| Fri 11 May 2007, 9:10 | | MYT - Monyetla - Rights Offer To Monyetla Linked U |
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MYT JCMSIC
MYT
MYT - Monyetla - Rights Offer To Monyetla Linked Unitholders And
Declaration Of A Special Interim Interest Payment
MONYETLA PROPERTY FUND LIMITED
(formerly Calulo Property Fund Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1987/006274/06)
Share code: MYT & ISIN: ZAE000093761
("Monyetla" or "the Company")
RIGHTS OFFER TO MONYETLA LINKED UNITHOLDERS AND DECLARATION OF A SPECIAL
INTERIM INTEREST PAYMENT
1. Introduction
Monyetla linked unitholders ("unitholders") are hereby advised that
the Company is proceeding with a rights offer to its unitholders
("the rights offer") to raise R353 923 497.
2. Rationale
Monyetla recently acquired a portfolio of 24 properties ("the
Pangbourne property portfolio") from Pangbourne Properties Limited
("Pangbourne") for a purchase consideration of approximately R470
million, 50% of which is to be discharged against transfer by third
party debt funding secured by mortgage bonds over the properties and
the balance of which will be owed on loan account to Pangbourne
("the Pangbourne loan account"). The effective date of the
transaction will be 1 June 2007 and it is anticipated that the
transfer of the Pangbourne property portfolio will occur on or about
that date.
Monyetla is proceeding with the rights offer in order to raise funds
to settle the Pangbourne loan account. In addition, Monyetla will
repay a portion of the third party debt funding, providing
facilities to enable the Company to acquire further quality income-
producing assets should these become available.
3. Terms of the rights offer
The rights offer will be for 114 168 870 linked units ("rights offer
linked units") to be issued at an issue price of 310 cents per
rights offer linked unit in the ratio of 123,68926 rights offer
linked units for every 100 Monyetla linked units ("linked 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, 1 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
The rights offer has been fully underwritten by Pangbourne in terms
of an underwriting agreement between Monyetla and Pangbourne, dated
12 March 2007. Any remaining rights offer linked units not taken up
pursuant to the rights offer will be taken up by Pangbourne or its
sub-underwriters, at 310 cents per rights offer linked unit. The
underwriting commission payable to Pangbourne by Monyetla is R6
million, exclusive of Value Added Tax ("VAT"), which is considered
by the Company to be market related.
5. Pangbourne rights offer of linked units
Pangbourne is proceeding with a simultaneous renounceable rights
offer to its combined unitholders of 41 543 274 rights offer linked
units comprising a portion of the rights offer linked units to which
Pangbourne is entitled. One of the purposes of this is to increase
the Monyetla unitholder spread. Unitholders are referred to the
announcement by Pangbourne published contemporaneously with this
announcement.
Pangbourne will not trade its rights to the 41 543 274 letters of
allocation in respect of the rights offer linked units, as the
rights will be tradeable by Pangbourne combined unitholders in terms
of the rights offer by Pangbourne to its combined unitholders of
rights offer linked units.
Pangbourne will subscribe for approximately 30,7 million rights
offer linked units to ensure that Pangbourne`s unitholding in
Monyetla is not reduced to below 41%.
6. Regulatory approvals
The JSE Limited ("JSE") has granted approval for the listing of 114
168 870 letters of allocation with effect from Monday, 4 June 2007
under the share code: "MYTN" and ISIN: ZAE000095311 and for the
listing of 114 168 870 rights offer linked units with effect from
Monday, 18 June 2007 under the share code: "MYT" and ISIN:
ZAE000093761.
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 granted approval for the rights
offer.
7. Special interim interest payment
A special interim interest payment is to be made 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 linked units
in issue prior to the rights offer, to 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
rights offer, so that subscribers for rights offer linked units will
only receive interest payments in respect of rights offer linked
units from the date of closing of the rights offer. Unitholders
recorded in the register prior to the closing of the rights offer
will get the benefit of the interest payment for the period from 1
January 2007 to 22 June 2007. Any 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 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 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 linked unit in respect
of the period 1 January 2007 to 22 June 2007 will be published
according to the time table set out in paragraph 9 below.
8. Financial information
8.1 Unaudited pro forma financial effects of the rights offer
The unaudited pro forma financial effects in respect of the rights
offer on the net asset value ("NAV") and tangible net asset value
("TNAV") per linked unit are set out in the table below. The
unaudited pro forma financial effects of the rights offer are
presented for illustrative purposes only and because of their nature
may not fairly present the financial position of Monyetla after the
rights offer.
