| Fri 11 May 2007, 9:11 | | PAP - Pangbourne - Rights offer to Pangbourne Comb |
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PAP JCMSICMYT
PAP
PAP - Pangbourne - Rights offer to Pangbourne Combined unitholders
PANGBOURNE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1987/002352/06)
Share code: PAP ISIN: ZAE000005252
("Pangbourne" or "the Company")
RIGHTS OFFER TO PANGBOURNE COMBINED UNITHOLDERS OF LINKED UNITS IN MONYETLA
PROPERTY FUND LIMITED REGISTRATION NUMBER 1987/006274/06 (FORMERLY CALULO
PROPERTY FUND LIMITED) ("MONYETLA")
1. Introduction
Pangbourne combined unitholders ("unitholders") are hereby advised that the
Company is proceeding with a rights offer to its unitholders ("the rights
offer") of linked units in Monyetla, a Pangbourne subsidiary. The rights offer
is pursuant to a simultaneous rights offer by Monyetla to its unitholders,
including Pangbourne, of 114 168 870 Monyetla linked units at an issue price
of 310 cents per Monyetla linked unit ("Monyetla rights offer linked units")
("the Monyetla rights offer").
2. Rationale
Pangbourne, following its strategy of owning significant stakes in specialised
funds, currently holds 63,4% of the issued linked units in Monyetla and, as
such, Monyetla comprises the office fund leg of the Pangbourne "octopus
strategy". It is however, Pangbourne`s intention to reduce its holding to
between 41% and 45% of the issued linked units in Monyetla, as its policy is
to hold less than 50% in such specialised funds. Monyetla has proposed the
Monyetla rights offer to raise approximately R354 million, partly to repay a
loan account of approximately R235 million owing to Pangbourne, being the
balance of the purchase price for the acquisition of a portfolio of 24
properties by Monyetla from Pangbourne ("the Pangbourne property portfolio")
and partly to settle third party debt funding. In order to enable unitholders
to participate directly in the growth of Monyetla, to assist Pangbourne in
reducing its stake in Monyetla and to increase the unitholder spread in
Monyetla, Pangbourne has determined to renounce some of its rights to
subscribe for Monyetla linked units in terms of the Monyetla rights offer to
unitholders in terms of the rights offer. Pangbourne will subscribe for
approximately 30,7 million Monyetla rights offer linked units to ensure that
Pangbourne`s unitholding in Monyetla is not reduced below 41% ("Pangbourne
minimum subscription").
Unitholders are referred to the announcement by Monyetla regarding the
Monyetla rights offer which has been published contemporaneously with this
announcement, for further details relating to the Monyetla rights offer.
Terms of the rights offer
Pangbourne intends to follow its rights in terms of the Monyetla rights offer
in respect of a portion of the Monyetla rights offer and to renounce the
balance of its entitlement to Pangbourne unitholders in terms of the rights
offer.
Consequently, the rights offer by Pangbourne to its unitholders will be for 41
543 274 Monyetla linked units to be issued at an issue price of 310 cents per
Monyetla rights offer linked unit in the ratio of 16,6062 Monyetla rights
offer linked units for every 100 Pangbourne combined units ("combined units")
held at the close of business on Friday, 25 May 2007.
Unitholders recorded in the register on the record date for the rights offer,
Friday, 22 June 2007, will be entitled to participate in the rights offer.
Provision has been made for excess applications in terms of the rights offer.
4. Underwriting
4.1 Rights offer
The rights offer will not be underwritten.
4.2 Monyetla rights offer
Pangbourne has agreed to underwrite and subscribe (or procure subscriptions
from its sub-underwriters) for all Monyetla rights offer linked units that are
not subscribed for in terms of the Monyetla rights offer by other Monyetla
linked unitholders, or their renouncees, who fail to follow their rights, up
to the maximum of all the Monyetla linked units that have been offered in
terms of the Monyetla rights offer ("the Pangbourne underwriting agreement").
This may result in Pangbourne`s interest in Monyetla, subsequent to the
Monyetla rights offer, being between a minimum of 41% and a maximum of 82% of
the Monyetla linked units in issue. The underwriting commission payable to
Pangbourne by Monyetla is R6 million exclusive of Value Added Tax ("VAT").
5. Regulatory approvals
Rights offer
The JSE Limited ("JSE") has granted approval for the listing of 41 543 274
letters of allocation in respect of the Monyetla rights offer linked units
with effect from Monday, 4 June 2007 in respect of the rights offer under the
share code: "PAPN" and ISIN: ZAE000096525. Such letters of allocation will not
give rise to any rights to any additional combined units.
Pangbourne will not trade its rights to the 41 543 274 letters of allocation
in respect of the Monyetla rights offer linked units, as the rights will be
tradeable by unitholders in terms of the rights offer.
