| Thu 17 Apr 2008, 17:00 | | IFR - iFour - Terms of the disposal of Culemborg L |
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IFR
IFR
IFR - iFour - Terms of the disposal of Culemborg Land and Tenant Lease
Agreements to Edge Company
iFour Properties Limited(Incorporated in the Republic of South
Africa)(Registration number 2001/016118/06)JSE code: IFR
ISIN: ZAE000039236("iFour")
TERMS OF THE DISPOSAL OF THE CULEMBORG LAND AND TENANT LEASE AGREEMENTS TO
EDGE RETAIL PROPERTY HOLDINGS (PROPRIETARY) LIMITED
1. INTRODUCTION
iFour linked unit holders are advised that on 17 April 2008, agreement was
reached with Edge Retail Property Holdings (Proprietary) Limited ("Edge
Company") whereby Edge Company will acquire the Culemborg Land and Tenant
Lease Agreements,("the Disposal") with effect from 31 May 2008 ("the
effective date").
2. RATIONALE FOR THE DISPOSAL
The Disposal is motivated by the following key factors:
- Review by management of suitability of the property portfolio and the
decision to sell some of the less suitable properties; and
- The settlement of the NIB share block tax structure of which the
Culemborg property is an integral part.
3. PURCHASE CONSIDERATION
The consideration for the Disposal will be R235,000,000 (VAT at 0%) and will
bear interest at 1% per month, compounded from 1 April 2008 and on the first
day of each calendar month thereafter, until the effective date. Such
interest is payable together with the purchase price on the effective date
and such payments will be made in cash. Payment of the purchase price will be
secured by a guarantee of a bank registered in the Republic of South Africa
and delivered to iFour before the effective date.
Furthermore, if any additional floor area is constructed on the land by Edge
Company (or by any of its successors-in-title to the land lease), a potential
future payment of an amount (plus value-added tax) equal to 10% of such
additional floor area multiplied by R2,000 per m2 may be forthcoming.
The sale proceeds will be applied to the dissolution of the NIB structure and
the balance to repay current borrowings.
4. FINANCIAL EFFECTS
There will be no material effect on unitholders` distributions.
5. PROPERTY PORTFOLIO
Details regarding the property are set out below:
Property Location Sector Gross Single or
Lettable Multi
Culemborg Oswald Retail Area Tenanted
Motor City Pirow M2
Street, Multi
Cape Town 24,212
Western
Cape
Property Weighted Purchase Value of
Average Price of Property
Rental Property Rm
Per M2 Rm
R
Culemborg 66.68 78,786,837 200,040,000
Motor City
The valuation of the property, based on its income stream, of R200,040,000
was arrived at by an independent registered professional valuer namely Mr
Andrew Edwards from JHI, in terms of the Property Valuers Profession Act, No.
47 of 2000,and dated 31 December 2007.
6. SUSPENSIVE CONDITIONS
In terms of the agreement, the Disposal is subject to the following
suspensive conditions being fulfilled:
6.1 Edge Company procuring finance for the purchase price and advising iFour
in writing of the fact, on or before 30 April 2008;
6.2 Conclusion of the Termination Agreement between NIB 63 Share Block (Pty)
Ltd. ("Share Block Company") and iFour and such agreement being
implemented in accordance with its terms; such conditions being
fulfilled before the effective date (or such other period/s as the
parties may agree to in writing from time to time);
6.3 the acquisition by iFour from Share Block Company of its rights and
obligations in terms of the Land Lease and Tenant Leases; such condition
is to be fulfilled before the effective date (or such other period/s as
the parties may agree to in writing from time to time);
6.4 Transnet Limited consenting to the assignment of the rights and
obligations of Share Block Company in terms of the Land Lease to iFour
and the further assignment of such rights and obligations to Edge
Company; such condition is to be fulfilled before the effective date (or
such other period/s as the parties may agree to in writing from time to
time);
6.5 Each of the tenants, in terms of the Tenant Leases, consenting in
accordance with the terms of the relevant Tenant Leases, to the
assignment of the rights and obligations of Share Block Company in terms
of the Tenant Leases to iFour and the further assignment of such rights
and obligations by iFour to Edge Company, to be fulfilled at least 30
days before the effective date; and
6.6 Obtaining final approval required in terms of Chapter 3 of the
Competitions Act, No. 89 of 1998 within 120 days after conclusion of the
agreement.
If any such condition is not fulfilled or waived, the agreement will
terminate and neither party will have claim agains the other as a result
thereof.
7. WARRANTIES
The Disposal is subject to warranties that are normal for a transaction of
this nature.
8. CATEGORISATION OF THE TRANSACTION
The acquisition has been categorised as a category 2 transaction in terms of
section 9.5(a) of the JSE Limited Listings Requirements.
17 April 2008
Johannesburg
SponsorPricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Date: 17/04/2008 17:00:01 Produced by the JSE SENS Department.
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