments in respect of unsuccessful excess applications will be made on or about Monday, 31 July 2023. Refunds will be made by electronic funds transfer
to the bank account reflected on the Unitholder register at the Transfer Secretaries and printed on the Letter of Allocation.
6.9 Those Rights Issue Units that are not taken up by Qualifying Unitholders in terms of the Rights Issue, will be deemed to have been declined and the
Rights Issue entitlement will lapse.
7. EXCHANGE CONTROL REGULATIONS
7.1 Pursuant to the Exchange Control Regulations of Namibia and upon specific approval of the Bank of Namibia, non-residents, excluding former residents, of the
Common Monetary Area will be allowed to:
• take up Rights allocated to them in terms of the Rights Issue;
• purchase Letters of Allocation on the NSX; and
• subscribe for the Rights Issue Units arising from the Letters of Allocation purchased on the NSX,
provided payment is received either through normal banking channels from abroad or from a non-resident account.
7.2 All applications by non-residents for the above purposes must be made through an authorised dealer in foreign exchange. Electronic statements issued in terms of
Strate and any Linked Unit certificates issued pursuant to such applications will be endorsed “non-resident”.
7.3 Where a Right in terms of the Rights Issue becomes due to a former resident of the Common Monetary Area, which right is based on Linked Units blocked in terms of
the Exchange Control Regulations of Namibia, then only emigrant blocked funds may be used to:
• take up the rights allocated to them in terms of the Rights Issue;
• purchase Letters of Allocation on the NSX; and
• subscribe for the Rights Issue Units arising from the Letters of Allocation purchased on the NSX.
7.4 All applications by emigrants using blocked funds for the above purposes must be made through the authorised dealer in Namibia controlling their blocked
assets. Linked Unit certificates issued to such emigrants will be endorsed “non-resident” and placed under the control of the authorised dealer in foreign exchange
through whom the payment was made. The proceeds due to emigrants from the sale of the Letters of Allocation, if applicable, will be returned to the authorised
dealer in foreign exchange for credit to such emigrants’ blocked accounts. Electronic statements issued in terms of Strate and any Rights Issue Unit certificates
issued pursuant to blocked Rand transactions will be endorsed “non-resident” and placed under the control of the authorised dealer through whom the payment
was made. The proceeds arising from the sale of Letters of Allocation or arising from the sale of blocked Linked Units will be credited to the blocked accounts of
the emigrants concerned.
7.5 New Linked Unit certificates issued pursuant to the Rights Issue to an emigrant will be endorsed “non-resident” and forwarded to the address of the relevant authorised
dealer controlling such emigrant’s blocked assets for control in terms of the Exchange Control Regulations of Namibia.
8. JURISDICTION
8.1 Any Qualifying Unitholder resident outside the Common Monetary Area who receives this Circular and Form of Instruction should obtain advice as to whether any
governmental and/or other legal consent is required and/or any other formality must be observed to enable a subscription to be made in terms of such Form of
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Instruction.
8.2 The Rights Issue does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and this Circular and Form of Instruction should not be
forwarded or transmitted by you to any person in any territory other than where it is lawful to make such an offer.
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8.3 The Rights Issue Units have not been and will not be registered under the Securities Act of the United States of America. Accordingly, the Rights Issue Units may not
be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, United States persons, except
pursuant to exemptions from the Securities Act. This Circular and the accompanying documents are not being, and must not be, mailed or otherwise distributed or
sent in, into or from the United States. This Circular does not constitute an offer of any securities for sale in the United States or to United States persons.
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8.4 The Rights Issue contained in this Circular does not constitute an offer in the District of Columbia, the United States, the Dominion of Canada, the Commonwealth
of Australia, Japan or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer (“Non-Qualifying Unitholder”). Non-
Qualifying Unitholders should consult their professional advisors to determine whether any governmental or other consents are required, or other formalities need to
be observed to allow them to take up the Rights Issue or trade their entitlement. Unitholders, who are Non-Qualifying Unitholders, are responsible for ensuring that
taking up the Rights Issue, or trading in their entitlements under the Rights Issue, do not breach any law or regulations in their relevant overseas jurisdictions.
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8.5 To the extent that Non-Qualifying Unitholders are not entitled to participate in the Rights Issue as a result of the aforementioned restrictions, such Non-Qualifying
Unitholders should not take up their Rights Issue entitlement or trade in their Rights Issue entitlement and should allow their Rights in terms of the Rights Issue to
lapse. To the extent that Non-Qualifying Unitholders are permitted to do so, they may sell their Rights Issue entitlement on or prior to Friday, 07 July 2023, the last
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day to trade their Rights Issue entitlement.
9. LISTINGS ON THE NSX
The NSX has granted a listing for the:
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• the Letters of Allocation in respect of all of the 32,698,877 Rights Issue Units with effect from the commencement of trade on Friday, 30 June 2023, to the
close of trade on Friday, 07 July 2023, both days inclusive; and
• 32,698,877 Rights Issue Units with effect from the commencement of trade on Friday 30 June 2023.
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10. DOCUMENTS OF TITLE
In respect of those Rights Issue Units accepted and allotted to the Offerees or renouncees, the relevant certificates in respect of Rights Issue Units can be collected from
Transfer Secretaries, on or about 01 August 2023.
