Wrap Text
Opening of accelerated bookbuild
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE
ISIN: ZAE000180865
Bond company code: VKEI
NSX share code: VKN
(Granted REIT status with the JSE)
("Vukile" or "the Company")
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
OPENING OF ACCELERATED BOOKBUILD
INTRODUCTION
Vukile hereby announces the launch of an equity raise (the "Equity Raise") of approximately R2.8 billion, through the
issue of new ordinary shares (the "Bookbuild Shares"), subject to pricing acceptable to Vukile.
The Equity Raise will be offered to qualifying investors (as set out in greater detail in the disclaimers below) and will
be implemented by way of an accelerated bookbuild offering (the "Bookbuild"), which opens with immediate effect
and may close at any time thereafter.
The Bookbuild Shares will be issued by the Company under and in accordance with its existing general authority to
issue shares for cash, granted by shareholders at the general meeting of the Company held on 20 March 2026.
RATIONALE FOR THE EQUITY RAISE
Vukile has a demonstrable track record of identifying mispriced assets, capitalising on opportunities and building
thriving businesses, and remains encouraged by the pipeline they have identified, both locally and internationally.
The proceeds from the Bookbuild will be used to fund the Company's initial transaction in Italy, being the acquisition
of three shopping centres with a gross asset value of EUR 115 million. In addition, the balance of the proceeds will
provide Vukile with the optionality and financial flexibility required to continually evaluate compelling value-enhancing
opportunities as and when they arise, and fund potential further pipeline in the near-term.
THE EQUITY RAISE
The Equity Raise will be offered to qualifying investors (as set out in greater detail in the disclaimers below) and will
not be offered to the public in any jurisdiction, nor will it be offered in any jurisdiction in which the Equity Raise would
give rise to an obligation to file or register any offering or related documentation with any securities regulatory
authority.
Investec Bank Limited ("Investec") and Merrill Lynch International ("BofA Securities") are acting as joint bookrunners
("Joint Bookrunners") in respect of the Bookbuild. The timing of the closing of the Bookbuild and the price at which
the Bookbuild Shares will be placed ("Bookbuild Price"), are at the discretion of the Company and the Joint
Bookrunners, pursuant to a placement agreement entered into between the Joint Bookrunners and the Company.
Pricing and allocations will be decided at the close of the Bookbuild, in accordance with the JSE Listings Requirements.
The Bookbuild Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing
shares of the Company. Pricing and allocations will be announced as soon as is reasonably practicable following the
closing of the Bookbuild.
The Company reserves the right to close the Bookbuild at any time.
The Joint Bookrunners can be contacted on the details below:
Investec BofA Securities
Vukile@investec.co.za dg.project_duero@bofa.com
Jarrett Geldenhuys Andrew Briscoe
Ashleigh Williams Struan Bryer Robertson
Karl Priessnitz Anthony Knox
Kyle Rollinson Letrisha Mahabeer
Houghton Estate
19 May 2026
Joint Bookrunner and Transaction Sponsor Joint Bookrunner
Investec Bank Limited BoFA Securities
South African legal counsel to the Joint Bookrunners
DLA Piper
JSE & Debt sponsor NSX sponsor
Java Capital IJG Securities (Pty) Ltd
This announcement is for information purposes only and is not intended to and does not constitute, or form part of,
any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or
subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult
an independent legal or financial adviser.
The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in or into the United States, absent
registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with applicable state and other securities laws. The Equity Raise will be made only to
qualifying institutional investors, outside the United States in reliance on Regulation S of the Securities Act. There will
be no public offering in the United States.
The Equity Raise will only be made to investors to whom the Equity Raise may be lawfully made without having to file
or register any securities or any offering or related documentation with any securities regulatory authority in any
relevant jurisdiction.
The distribution of this announcement and the offering for subscription of the Bookbuild Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company, Investec Bank Limited ("Investec") or Merrill Lynch
International ("BofA Securities") (Investec and BofA Securities together referred to as the "Joint Bookrunners") or any
of their respective affiliates that would permit an offering of such securities or possession or distribution of this
announcement or any other offering or publicity material relating to such Bookbuild Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
This announcement is restricted and is not for publication or distribution or release, directly or indirectly, in or into the
United States (including its territories and possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of
any such jurisdiction. This announcement is for information purposes only and shall not constitute or form part of an
offer or solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction it
would be unlawful to do so. To the fullest extent permitted by applicable law, the Company and the Joint Bookrunners
disclaim any responsibility or liability for the violation of such requirements by any person. The Equity Raise is not to be
regarded as an offer or invitation to any person in any jurisdiction to the extent that any applicable legal requirement
in such jurisdiction has not been complied with or it is for any reason illegal or unlawful to make such an offer or
invitation in such jurisdiction.
The Bookbuild Shares will not be offered to the public in any jurisdiction, nor will they be offered in any jurisdiction
which would require the preparation or registration of any offering document relating to the Bookbuild or the Bookbuild
Shares in such jurisdiction. The offer and sale of the Bookbuild Shares has not been, and will not be, registered under
the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Bookbuild Shares
referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada or Japan. There will not be any offer of Bookbuild Shares in the United
States, Canada, Australia and Japan.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for Bookbuild Shares in South Africa, including an offer to the public for the sale of, or subscription for, or the
solicitation of an offer to buy and/or subscribe for shares as defined in the South African Companies Act, and will not
be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of
the South African Companies Act. This announcement does not, nor is it intended to constitute a "registered
prospectus" as contemplated in the South African Companies Act.
