| Wed 14 Jan 2009, 16:16 | | PAP - Pangbourne Properties Limited - Disposal by Pangbourne of linked units in |
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PAP
PAP
PAP - Pangbourne Properties Limited - Disposal by Pangbourne of linked units in
Monyetla Property Fund Limited ("MONYETLA")
PANGBOURNE PROPERTIES LIMITED
(Registration No. 1987/002352/06)
Share Code: PAP
ISIN Code: ZAE000005252
("Pangbourne")
DISPOSAL BY PANGBOURNE OF LINKED UNITS IN MONYETLA PROPERTY FUND LIMITED
("MONYETLA")
Linked unitholders are advised that Pangbourne will be disposing of its 62.22%
interest in Monyetla (being 128,473,781 Monyetla linked units) to Capital
Property Fund ("Capital") ("the disposal") pursuant to the scheme of arrangement
proposed by Capital between Monyetla and its linked unitholders (the "scheme").
In terms of the scheme, Pangbourne will receive 0.50926 Capital units for every
one Monyetla unit (in aggregate 65,426,558 Capital units), with effect from
Monday, 19 January 2009, being the operative date of the scheme, which is now
unconditional.
PROPERTY SPECIFIC INFORMATION AND VALUATION OF MONYETLA`S PORTFOLIO
The following information is provided regarding Monyetla`s property portfolio
("the portfolio"), which was externally valued at 30 June 2008 by Peter Parfitt
of Quadrant Properties (Proprietary) Limited, an independent, registered
professional associate valuer.
The portfolio consists of 35 commercial, retail and industrial properties
located in the Free State, Gauteng, KwaZulu-Natal, Eastern Cape, North West
province and Western Cape geographical regions. The total value of the
portfolio, as valued by the independent valuer on 30 June 2008, was R1,210,985
million.
Linked unitholders are referred to the joint announcement by Capital Property
Fund and Monyetla Property Fund Limited released on SENS on 14 October 2008 and
published in the press on 15 October 2008 for more detailed information in
respect of the individual properties within the portfolio.
FINANCIAL EFFECTS OF THE DISPOSAL
The unaudited pro forma financial effects as set out below have been prepared to
assist Pangbourne linked unitholders in assessing the impact of the disposal on
basic earnings per share, basic earnings per linked unit, diluted earnings per
share and diluted earnings per linked unit and net asset value per linked unit
of Pangbourne for the year ended 30 June 2008 had the disposal taken place on 1
July 2007 for income statement purposes and on 30 June 2008 for balance sheet
purposes.
These unaudited pro forma financial effects have been prepared for illustrative
purposes and because of their nature, may not fairly present Pangbourne`s
financial position, changes in equity, results of operations or cash flows after
the disposal.
The directors of Pangbourne are responsible for the preparation of the financial
effects and they have not been reviewed by the auditors.
Before the After the %
disposal disposal change
(cents) (cents)
Basic earnings per share 371.14 346.23 (6.71)
Basic earnings per linked unit 493.07 468.17 (5.05)
Diluted earnings per share 340.17 317.34 (6.71)
Diluted earnings per linked unit 451.93 429.10 (5.05)
Net asset value per linked unit 15.93 15.71 (1.39)
Weighted average number of shares and 329,479,609 329,479,609
linked units in issue for basic earnings
per share and basic earnings per linked
unit calculation
Weighted average number of shares and 359,478,798 359,478,798
linked units in issue for diluted
earnings per share and diluted earnings
per linked unit calculation
Linked units in issue (excluding shares 385,166,028 385,166,028
issued to BEE initiative)
NOTES AND ASSUMPTIONS
- The figures set out in the "Before the disposal" column above have been
extracted from audited year end results for the year ended 30 June 2008.
- The disposal is assumed to have been implemented on 1 July 2007 for basic
earnings per share, basic earnings per linked unit, diluted earnings per
share and diluted earnings per linked unit purposes and on 30 June 2008 for
net asset value per linked unit purposes.
- Basic earnings per share, basic earnings per linked unit, diluted earnings
per share and diluted earnings per linked unit, as set out in the "After
the disposal" column, reflects the effects of the disposal based on the
following assumptions:
- At 1 July 2007, Pangbourne held 100 451 450 Monyetla units.
- A loss on disposal of the Monyetla units of approximately R82million
has been recognised, which represents the disposal of 100 451 450
Monyetla units in exchange for 51 155 905 Capital units at a 30 day
VWAP of R5.69.
- Net asset value per linked unit, as set out in the "After the disposal"
column, reflects the effects of the disposal based on the following
assumptions:
- At 30 June 2008, Pangbourne held 128,473,781 Monyetla units.
- A loss on disposal of the Monyetla units of approximately R85million
has been recognised, which represents the disposal of 128,473,781
Monyetla units in exchange for 65,426,558 Capital units at a 30 day
VWAP of R4.51.
CATEGORISATION OF THE DISPOSAL
The disposal of the Monyetla linked units is a category 2 transaction in terms
of section 9.5(a) of the Listings Requirements of the JSE Limited.
14 January 2009
Sponsor
Java Capital (Proprietary) Limited
Date: 14/01/2009 16:16:02 Produced by the JSE SENS Department.
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