The form of instruction in respect of the rights offer was registered by the
Registrar of Companies, appointed under the Companies Act No. 61 of 1973 on
Thursday, 10 May 2007.
The South African Reserve Bank has approved the rights offer.
Monyetla rights offer
The JSE has granted approval for the listing of 114 168 870 letters of
allocation in respect of Monyetla linked units with effect from Monday, 4 June
2007 under the share code: "MYTN" and ISIN: ZAE000095311 and for the listing
of 114 168 870 Monyetla rights offer linked units which includes the 41 543
274 Monyetla rights offer linked units offered to unitholders in terms of the
rights offer. This will be with effect from Monday, 18 June 2007 under the
share code: "MYT" and ISIN: ZAE000093761.
6. Special interim interest payment to holders of Monyetla linked units
A special interim interest payment is to be made by Monyetla to Monyetla
linked unitholders in respect of the period commencing on 1 January 2007 and
ending on 22 June 2007, with payment being made on 26 June 2007, in respect of
the Monyetla linked units in issue prior to the Monyetla rights offer, to
Monyetla linked unitholders recorded in the register on 22 June 2007.
This is pursuant to a special resolution approved by the debentures holders of
Monyetla on 19 April 2007 to vary the interest payment periods for 2007 to
take account of the Monyetla rights offer, so that subscribers for Monyetla
rights offer linked units will only receive interest payments in respect of
Monyetla rights offer linked units from the date of closing of the Monyetla
rights offer. Monyetla linked unitholders recorded in the register prior to
the closing of the Monyetla rights offer will get the benefit of the interest
payment for the period from 1 January 2007 to 22 June 2007. Any Monyetla
rights offer linked units acquired in terms of the rights offer will not be
entitled to the special interim interest payment for the period 1 January 2007
to 22 June 2007
The interest income due to Monyetla linked unitholders for the period 23 June
2007 to 30 June 2007 will be incorporated into the interest payment period
ending on 31 December 2007, such interest payment to be made within the period
prescribed in the Monyetla debenture trust deed in respect of the normal six-
month interest payment period ending on 31 December 2007.
Details of the amount of the distribution per Monyetla linked unit in respect
of the period 1 January 2007 to 22 June 2007 will be released on SENS and
published in the press.
7. Financial information
Financial information in respect of Pangbourne
The financial effects of the Monyetla rights offer and the rights offer,
respectively, on the net asset value ("NAV") and tangible net asset value
("TNAV") per combined unit are not significant, irrespective of whether
Pangbourne only takes up the Pangbourne minimum subscription or whether
Pangbourne is required to take up all the Monyetla rights offer linked units
in terms of the Pangbourne underwriting agreement, in addition to the
Pangbourne minimum subscription and consequently no pro forma financial
effects for Pangbourne have been included in this announcement.
As the funds raised from the rights offer will accrue to Monyetla, no capital
will be raised by Pangbourne in terms of the rights offer.
Unaudited pro forma financial effects of the Monyetla rights offer on Monyetla
The unaudited pro forma financial effects on Monyetla in respect of the
Monyetla rights offer on the NAV and TNAV per Monyetla linked unit are set out
in the table below. The unaudited pro forma financial effects of the Monyetla
rights offer are presented for illustrative purposes only and because of its
nature may not fairly present the financial position of Monyetla after the
Monyetla rights offer.
Unaudited Percentage
pro forma Unaudited change
before the pro forma (%)
Monyetla after the
rights offer Monyetla
(cents) rights offer
(cents)
NAV per 154 238 54.55
Monyetla
linked unit
TNAV per 154 238 54.55
Monyetla
linked unit
Notes:
1. The NAV and TNAV per Monyetla linked unit, as set out in the "Unaudited
pro forma before the rights offer" column of the table have been extracted
from the unaudited pro forma balance sheet of Monyetla as at 31 December 2006,
which was contained in Annexure 3 of the circular to Monyetla unitholders
dated 28 March 2007 and reported on by PricewaterhouseCoopers Advisory
Services (Proprietary) Limited.
The NAV and TNAV per Monyetla linked unit, as set out in the "Unaudited pro
forma after the Monyetla rights offer" column of the table above are based on
the assumptions that:
- the Monyetla rights offer was effected on 31 December 2006;
- the Monyetla rights offer has been subscribed in full and hence a portion
of debt has been repaid;
- an underwriting commission of R6 million exclusive of VAT has been paid
to Pangbourne; and
- there are 204 342 849 Monyetla linked units in issue.
Forecast financial information for Monyetla
The forecast income statement for the entire Monyetla property portfolio,
including the Pangbourne property portfolio is the responsibility of the
Monyetla directors and has been prepared for the 12 months ending 30 June 2008
and is set out in the table below.
