| Wed 16 Apr 2008, 16:00 | | SAT / SPG - SA Reit / Super Group - Joint Announce |
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SAT SPG
SAT SPG
SAT / SPG - SA Reit / Super Group - Joint Announcement Regarding The Proposed
Sale And Renewal Of Cautionary Announcements
SA REIT LIMITED
(formerly Shops for Africa Limited)
(Company registration number 2000/018084/06)
Share code: SAT
ISIN code: ZAE000104196
("SA REIT" or "the Purchaser")
SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1943/016107/06)
Share code: SPG
ISIN code: ZAE000011334
("Super Group" or "the Seller")
JOINT ANNOUNCEMENT REGARDING THE PROPOSED SALE BY SUPER GROUP AND ACQUISITION BY
SA REIT OF A PORTFOLIO OF 11 COMMERCIAL AND INDUSTRIAL PROPERTIES AND RENEWAL OF
CAUTIONARY ANNOUNCEMENTS
1. Introduction
Further to the cautionary announcements released on SENS by Super Group and
SA REIT, respectively, on 9 April 2008, shareholders of both companies are
advised that Super Group (through certain wholly owned subsidiaries) and SA
REIT have entered into a heads of agreement in terms of which SA REIT will
acquire a portfolio of 11 commercial and industrial properties ("the
Properties") ("the Transaction"). Nine of the properties are located in
Gauteng and two are located in Kwa-Zulu Natal.
The Transaction will become effective upon the fulfilment or waiver of the
conditions precedent set out in paragraph 4 below.
2. Rationale for the Transaction
2.1 Super Group
The board of directors of Super Group has resolved to consider the
Transaction mainly as a consequence of the:
- buoyant economic climate surrounding commercial and industrial
properties at present; and
- ability of Super Group to reduce gearing in an economic climate of
increasing interest rates.
2.2 SA REIT
The Transaction is effected in line with SA REIT`s strategy to diversify
and grow its property fund and earnings.
3. Purchase consideration
The total purchase consideration is R918 200 000 which will be fully
settled in cash ("the Purchase Price"). Interest of 7.5% on the Purchase
Price will accrue from the first day of the calendar month succeeding the
month in which Competition Commission approval is obtained until payment is
made.
SA REIT will settle a portion of the Purchase Price through the placement
of new SA REIT shares on behalf of Super Group ("the Placement Units") with
the balance of the Purchase Price being funded through third party
borrowings.
4. Conditions precedent
The Transaction is subject to, inter alia, the fulfilment or waiver of the
following conditions precedent:
- SA REIT completing a due diligence investigation on the Properties;
- a Sale Agreement being executed between the Seller and the Purchaser;
- the conclusion of Lease Agreements whereby Super Group (through a
wholly owned subsidiary) leases 10 of the Properties;
- approval by the Competition Commission;
- approval of the Transaction by Super Group and SA REIT shareholders in
general meeting;
- SA REIT being able to raise funding and guarantees for the settlement
of the Purchase Price; and
- the obtaining of the necessary approvals, including those from the JSE
Limited and the Securities Regulation Panel, to the extent required.
5. Pro forma financial effects, forecast information and property specific
information relating to the Transaction
The pro forma financial effects of the Transaction will be provided in a
further announcement to the respective Super Group and SA REIT
shareholders. Further to this, details of how the Purchase Price will be
settled, forecast information and property specific information relating to
the Transaction will be provided in a further announcement to SA REIT
shareholders.
6. Transaction categorisation and circulars to SA REIT and Super Group
shareholders
6.1 Super Group
For Super Group, the Transaction is a Category One transaction in terms of
the JSE Limited Listings Requirements ("Listings Requirements"). A circular
providing information on the Transaction and a notice convening a general
meeting of Super Group shareholders to approve the Transaction, will be
posted to Super Group shareholders in due course.
6.2 SA REIT
For SA REIT, the Transaction is a Reverse Takeover in terms of the Listings
Requirements as the percentage ratio is greater than 100%. A circular
providing information on the Transaction and incorporating Revised Listing
Particulars and a notice convening a general meeting of SA REIT
shareholders to approve the Transaction, will be posted to SA REIT
shareholders in due course.
7. Renewal of Super Group and SA REIT cautionary announcements
Super Group and SA REIT shareholders are advised to continue exercising
caution when dealing in the respective companies` securities until the
further announcements are made.
16 April 2008
Cape Town and Johannesburg
Investment Bank and Sponsor to SA REIT
Nedbank Capital
Sponsor to Super Group
Deutsche Securities (SA) (Proprietary) Limited
Date: 16/04/2008 16:00:01 Produced by the JSE SENS Department.
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