Unaudited pro Unaudited Percentage
forma before pro forma change
the rights after the (%)
offer rights offer
(cents) (cents)
NAV per linked 154 238 54.55
unit
TNAV per linked 154 238 54.55
unit
Notes:
1. The NAV and TNAV per linked unit, as set out in the "Unaudited
pro forma before the rights offer" column of the table above
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.
2. The NAV and TNAV per linked unit, as set out in the "Unaudited
pro forma after the rights offer" column of the table above are
based on the assumptions that:
- the rights offer was effected on 31 December 2006;
- the 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 linked units in issue.
8.2 Forecast financial information
The forecast income statement for the entire Monyetla property
portfolio, including the Pangbourne property portfolio. is the
responsibility of the 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 to 54 431
unitholders
Distribution to unitholders (52 082)
Profit before taxation 2 349
Deferred Taxation (681)
Profit for the period 1 668
Distributable earnings 52 082
Weighted average number of linked units (000) 206 472
Distributable earnings per linked unit (cents) 25,2
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.
9. Salient dates and times
The salient dates and times in respect of the rights offer and the
special interim interest payment are set out in the table below.
2007
Last day to trade in linked units in order Friday, 25 May
to settle trades by the record date for
the rights offer and to qualify to
participate in the rights offer (cum
rights) on
Linked units commence trading ex-rights on Monday, 28 May
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 linked units Monday, 4 June
will have their accounts at their CSDP or
broker automatically credited with their
letters of allocation on
Holders of certificated linked units will Monday, 4 June
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
Distribution finalisation announcement on Friday, 8 June
Last day to trade for distribution on Friday, 15 June
Last day for form of instruction to be Friday, 15 June
lodged by holders of certificated linked
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 allocation Friday, 15 June
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
Linked units trade ex-distribution on Monday, 18 June
Listing and trading of rights offer linked Monday, 18 June
units commences on the JSE at 09:00 on
Record date for distribution on Friday, 22 June
Record date for letters of allocation on Friday, 22 June
Rights offer closes at 12:00 and payment Friday, 22 June
to be made and form of instruction lodged
by holders of certificated linked units
with the transfer secretaries by that time
on (see notes 2 and 4) on
CSDP/broker accounts credited with rights Monday, 25 June
offer linked units and debited with any
payments due in respect of holders of
dematerialised rights offer linked units
on (see note 4)
Refund cheques (if applicable) posted to Monday, 25 June
holders of certificated linked units on or
about
Results of rights offer released on SENS Monday, 25 June
on or about
Distribution payment credited to accounts Tuesday, 26 June
at their CSDP/broker in respect of holders
of dematerialised linked units on or
posted to holders of certificated linked
units on or about
Results of rights offer published in the Tuesday, 26 June
press on or about
Rights offer linked units certificates in Tuesday, 26 June
terms of the rights offer posted to
holders of certificated rights offer
linked units on or about
Notes:
1. 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.
2. Holders of dematerialised linked 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.
3. Unit certificates may not be dematerialised or rematerialised
between Monday, 28 May 2007 and Friday, 1 June 2007, both days
inclusive and Monday, 18 June 2007 and Friday, 22 June 2007,
both days inclusive.
4. CSDPs effect payment in respect of holders of dematerialised
linked units on a delivery versus payment basis.
10. Documentation
A circular setting out the details of the rights offer will be
posted to unitholders on or about 4 June 2007 (``the rights offer
circular"). Given that Monyetla will be issuing in excess of 30% of
the current issued share capital in Monyetla for the purposes of the
rights offer, revised listing particulars regarding Monyetla will be
attached to the rights offer circular in terms of the Listings
Requirements of the JSE.
Craighall
11 May 2007
Investment bank and sponsor
The Standard Bank of South Africa Limited
Corporate law advisors to Monyetla
Cliffe Dekker Inc.
Joint reporting accountants
PricewaterhouseCoopers Advisory Services (Proprietary) Limited
Deloitte & Touche
Auditors
PricewaterhouseCoopers Inc.
Underwriter
Pangbourne Properties Limited
Corporate law advisors to the underwriter
Edward Nathan Sonnenbergs Inc.
Date: 11/05/2007 09:10:38 Produced by the JSE SENS Department.
