| Wed 18 Mar 2009, 15:27 | | APA / APB/ AXC - ApexHi - Additional Information In Respect Of Apexhi`s Proposed |
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APA APB AXC
APA
APA / APB/ AXC - ApexHi - Additional Information In Respect Of Apexhi`s Proposed
Acquisition Of Ambit And Withdrawal Of Cautionary
ApexHi Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 1999/000238/06
Share codes: APA & ISIN codes: ZAE000083598
APB & ZAE000083606
AXC & ZAE000083580
("ApexHi")
ADDITIONAL INFORMATION IN RESPECT OF APEXHI`S PROPOSED ACQUISITION OF AMBIT AND
WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Unit holders are referred to the joint ApexHi/Ambit announcement (the "offer
announcement") dated 20 February 2009 detailing ApexHi`s firm intention to make
an offer to acquire all of the linked units in Ambit (not already owned by it)
("the acquisition")for a consideration comprising (at the election of the Ambit
unitholders) either:
- R3.45 per Ambit unit (the "cash consideration"); or
- 1 ApexHi A, 1 ApexHi B and 1 ApexHi C unit for every 9.55 Ambit units (the
"consideration units"),
subject to the terms and conditions set out in the offer announcement.
This announcement provides information in relation to Ambit`s property portfolio
and financial effects regarding the acquisition.
INFORMATION IN RESPECT OF AMBIT`S PROPERTY PORTFOLIO
The effective date of the acquisition is 1 April 2009 and the following
information is provided regarding Ambit`s property portfolio, which was valued
at 30 September 2008 by CB Richard Ellis, a professional associate valuer.
Property name and Location Gross Weighted Valuation
physical address lettable average R`000
area (m2) rental
per m2
RETAIL PORTFOLIO
Park Meadows, Cumberland Johannesburg 24 430 100.67 407 000
Road
Kensington
Jetmart Pretoria 11 008 73.52 103 500
277 Church Street
Scottsville Mall Pietermaritz- 14 470 75.91 102 600
Durban Road burg
West Street Parkade Johannesburg 3 211 76.86 74 300
Cnr Bree & Ntemi Piliso
Newtown
Parkade 736 bays
Lowveld Lifestyle Centre Nelspruit 11 170 35.52 51 300
The Link Durban 6 672 63.39 40 153
Old Main Road
Pinetown (50%)
Cnr Oxford & Terminus East London 2 091 92.17 21 800
Street
233 Braam Fischer Drive Johannesburg 2 958 48.50 18 000
Randburg
Royal Palm Avenue Durban 893 97.12 12 000
Umgeni
Truworths Corner Cape Town 520 113.37 6 600
Mitchell`s Plain
77 423 837 253
OFFICE PORTFOLIO
Foretrust Building Cape Town 26 628 69.98 281 000
Martin Hammerschlag
Foreshore
11 Diagonal Street Johannesburg 32 972 52.50 264 000
Newtown
Trustbank Building Johannesburg 27 790 49.25 230 000
Cnr Eloff & Fox Streets
Mineralia Building Johannesburg 13 299 53.78 92 100
Cnr De Beer & De Korte
Streets
Braamfontein
Thornhill Office Park Midrand 8 328 79.11 82 200
94 Bekker Road
Vorna Valley
Hollard House Johannesburg 9 746 59.63 71 500
Cnr Sauer & Marshall
Streets
Parkade 252 bays
Resolution Health Johannesburg 5 817 78.97 68 700
President Fouche Road
Boskruin
Outspan House Centurion 6 394 61.60 46 000
1006 Lenchen Avenue
North
