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FPT LGL LBH SBK
FPT LIBU LBH SBK
LGL / LBH / SBK / FPT - Liberty / Standard Bank / FPT - Acquisition By Liberty
Of 50% Of The Asset Management Operations In Relation To Fountainhead
Property Trust
Liberty Group Limited
Incorporated in the Republic of South Africa
Registration number 1957/002788/06
Share code: LGL
ISIN code: ZAE000057360
("Liberty" or "the company")
Liberty Holdings Limited
Incorporated in the Republic of South Africa
Registration number 1968/002095/06
Share code: LBH
ISIN code: ZAE000004032
Standard Bank Group Limited
Incorporated in the Republic of South Africa
Registration number 1969/017128/06
Share code: SBK
ISIN code: ZAE000109815
("Standard Bank")
Fountainhead Property Trust
A Collective Investment Scheme in property registered in terms of the Collective
Investment Schemes Control Act, No. 45 of 2002 and managed by Fountainhead
Property Trust Management Limited
Registration number 1983/003324/06
Share code: FPT
ISIN code: ZAE000097416
("FPT")
ACQUISITION BY LIBERTY OF 50% OF THE ASSET MANAGEMENT OPERATIONS IN RELATION TO
FOUNTAINHEAD PROPERTY TRUST
The transaction forming the subject of this announcement is classified as a
small related party transaction in terms of paragraph 10 of the JSE Limited
("JSE") Listings Requirements in respect of Liberty.
1. INTRODUCTION
Liberty has agreed terms with various subsidiaries of Standard Bank
(collectively, "the parties") to purchase 50% of the commercial enterprise
relating to the management of FPT, including 50% of the issued share capital of
Fountainhead Property Trust Management Limited ("FPTM"), the manager of FPT
("the transaction"). FPT is listed on the JSE.
2. RATIONALE
The transaction has been entered into in order to strengthen the strategic co-
operation between the parties insofar as their considerable real estate asset
management operations are concerned.
FPTM`s investment objective remains the creation of wealth for FPT`s unitholders
through the consistent generation of a total rate of return in excess of
inflation by optimising net rental growth, which, in turn, will maximise the
appreciation in value of the underlying property portfolio.
3. SALIENT TERMS OF THE TRANSACTION
3.1 Purchase consideration
The total purchase consideration in respect of the transaction is approximately
R186 million, to be paid in cash to Standard Bank on the effective date, which
is expected to be 31 March 2008, or such later date as may be agreed by the
parties.
3.2 Warranties
The agreement governing the transaction contains warranties that are normal for
a transaction of this nature.
4. FINANCIAL EFFECTS
The pro forma effects of the transaction on Liberty`s earnings and headline
earnings per share for the year ended 31 December 2007 and its net asset value
and tangible net asset value per share at that date are not significant (being
less than 3% in accordance with the definition contained in the JSE Listings
Requirements).
5. FAIRNESS OPINION
PricewaterhouseCoopers has acted as an independent expert to Liberty and is of
the opinion that the terms of the transaction are fair as far as the
shareholders of Liberty are concerned. This opinion has been lodged with the
JSE and will lie open for inspection at the company`s registered office for a
period of 28 days from the date of this announcement.
Johannesburg
27 March 2008
Sponsor to Liberty
Merrill Lynch South Africa (Pty) Limited
Sponsor to FPT and Standard Bank
Standard Bank
Attorneys to Standard Bank
Bowman Gilfillan
Attorneys to Liberty
Werksmans
Independent expert to Liberty
PWC
Date: 27/03/2008 10:43:02 Produced by the JSE SENS Department.
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employees and agents accept no liability for (or in respect of) any direct,
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