In South Africa, the Bookbuild will not be an offer to the public as defined in the South African Companies Act and only
(i) persons falling within the exemptions set out in section 96(1)(a) of the South African Companies Act or (ii) persons
who propose to subscribe, as principal, for shares at a total contemplated acquisition cost equal to or greater than R1
000 000, as envisaged in section 96(1)(b), of the South African Companies Act, and in each case to whom any offer to
participate in the Bookbuild is specifically addressed (all such persons in (i) and (ii) being referred to as "Relevant
Persons"), will be entitled to apply for Bookbuild Shares. Any investment activity in South Africa, or by persons resident
or domiciled in South Africa, to which this announcement relates will only be available to, and will only be engaged
with, Relevant Persons. Any person in, resident in or domiciled in South Africa who is not a Relevant Person should not
act on this announcement or any of its contents. This announcement does not, nor does it intend to, constitute any
offering document relating to the Bookbuild. Information made available in this announcement should not be
considered as "advice" as defined in the South African Financial Advisory and Intermediary Services Act, 2002, and
nothing in the document should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.
No offering document or prospectus will be made available in connection with the matters contained or referred to in
this announcement and no such offering document or prospectus is required to be published, under Regulation (EU)
2017/1129 (the "EU Prospectus Regulation") or the UK Public Offers and Admissions to Trading Regulations 2024 (the
"POATR").
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial
Services and Markets Act 200 ("FSMA") by, a person authorised under FSMA. This announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person. This announcement has been issued by, and is the
sole responsibility of, the Company.
As regards the European Economic Area (the "EEA") and the United Kingdom, this announcement is for information
purposes only and is directed only at persons whose ordinary activities involve them acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes of their business and who have professional experience
in matters relating to investments and are: (a) if in a member state of the EEA, qualified investors within the meaning
of article 2(e) of the EU Prospectus Regulation ("qualified investors"); or (b) if in the United Kingdom, qualified investors
within the meaning of paragraph 15 of Schedule 1 of POATR who are (i) persons who fall within the definition of
"investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "order"), or (ii) persons who fall within article 49(2)(a) to (d) of the order, or (c) persons to
whom it may otherwise be lawfully communicated ("UK Relevant Persons").
Any investment or investment activity to which this announcement relates is available only in member states of the
EEA to qualified investors and in the United Kingdom to UK Relevant Persons and will be engaged in only with qualified
investors in member states of the EEA and UK Relevant Persons in the United Kingdom. This announcement must not
be acted on or relied on by persons in a member state of the EEA who are not qualified investors or by persons in the
United Kingdom who are not UK Relevant Persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or any of its or their
respective directors, officers, employees, advisers or agents as to, or in relation to, the accuracy, completeness or
sufficiency of this announcement or any other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly disclaimed. Nothing contained in this
announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the
future. Neither of the Joint Bookrunners nor any of their respective affiliates nor any of its or their respective directors,
officers, employees, advisers or agents accepts any responsibility for its accuracy, completeness or verification and,
accordingly, each of the Joint Bookrunners and their respective affiliates and its and their respective directors, officers,
employees, advisers and agents disclaim, to the fullest extent permitted by applicable law, any and all liability which
they might otherwise be found to have in respect of this announcement or any such information or statement.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with
an investment in the Bookbuild Shares. No representation or warranty is made by the Company or the Joint Bookrunners
in connection with the Equity Raise nor the Bookbuild Shares, and any investment decision to buy Bookbuild Shares in
terms of the Equity Raise must be made solely on the basis of publicly available information which has not been
independently verified by the Joint Bookrunners.
The Joint Bookrunners are acting for the Company, and no one else, in connection with the Equity Raise and will not be
responsible to anyone other than the Company for providing the protections offered to its clients, nor for providing
advice in relation to the Equity Raise, the contents of this announcement or any transaction, arrangement or other
matter referred to herein.
Persons who are invited to and who choose to participate in the Equity Raise by making an offer to take up Bookbuild
Shares, will be deemed to have read and understood this announcement in its entirety and to be making such offer on
the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings,
contained herein. Each such person represents, warrants and acknowledges and undertakes that it is a person eligible
to subscribe for the Bookbuild Shares in compliance with the restrictions set forth herein and the applicable laws and
regulations in its home jurisdiction and in the jurisdiction (if different) in which it is physically resident.
The information in this announcement is subject to change without notice and neither the Joint Bookrunners nor, except
as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any
of the forward-looking statements contained herein.
In connection with the Equity Raise, any of the Joint Bookrunners and any of their respective affiliates may take up a
portion of the Bookbuild Shares in the Equity as a principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts such Bookbuild Shares and other securities of the Company or related investments
in connection with the Equity Raise or otherwise. Accordingly, references to the Bookbuild Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, any of the Joint Bookrunners and any of their respective affiliates acting in such
capacity. In addition each of the Joint Bookrunners and any of their respective affiliates may enter into financing
arrangements (including swaps, warrants or contracts for differences) with investors in connection with which each of
the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of Bookbuild
Shares. The Joint Bookrunners (and their respective affiliates) do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Information to Distributors: Solely for the purposes of the product governance requirements of Chapter 3 of the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Bookbuild Shares
have been subject to a product approval process, which has determined that such securities are: (i) compatible with an
end target market of retail investors and investors who meet the criteria of professional clients and eligible
counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK
Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note
that: the price of the Bookbuild Shares may decline and investors could lose all or part of their investment; the Bookbuild
Shares offer no guaranteed income and no capital protection; and an investment in the Bookbuild Shares is compatible
only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offering.
Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt,
the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a
recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Bookbuild Shares. Each distributor is responsible for undertaking its own UK Target Market
Assessment in respect of the Bookbuild Shares and determining appropriate distribution channels
Date: 19-05-2026 05:16:00
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