| Fri 9 May 2008, 16:41 | | ACP - Acucap Properties Limited - Financial Effect |
|
ACP
ACP
ACP - Acucap Properties Limited - Financial Effects Of The Acquisition By
Acucap Of 17.5% Of The Units In Sycom Property Fund ("Sycom")And 50% Of Sycom
Property Fund Managers Limited ("Spfm") And Withdrawal Of Cautionary
Announcement
Acucap Properties Limited
("Acucap")
(Registration No. 2001/021725/06)
Share Code: ACP
ISIN Code: ZAE000037651
FINANCIAL EFFECTS OF THE ACQUISITION BY ACUCAP OF 17.5% OF THE UNITS IN SYCOM
PROPERTY FUND ("SYCOM")AND 50% OF SYCOM PROPERTY FUND MANAGERS LIMITED
("SPFM") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Further to the announcements published on 4 March 2008 and 16 April 2008,
linked unitholders of Acucap are advised that the funding structure has now
been finalised for the purchase of 35.8 million units in Sycom, and for the
purchase of a 50% interest in SPFM, 50% of the asset management agreement with
SPFM and all of the property management business with SPFM, jointly referred
to as "the acquisitions". Accordingly, the financial effects of the
acquisitions can now be presented.
FUNDING STRUCTURE
The acquisitions have been funded by a combination of cash and the proceeds of
a vendor consideration placement of Acucap linked units. The cash portion of
the acquisitions is R795,376,000 and has been made available under a facility
granted by Nedbank Limited ("Nedbank") on 19 March 2008, on the same terms and
conditions as Acucap`s existing facilities with Nedbank. The balance of
R200,000,000 was raised by issuing 8 million Acucap linked units ("vendor
consideration units"), at an issue price of R25.00 per vendor consideration
unit. The vendor consideration units have been placed in equal proportion with
two institutions. The issue price of the vendor consideration units represents
a 3.5% discount to Acucap`s 30 day volume weighted average linked unit price
at 30 April 2008, and a 0.8% discount to Acucap`s closing linked unit price on
that date.
PRO FORMA HISTORICAL FINANCIAL EFFECTS
The unaudited pro forma financial effects of the transactions on an Acucap
linked unitholder are presented below for illustrative purposes only and
because of their pro forma nature may not give a fair reflection of Acucap`s
financial results and its position after the acquisitions.
The unaudited pro forma financial effects are the responsibility of the
directors of Acucap.
(Cents) Before After %
(1) (1) Change
Earnings per linked unit 36.62 33.82 -7.6%
(2)
Headline earnings per 122.91 113.50 -7.6%
linked unit (2)
Distribution per linked 108.51 99.40 -8.4%
unit (2)
NAV per linked unit (3) R25.77 R25.64 -0.5%
NTAV per linked unit (3) R25.77 R23.92 -7.17%
Weighted average linked 96,589 104,589
units in issue (`000)
Linked units in issue less 109,366 117,366
treasury linked units
(`000)
Linked units in issue 117,787 125,787
(`000)
Notes:
1. The financial effects set out above have been based on the reviewed
interim results of Acucap for the 6 months ended 30 September 2007 and the
reviewed interim results of Sycom for the 6 months ended 30 September 2007.
2. Earnings, headline earnings and distribution effects are based on the
assumption that the acquisitions were effective on 1 April 2007.
3. NAV and NTAV effects are based on the assumption that the acquisitions
were effective on 30 September 2007. The effect on NTAV is attributable to the
purchase consideration of SPFM being in excess of its NAV being attributed to
the value of the contract.
PROSPECTS
As noted above, the method of calculating the pro forma historical financial
effects means that these effects will not necessarily provide a reliable
indication of Acucap`s financial results and its position after the
acquisition. Accordingly, the following guidance is provided to Acucap linked
unitholders. The Board of Acucap anticipates that distributions per unit for
the year ending 31 March 2009 will increase by between 10 percent and 11
percent compared with the year ended 31 March 2008. For each of the ensuing
two financial years ending 31 March 2010 and 31 March 2011, the Board of
Acucap anticipates annual distribution growth of not less than 10% per annum.
This forecast has not been reviewed or reported on by Acucap`s auditors.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the publication of this announcement, linked unitholders need no
longer exercise caution when dealing in Acucap`s securities.
Johannesburg
8 May 2008
Transactional sponsor to Acucap
KPMG Services (Proprietary) Limited
Sponsor to Acucap
Java Capital (Proprietary) Limited
Legal advisor
Edward Nathan Sonnenbergs Inc
Competition advisor
Vani Chetty Competition Law
Date: 09/05/2008 16:41:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