Hyde Park Manor Johannesburg 4 379 56.28 44 300
79 Hyde Park Lane
Hyde Park
Horizon Park Johannesburg 2 427 104.34 35 000
Roodepoort
Reserve Road Johannesburg 5 846 62.87 33 000
Cnr Reserve Road &
Biccard Street
Braamfontein
Accord House Durban 3 050 77.83 26 500
2-4 Golf Course Drive
Mount Edgecombe
Glenashley Views Durban 2 660 74.73 22 900
36 Newport Avenue
Glenashley
DPW - Worcester Worcester 3 848 57.82 20 400
Fairbairn Street
BDO House Durban 2 158 73.85 15 600
7 Derby Place
Westville
Odyssey Place Durban 1 848 74.01 14 300
3 Sookhai Place
Westville
DPW Mitchell`s Plain Cape Town 3 416 43.26 12 300
Westport Park
Alpha Street
Mitchells Plain
Philippi Cape Town 1 357 60.78 7 900
Cnr New Eisleben &
Landsdown Road
Philippi
The Ridge Durban 960 71.82 7 100
1 Derby Place
Westville
Sevenfold Durban 554 59.40 4 200
10 Derby Place
Westville
163 477 1 379 000
INDUSTRIAL PORTFOLIO
8 Jansen Road Johannesburg 22 774 28.50 92 500
Jet Park
12 Piet Rautenbach Pretoria 22 245 22.62 68 000
Street
Rosslyn
12 Nourse Avenue Cape Town 10 581 19.05 22 000
Epping
9 Montague Drive Cape Town 2 649 42.94 11 800
Montague
Star Foods Pietermaritz-burg 3 114 35.48 10 600
2 Cardiff Road
110 Intersite Avenue Durban 1 376 55.08 7 100
Springfield
Metcash Welkom Welkom 5 202 10.36 6 250
No 4 11th Street
Voorspoed East
Metcash Mokopane Mokopane 3 152 15.17 5 200
2 Sussex Road, Ext. 6
94 Moore Road Durban 1 197 34.45 4 600
32 Intersite Avenue Durban 600 60.58 2 900
Springfield
Total Industrial 72 890 230 950
ASSET MANAGEMENT
In addition to the acquisition, ApexHi has concluded an agreement with Ambit
Management Services (Pty) Ltd ("AMS") in terms of which ApexHi has agreed
(subject to the implementation of the acquisition) to take cession of AMS` asset
management contract (the "AMS agreement") with Ambit in return for a cash
consideration of R65million.
On implementation of the acquisition, the AMS agreement will be cancelled and
the asset management of Ambit will be undertaken by Madison Property Fund
Managers ("Madison") pursuant to Madison`s existing asset management contract
with ApexHi. In recognition of the cost incurred by ApexHi in acquiring the AMS
agreement, Madison has agreed to waive its asset management fee in respect of
the increased enterprise value of ApexHi resulting from the acquisition.
FINANCIAL EFFECTS ON APEXHI
The pro forma financial effects of the acquisition on ApexHi`s net asset value
per, earnings, headline earnings and distributions per unit as at and for the
six months ended 31 December 2008 are set out below.
The pro forma financial effects have been prepared for illustrative purposes
only, to provide information on how the transactions may have impacted on the
historical financial results of ApexHi. Because of their nature, they may not
fairly present ApexHi`s financial position, changes in equity, results of
operations or cash flows after the acquisition. The pro forma financial effects
are the responsibility of the directors of ApexHi and have not been reported on
by the reporting accountants.
