| Fri 28 Oct 2011, 15:38 | | VPF - Vunani Property Investment Fund Limited - Acquisition by VPIF of the |
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VPF
VPF
VPF - Vunani Property Investment Fund Limited - Acquisition by VPIF of the
property known as the Foretrust Building and further cautionary announcement
VUNANI PROPERTY INVESTMENT FUND LIMITED
(formerly Vunani Property Investment Fund Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2005/019302/06)
JSE code: VPF
ISIN: ZAE000157459
("VPIF" or "the company")
ACQUISITION BY VPIF OF THE PROPERTY KNOWN AS THE FORETRUST BUILDING AND
FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the cautionary announcement, dated 23 September 2011, and the
renewal thereof on 28 October 2011, unitholders are advised that VPIF has
entered into an agreement with Redefine Properties Limited ("the
vendor"), in terms of which VPIF will acquire the enterprise conducted as
a going concern in respect of the property known as "The Foretrust
Building" ("the property" or "the transaction").
The agreement contains warranties normal for an acquisition of this
nature.
2. INFORMATION RELATING TO THE PROPERTY
Description of Erf 172 Roggebaai, in the City of Cape Town, Cape
the property: Division, in the Province of the Western Cape,
measuring 4 370 square metres.
Location: Martin Hammerschlag Way, Cape Town.
GLA: 26 780 square metres + 151 parking days, split as
between the following sectors which constitutes 100%
offices.
Weighted average R95.48 per square metre
rental per
square metre:
Purchase price The purchase price of the property is set out in
and other costs: paragraph 4 below. The following other expenditure
will be incurred in respect of the property:
Agent`s commission is payable by the vendor.
All costs incidental to the transfer of the property
- approximately R1 060 000.
With effect from 1 February 2012 until the date of
transfer of the property, interest shall accrue on
the purchase price at a rate of 8% per annum pro rata
calculated from 1 February 2012 up to and including
the date of transfer.
Independent Date of valuation - 01 December 2011
valuation*: Market value: R251 million
Valued by Mr. MRB Gibbons, an authorised Professional Valuer, registered
without restriction in terms of section 19 of the Property Valuers
Professional Act, 2000 (Act 17 of 2000), of Mills Fitchet Magnus Penny
Proprietary Limited.
3. RATIONALE FOR THE TRANSACTION
VPIF was listed on the JSE Limited ("JSE") on 11 August 2011. The main
purpose of the listing was to provide VPIF with a platform for
acquisitive growth. This transaction is in keeping with the Fund`s
strategy of acquiring well located quality assets with stable income
streams giving yield enhancement. Foretrust Building is in a developing
node and is tenanted by PWD with 6 years remaining on the lease. The
property is acquired at a yield of 11.1%
4. PURCHASE CONSIDERATION
A cash purchase price of R249 500 000 is payable by VPIF to the vendor,
which amount includes VAT levied at the rate of 0% in terms of section
11(1)(e) of the VAT Act.
5. EFFECTIVE DATE
The effective date of the transaction will be the first business day
after the fulfilment or waiver (as the case may be) of the last of the
conditions precedent.
6. CONDITIONS PRECEDENT
The transaction is conditional, inter alia, upon:
6.1 The completion of a due diligence exercise by 9 November 2011 or
such later date as may be agreed between the parties in writing;
6.2 Within 7 days of the fulfilment of the condition precedent set out
in paragraph 6.1 and subject to VPIF electing to proceed with the
transaction, VPIF shall furnish the vendors with written proof of
finance approval in respect of the purchase price;
6.3 Compliance, within 90 days of the fulfilment of the condition
precedent set out in paragraph 6.1, with all the requirements of the
JSE;
6.4 Within 14 days of the fulfilment of the condition precedent set out
in paragraph 6.3 and 6.5 whichever is the later, VPIF will cause a
guarantee for the purchase price to be issued in favour of the
vendor or its nominee; and
6.5 Within 60 days after the conditions precedent set out in paragraphs
6.1 and 6.3 have been fulfilled or waived (as the case may be), the
transaction is unconditionally approved by the competition
authorities in terms of the Competition Act.
The parties may, in writing, extend the date for the fulfilment, or where
appropriate, waive the conditions precedent to such further date as they
may agree. In the event that the transfer of the property does not occur
by 30 April 2012 for any reason whatsoever, the agreement will be
cancelled as at that date and shall be of no force or effect.
7. FINANCIAL EFFECTS AND FURTHER CAUTIONARY ANNOUNCEMENT
The financial effects of the transaction will be published in due course.
Unitholders are advised to continue exercising caution when dealing in
the company`s securities until such time as the financial effects of the
transaction are published.
8. CLASSIFICATION OF THE TRANSACTION
The transaction is classified as a Category 1 transaction in terms of the
Listing Requirements of the JSE. Accordingly a circular prepared in
terms of the Listings Requirements of the JSE containing a notice of
general meeting of unitholders, will be dispatched to unitholders as soon
as possible.
Sandton
28 October 2011
Corporate Adviser and Joint Sponsor
Vunani Corporate Finance
Independent Lead Sponsor
Grindrod Bank Limited
Date: 28/10/2011 15:38:01 Produced by the JSE SENS Department.
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