| Thu 23 Oct 2008, 16:38 | | ORE - Orion Real Estate Limited - Sale of Erven 45, 46, 47, 48, 49 and 50, known |
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ORE
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ORE - Orion Real Estate Limited - Sale of Erven 45, 46, 47, 48, 49 and 50, known
as Marlboro ("Marlboro")
ORION REAL ESTATE LIMITED
(formerly Alpina Investment Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000075651
("Orion" or "the company")
SALE OF ERVEN 45, 46, 47, 48, 49 and 50, KNOWN AS MARLBORO ("Marlboro")
Introduction
Shareholders are advised that Orion has negotiated the conclusion of an
agreement dated 22 February 2008 in terms of which Orion Property Holding Trust
(registration number IT11326/2005) ("Sellers") will vend, 100% of Erven 45, 46,
47, 48, 49 and 50 known as Marlboro, situated at Holtz Street, Eastgate Gardens,
Marlboro, Sandton, together with all fixed improvements thereon, for a sale
consideration of R12 075 000 (twelve million seventy five thousand rand) to
Jocalino Investments (Pty) Ltd (registration number 2004/029971/07)
("Purchaser"). The various conditions precedent have now been met, including a
due diligence exercise, and accordingly the transaction is now being announced.
Background to Eastgate Gardens Commercial Office Park and Marlboro and rationale
for sale
This Industrial Park is perfectly situated between the M2 and the N3 on Marlboro
Drive. Orion owns 15 properties in this industrial park. All of the properties
are a combination of `A` grade offices and warehouse space. Marlboro (Erven 45,
46, 47, 48, 49 and 50) has a gross lettable area of 3 717.96 square meters. The
property is currently zoned as Warehousing and Offices, with the major tenant
being Fruitspot.
The sale of Marlboro is in line with the Group`s strategy to deal in properties
through which to achieve its vision of positioning Orion as a significant
property owner and developer in the market.
Terms of the Disposal
The agreement was signed on 22 February 2008 but the disposal will only be
effective once the transfer of the property has been completed. The sale
consideration payable is R12 075 000 and is to be discharged by Jocalino
Investments (Pty) Ltd (registration number 2004/029971/07) through a cash
payment, (VAT is at 0%), upon registration of transfer of the property into the
name of Jocalino Investments (Pty) Ltd . The transfer is currently in process.
All conditions precedent in terms of the agreement have been met.
The sale of Marlboro is subject to the normal terms and warranties usual for a
transaction of the nature contemplated.
Pro forma financial effects
Set out in the table below are the pro forma financial effects of the sale of
Marlboro, which have been prepared for illustrative purposes only. This is to
provide information about how the sale of Marlboro might have affected the
financial information had the transfer of the property taken place at 30 June
2008. The pro forma financial effects, because of its nature, may not give a
true reflection of the financial position, the cash flow position, and the
results of operations or the changes in equity of Orion.
The pro forma financial effects have been prepared in compliance with SAICA
guidelines and IFRS and are as follows:
Fully diluted information Before After %
change
Attributable earnings per linked unit 10.89 9.97 (8.45%)
(cents)
Headline loss per linked unit (cents) (4.63) (4.66) 0.65%
Fully diluted weighted average (4.63) (4.66) 0.65%
attributable earnings per linked unit
(cents)
Fully diluted weighted average headline (4.63) (4.66) 0.65%
loss per linked unit (cents)
Fully diluted headline loss per linked (4.63) (4.66) 0.65%
unit (cents)
Net asset value per linked unit (cents) 49.16 49.16 0.00%
Tangible net asset value per linked unit 49.16 49.16 0.00%
(cents)
Fully diluted net asset value per linked 52.89 52.89 0.00%
unit (cents)
Fully diluted net tangible asset value 52.89 52.89 0.00%
per linked unit (cents)
Linked units in issue 226 938 557 226 938 557 0.00%
Weighted average 210 923 488 210 923 488 0.00%
Fully diluted weighted average 210 923 488 210 923 488 0.00%
Notes:
i) The "Before" column of the table, has been are extracted from the audited
financial results of Orion for the 12 months ended 30 June 2008 and 210 923
488 weighted average number of Orion linked units in issue.
ii) The earnings and headline earnings per Orion linked unit, as set out in the
"After" column of the table, are based upon the audited financial results
of Orion for the 12 months ended 30 June 2008 and 210 923 488 weighted
average number of Orion linked units in issue and the assumptions that:
- the sale of Marlboro was assumed to have taken place at the beginning
of the period, being 1 July 2007, therefore any income and expenses
received or paid in relation to Marlboro during this period have been
excluded;
- the results that were included in the 30 June 2008 Orion results that
pertained to Marlboro were for the period from 31 May 2008 to 30 June
2008 as this is the period in which Orion owned Marlboro. Therefore as
per the point above, these results were excluded in the pro forma
financial effects;
- a profit on sale of R 2 884 770 was assumed, being the difference of
the valuation at 30 June 2008 and the amount received for the
property;
- the assumption of a notional taxation rate of 28%;
- there were no transfer duties on the transaction; and
- there were no other additional costs incurred relating to the Marlboro
sale.
iii) The net asset value and tangible net asset value per Orion linked unit, as
set out in the "After" column of the table, are based upon the audited
balance sheet of Orion at 30 June 2008 and 226 938 557 Orion linked units
in issue and the assumptions that:
- the sale of Marlboro was for balance sheet purposes illustrated as if
had taken place on 30 June 2008; and
- the Sale Price of R12 075 000 was settled on 30 June 2008 through the
extinguishment of liabilities.
Johannesburg
23 October 2008
Sponsors
Arcay Moela Sponsors
(Proprietary) Limited
Registration no. 2006/033725/07
Date: 23/10/2008 16:38:11 Produced by the JSE SENS Department.
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