| Wed 23 Apr 2008, 16:28 | | FVT - Fairvest - Amended terms and amended pro for |
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FVT
FVT
FVT - Fairvest - Amended terms and amended pro forma financial effects of the
disposal of the Kempton city property, and renewal of cautionary
FAIRVEST PROPERTY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/005011/06)
("Fairvest" or "the company")
Linked unit code: FVT ISIN: ZAE000034658
AMENDED TERMS AND AMENDED PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL OF THE
KEMPTON CITY PROPERTY, AND RENEWAL OF CAUTIONARY
INTRODUCTION
Further to the announcement released on SENS on 7 September 2007 in which
Fairvest linked unitholders were advised that Kempton City One Share Block
(Proprietary) Limited (registration number 1993/000963/07), a wholly owned
subsidiary of Fairvest Properties (Proprietary) Limited (registration number
2000/021399/07), which in turn is a wholly-owned subsidiary of the company had
entered into an agreement for the sale of its sole property asset known as the
Kempton City property for a consideration of R50 million to Jardtal Properties
(Proprietary) Limited (registration number 1995/000021/07) as the nominee of
Circlevest Property Acquisitions (Proprietary) Limited (registration number
2005/043245/07), linked unitholders are advised that the terms and the pro forma
financial effects of the disposal have been amended. The amended terms and
financial effects will be included in a circular to be posted to shareholders on
or about 25 April 2008.
AMENDED TERMS OF AGREEMENT
Linked unitholders are referred to the announcement released on SENS on 11 March
2008 in respect of the disposal of the Kempton City property and are advised
that the date for the fulfilment of the resolutive conditions relating thereto
has been extended to 30 May 2008 in terms of an addendum dated 23 April 2008.
AMENDED PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL
Further to the announcement released on SENS on 7 December 2008, linked
unitholders are advised that the pro forma financial effects of the disposal
have been amended. The table below sets out the pro forma effects of the
disposal of the Kempton City property on the unaudited results of the group for
the 6-month period ended 30 September 2007. The pro forma effects, which are the
responsibility of the directors, are provided for illustrative purposes only,
and, because of their pro forma nature, may not fairly present Fairvest`s
financial position, changes in equity, results of operations or cash flows. The
pro forma financial effects reflect the impact that the disposal might have had
on the earnings per linked unit had the disposal taken place on 1 April 2007 and
the net asset value per linked unit and the net tangible asset value per linked
unit had the disposal taken place on 30 September 2007.
Before After the %
the disposal2 Change
disposal
1
Earnings per linked unit (cents)2, 3 - - -
Headline earnings per linked unit 19,2 20,7 7,8
(cents)2, 3
Net asset value per linked unit 107,7 122,1 13,4
(cents)4
Net tangible asset value per linked 107,7 122,1 13,4
unit (cents)4
Effective number of issued linked 85 721 85 721
units 788 788
Weighted average number of linked 85 721 85 721
units 788 788
Notes:
1 The "Before" column refers to the financial performance for the 6-month
period ended 30 September 2007.
2 The calculation of earnings per linked unit and headline earnings per
linked unit in the "After disposal" column, assumes that the disposal had
been effected on 1 April 2007, that 85 721 788 linked units were in issue
during the reporting period and takes the following into account:
2.1 receipt of the disposal consideration on 1 April 2007;
2.2 elimination of trading during the 6-month period in question;
2.3 transaction costs and commission of R2,2 million plus value added tax
thereon;
2 4 estimated capital gains tax of R1 856 000 and the attendant adjustment in
deferred tax provisions; and
2.5 the saving of actual interest paid of R1 417 359 (on an after tax basis) on
mortgage bonds totalling R16,56 million on the basis that such bonds had
been settled in full on 1 March 2007. The directors accordingly undertake
to settle such bonds as soon as practically possible after the
implementation of the disposal.
3 The earnings per linked unit are unchanged owing to the corresponding fair
value adjustment to debentures in accordance with the prevailing accounting
policies and practice of Fairvest as set out in more detail in its annual
financial statements.
4 The calculation of net asset value and net tangible asset value per linked
unit in the "After the disposal" column, assumes that the disposal was
effected on 30 September 2007, is based on the effective number of linked
units in issue on 30 September 2007, and takes into account the receipt of
the disposal proceeds, transaction costs and commission, applicable capital
gains tax, amounts estimated to be due in terms of the disposal adjustment
account on transfer and the adjustments in respect of fair value of the
debentures as regards deferred tax.
5 The effective number of linked units in issue excludes 74 200 treasury
shares.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Fairvest linked unitholders are hereby advised that Fairvest is still involved
in negotiations, which if successfully concluded, may have a material effect on
the price of Fairvest securities. Accordingly, Fairvest linked unitholders are
advised to continue exercising caution when dealing in Fairvest securities until
a full announcement is made.
23 April 2008
Sponsor
Merchant Sponsors (Proprietary) Limited
Date: 23/04/2008 16:28:19 Produced by the JSE SENS Department.
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