| Thu 29 Apr 2010, 17:00 | | VKE - Vukile - Update On The Proposed Acquisition Of Properties From The Sanlam |
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VKE
VKE
VKE - Vukile - Update On The Proposed Acquisition Of Properties From The Sanlam
Group Further Cautionary Announcement
Vukile Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE code: VKE & NSX code: VKN
ISIN: ZAE000056370
("Vukile")
Update on the proposed acquisition of properties from the Sanlam group
Further cautionary announcement
1. Introduction
Vukile unitholders are referred to an announcement dated 29 October 2009,
containing details of agreements entered into by Vukile with, inter alia,
Sanlam Life Insurance Limited ("Sanlam Life" or "the vendor"), to acquire a
portfolio of properties ("the properties") ("the property acquisition").
The property acquisition is subject to the fulfilment of a number of
conditions precedent, one of them being the conclusion of a due diligence
investigation in respect of the properties to the satisfaction of Vukile.
Following on from the due diligence investigation, the number of properties
forming part of the property acquisition have been reduced from thirteen to
nine properties and the purchase consideration was reduced from
ZAR 775 million to ZAR 527 million.
Vukile and Sanlam Life have now concluded an addendum to the agreements
dated 28 April 2010 in order to give effect to, inter alia, the revised
number of properties and revised purchase consideration. Details of the
addendum to these agreements are set out below.
2. The property acquisition
2.1 Revised terms of the property acquisition
Vukile will, subject to the fulfilment of the remaining conditions
precedent set out below, acquire a portfolio consisting of 9
properties from Sanlam Life for an amount of ZAR 527 million ("the
purchase price"), to be settled on the date of registration of
transfer of the properties into Vukile`s name either in cash in full
or partly in cash and partly by way of an allotment and issue to the
vendor of such number of Vukile linked units ("the consideration
units") as shall result in the vendor receiving the full purchase
price in cash. The purchase price shall be increased by an amount of
0.01644% for each day from 1 May 2010 to the date of registration of
transfer of the properties into Vukile`s name.
2.2 Vendor placing
If the purchase price is settled partly in cash and partly by way of
an allotment and issue of the consideration units to the vendor,
Vukile shall place the consideration units with third parties ("the
vendor placing"), in compliance with the JSE Limited ("the JSE")
Listings Requirements, such that the vendor receives the full purchase
price in cash.
2.3 Conditions precedent
The property acquisition is subject to fulfilment of the remaining
conditions precedent on or before 31 July 2010:
2.3.1 the required approval and consents by the Vukile
unitholders;
2.3.2 the obtaining of the requisite funding to fund the purchase
price;
2.3.3 approval by the relevant competition authority, to the
extent required; and
2.3.4 any other regulatory approvals that may be required
including, but not limited to, the approval of the JSE and
the Securities Regulation Panel.
2.4 Property specific information
Set out below is information on the properties:
Property Region Total Purchase price
rentable (ZAR`million)
area
(m2)
Amanzimtoti Jeffels Road KwaZulu-Natal 60.391
Warehouse 22,645
Kimberley Kim Park Northern Cape 46.681
10,494
Nelspruit Sanlam Centre Mpumalanga 38.947
13,934
Pinetown Westmead Kyalami KwaZulu-Natal 57.776
Park 16,914
Pretoria Hatfield Sanlam Gauteng 40.747
Building 5,358
Pretoria Sanwood Park Gauteng 54.003
6,388
Rustenburg Edgars Building Northwest 81.593
9,784
Sandton St Andrews Complex Gauteng 74.777
10,169
Sandton Sunninghill Place Gauteng 72.085
8,774
2.5 Related party transaction
As the Sanlam group currently holds more than 10% of Vukile`s issued
capital, the property acquisition is a related party transaction in
terms of the JSE Listings Requirements, which requires, inter alia, a
circular to Vukile unitholders ("the property acquisition circular")
and their approval. The property acquisition circular will be issued
in due course.
3. Further cautionary announcement
As the pro forma financial effects and profit forecast relating to the
property acquisition, as well as other property specific information
required by the JSE Listings Requirements, have not yet been published,
Vukile unitholders are advised to continue to exercise caution until such
time as these have been published.
Roodepoort
29 April 2010
Investment bank, corporate adviser and transaction sponsor to Vukile
Nedbank Capital, a division of Nedbank Limited
Attorneys to Vukile
Webber Wentzel
JSE sponsor to Vukile
Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited
NSX sponsor to Vukile
IJG Securities (Proprietary) Limited
Date: 29/04/2010 17:00:01 Produced by the JSE SENS Department.
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