| Wed 8 Oct 2008, 14:00 | | SAT - SA Reit Limited - Further announcement regarding the acquisition of the |
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SAT
SAT
SAT - SA Reit Limited - Further announcement regarding the acquisition of the
Santam Corporate office complex, the change of name and withdrawal of
cautionary announcement
SA REIT LIMITED
(formerly Shops for Africa Limited)
(Incorporated in the Republic of South Africa)
(Company registration number 2000/018084/06)
Share code: SAT ISIN: ZAE000104196
("SA REIT" or "the Company")
FURTHER ANNOUNCEMENT REGARDING THE ACQUISITION OF THE SANTAM CORPORATE OFFICE
COMPLEX, THE CHANGE OF NAME AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
SA REIT shareholders are referred to the announcement dated Friday, 15
August 2008 in terms of which shareholders were advised that the Company
had submitted an offer ("the Offer") to purchase for a purchase price of
R177 500 000 ("the Purchase Price") ERF 32140 Tyger Valley, known as
Santam Corporate Office Complex situated between Sportica Crescent and
Carl Cronje Drive, Tyger Valley, Bellville ("the Property"), to
Multiplex Investment Holding Company (Proprietary) Limited ("the
Vendor"), which offer was accepted on 11 August 2008 ("the
Acquisition"). Pursuant to the Offer, SA REIT has entered into an
acquisition agreement dated 27 August 2008 ("the Acquisition Agreement")
to formalise the Acquisition. The terms and conditions of the
Acquisition Agreement are not materially different from those contained
in the Offer.
It is further proposed that the Company`s name "SA REIT" be changed to
"Ingenuity Property Investments Limited" ("the change of name").
2. The Purchase Price
The Purchase Price is to be settled in cash and will be funded by
increasing the facilities from a special purpose vehicle funded jointly
by Nedbank Limited and Absa Bank Limited.
In the event that the transfer of the Property is not registered by 31
October 2008, the Company will pay interest to the Vendor at a rate
equal to 3% per annum, calculated on the Purchase Price, from 1 November
2008 up to the day before the registration of the transfer of the
Property.
3. Unaudited pro forma financial effects of the Acquisition
The unaudited pro forma financial effects of the Acquisition on net
asset value and net tangible asset value per share have not been
disclosed as they are not material.
4. Forecast information on the Property
The summarised forecast financial information relating to the Property
for the ten months ending 31 August 2009 and the twelve months ending 31
August 2010, which is the responsibility of the SA REIT directors, is
set out below. The forecast financial information has been reviewed and
reported on by KPMG Inc. Further details of this review are contained in
the circular referred to in paragraph 7 below.
Forecast Forecast 12
10 months months ending
ending 31 August 2010
31 August
2009
Gross rentals 19 623 808 23 548 570
Net rental income before 19 478 299 23 361 504
interest
Net rental income after 445 625 525 783
taxation
Notes:
1. The forecast revenue is contracted for the full duration of the
forecast period.
5. Property specific information relating to the Property
Details regarding the Property are set out below:
Property Location Sector Area Single or
m2 multi tenanted
Erf 32140 Western Cape Offices 17 208 Single
Tyger Valley
Weighted Vacancy by Annualised Purchase Value of
average rental rentable property price of pro
per m2 area m2 yield Property per
R % Rm ty
Rm (1)
70.26 0 9.62 177.50 190.00
Notes:
1. The value of the Property of R190 000 000 was arrived at by the
independent external property valuer, Mills Fitchet Magnus Penny
(Pty) Ltd, as at 1 November 2008.
6. Details of the change of name
6.1 Introduction and rationale of the change of name
Following discussions with the Property Loan Stock Association of
South Africa, the Company has agreed to the change of name. The
Property Loan Stock Association of South Africa believe that the
reference to "REIT" in the Company`s name could or may become
confusing in light of current discussions with National Treasury
around the establishing of REIT structures in South Africa.
6.2 Salient dates and times for the implementation of the change of name
2008
Last day to trade under the old name Friday, 21
"SA REIT Limited" on November
Change of name on the JSE effective Monday, 24
from the commencement of business on November
Trade under the new name "Ingenuity Monday, 24
Property Investments Limited" under November
the JSE share code "ING",
abbreviated name "INGENUITY" and new
ISIN: ZAE000127411 from commencement
of trading on
Record date for the change of name Friday, 28
on November
New share certificates reflecting Monday, 1
the change of name posted by December
registered post to SA REIT
certificated shareholders who have
surrendered their documents of title
on or before 12:00 on the record
date (see note 2 below) on or about
Dematerialised SA REIT shareholders` Monday, 1
accounts updated with new name by December
their CSDP or broker on
Notes:
1. These dates and times are subject to amendment. Any such amendment
will be released on SENS and in the South African press.
2. Certificated SA REIT shareholders who surrender their existing
document(s) of title after 12:00 on the record date, will have
their new share certificate(s) mailed within five business days of
receipt thereof by the transfer secretaries, Computershare Investor
Services (Propriety) Limited, by registered post in South Africa,
at the risk of the shareholder concerned.
3. Shareholders will not be able to dematerialise or rematerialise
securities in the name of SA REIT after Friday, 21 November 2008
and may only dematerialise their new Ingenuity Property Investments
Limited shares from Monday, 1 December 2008.
7. Circular to SA REIT shareholders
A circular setting out information on the Acquisition, the change of
name and incorporating a notice convening a general meeting, to be held
at 10:00 on Thursday, 30 October 2008 at Suite 102, 1st Floor, INTABA
Building, 25 Protea Road, Claremont, Cape Town, was posted to SA REIT
shareholders today.
8. Withdrawal of cautionary announcement
SA REIT shareholders are referred to the cautionary announcement dated
Friday 15 August 2008. Further to the above, SA REIT shareholders need
no longer exercise caution when dealing in SA REIT securities.
8 October 2008
Cape Town
Investment bank and sponsor
Nedbank Capital
Independent sponsor
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Independent reporting accountants
KPMG Inc.
Date: 08/10/2008 14:00:01 Produced by the JSE SENS Department.
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