| Fri 10 Aug 2007, 12:05 | | Octodec /Premium - Issue of new linked units |
|
OCT PMM
OCT PMM
OCT/PMM - Octodec /Premium - Issue of new linked units
Octodec Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
Share Code: OCT
ISIN:ZAE000005104
("Octodec")
Premium Properties Limited
(Incorporated in the Republic of South Africa
(Registration number 1994/003601/06)
Share Code: PMM
ISIN:ZAE000009254
("Premium")
Issue of new linked units by Octodec and Premium to fund certain refurbishments
and greenfields projects ("the new developments")
1 Introduction
Octodec and Premium ("the Funds") linked unitholders are advised that the
Funds, in conjunction with Nedbank Capital, have concluded a private
placement of new linked units in the Funds, with selected institutions, to
fund the new developments ("private placement").
2 The placing
The placing process entailed:
* the issue by Octodec of new linked units at an issue price of R18.51
per new linked unit, which includes a notional distribution prepayment
of R0.25 per new linked unit; and
* the issue by Premium of new linked units at an issue price of R13.86
per new linked unit, which includes a notional distribution prepayment
of R0.19 cents per new linked unit.
The new Octodec linked units will be issued at a 0% discount to the 30 day
volume weighted average traded price per Octodec linked unit measured over
the 30 trading days prior to the date that the price of the new Octodec
linked units were agreed to by the Octodec directors.
The new Premium linked units will be issued at a discount of 0.4% to the 30
day volume weighted average traded price per Premium linked unit over the
30 days prior to the date that the price of new Premium linked units were
agreed to by the Premium directors.
The new linked units will rank pari passu with the existing linked units in
the Funds from the date of their issue.
Through the private placement:
* Octodec has raised R200 million in capital and R2.7 million in
notional distribution prepayments; and
* Premium has raised R186 million in capital and R2.6 million in
notional distribution prepayments.
On Wednesday, 8 August 2007, the JSE Limited ("JSE") listed 10 952 903
Octodec new linked units and 13 632 019 Premium new linked units, that were
issued in this regard, taking Octodec`s total issued linked units to 89 297
472 and Premium`s total issued linked units to 127 239 058.
3. The Octodec new developments
The equity capital raised by Octodec will be used to fund new developments.
Octodec will in addition to the new developments also utilise a portion of
the capital raised to fund various other projects to be undertaken by an
associate company, IPS Investments (Pty) Ltd ("IPS") as well as to repay
debt in the short term.
Given that the new developments will take between 12 and 24 months to
complete, alternative means of funding, dependant on market conditions,
could be considered and implemented prior to completion of the projects.
Octodec has adequate borrowing capacity to cover the full cost of these
projects.
The new developments are in line with Octodec`s strategy of extracting
value from its existing portfolio.
4 Financial effects on Octodec
While the new developments will not have a material effect on Octodec`s
distribution per linked unit, earnings per linked unit, headline earnings
per linked unit or net asset value ("NAV") per linked unit in the short
term, they are enhancing to Octodec`s distribution per linked unit and NAV
per linked unit going forward.
Based on the unaudited interim financial results of Octodec for the six
month period ended 28 February 2007, the pro forma financial effects of the
issue of new Octodec linked units on Octodec`s distribution per linked
unit, earnings per linked unit, headline earnings per linked unit and NAV
per linked unit, are set out below. The pro forma financial information has
been prepared for illustrative purposes only and because of its nature may
not give a true picture of Octodec`s financial position, nor the effect and
impact of the issue of new Octodec linked units on Octodec going forward.
The pro forma financial information is the responsibility of the directors
of Octodec.
Before the After the % Change
issue of new issue of
Octodec new Octodec
linked linked
units(1) units (3)
(5)
NAV (cents) (2) 1331.0 1391.7 4.6
Distribution per linked unit
(cents) (4) 54.0 58.6 8.5
Earnings per linked unit
(cents) 235.1 217.5 (7.5)
Headline earnings per linked
unit (cents) 57.2 61.4 7.3
Units in issue (`000) 78 344 89 297
Notes:
1 Based on the unaudited interim financial result of Octodec for the six
month period ended 28 February 2007.
2 Based on the assumption that the issue of new Octodec linked units
took place on 28 February 2007.
3 Based on the assumption that the issue of new Octodec linked units
took place on 1 September 2006 and that the proceeds from the capital
raised were used to settle debt at an interest cost of 10% per annum.
4 It has been assumed that the cash savings resulting from the proceeds
of the capital raised, will be distributed to Octodec linked unit
holders.
5 Assumed that the proceeds from the issue of the new Octodec linked
units are used to reduce the borrowings of Octodec.
5. The Premium new developments
The equity capital raised by Premium will be used to fund new developments.
Premium will in addition to the new developments also utilise a portion of
the capital raised to fund various other projects to be undertaken by an
associate company, IPS as well as to repay debt in the short term.
Given that the new developments will take between 12 and 24 months to
complete, alternative means of funding, dependant on market conditions,
could be considered and implemented prior to completion of the projects.
Premium has adequate borrowing capacity to cover the full cost of these
projects.
The new developments are in line with Premium`s strategy of extracting
value from its existing portfolio.
6 Financial effects on Premium
While the new developments will not have a material effect on Premium`s
distribution per linked unit, earnings per linked unit, headline earnings
per linked unit or NAV per linked unit in the short term, they are
enhancing to Premium`s distribution per linked unit and NAV per linked unit
going forward.
Based on the audited financial results of Premium for the year ended 28
February 2007, the pro forma financial effects of the issue of new Premium
linked units on Premium`s distribution per linked unit, earnings per linked
unit, headline earnings per linked unit and NAV per linked unit, are set
out below. The pro forma financial information has been prepared for
illustrative purposes only and because of its nature may not give a true
picture of Premium`s financial position, nor the effect and impact of the
issue of new Premium linked units on Premium going forward. The pro forma
financial information is the responsibility of the directors of Premium.
Before the After the % Change
issue of new issue of
Premium new Premium
linked linked
units(1) units (3)
(5)
NAV (cents) (2) 812.0 871.5 7.3
Distribution per linked unit 72.5 79.4 9.5
(cents) (4)
Earnings per linked unit 287.3 271.2 (5.6)
(cents)
Headline earnings per linked 74.6 81.3 8.9
unit (cents)
Units in issue (`000) 113 607 127 239
Notes:
1 Based on the audited financial result of Premium for the year ended 28
February 2007.
2 Based on the assumption that the issue of new Premium linked units
took place on 28 February 2007.
3 Based on the assumption that the issue of new Premium linked units
took place on 1 March 2006 and that the proceeds from the capital
raised were used to settle debt at an interest cost of 10% per annum.
4 It has been assumed that the cash savings resulting from the proceeds
of the capital raised, will be distributed to Premium linked unit
holders.
5 Assumed that the proceeds from the issue of the new Premium linked
units are used to reduce the borrowings of Premium.
Pretoria
10 August 2007
Investment bank and sponsor Property and Asset Management Company
Nedbank Capital City Property Administration
Date: 10/08/2007 11:45:49 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
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.
