| Thu 7 Apr 2011, 15:31 | | RIN - Redefine Properties International - Acquisition of St Georges Shopping |
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RIN
RIN
RIN - Redefine Properties International - Acquisition of St Georges Shopping
Centre
Redefine Properties International Limited
(formerly Kalpafon Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2010/009284/06)
JSE share code: RIN ISIN Code: ZAE000149282
("RIN" or "the company")
ACQUISITION OF ST GEORGES SHOPPING CENTRE
INTRODUCTION
Linked unitholders are advised that the company has through its 82% held
subsidiary Redefine International plc ("RI plc") concluded an agreement ("the
acquisition agreement") with Corovest Offshore Limited in terms of which RI plc
has agreed to acquire all the issued shares in St Georges Harrow Limited ("St
Georges") for a purchase price of GBP25 million ("the transaction").
RATIONALE FOR THE TRANSACTION
St Georges has concluded an agreement to acquire the St Georges shopping centre
("the Centre") which is situated in Harrow in the United Kingdom for a purchase
price (after transaction costs) of GBP68 million. Debt of GBP43.125 million has
been secured on favourable terms from a major German banking group.
The acquisition of the Centre is expected to be implemented on or around 27
April 2011.
The Centre, 20,000 square meters in extent, forms part of the retail core of
Harrow, a town 13 miles North West of Central London. It has excellent links to
both public transport and the M1 and M40 motorways.
The Centre is anchored by Boots, TK Maxx, Wilkinsons and Vue and comprises 23
retail shops, 3 restaurants, an 8 screen cinema, a health club, and a multi
storey car park for 650 cars.
The Centre is of institutional investment grade quality and with the
implementation of a number of identified asset management opportunities offers
the potential of significant value enhancement.
The transaction is in line with RIN`s objective of increasing its presence in
the UK property market and is expected to be earnings enhancing for linked unit
holders in the medium to long term.
The acquisition will complement the company`s existing retail portfolio of 5
high quality shopping centres and by being located in the South East of the UK
brings a better geographical balance to the UK property portfolio.
SALIENT TERMS OF THE TRANSACTION
The effective date of the transaction will be the date of transfer of ownership
of the shares in St Georges into the name of RI plc.
It is intended that the purchase price of GBP25 million, will be funded through
a combination of internal resources, a capital raising by RI plc in the AIM
market and the issue of RIN linked units on the JSE in terms of a vendor
consideration placement. Details of the RIN vendor consideration placement,
which is subject to the approval of the South African Reserve Bank, will be
announced when this is finalised.
The acquisition agreement contains warranties typical for acquisitions of this
nature.
All conditions precedent to the transaction have been fulfilled.
THE CENTRE
Details of the Centre including the valuation, effective as at 27 April 2011
attributed to the Centre by the company, are as follows:
Property Region Secto Weighte Rentab Purchase Valuation
descripti r d le price
on average area
rental
per m2
Debt
(GBP) (m2) (GBP`millio (GBP`millio
n) n) (GBP`milli
on)
St Harrow Retai 59.5 17,097 25.0 62.5 43.125
Georges , l
shopping United
centre Kingdo
m
FINANCIAL EFFECTS
The unaudited pro forma financial effects of the transaction on the
distribution, earnings and headline earnings per linked unit, based on the
profit forecast of RIN for the year ending 31 August 2011 which is contained in
the prospectus issued by RIN on 23 August 2010, are not material and have not
been disclosed.
The unaudited pro forma financial effects of the transaction on the net asset
value and net tangible asset value per linked unit, based on the pro forma
statement of financial position which was published on 4 November 2010 as part
of RIN`s results for the period from date of incorporation until 31 August 2010,
are not material and have not been disclosed.
CATEGORISATION OF THE TRANSACTION
The transaction is a category 2 transaction in terms of section 9.5(a) of the
Listings Requirements of the JSE Limited.
7 April 2011
Sponsor to Redefine Properties International Limited
Java Capital
Date: 07/04/2011 15:31:10 Produced by the JSE SENS Department.
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