| Fri 25 Mar 2011, 17:05 | | CPL - Capital Property Fund - Acquisition of linked units in Pangbourne |
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CPL
CPL
CPL - Capital Property Fund - Acquisition of linked units in Pangbourne
Properties Limited for cash
Capital Property Fund
Share Code: CPL
ISIN: ZAE000001731
("Capital")
(A portfolio in Capital Property Trust Scheme, a Collective Investment Scheme in
Property established in terms of the Collective Investment Schemes Control Act,
No 45 of 2002)
Managed by Property Fund Managers Limited
(Registration No. 1980/009531/06)
("PFM")
ACQUISITION OF LINKED UNITS IN PANGBOURNE PROPERTIES LIMITED FOR CASH
Unitholders are advised that Capital has entered into an agreement with Panya
Investments (Proprietary) Limited (Registration No. 2005/029673/07) ("the
seller") in terms of which it will acquire from the seller 23 768 569 linked
units in Pangbourne Properties Limited ("Pangbourne") for a cash consideration
of R17,00 per linked unit, amounting to an aggregate consideration of R404 065
673.
The acquisition was effective Wednesday, 23 March 2011 and payment of the cash
consideration will be made against delivery of the Pangbourne linked units. The
acquisition is not subject to any outstanding conditions precedent.
The seller is an entity that was established to facilitate a black economic
empowerment ("BEE") transaction by Pangbourne and in terms of which transaction
Pangbourne had provided financial assistance to the seller. By winding down this
BEE transaction, Pangbourne will be released from its obligation in terms of the
financial assistance provided. In addition, PFM is of the opinion that the
purchase of the Pangbourne linked units at a consideration of R17,00 per linked
unit will be yield enhancing to Capital unitholders.
The pro forma financial effects of the transaction on Capital`s basic and
headline earnings per unit for the year ended 31 December 2010 are set out
below. The pro forma financial effects of the transaction on distribution per
unit, the net asset value per unit and the tangible net asset value per unit are
not material and have not been disclosed.
The pro forma financial effects have been prepared for illustrative purposes
only to provide information on how the transaction may have impacted on the
historical financial results of Capital for the year ended 31 December 2010. Due
to their nature, the pro forma financial effects may not fairly present
Capital`s financial position, changes in equity, results of operations or cash
flows after the transaction. The pro forma financial effects are the
responsibility of the directors of PFM. The pro forma financial effects have not
been reviewed or reported on by Capital`s auditors.
Unadjusted Pro forma % Change
before the after the
transaction transaction
(cents) (cents)
Basic earnings per unit 136.07 143.83 5.7%
Headline earnings per unit 75.60 83.35 10.3%
Weighted average number of units in 717 578 059 717 578 059
issue
Notes and assumptions:
- The amounts set out in the "Unadjusted before the transaction" column have
been extracted without adjustment from the audited financial results of
Capital for the year ended 31 December 2010.
- Capital`s financial results for the year ended 31 December 2010 and the pro
forma financial effects thereon have been prepared in compliance with
International Financial Reporting Standards.
- The transaction is assumed for the purposes of basic and headline earnings
per unit to have been implemented on 1 January 2010.
- A total of 23 768 569 Pangbourne linked units were acquired at a price of
R17.00 per linked unit.
- It has been assumed that Capital earned distributable income from the
additional Pangbourne linked units based on Pangbourne`s historical
distribution of 76.88 cents per linked unit in respect of the six months
ended 30 June 2010 and 74.04 cents per linked unit in respect of the six
months ended 31 December 2010.
- The total purchase consideration of approximately R404 million is assumed
to be funded using interest bearing borrowings.
- Interest on the interest bearing borrowings is assumed to be incurred at
Capital`s historic weighted average cost of debt of 9.81% for the year
ended 31 December 2010.
- A fair value gain on investments has been recognised using Pangbourne`s bid
linked unit price at 31 December 2010 of R19.50.
25 March 2011
Corporate advisor, legal advisor and sponsor to Capital
Java Capital
Date: 25/03/2011 17:05:01 Produced by the JSE SENS Department.
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