| Fri 18 Nov 2011, 17:51 | | ING - Ingenuity Property Investments Limited - Announcement Regarding The |
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ING
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ING - Ingenuity Property Investments Limited - Announcement Regarding The
Acquisition Of A Property
INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
ISIN: ZAE000127411 JSE share code: ING
("Ingenuity" or "the Company")
ANNOUNCEMENT REGARDING THE ACQUISITION OF A PROPERTY
1 Introduction
Ingenuity shareholders are advised that the Company has entered into an
agreement ("the Agreement") with Independent Newspapers (Proprietary)
Limited ("Independent Newspapers" or "the Seller"), in terms of which
Ingenuity will acquire the property known as Newspaper House, situated at
122 St George`s Mall, Cape Town ("the Property") ("the Acquisition").
The Acquisition will become effective on transfer which is expected to be
on or about 15 December 2011 ("the Transfer Date").
2 Rationale for the Acquisition
The landmark historical property has been acquired as a redevelopment
opportunity , for which portion of the building has been pre-let by a new
12 year lease entered into between the Seller and Ingenuity. The building
is to be refurbished in its entirety and approximatey 110 parking bays will
be added to the site. This core acquisition is in line with Ingenuity`s
strategy to grow its asset base in the Western Cape.
3 Consideration for the Acquisition
The total consideration for the Acquisition is R86 million ("the Purchase
Consideration"). The Purchase Consideration will be discharged by Ingenuity
as follows:
3.1 by the issue of a renounceable letter of allotment to the Seller for
80 000 000 Ingenuity shares ("the Consideration Shares"), totalling
R40 million and the Seller being obliged to renounce the Consideration
Shares to a renouncee ("the vendor placement"). The Consideration
Shares were issued at a price of R0.50c per share, which price is at
7.5% premium to the 30 day weighted average price of Ingenuity shares
traded prior to the conclusion of the Acquisition on 10 November 2011;
and
3.2 by the furnishing of a guarantee in the form of a bank facility
approved by a registered commercial bank, in the amount of R46
million.
The Purchase Consideration is payable on the Transfer Date.
4 Conditions precedent
There are no conditions precedent outstanding relating to the Acquisition.
5 Property specific information relating to the Property
Property Location Sector Gross Single Weighted Purchase Value of
lettable or Multi- average Considerat the
area m2 tenanted net rental ion Rm Property
per m2 R Rm (1)
Erf 9420, 122 St Offices 18 417 Single 75.00 86 82
Cape Town George`s
Mall,
Cape
Town
Total
1 The value of the Property of R82 million was arrived at by Nedbank
Corporate for the purpose of bond funding.as at October 2011.
6 Unaudited pro forma financial effects ("Financial Effects") of the
Acquisition
Based on Ingenuity`s audited consolidated results for the year ended 31
August 2011 ("Results"), the Financial Effects of the Acquisition on
Ingenuity`s earnings per share ("EPS"), headline earnings per share
("HEPS"), net asset value per share ("NAV") and net tangible asset value
per share ("NTAV") are set out below. These Financial Effects are prepared
for illustrative purposes only, and because of their nature, may not give a
fair presentation of Ingenuity`s financial position or the effect and
impact of the Acquisition. The Financial Effects are the responsibility of
Ingenuity`s board.
Before the After the Change
Acquisition(1 Acquisition %
) (3)
EPS (cents) 5.0 4.5 (9.3)
HEPS (cents) 1.8 1.7 (5.5)
NAV and NTAV (cents) 68.0 66.2 (3.0)
Shares and weighted shares in 658 550 000 738 550 000 12.1
issue
Shares and weighted shares in 589 616 773 669 616 773 13.6
issue net of treasury shares
Notes:
1 Based on Ingenuity`s Results
2 In calculating the Financial Effects on EPS, HEPS, NAV and NTAV, it was
assumed that the Acquisition was implemented on 31 August 2011 for
statement of financial position purposes and 1 September 2010 for income
statement purposes.
3 The decrease in EPS is based on net income of the property of R5,1m and
finance charges of R3,9m.This excludes any income that may be earned from
the letting of vacant space which will have a material positive effect on
EPS. The net income of R5,1m is only in respect of 5 338sqm let to
Independent Newspapers. No income is assumed on the balance of the vacant
13 079 sqm.
4 The number of shares has increased by 80 million as a result of the shares
issued in respect of the vendor placement.
7 Categorisation of the Acquisition
The Acquisition is categorised as a Category 1 transaction in terms of the
JSE Limited Listings Requirements. Further to this, a circular,
incorporating a notice of general meeting, convening a general meeting of
shareholders ("the general meeting") to consider and approve the
Acquisition will be posted to Ingenuity shareholders in due course.
8 Irrevocable letters of undertaking
Ingenuity shareholders, who collectively hold approximately 86% of
Ingenuity shares, have provided irrevocable letters of undertaking to vote
in favour of the resolutions necessary to approve the Acquisition at the
general meeting, as follows:
Ingenuity shareholder Number of Percentage(%)
shares 1
Jacana Assets Limited 181 255 000 29.9
Pruta Securities (Jersey) Limited 72 009 010 11.9
BYNM Standard Bank Jersey Limited 66 000 000 10.9
Nafco Trust No 2 Account 38 848 599 6.4
The Johnrab Family Trust 35 000 000 5.8
Mr Arnold Aaron Maresky 21 475 600 3.5
Ceejay Trust 17 541 023 2.9
SA Reit Employee Share Trust 17 000 000 2.8
The Chapman Family Trust 13 000 000 2,1
Mr Dennis Barry Fabian 10 000 000 1.6
The Deans Family Trust 10 000 000 1.6
Mr John Bielich 6 000 000 1.0
The Green Family Trust 5 000 000 0.8
Mrs Natalie Maresky 4 000 000 0.7
The LIAD Property Trust No 2 2 975 000 0.5
Mr Alan Rechtman 2 800 000 0.5
The Jade Trust 2 333 334 0.4
The BR Trust 2 333 333 0.4
The Scholen Trust 2 320 000 0.4
Mr Mark Wagenheim 2 289 359 0.4
Mr Michael Andrew Rich 2 000 000 0.3
Mr Neil David Ginsberg 2 000 000 0.3
Mr Rochus Oskar Huber 2 000 000 0.3
The Squire-Howe Family Trust 1 800 000 0.3
Rabie Property Group (Proprietary) 1 240 000 0.2
Limited
Total 521 220 258 85.9
Note:
1 Based on 606 616 773 Ingenuity shares in issue, which is net of 51 933 227
treasury shares.
18 November 2011
Cape Town
Investment bank and Sponsor
Nedbank Capital
Date: 18/11/2011 17:51:01 Produced by the JSE SENS Department.
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