| Tue 28 Jul 2009, 13:48 | | ING - Ingenuity Property Investments Limited - Further Announcement Regarding |
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ING
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ING - Ingenuity Property Investments Limited - Further Announcement Regarding
the Disposal of Properties
INGENUITY PROPERTY INVESTMENTS LIMITED
(formerly SA REIT LIMITED)
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
ISIN: ZAE000127411 & JSE share code: ING
("Ingenuity" or "the Company")
FURTHER ANNOUNCEMENT REGARDING THE DISPOSAL OF PROPERTIES
1. Introduction
Shareholders are referred to the announcement dated 28 May 2009 in which
Ingenuity shareholders were advised that the Company had entered into
agreements of purchase and sale with Phomella Property Investments
(Proprietary) Limited ("Phomella"), in terms of which Ingenuity would
dispose of two of its properties known as 22 Long Street, Cape Town and 33
Waterkant Street, Cape Town.
Further to the above, the agreement of purchase regarding 22 Long Street
("the Property`) has been amended with effect from 21 July 2009 ("the
Amended Agreement"), to reflect the effective date of the disposal as 1
November 2009 and the purchase consideration as R104.5 million (previously
R108 million).
The agreement of purchase between Phomella and Ingenuity regarding 33
Waterkant Street has lapsed due to certain suspensive conditions not being
fulfilled. Ingenuity has subsequently entered into an agreement in terms of
which 33 Waterkant Street will be sold to Tayfic Trading 304 CC ("Tayfic")
for R9.2 million. This new agreement is subject to the raising of funding
by Tayfic by 14 August 2009.
Phomella and Tayfic are independent purchasers. The 22 Long Street disposal
("the Disposal`) is therefore categorised as a Category 1 transaction in
terms of the JSE Limited Listings Requirements, while the 33 Waterkant
Street disposal is categorised as below Category 2.
2. Conditions precedent relating to the 22 Long Street Disposal
The Disposal is subject to, inter alia, the following conditions precedent:
- Ingenuity shareholder approval;
- the conclusion by Phomella of a new lease agreement for a period of 10
years with an existing tenant of the Property within 45 days of the
date of the Amended Agreement;
- the provision of guarantees by Phomella`s financiers by 4 August 2009;
and
- the obtaining of the relevant regulatory approvals, to the extent
required;
3. Property specific information relating to the Property
The revised value of the Property of R104.5 million was arrived at by an
independent registered valuer, Mills Fitchet Magnus Penny, as at 1 November
2009, being the effective date of the Disposal.
4. Revised 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 revised Financial
Effects of the Disposal on Ingenuity`s earnings per share ("EPS") are set
out below. The revised Financial Effects on the headline earnings per
share, net asset value per share and net tangible asset value per share
have not been disclosed as the effects are insignificant. 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 %
adjusted (3)
(2)
EPS 1.03 1.06 1.71 (4) & 62
(cents) (5)
Shares and 658 550 000 658 550 000 658 550 000
weighted
shares in
issue
Shares and 648 712 581 631 712 631 712 581
weighted (6) 581(7)
shares in
issue net
of
treasury
shares
Notes:
1. Based on Ingenuity`s Interim Results.
2. The EPS as published in the Interim Results was 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 as
reflected in the "Before the Disposal adjusted" column has 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.
This adjustment does not have a material effect on the published EPS.
3. In calculating the Financial Effects on EPS, it was assumed that the
Disposal was implemented on 1 September 2008 for income statement purposes.
4. EPS has been adjusted to exclude the net income attributable to the
Property 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 Property.
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.
Circular relating to the Disposal
As the Disposal is categorised as a Category 1 transaction, 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.
28 July 2009
Cape Town
Investment bank and sponsor
Nedbank Capital
Date: 28/07/2009 13:48:01 Produced by the JSE SENS Department.
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