| Fri 12 Mar 2010, 12:56 | | ACP - Acucap Properties - Announcement regarding the acquisition of phases 3 5 |
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ACP
ACP
ACP - Acucap Properties - Announcement regarding the acquisition of phases 3, 5
and 6 of Tyger Hills Office Park
ACUCAP PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06)
Share code: ACP ISIN: ZAE000037651
("Acucap")
ANNOUNCEMENT REGARDING THE ACQUISITION OF PHASES 3, 5 AND 6 OF TYGER HILLS
OFFICE PARK
1. Introduction
Acucap linked unit holders are advised that Acucap, has entered into a sale
of shares agreement with Attfund Limited ("Attfund" or "the Seller") and Tyger
Hills Investments (Proprietary) Limited ("the Company") dated 11 March 2010
("the Acquisition") to acquire the entire issued share capital and all the
Seller`s claims against the Company from the Seller.
The Company owns the leasehold properties known as Phase 3, Phase 5 (51%
thereof) and Phase 6 of Tyger Hills Office Park ("the Properties" or "Tyger
Hills Office Park") which comprise approximately 15 569m2 of gross lettable
area.
The Acquisition will be effective upon fulfilment of the conditions precedent
set out in paragraph 4 below, which is expected to be during June 2010.
2. Rationale for the Acquisition
The Acquisition is consistent with Acucap`s strategy of having an exposure of
around 25% to high quality office properties. Since there have been relatively
fewer opportunities to acquire such assets in the Cape Town market, Acucap`s
commercial exposure has been substantially weighted towards selected nodes
within the Johannesburg market. This investment brings a sizeable, top quality
Cape Town office asset into the portfolio. Sycom Property Fund ("Sycom")
recently announced the acquisition of phases 1, 2 and 4 of the Tyger Hills
Office Park, and Acucap`s purchase of phase 3, 51% of phase 5 and phase 6
means that the two funds will own 26 668m2 of the 28 626m2 office park, with
Absa (as a 49% shareholder in Phase 5) owning the remaining 1 958m2. Acucap
has found Sycom`s office strategy of owning large, high quality office parks
with a strong nodal reference to be a compelling one. The flexibility, tenant
diversity, low bulk, good security and well-controlled amenities have tended
to support firm rentals and low long-term vacancy rates, and Acucap is therefore
comfortable to partner with Sycom in the acquisition of this high quality office
park.
3. Consideration for the Acquisition
The purchase consideration for the Acquisition is R276.8 million ("the Purchase
Price"). If the effective date of the Acquisition is after 1 June 2010, the
Purchase Price will escalate by 9% per annum ("the Purchase Price escalation").
The Purchase Price will be partly settled by the issue of 2 610 430 Acucap
linked units at an issue price of R30 per unit ("the Consideration Units`). The
balance of the Purchase Price will be settled by way of Renounceable Units
issued to the Seller ("the Placing Units"). The Placing Units will be issued
around the effective date at a 3% discount to the 30 day volume weighted average
price prior to the issue date. The Purchase Price escalation will be settled in
cash.
4. Conditions precedent
The Acquisition is subject to:
4.1 Competition Authorities approval; and
4.2 obtaining of any other regulatory approvals, to the extent required.
5. Unaudited pro forma financial effects of the Acquisition
Based on the current estimate of the number of Consideration Units and Placement
Units to be issued, the unaudited pro forma financial effects of the Acquisition
on net asset value ("NAV") and net tangible asset value ("NTAV") per linked unit
are not significant and have therefore not been disclosed.
6. Forecast information on the Properties
The summarised forecast financial information relating to the Properties for
the 12 months ending 31 March 2011 and for the twelve months ending 31 March
2012, which is the responsibility of Acucap`s directors, is set out below. The
forecast financial information has not been reviewed and reported on by Acucap`s
auditors.
Forecast 12 months Forecast 12
ending months ending
31 March 2011 31 March 2012
R`000 R`000
Gross rentals 20 815 26 507
Contracted revenue 19 811 22 099
Uncontracted revenue 1 004 4 408
Net rental income before 20 516 26 119
interest
Net rental income after 0 0
interest and taxation
Notes:
1. The forecast information for the 12 months ending 31 March 2011 has been
calculated from the anticipated effective date of the Acquisition, being 1
June
2010.
2. The assumptions for uncontracted revenue are that leases that expire will
be renewed at the lower of rentals escalated at previous contracted escalations
or market rentals.
3. Uncontracted revenue comprises 4.8% and 16.6% of forecast gross rentals for
the 12 month period ending 31 March 2011 and the 12 month period ending 31 March
2012, respectively.
4. Net rental income is distributed to unit holders as interest.
7. Specific information relating to the Properties
Details regarding the Properties are set out below:
Proper Location Secto GLA Singl Weighted Vacancy Annuali Purcha Valu
ty r m2 e or average by sed se e
multi rental rentabl propert price Rm(1
tenan (includi e area y yield Rm )
ted ng m2 %
parking)
per m2
R
Tyger Hendrik Offic 15 Multi 133.27 0 8.94% 276.8 278.
Hills Verwoerd e 569 3
Office Drive,
Park Platteklo
(Phase of,
s 3 ,5 Parow(2)
(51%
thereo
f) and
6)
Notes:
1. The value of the Properties of R278 292 000 was arrived at by the
independent external property valuer, Quadrant Properties Group, as at 1
June
2010.
2. Leasehold rights in respect of erven 23513 (ptn 22330), 23515 (ptn 22330)
and 23516 (ptn 22330), Parow, Tygerberg.
8. Categorisation
The Acquisition is a Category 2 transaction in terms of the JSE Limited Listings
Requirements.
12 March 2010
Cape Town
Investment bank and sponsor
Nedbank Capital
Competition law advisor
Vani Chetty Competition Law
Date: 12/03/2010 12:56:01 Produced by the JSE SENS Department.
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