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HISTORY |
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Compass
Property Loan Stock Company ("Compass")
listed on the JSE Securities Exchange
in 1987 as Retprop Investments Ltd.
The company's ordinary shares listed
in the Property Sector and the debentures
in the Property Loan Stock Sector. In
1990, Anglo American Property Services
acquired management control of the property
portfolio when Anglo American became
the controlling shareholders. The company
was subsequently renamed Compass Property
Holdings Limited.
Following a scheme of arrangement in
July 2001, Compass disposed of its entire
property portfolio, comprising eleven
properties, to ApexHi for a consideration
of R136m. The consideration was 13 600
000 ApexHi A and 13 600 000 ApexHi B
units. The rationale for the transaction
was to convert an illiquid direct property
portfolio into tradable listed property
stock.
In an effort to dispose of non-core
holdings, in September 2001 Anglo American
sold its 67% ordinary shareholding in
Compass to a consortium lead by Foord
Asset Management (Pty) Ltd. The transaction
price was 50 cents per ordinary share.
The Foord Consortium subsequently bought
out the minority shareholders at the
same price per share. The result of
the disposal was that the shareholder
spread no longer complied with the minimum
requirement of the Listing Requirements
of the JSE. The ordinary shares were
then delisted. The debentures remain
listed.
At the time of the scheme of arrangement,
debenture holders could elect to receive
0.38 of an ApexHi A unit, 0.38 of an
ApexHi B unit and 5.76 cents in cash
as a distribution in specie, or remain
invested in the company. Debenture holders
holding 60% of the total debentures
outstanding elected to receive the distribution
in specie. The debentures so redeemed
were cancelled in accordance with the
provisions of the Trust Deed. The remaining
40% of the debenture holders elected
to remain invested in the Company and
so approved the new direction of the
Company as an investment holding company.
Foord Asset Management commenced the
management of the company's investment
portfolio in January 2002. The Compass
board mandated Foord Asset Management
to manage the portfolio with an absolute
return style and set a performance benchmark
of CPI + 10% per annum. |
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