R 000
Revenue 127 014
Straight-line operating lease adjustment 2 349
Net building costs (27 632)
Net profit 101 731
Administrative costs (7 053)
Finance costs (40 247)
Profit before taxation and distribution 54 431
to Monyetla linked unitholders
Distribution to Monyetla linked (52 082)
unitholders
Profit before taxation 2 349
Deferred Taxation (681)
Profit for the period 1 668
Distributable earnings 52 082
Weighted average number of Monyetla 206 472
linked units (000)
Distributable earnings per Monyetla 25,2
linked unit (cents)
Notes:
1. Principal assumptions used in the preparation of the forecast are:
- the economic conditions and political stability in South Africa will not
materially deteriorate;
- there are no material unforeseen economic factors that will affect the
tenants` abilities to meet their commitments in terms of existing lease
agreements;
contracted revenue is based upon existing lease agreements;
the forecast income statement has been compiled in accordance with
Monyetla`s future accounting principles and International Financial
Reporting Standards, on an aggregated basis;
- where a lease expires in respect of existing tenants within the forecast
period, this lease will be renewed or a new tenant will be secured within
a reasonable time period ranging from one to six months, on average, at
fair market rates;
- on a portfolio basis, an appropriate debt provision per tenant has been
raised against total gross income;
- operating expenditure has been determined after taking into account
historical costs; and
- company tax does not exceed 29%.
2. Finance costs will be dependent on the projected financing structure in
respect of the fixed and variable debt. Interest payable on the debt funding
will be at a blended rate of 9% per annum.
3. The value of the properties and the value of any interest rate swaps are
expected to remain the same.
8. Salient dates and times
2007
Last day to trade in combined units in Friday, 25 May
order to settle trades by the record date
for the rights offer and to qualify to
participate in the rights offer (cum
rights) on
Combined units commence trading ex-rights Monday, 28 May
on the JSE at 09:00 on
Listing of and trading in the letters of Monday, 28 May
allocation commences at 09:00 on
Record date for the rights offer for Friday, 1 June
purposes of determining unitholders
entitled to participate in the rights
offer at the close of business on
Rights offer opens at 09:00 on Monday, 4 June
Holders of dematerialised combined units Monday, 4 June
will have their accounts at their CSDP or
broker automatically credited with their
letters of allocation on
Holders of certificated combined units Monday, 4 June
will have their letters of allocation
credited to an electronic register at the
transfer secretaries on
Circular and, where applicable, form of Monday, 4 June
instruction posted to unitholders on
Last day for form of instruction to be Friday, 15 June
lodged by holders of certificated
combined units wishing to sell all or
part of their entitlement with the
transfer secretaries by 12:00 on
Last day to trade in letters of Friday, 15 June
allocation in order to settle trades by
the record date for the rights offer and
participate in the rights offer at the
close of business on
Listing and trading of rights offer Monday, 18 June
Monyetla linked units commences on the
JSE at 09:00 on
Record date for letters of allocation on Friday, 22 June
Rights offer closes at 11:30 and payment Friday, 22 June
to be made and form of instruction lodged
by holders of certificated combined units
with the transfer secretaries by that
time on (see notes 2 and 4)
CSDP/broker accounts credited with rights Monday, 25 June
offer Monyetla linked units and debited
with any payments due in respect of
holders of dematerialised Monyetla rights
offer linked units on (see note 4)
Refund cheques (if applicable) posted to Monday, 25 June
holders of certificated combined units on
or about
Results of rights offer released on SENS Monday, 25 June
on or about
Results of rights offer published in the Tuesday, 26 June
press on or about
Rights offer Monyetla linked units Tuesday, 26 June
certificates in terms of the rights offer
posted to holders of certificated
combined units on or about
Notes:
These dates and times are subject to change. Any such change
will be released on SENS and published in the press. All times
referred to in this announcement are local times in South
Africa.
Holders of dematerialised combined units are required to notify
their duly appointed CSDP/ broker of the action they wish to
take in respect of the rights offer in the manner and by the
time stipulated in the agreement governing the relationship
between the unitholder and his or her CSDP/broker.
Combined unit certificates may not be dematerialised or
rematerialised between Monday, 28 May 2007 and Friday, 1 June
2007, both days inclusive.
CSDPs effect payment in respect of holders of dematerialised
combined units on a delivery versus payment basis.
9. Documentation
A Pangbourne rights offer circular including revised listing particulars for
Monyetla, issued in terms of the Listings Requirements of the JSE, setting out
the details of the rights offer will be posted to unitholders on or about 4
June 2007.
Craighall
11 May 2007
Investment bank and sponsor
The Standard Bank of South Africa Limited
Reporting accountants and auditors
Deloitte & Touche
Corporate law advisors
Edward Nathan Sonnenbergs Inc.
Date: 11/05/2007 09:11:44 Produced by the JSE SENS Department.
