| Wed 12 Dec 2007, 15:05 | | HYP - Hyprop - Financial Effects Of Acquisition Of Sycom Units, Fairness |
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HYP
HYP
HYP - Hyprop - Financial Effects Of Acquisition Of Sycom Units, Fairness
Opinion And Withdrawal Of Cautionary Announcement
Hyprop Investments Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1987/005284/06)
Share Code: HYP
ISIN Code: ZAE000003430
("Hyprop")
FINANCIAL EFFECTS OF ACQUISITION OF SYCOM UNITS, FAIRNESS OPINION AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Hyprop combined unitholders are referred to the announcement dated 29
October 2007 relating to the acquisition by Hyprop of 64 214 985 units in
Sycom Property Fund ("Sycom") from a number of parties including Stanlib and
Redefine Income Fund Limited ("Redefine")("the acquisition").
OPINION OF THE INDEPENDENT PROFESSIONAL EXPERT
As previously announced, given that Stanlib and Redefine are material
holders of Hyprop combined units, the acquisition of Sycom units from each
of Stanlib and Redefine comprise small related party transactions.
Hyprop appointed Grant Thornton and Merchant Sponsors (Pty) Ltd, as joint
independent professional experts ("the independent experts"), to asses the
fairness of the Redefine and Stanlib acquisitions.
The independent experts have concluded that in their opinion the terms of
the Redefine and Stanlib acquisitions are fair to Hyprop combined
unitholders. A copy of the fairness opinion will be available for inspection
at the offices of Hyprop, being 3rd Floor, North Block, Hyde Park Shopping
Centre, Jan Smuts Avenue, until 9 January 2007.
FINANCIAL EFFECTS
The unaudited pro forma financial effects of the acquisition are set out
below. The financial effects are the responsibility of the Hyprop board and
are presented for illustrative purposes only. Accordingly, they may not give
a fair reflection of Hyprop`s financial position and results of operations
after the acquisition.
Before the After the % change
acquisition acquisition
(cents) (cents)
Historical earnings per 491.5 550.5 12.0
combined unit (EPU)
Historical headline 153.3 256.6 67.4
earnings per combined
unit(HEPU)
Distributable earnings per 129.9 134.4 3.4
combined unit
Net asset value per 3,476 3,669 5.5
combined unit (NAV)
Net tangible asset value 3,476 3,669 5.5
per combined unit (NTAV)
Number of combined units in 144,369 166,113 15.1
issue (`000)
Weighted average number of 144,369 166,113 15.1
combined units in issue
(`000)
Notes:
1. The financial effects are based on Hyprop`s published reviewed
financial results for the six months ended 30 June 2007.
2. The historical earnings, headline earnings and distributable
earnings per combined unit in the `after` column have been
calculated on the assumption that the acquisitions took place on 1
January 2007 and incorporate the following principle assumptions:
a. A cash payment of R51.3 million and a debt interest rate of
10.6%;
b. A Hyprop combined unit price of R38.50 on 1 January 2007 and
R43.85 on 30 June 2007;
c. A Sycom unit price of R17.10 on 1 January 2007 and R19.70 on
30 June 2007; and
d. 144 369 188 Hyprop combined units in issue on 1 January 2007
and 166 113 169 in issue on 30 June 2007.
3. The NAV and NTAV per combined unit in the `after` column have been
calculated on the assumption that the acquisitions took place on 30
June 2007 and incorporate the following principle assumptions:
a. A Hyprop combined unit price and a Sycom unit price on 30
June 2007 of R43.85 and R19.70 respectively; and
b. 144 369 188 Hyprop combined units in issue on 1 January 2007
and 166 113 169 in issue on 30 June 2007.
WITHDRAWAL OF CAUTIONARY
Hyprop combined unitholders are advised that they are no longer required to
exercise caution when dealing in Hyprop combined units.
Rosebank
12 December 2007
Corporate advisor, legal advisor and sponsor
Java Capital (Proprietary) Limited
Joint independent expert
Grant Thornton Johannesburg
Joint independent expert
Merchant Sponsors (Proprietary) Limited
Date: 12/12/2007 15:05:34 Produced by the JSE SENS Department.
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