| Thu 28 May 2009, 13:25 | | ING - Ingenuity - Announcement Regarding The Disposal Of Properties And |
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ING - Ingenuity - Announcement Regarding The Disposal Of Properties And
Withdrawal Of Cautionary Announcement
INGENUITY PROPERTY INVESTMENTS LIMITED
(formerly SA REIT LIMITED)
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
ISIN: ZAE 000127411 JSE share code: ING
("Ingenuity" or "the Company")
ANNOUNCEMENT REGARDING THE DISPOSAL OF PROPERTIES AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
Ingenuity shareholders are advised that the Company has entered into
agreements of purchase and sale ("the Agreements") with Phomella Property
Investments (Proprietary) Limited ("the Purchaser"), dated 14 May 2009,
in terms of which Ingenuity will dispose of two of its properties known
as 22 Long Street, Cape Town and 33 Waterkant Street, Cape Town
(collectively "the Properties") ("the Disposal").
The Disposal will become effective on 1 September 2009.
2. Rationale for the Disposal
The decision to dispose of the Properties will result in a significant
reduction in the borrowings of the Company and provide capacity to apply
funds to new investment opportunities to develop existing land and value-
add opportunities within the portfolio.
3. Consideration for the Disposal
The total consideration for the Disposal is R117 million, to be settled
in cash.
4. Conditions precedent
The Disposal is subject to, inter alia, the following conditions
precedent:
- the Purchaser obtaining acquisition finance for the Properties;
- the completion of a due diligence exercise by the Purchaser on the
Properties;
- the Agreements being concluded simultaneously;
- Ingenuity shareholder approval;
- the obtaining of the relevant regulatory approvals, to the extent
required; and
- Competition Authority approval.
5. Property specific information relating to the Properties
Property Location Sector Gross Single Weighted Disposal Value
lettable or Multi- average price of the
area tenanted rental of the Proper-
m2 per m2 Proper- ties
R ties Rm (1)
Rm
Erf 9444 22 Long Office/ 9 767 M 100.17 108 105.0
Cape Town Street, retail
Cape Town
Erven 1760, 33 Office/ 1 783 M 64.80 9 8.8
1763, 1764, Waterkant retail
1765, Cape Street,
Town Cape Town
Total 117 113.8
1. The value of the Properties of R 113.8 million was arrived at by an
independent registered valuer, Mills Fitchet Magnus Penny, as at 1
September 2009, being the effective date of the Disposal
6. Unaudited pro forma financial effects ("Financial Effects") of the
Disposal
Based on Ingenuity`s unaudited consolidated interim results for the six
months ended 28 February 2009 ("Interim Results"), the Financial Effects
of the Disposal on Ingenuity`s earnings per share ("EPS"), headline
earnings per share ("HEPS"), net asset value per share ("NAV") and net
tangible asset value per share ("NTAV") are set out below. These
Financial Effects are prepared for illustrative purposes only, and
because of its nature, may not give a fair presentation of Ingenuity`s
financial position or the effect and impact of the Disposal. The
Financial Effects are the responsibility of Ingenuity`s board.
Before the Before the After the Change
Disposal(1) Disposal Disposal (3) %
adjusted (2)
EPS (cents) 1.03 1.06 2.17 (4) & 104
(5)
HEPS (cents) 1.03 1.06 1.02 (4) & -4
(5)
NAV (cents) 53.33 54.77 55.92 (5) 2
NTAV (cents) 53.33 54.77 54.92 (5) 2
Shares and 658 550 000 658 550 000 658 550 000
weighted shares
in issue
Shares and
weighted shares 631 712
in issue net of 648 712 581 581(7) 631 712 581
treasury shares (6)
Notes:
1. Based on Ingenuity`s Interim Results.
2. The EPS, HEPS and NAV as published in the Interim Results were based
on the 9 837 419 treasury shares held by a subsidiary of the
Company, Withmore Investments 3 (Proprietary) Limited ("Withmore")
at 28 February 2009. The EPS, HEPS, NAV and NTAV as reflected in the
"Before the Disposal adjusted" column have been adjusted to take
into account all 26 837 419 treasury shares at 28 February 2009
which were held by the SA REIT Employee Share Trust ("the Trust")
and Withmore. These adjustments do not have a material effect on the
published EPS, HEPS and NAV.
3. In calculating the Financial Effects on EPS, HEPS, NAV and NTAV, it
was assumed that the Disposal was implemented on 28 February 2009
for balance sheet purposes and 1 September 2008 for income statement
purposes.
4. EPS and HEPS have been adjusted to exclude the net income
attributable to the Properties for the six months ended 28 February
2009. Further to this, an adjustment was made to take into account a
reduced after tax interest expense of R2.0 million, based on a
weighted average interest rate of 12.61%, as the cash consideration
will be utilised to reduce interest bearing debt.
5. After taking into account the profit on sale of the Properties.
6. After taking into account 9 837 419 treasury shares held by Withmore
at 28 February 2009.
7. After taking into account 26 837 419 treasury shares held by
Withmore and the Trust at 28 February 2009.
7. Categorisation of the Disposal
The Disposal is categorised as a Category 1 transaction in terms of the
JSE Limited Listings Requirements. Further to this, a circular,
incorporating a notice of general meeting, convening a general meeting of
shareholders to consider and approve the Disposal will be posted to
Ingenuity shareholders in due course.
8. Withdrawal of cautionary announcement
Ingenuity shareholders are referred to the cautionary announcement dated
Wednesday, 13 May 2009. Further to the above, Ingenuity shareholders need
no longer exercise caution when dealing in Ingenuity securities.
28 May 2009
Cape Town
Investment bank and sponsor
Nedbank Capital
Date: 28/05/2009 13:25:02 Produced by the JSE SENS Department.
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