| Fri 16 Mar 2012, 12:50 | | AWA - Arrowhead Properties Limited - Acquisition of Property Portfolio from |
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AWA AWB
ARROW
AWA - Arrowhead Properties Limited - Acquisition of Property Portfolio from
Growthpoint Properties Limited and cautionary announcement
Arrowhead Properties Limited
(formerly Nervada Trading 13 (Proprietary) Limited)
(Registration number 2011/000308/06)
JSE code: AWA ISIN: ZAE000158101
JSE code: AWB ISIN: ZAE000158119
("Arrowhead")
ACQUISITION OF PROPERTY PORTFOLIO FROM GROWTHPOINT PROPERTIES LIMITED
("GROWTHPOINT"), THE TRUSTEES FOR THE TIME BEING OF THE GROWTHPOINT
SECURITISATION WAREHOUSE TRUST ("GSWT") AND PARAMOUNT PROPERTY FUND LIMITED
("PARAMOUNT") AND CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Linked unitholders are advised that Arrowhead`s offer submitted to
Growthpoint, GSWT and Paramount (collectively the "sellers") to acquire all of
the property letting enterprises and their related immovable properties
described below ("the property portfolio") from the sellers was accepted on
Thursday, 15 March 2012.
TERMS OF THE OFFER AND SUSPENSIVE CONDITIONS
Arrowhead has offered to purchase, which offer has been accepted by the
sellers, the property portfolio for an aggregate purchase price of R167 648
829, which amount includes VAT levied at a rate of 0% (the "purchase price")
("the transaction"). The effective date in respect of the transaction is the
later of:
- the first business day immediately after the date upon which all approvals
and consents required to be secured in terms of the Competition Act, 89 of
1998, ("the Competition Act") necessary for the conclusion and implementation
of the transaction is received; and
- the expiry of 30 June 2012,
(the "effective date").
If the effective date is on a date after the expiry of 30 June 2012 then the
purchase price in respect of the relevant immovable property and the related
property letting enterprise shall be increased by an amount equivalent to
0,33% of the purchase price in respect of each month by which the effective
date in respect of the particular immovable property is delayed beyond 30 June
2012.
The purchase price shall be discharged by Arrowhead in cash on the effective
date, notwithstanding the date of registration of transfer of the immovable
property into the name of Arrowhead ("transfer date").
As a term of the offer, the sellers have agreed to provide Arrowhead with R2
500 000 as a rental income guarantee in respect of current and reasonably
anticipated vacancies of the portfolio.
The transaction is subject to the following suspensive conditions:
- within a period of 28 business days from date of acceptance of the offer by
the sellers, Arrowhead being satisfied with the results of a comprehensive due
diligence investigation of the property portfolio;
- the securing to the extent necessary of all approvals and consents required
to be secured in terms of the Competition Act, necessary for the conclusion
and implementation of the transaction.
Notwithstanding the fulfilment and/or waiver of the suspensive conditions, if
by 31 December 2012 transfer of all of the immovable properties forming part
of the property portfolio has not been effected into Arrowhead`s name, due to
no default or delay on the part of Arrowhead, the transaction shall be null
and void ab initio and to the extent that the transaction may by such date
have been partially implemented, the parties shall be restored as nearly as
possible to their status quo ante. The parties may by mutual agreement in
writing concluded before 31 December 2012 extend the date referred to, to a
date later than 31 December 2012.
As soon as possible after acceptance by the sellers of the offer, which
acceptance was provided to Arrowhead on Thursday, 15 March 2012, the parties
will enter into a formal disposal agreement, containing all the normal terms,
conditions and warranties associated with a transaction of this nature.
RATIONALE FOR THE TRANSACTION
The transaction is in line with Arrowhead`s strategy of diversifying its
property portfolio in terms of the number of properties Arrowhead owns, as
well as spreading tenants across diverse locations.
THE PROPERTY PORTFOLIO
Details of the immovable properties comprising the property portfolio,
including property name and address, geographical location, rentable area,
sector, vendor, weighted average rental per square metre, valuation
attributable to each of the immovable properties and valuer, are as follows.
Property name and Geographical Rentable Sector Vendor
address location Area (m2)
Emerson Network Sunninghill, 1 884 Office Growthpoint
Power Building, 2A Sandton
Naivasha Road,
Sunninghill
Extension 96,
Sandton
Galileo House Bruma, 1 637 Office Growthpoint
Building, Bruma Johannesburg
Office Park, Ernest
Oppenheimer Avenue,
Bruma
Oakhill Building, Fourways, 1 361 Office Growthpoint
Roos Street, Sandton
Fourways, Sandton
115 Paul Kruger CBD, 4 080 Office Growthpoint
Street Pretoria
Absa Goodwood, N1 Goodwood, 1 134 Office GSWT
City Cape Town
Itas House, Nu- Meyersdal, 1 408 Office GSWT
Payment Solutions, Alberton
2 Kingfisher
Crescent, Meyersdal
Absa Cash Centre, Westville, 2 359 Office Paramount
Westway, 4 Durban
Frosterley
Crescent,
Frosterley Park, La
Lucia Estate,
Westville
La Rocca, Cnr. Main Bryanston, 2 938 Office Paramount
Street and Petunia Sandton
Street, Bryanston
Property name Total Valuation as Valuer
Weighted at 30 June
Average 2011
rental per m2 (from
Growthpoint
2011 Annual
Financial
Statements)
Emerson Network Power R92.42+ R13,8m K. Hook
Building Old Mutual
Properties
Galileo House Building R92.42+ R12,9m AG Rostovsky
Glenross
Oakhill Building R96.96 R10,3m AG Rostovsky
Glenross
115 Paul Kruger Street R92.42+ R37,4m T Bate
Mills Fitchett
KZN
Absa Goodwood, N1 City R102.48 R10,9m J Hattingh
Spectrum
Itas House, Nu-Payment R92.42+ R13,4m T Bate
Solutions, 2 Kingfisher Mills Fitchett
Crescent, Meyersdal KZN
Absa Cash Centre R92.42+ R23,8m T Bate
Mills Fitchett
KZN
La Rocca R98.84 R27,1m AG Rostovsky
Glenross
* The effective date in respect of the acquisition of each of the property
letting enterprises in the portfolio is the later of:
- the first business day immediately after the date upon which all approvals
and consents required to be secured in terms of the Competition Act necessary
for the conclusion and implementation of the transactions is received; and
- the expiry of 30 June 2012.
+ Single tenanted buildings - the weighted average rental for each of these
single tenanted buildings has been calculated using the total rental and total
rentable area of all the single tenanted buildings to provide an average
weighted average rental for all the single tenanted buildings.
Each valuer is independent and registered as a professional valuer in terms
of the Property Valuers Profession Act, No.47 of 2000.
CATEGORISATION OF THE TRANSACTION
The transaction is classified as a Category 2 transaction in terms of the JSE
Listings Requirements and as such is not subject to approval by Arrowhead`s
unitholders.
FINANCIAL EFFECTS AND CAUTIONARY
The financial effects of the transaction is still in the process of being
finalised and will be published in due course. Unitholders of Arrowhead are
advised to exercise caution when dealing in their linked units until the
financial effects of the transaction are announced.
16 March 2012
Sponsor
Java Capital
Date: 16/03/2012 12:50:01 Produced by the JSE SENS Department.
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