| Mon 5 Mar 2012, 16:25 | | HYP - Hyprop Investments Limited - Disposal of 50% interest in Southcoast Mall |
|
HYP
HYP
HYP - Hyprop Investments Limited - Disposal of 50% interest in Southcoast Mall
to Redefine Properties Limited
Hyprop Investments Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1987/005284/06)
Share Code: HYP ISIN Code: ZAE000003430
("Hyprop" or "the company")
DISPOSAL OF 50% INTEREST IN SOUTHCOAST MALL TO REDEFINE PROPERTIES LIMITED
INTRODUCTION AND RATIONALE
Hyprop unitholders are advised that on 2 March 2012 Hyprop and Redefine
Properties Limited ("Redefine") entered into an agreement in terms of which
Hyprop has disposed of its 50% undivided share in Southcoast Mall ("the
disposal") to Redefine.
As previously communicated to unitholders, Hyprop`s strategy is to focus on its
core portfolio of premium, sizeable shopping centres, including the disposal of
non-core assets and smaller underperforming properties. As part of this strategy
Hyprop identified its 50% interest in Southcoast Mall (which it co-owns with
Redefine) as an asset for disposal. Towards the end of 2011,a process to dispose
of Southcoast Mall was embarked upon and a third party purchaser identified and
the principal terms agreed. Redefine then elected that, instead of Hyprop
disposing of its interest in Southcoast Mall to the third party purchaser,
Redefine would exercise its pre-emptive right to acquire Hyprop`s undivided
share on the same terms and at the same price.
TERMS OF THE DISPOSAL
Hyprop has, subject to the fulfilment of the conditions precedent set out below,
sold its 50% undivided share in Southcoast Mall, together with its 50% undivided
share in the related immovable property ("the property") for an amount of R108
500 000 ("the purchase price") with effect from the date of transfer of Hyprop`s
50% undivided share in the property (the "effective date"). The purchase price
shall be increased by an amount equivalent to 0.0219% in respect of each
calendar day by which the effective date is delayed beyond 30 April 2012. The
purchase price, together with any such increase, shall be discharged in cash on
the effective date. The purchase price will be used by Hyprop to discharge debt.
In the event the effective date does not occur before 31 December 2012, either
party shall be entitled to cancel the agreement on written notice to the other
party.
CONDITIONS PRECEDENT
The disposal is subject to the following conditions precedent:
- the securing, to the extent necessary, of all approvals and consents
required from the Competition Authorities by no later than 30 April 2012;
and
- the requisite majority of Hyprop unitholders approving the disposal at a
meeting of unitholders called for this purpose by no later than 30 April
2012.
The date for fulfilment of the conditions precedent may be extended by mutual
agreement between the parties.
THE PROPERTY
Details of the property are as follows:
Property name and address Southcoast Mall
Geographical location KwaZulu Natal
Rental Area (m2) 29 361
Weighted Average rental (per m2) R89
Sector Retail
Effective date of disposal On transfer of the property
Purchase price R108 500 000
Valuation (Hyprop share) as at 31 R122 000 000
December 2011 by Ali Su Smith of Old
Mutual Investment Group South Africa*
* The valuer is independent and registered as a professional associate valuer
in terms of the Property Valuers Profession Act, No. 47 of 2000.
CATEGORISATION OF THE DISPOSAL AND RELATED PARTY CONSIDERATIONS
As Redefine is a material unitholder of Hyprop, the disposal constitutes a small
related party transaction in terms of section 10.7 of the JSE Listings
Requirements. A small related party disposal is not subject to unitholder
approval, if (where the subject of the transaction is property) there is an
independent valuation reflecting a valuation that is the same or lower than the
purchase price. Given that, in this instance, the purchase price is at a
discount to the value of the property (being a R13,5 million or 11% discount to
the valuation) per the independent valuer`s valuation, the disposal requires,
inter alia, a circular to Hyprop`s unitholders ("the circular") and approval of
the disposal by Hyprop`s unitholders, subject to simple majority of the votes of
unitholders other than Redefine and its associates. The circular will be issued
in due course.
FINANCIAL EFFECTS
The financial effects of the disposal on the -
* net assets and net tangible assets per unit;
* historical earnings and headline earnings per unit,
are not significant and have therefore not been published in this
announcement.
The JSE Listings Requirements regards 3% as being significant.
Johannesburg
5 March 2012
Corporate advisor, legal advisor and sponsor to Hyprop
Java Capital
Date: 05/03/2012 16:25:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
