| Wed 9 Apr 2008, 17:22 | | PAP/IFR - Pangbourne / iFour - Financial effects, |
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IFR PAP
IFR PAP
PAP/IFR - Pangbourne / iFour - 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")
iFour Properties Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2001/016118/06)
Share Code: IFR ISIN Code: ZAE000039236
("iFour")
FINANCIAL EFFECTS, CIRCULARS AND WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Pangbourne and iFour unitholders are referred to the joint Pangbourne / iFour
announcement dated 25 February 2008 in relation to Pangbourne`s firm intention
to offer to acquire all the issued iFour 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 58.42 1.6
Earnings per combined unit 66.26 64.86 (2.1)
Headline earnings per combined unit 41.05 45.20 10.1
Net asset value per combined unit 1,214.00 1,290.00 6.3
Tangible net asset value per combined 1,196.00 1,175.00 (1.8)
unit
Weighted average combined units in 272 149 957 342 243 792 70 093 835
issue for the six months ended 31
December 2007
Combined units in issue at 31 December 297 435 172 367 529 007 70 093 835
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 150 764 924 iFour linked units in issue
of which 62 496 652 were held by Pangbourne, and Pangbourne acquired
the balance of 88 268 272 units in exchange for 70 093 835
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 150 764 924 iFour linked units in
issue of which 62 496 652 were held by Pangbourne, and Pangbourne
acquired the balance of 88 268 272 units in exchange for 70 093 835
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 62 496 652 linked units of iFour 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 iFour`s
interim results as at 31 December 2007. The iFour 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 iFour
unitholders.
WITHDRAWAL OF CAUTIONARY
Caution is no longer required to be exercised by Pangbourne or iFour
unitholders when dealing in their securities.
Craighall
9 April 2008
Corporate advisor, legal advisor and sponsor to the proposer and transaction
sponsor to iFour
Java Capital (Proprietary) Limited
Sponsor to iFour
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Reporting accountants to Pangbourne
Deloitte & Touche
Date: 09/04/2008 16:34:01 Produced by the JSE SENS Department.
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