| Fri 9 May 2008, 16:57 | | RES - Resilient Property Income Fund Limited - Fin |
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RES
RES
RES - Resilient Property Income Fund Limited - Financial Effects, Important
Dates And Times And Withdrawal Of Cautionary
Resilient Property Income Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2002/016851/06
Share code: RES & ISIN: ZAE000043642
("Resilient")
FINANCIAL EFFECTS, IMPORTANT DATES AND TIMES AND WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Unitholders are referred to the previous announcement in relation to Resilient`s
firm intention to make an offer to acquire 100% of the linked units in
Diversified Property Fund Limited ("Diversified") not already held by Resilient
("the acquisition") in terms of a scheme of arrangement in terms of section 311
of the Companies Act (Act No. 61 of 1973) as amended, details of which are set
out in the Diversified circular issued today, Friday, 9 May 2008. Resilient
currently holds 31 000 000 linked units in Diversified, comprising 17.8% of the
total issued linked units in Diversified.
CIRCULAR
A circular relating to the acquisition was posted to Resilient linked
unitholders on Friday, 9 May 2008 ("the circular").
The important dates and times for purposes of considering the matters set out in
the circular are as follows:
2008
Receipt of forms of proxy in respect of the Thursday, 29 May
general meeting of Resilient shareholders, to be
held on Monday, 2 June 2008, by 08:00 on
Receipt of forms of proxy in respect of the Thursday, 29 May
general meeting of Resilient debenture holders, to
be held on Monday, 2 June 2008, by 08:30 on
General meeting of Resilient shareholders at 08:00 Monday, 2 June
on
General meeting of Resilient debenture holders at Monday, 2 June
08:30 on
Results of the general meetings held on Monday, 2 Monday, 2 June
June 2008 released on SENS on
Results of the general meetings held on Monday, 2 Tuesday, 3 June
June 2008 published in the press on
Notes
1. If the general meeting of Resilient shareholders referred to above is not
concluded or adjourned by 08:30, then the general meeting of Resilient
debenture holders will commence as soon as the general meeting of Resilient
shareholders is concluded or adjourned.
2. The above dates and times are South African and are subject to change. Any
changes will be released on SENS and published in the press.
FINANCIAL EFFECTS
The circular will include a combined forecast of both Resilient and Diversified
to enable Resilient linked unitholders to assess the forward yield on a
Resilient linked unit.
Set out below is the forecast information of Diversified for the years ending 30
June 2008 and 2009 as required in terms of section 13.11(b) of the JSE Limited
Listings Requirements. The forecast financial information has not been reviewed
or reported on by the accountants in terms of section 8 of the JSE Listings
Requirements.
Year ending Year ending
30 June 2008 30 June 2009
R`000 R`000
Net rental income 112 319 115 771
Income before finance costs 162 538 163 056
Income available for distribution 125 002 137 968
Profit before income tax 538 -
Notes and assumptions:
1. Contracted revenue is based on existing lease agreements.
2. All existing lease agreements are valid.
3. Turnover rental has only been forecast for those tenants who have
previously paid turnover rentals.
4. Current vacant space has been forecast on a property-by-property basis and
is based on negotiations with prospective tenants.
5. Leases expiring during the period have been forecast on a lease-by-lease
basis and, in circumstances where the tenant has indicated that he is
satisfied with the premises, they have continued to be let at current
market rates and escalations for the majority of tenants. Where considered
necessary, the forecast rental has not been escalated or has been reduced
in line with market rentals.
6. Uncontracted rental income comprises 23% of the total forecast revenue.
The pro forma financial effects of the acquisition on Resilients`s net asset
value per linked unit and tangible net asset value per linked 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 acquisition may have impacted on the
financial position of Resilent. Because of their nature, they may not fairly
present Resilient`s financial position after the acquisition. The pro forma
financial effects are the responsibility of the directors of Resilient.
Unadjusted Pro forma Change
before the after the (%)
acquisition acquisition
(cents) (cents)
Net asset value per linked unit 1 850 2 036 10.1%
Tangible net asset value per linked 1 850 1 770 (4.3%)
unit
Linked units in issue at 31 December 160 712 213 603 52 891
2007 (000)
Notes and assumptions:
1. The amounts set out in the "Unadjusted before the acquisition" column have
been extracted from the audited balance sheet of Resilient at 31 December
2007.
2. Linked units in issue at 31 December 2007 excluded 10 810 811 linked units
issued to Eagle`s Eye Investments (Proprietary) Limited (BEE SPV) and 21
000 linked units held in treasury by the Resilient Unit Purchase Trust.
3. Net asset value per linked unit and tangible net asset value per linked
unit, as set out in the "Pro forma after the acquisition" column, reflect
the effect of the acquisition on net asset value per linked unit and
tangible net asset value per linked unit at 31 December 2007 based on the
following assumptions:
- The acquisition was implemented on 31 December 2007.
- At 31 December 2007, there were 173 804 113 Diversified linked units
in issue of which 31 000 000 were held by Resilient. The pro forma
financial effects have been prepared on the assumption that Resilient
acquired the balance of 142 804 113 units in exchange for 62 476 799
Resilient linked units with effect from 31 December 2007.
- Goodwill has been adjusted for the excess of the fair value of the
purchase consideration (calculated using the Resilient linked unit
price of R27.00 per linked unit on 31 December 2007), including
Resilient`s previous investment of 31 000 000 linked units of
Diversified 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 Diversified`s interim results as at 31 December 2007. The
Diversified 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.
- Investments and loans in associates have been adjusted to reverse
Resilient`s investment in 31 000 000 Diversified linked units and
Diversified`s investment in 9 586 098 Resilient linked units at 31
December 2007. The number of Resilient linked units in issue at 31
December 2007 has been reduced by the 9 586 098 Resilient linked units
held by Diversified prior to the acquisition.
WITHDRAWAL OF CAUTIONARY
Caution is no longer required to be exercised by Resilient unitholders when
dealing in their securities.
9 May 2008
Corporate advisor, legal advisor and sponsor
Java Capital (Proprietary) Limited
Independent reporting accountants and auditors
KPMG Inc.
Date: 09/05/2008 16:57:01 Produced by the JSE SENS Department.
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