KINDLY RETURN COMPLETED FORM TO:
By order of the Board: The Transfer Secretaries
ORYX PROPERTIES LIMITED Oryx Properties Limited – Rights Issue
26 May 2023 c/o Transfer Secretaries
Transfer Secretaries (Pty) Ltd Transfer Secretaries (Pty) Ltd
4 Robert Mugabe Avenue 4 Robert Mugabe Avenue
Windhoek Windhoek
Namibia Namibia
(PO Box 2401, Windhoek, Namibia) (PO Box 2401, Windhoek, Namibia)
Tel: +264 (61) 227647 Tel: +264 (61) 227647
This email address is being protected from spambots. You need JavaScript enabled to view it. This email address is being protected from spambots. You need JavaScript enabled to view it.
GENERAL INSTRUCTIONS AND CONDITIONS
(a) Married persons: Married persons wishing to exercise their rights must comply with the Form of Instruction in the appropriate space provided therefor.
provisions of the Married Persons Equality Act 1 of 1996 and proof of such person’s (g) Receipts and documents: No receipts will be given for completed letters of allocation
capacity to exercise such rights may be required by the Transfer Secretaries. and remittances. Documents accompanying applications will be returned by the Transfer
(b) Powers of attorney: If this form is signed under a power of attorney, then the original, Secretaries in due course, at the risk of the applicant.
or certified copy thereof, must be sent to the Transfer Secretaries for noting unless it has
already been registered by the Transfer Secretaries.
(c) Companies or close corporations: A company or close corporation wishing to exercise
its rights must send the original or certified copy of the directors’ or members’ resolution
authorising the exercise of such rights, to the Transfer Secretaries for noting.
(d) Stamp of broking member of the NSX: If any signature to Form B is confirmed by the
stamp of a broking member of the NSX then (a), (b) or (c) above, as the case may be,
will not apply.
(e) Deceased estates and trusts: Rights Issue Units will not be allotted in the name of an
estate or a trust. Therefore, where the right to the Rights Issue Units in Oryx has accrued
to the estate of a deceased holder or a trust, the executor or administrator or trustee (as
the case may be) must complete Form B in his/her representative capacity and Form C
must be completed by the person in whose name the Rights Issue Units are to be allotted
without any reference to the estate or the trust.
(f) Joint holders: Where applicable, all joint holders of Letters of Allocation must sign the
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FORM A: INSTRUCTION TO SELL
This form is to be signed by the Unitholder if the Rights to the Rights Issue Units are to be sold.
ORYX PROPERTIES LIMITED
I/We hereby instruct my/our Broker,___________________________ to sell of my Rights and pay the proceeds, if any, of the sale of the Rights
allocated to me/us in terms of this Form of Instruction (less any NAMFISA Levies, Brokerage Fees and Transaction Levies and Stamp Duties only to the extent applicable).
Payment instruction:
By electronic funds transfer to the following bank account:
Name of Bank
Account Number
Branch Code
In order to comply with the requirements of the Financial Intelligence Act, 2012, any change of payment mandate will only be recorded if the following documentation is received
from the relevant Unitholder:
• an original certified copy of your identity document / registration documents; and
• an original cancelled cheque, original bank letter or certified true copy of an original bank statement.
PLEASE NOTE THAT IF THE ABOVE INFORMATION IS NOT COMPLETE OR IF CONFLICTING INSTRUCTIONS ARE GIVEN, AN EFT REFUND OF THE AMOUNT DUE
MAY BE MADE TO THE DETAILS RECORDED IN ORYX’S SHARE REGISTER OR THE AMOUNT DUE WILL BE HELD BY ORYX UNTIL COLLECTED AND NO INTEREST
WILL ACCRUE TO THE UNITHOLDER IN RESPECT THEREOF.
Signed
_____________________________
Signature(s) of Unitholder selling his/her Rights
Date
_____________________________
Assisted by me (where applicable) (all joint holders must sign)
FORM B: FORM OF RENUNCIATION
(To be signed by the Unitholder named in Block (1) on page 2 of the Form of Instruction if the right to the Rights Issue Units is renounced.)
To the Directors,
ORYX PROPERTIES LIMITED
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I/We hereby renounce my/our right to subscribe for the Rights Issue Units allocated to me/us as stated in Block (4) on page 2 of the
Form of Instruction in favour of the person(s) completing the Registration Application Form (Form C) in relation to such Rights Issue Units.
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Signed
Signature(s) of person(s) renouncing
Date
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FORM C: REGISTRATION APPLICATION FORM (to be accompanied by an EFT proof of payment)
This form must be completed in respect of the person(s) (i.e. the renouncee(s)) in whose name(s) the Rights Issue Units must be allotted.
ONCE THIS FORM HAS BEEN COMPLETED THIS FORM OF INSTRUCTION WILL NO LONGER BE NEGOTIABLE.
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To: the Directors,
ORYX PROPERTIES LIMITED
I/We hereby request you to allot the Rights Issue Units comprised in this Form of Instruction and as indicated in Blocks (6) and (7) on page 2 of the Form of Instruction hereof
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in the following name(s) upon the conditions set out in the accompanying Circular dated 26 May 2023.
I/We authorise you to place such name(s) on the register of Unitholders in respect thereof.
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Surname(s) or Name of company
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*Mr/Mrs/Miss
First names in full
Postal address (preferably a PO Box address)
Postal Code
E-mail address
Telephone number (office hours) ( ) Cell phone number ( )
Date 2023
Signature of renouncee(s)
Date: 26-05-2023 05:15:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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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.