| Wed 9 Apr 2008, 17:17 | | PAP / SYA - Pangbourne / Siyathenga - Financial ef |
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PAP SYA
PAP SYA
PAP / SYA - Pangbourne / Siyathenga - Financial effects, circulars and
withdrawal of cautionary
Pangbourne Properties Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1987/002352/06)
Share Code: PAP ISIN Code: ZAE000005252
("Pangbourne")
Siyathenga Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2004/005198/06)
Share Code: SYA ISIN Code: ZAE000069530
("Siyathenga")
FINANCIAL EFFECTS, CIRCULARS AND WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Pangbourne and Siyathenga unitholders are referred to the joint Pangbourne /
Siyathenga announcement dated 25 February 2008 in relation to Pangbourne`s firm
intention to offer to acquire all the issued Siyathenga linked units which it
does not already own ("the transaction").
UNAUDITED PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects of the transaction on Pangbourne`s
historical distribution per combined unit, earnings per combined unit and
headline earnings per combined unit for the six months ended 31 December 2007
and net asset value per combined unit and tangible net asset value per combined
unit at 31 December 2007 are set out below.
The pro forma financial effects have been prepared for illustrative purposes
only, to provide information on how the transaction may have impacted on the
historical results and financial position of Pangbourne. Because of their
nature, they may not fairly present Pangbourne`s financial position after the
transaction or the effect of the transaction on Pangbourne`s future earnings.
The pro forma financial effects are the responsibility of the directors of
Pangbourne.
Historical Pro forma Change
before the after the (%)
transaction transaction
(cents) (cents)
Distribution per combined unit 57.50 59.92 4.2
Earnings per combined unit 66.26 53.39 (19.4)
Headline earnings per combined unit 41.05 31.12 (24.2)
Net asset value per combined unit 1,214.00 1,275.00 5.0
Tangible net asset value per combined 1,196.00 1,162.00 (2.8)
unit
Weighted average combined units in 272 149 957 308 033 616 35 883 659
issue for the six months ended 31
December 2007
Combined units in issue at 31 December 297 435 172 351 175 382 53 740 210
2007
Notes and assumptions:
1 The amounts set out in the "Historical before the transaction" column have
been extracted from Pangbourne`s reviewed results for the six months ended
31 December 2007.
2 Distribution per combined unit, earnings per combined unit and headline
earnings per combined unit, as set out in the "Pro forma after the
transaction" column, reflect the effects of the transaction on distribution
per combined unit, earnings per combined unit and headline earnings per
combined unit for the six months ended 31 December 2007 based on the
following assumptions:
- the transaction was implemented on 1 July 2007; and
- at 1 July 2007, there were 116 746 704 Siyathenga linked units in
issue of which 52 531 136 were held by Pangbourne, and Pangbourne
acquired the balance of 64 215 568 units in exchange for 35 883 659
Pangbourne combined units.
3 Net asset value per combined unit and tangible net asset value per combined
unit, as set out in the "Pro forma after the transaction" column, reflect
the effect of the transaction on net asset value per combined unit and
tangible net asset value per combined unit at 31 December 2007 based on the
following assumptions:
- the transaction was implemented on 31 December 2007;
- at 31 December 2007, there were 148 701 876 Siyathenga linked units in
issue of which 52 531 136 were held by Pangbourne, and Pangbourne
acquired the balance of 96 170 740 units in exchange for 53 740 210
Pangbourne combined units; and
- goodwill has been adjusted for the excess of the fair value of the
purchase consideration (calculated using the Pangbourne combined unit
price of R16.10 on 22 February 2008, including Pangbourne`s previous
investment in 52 531 136 linked units of Siyathenga and the
capitalised estimated transaction costs, over the fair value of the
assets and liabilities being acquired in terms of the acquisition. The
fair value of investment properties has been based on Siyathenga`s
interim results as at 31 December 2007. The Siyathenga properties were
last valued at 30 June 2007 and will be revalued on the effective
date. When the purchase price allocation is performed the split
between goodwill and investment properties will be calculated.
CIRCULARS
The following circulars will be sent on or about Thursday, 17 April 2008:
- a revised listing particulars circular relating to the transaction and
incorporating notices of general meetings will be sent to Pangbourne
unitholders; and
- a scheme circular containing more detail in relation to the scheme and
incorporating notices of scheme meetings will be sent to Siyathenga
unitholders.
WITHDRAWAL OF CAUTIONARY
Caution is no longer required to be exercised by Pangbourne or Siyathenga
unitholders when dealing in their securities.
Craighall
9 April 2008
Corporate advisor, legal advisor and sponsor to Pangbourne and transaction
sponsor to Siyathenga
Java Capital (Proprietary) Limited
Sponsor to Siyathenga
Deloitte & Touche Sponsor Services (Proprietary) Limited
Reporting accountants to Pangbourne
Deloitte & Touche
Date: 09/04/2008 16:35:01 Produced by the JSE SENS Department.
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