Unadjusted Pro forma Change
before the after the
acquisition acquisition
(Cents) (Cents)
Earnings per unit
ApexHi A unit 71.94 95.11 32.2%
ApexHi B unit 86.66 110.30 27.3%
ApexHi C unit 33.95 55.90 64.8%
192.55 261.34 35.7%
Headline earnings per
unit
ApexHi A unit 72.01 76.90 6.8%
ApexHi B unit 86.73 91.98 6.0%
ApexHi C unit 34.02 37.77 11.0%
192.76 206.65 7.2%
Distribution per unit:
ApexHi A unit 67.50 67.50 -
ApexHi B unit 82.50 82.50 -
ApexHi C unit 28.50 28.11 -1.4%
178.50 178.11 -0.2%
Net asset value ("NAV") (Rand) (Rand)
per unit
ApexHi A unit 11.60 12.01 3.6%
ApexHi B unit 9.70 10.11 4.3%
ApexHi C unit 7.65 8.06 5.4%
28.95 30.18 4.3%
Net asset value per
unit
(excl deferred tax)
ApexHi A unit 12.61 12.88 2.1%
ApexHi B unit 10.71 10.98 2.6%
ApexHi C unit 8.66 8.93 3.2%
31.98 32.79 2.6%
Notes and assumptions:
- For the purposes of the pro forma financial effects it is assumed that the
acquisition was implemented on 1 July 2008 for the purposes of earnings,
headline earnings and distributions per unit and on 31 December 2008 for
the purposes of the net asset value and net tangible asset value per unit.
- The figures set out in the "Unadjusted before the acquisition" column have
been extracted from the interim financial results of ApexHi as at and for
the six months ended 31 December 2008.
- The amounts set out in the "Pro forma after the acquisition" column are
derived from combining the figures set out in the interim financial results
of ApexHi as at and for the six months ended 31 December 2008 with
financial results of Ambit as at and for the six months ended 30 September
2008 (which in the case of the income statement was arrived at by
subtracting the figures in the interim income statement for the six months
ended 31 March 2008 from the audited results for the 12 months ended
30 September 2008 and subject to the following assumptions and adjustments:
- all of the Ambit unitholders will elect to receive the consideration
units (as the pro forma impact of the cash consideration on ApexHi`s
historical result is immaterial);
- the price at which the consideration units will be issued is based on
a combined price for ApexHi A, B and C units of R37.55 (being the
closing price on 19 February 2009, the day prior to the offer
announcement);
- R21 707 000 of the debenture premium arising from the issue of the
consideration units has been amortised through the income statement in
line with ApexHi`s accounting policies;
- R71 341 000 (being the amount, net of deferred tax, by which the net
asset value of Ambit exceeds the purchase consideration payable in
terms of the acquisition) has been raised as a fair value adjustment
with the corresponding adjustment to deferred tax;
- the R4 074 000 asset management fees paid by Ambit for the six months
ended 30 September 2008 have been reversed as a result of the
acquisition by ApexHi of the AMS management agreement;
- an interest charge of R3 737 500 (at a rate of 11.5% per annum) has
been raised on the R65 000 000 payable in respect of the AMS
management agreement and a charge of R19 859 400 (at the fixed rate of
10.62% per annum) has been raised on the funding cost on the
acquisition of the 110 000 000 Ambit shares acquired through Business
Venture Investments No 1232 (Pty) Ltd as announced on 12 November
2008;
- the R6 322 000 distribution received by ApexHi on the 13% investment
in Ambit held as at 31 December 2008 has been reversed.
FURTHER DOCUMENTATION
The acquisition is a category 2 transaction in terms of the JSE`s Listings
Requirements and, because it includes the acquisition by ApexHi of the Ambit
units owned by Redefine Income Fund Limited, is a small related party
transaction.
The acquisition requires the approval of ApexHi unit holders in order to
authorise the issue of the consideration units and in terms of rule 19 of the
Securities Regulation Code on Takeovers and Mergers and the Rules of the
Securities Regulation Panel. Accordingly a circular containing further details
of the acquisition and including the independent fairness opinion or independent
property valuation required in the context of a small related party transaction
will be sent to ApexHi unit holders in due course.
WITHDRAWAL OF CAUTIONARY
Caution is no longer required to be exercised by ApexHi unit holders when
dealing in their securities.
18 March 2009
Corporate advisor, legal advisor and sponsor to ApexHi
Java Capital
Competition Law Advisor to ApexHi
Vani Chetty Competition Law (Proprietary) Limited
Date: 18/03/2009 15:27:17 Produced by the JSE SENS Department.
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