| Mon 18 Jun 2012, 16:23 | | DEC - Decillion Limited - Property specific information pro forma financial and |
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DEC
DEC
DEC - Decillion Limited - Property specific information,pro forma financial and
withdrawal of cautionary announcement
DECILLION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/011692/06)
Share code: DEC & ISIN: ZAE000108247
("Decillion" or "the company")
PROPERTY SPECIFIC INFORMATION AND PRO FORMA FINANCIAL EFFECTS FOR THE
ACQUISITION BY DECILLION OF ARDOR PROPERTY HOLDINGS (PTY) LTD ("ARDOR PROPERTY
HOLDINGS"), LASHKA 132 LIMITED ("LASHKA") AND A PROPERTY KNOWN AS OAKWOOD, THE
CAPITALISATION OF RELATED PARTY LOAN, A PROPOSED SPECIFIC ISSUE OF SHARES FOR
CASH AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the detailed cautionary announcements on 3 August 2011 and 16
September 2011, renewal of cautionary announcements on 28 October 2011, 13
December 2011 and 27 January 2012 and a further detailed cautionary
announcements on 13 March 2012 and 7 May 2012 regarding, inter alia, the
acquisition agreements to acquire Oakwood and 100% of the shares and claims in
Ardor Property Holdings and Lashka, the board of directors wish to provide
shareholders with the property specific information for all three property
portfolios as well as pro forma financial effects of the above-mentioned
transactions.
ARDOR PORTFOLIO PROPERTY SPECIFIC INFORMATION
Decillion has entered into an agreement with Ardor Group (Proprietary) Limited
dated 08 March 2012 to acquire 100% of the shares and claims of Ardor Property
Holdings for a purchase consideration of R92 275 000 of which R8 000 000 is
payable through the issue of shares at R2.45 and the remaining R84 275 000
payable in cash, taking over a maximum exposure to ABSA Bank of R4 000 000.
Details of the Ardor Property Portfolio are as follows:
Property Physical Sector Rentable Average Valua- Purchase
Name Address Total Weighted tion price
Rental (R`000) (R`000)
R
Estcourt Cnr Subway Retail 8 275 94.66 77 250 6 125
Retail and Centre
Centre Elizabeth to be
Roads, deve-
Estcourt, loped
Extension
No 3.
The Cnr Nag Retail 9 449 95.20 97 200 11 200
Windmill Apie Road Centre
Centre and First to be
Avenue, deve-
Mookgopong loped
extension
7.
Raslouw Cnr R55 and Retail 24 599 99.66 230 000 32 550
Square Lochner Centre
Shopping Road, to be
Centre, Swartkop deve-
Raslouw (Monavoni loped
X20)
Dayi- Portion 2 Retail 17 609 138.13 205 000 5 000
zenza of the Farm Centre
Shopping M`Timba to be
Centre 20JU, deve-
Mpumalanga loped
Die Olympus Commer- 1 529 34.00 6 500 2 400
Werf Road, cial
Faerie Glen
Furrow 154 Furrow Commer- 5 500 54.54 35 000 35 000
Lane Lane, cial
Equestria
Pretoria
TOTAL 66 961 650 950 92 275
LASHKA PORTFOLIO PROPERTY SPECIFIC INFORMATION
Decillion and Lashka entered into an agreement dated 9 March 2012 with Sciofin
(Proprietary) Limited for the acquisition of 100% of the shares and claims in
Lashka for a purchase consideration of R225 700 000. The purchase price is
payable as follows:
* R19 671 002.50 by the issue of 8 028 981 shares in Decillion at R2.45 per
share;
* the remaining R206 028 997.50 payable in cash;and
* taking over a maximum debt exposure of R111 000 000.
Details of the Lashka Property Portfolio are as follows:
Propert Physical Sector Rentable Average Valua- Purchase
y Name Address Total Weighted tion price
Rental (R 000) (R`000)
R
Berg- Corner Retail 6 987 67.44 56 000 35 000
ville South and Centre
Mall West
Streets,
Bergville,
KZN
Langver- 4 Fisant Retail 1 174 94.66 17 200 17 200
wacht Street, Centre
Centre Kuils
River,
Cape Town
Ryne- 69 Van Retail 9 143 94.92 110 000 55 000
veld Ryneveld Centre
Life- Street,
style Pierre van
Centre Ryneveld,
Centurion,
Tshwane
Jean Jean Retail 7 134 97.97 99 500 63 500
Village Avenue Centre
Centurion,
Tshwane
Uiten- Union Retail 50 002 110.00 320 000 55 000
hage Avenue, Centre
Mall Uitenhage to be
deve-
loped
TOTAL 74 384 602 700 225 700
OAKWOOD PORTFOLIO PROPERTY SPECIFIC INFORMATION
Decillion entered into an agreement dated 9 March 2012 for the acquisition of
Oakwood by Decillion for a purchase consideration of R78 300 000 payable in
cash.
Details of the Oakwood Property Portfolio are as follows:
Propert Physical Sector Rentable Average Valuation Purchase
y Name Address Total Weighted (R`000) Price
Rental (R`000)
Sparrow Cnr Nelson Retail 7 949 80.97 78 300 78 300
Shop- Mandela Centre
ping Drive &
Centre Meninger
Street,
Modimolle
TOTAL 7 949 80.97 78 300 78 300
PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS
The table below sets out the unaudited pro forma financial effects of the
following:
* the acquisitions of the three property portfolios;
* the related party loan conversion; and
* the specific issues of shares.
collectively, the Transactions on Decillion.
For purposes of the pro forma financial information the following assumptions
have been made:
* the shares issued in relation to the acquisitions have been issued at R2.45
per share;
* the shares issued for the capitalisation of the Sciofin loan and in lieu of
sponsors fees have been issued at R1.00 and R1.32 respectively; and
* the 360 000 000 Decillion shares have been issued at R2.50 per share in
terms of the share issue;
The unaudited pro forma financial effects are presented for illustrative
purposes only and because of their nature may not give a fair reflection of
Decillion`s financial position, on a "stand alone" basis after each of the
acquisitions, the related party loan conversion and the specific issues of
shares, and collectively the Transactions.
The pro forma earnings and headline earnings per share of the acquisitions have
not been presented as Decillion will be defined as a property entity in terms of
the Listings Requirements and has, therefore, presented profit forecasts in
respect of Ardor Property Holdings, Lashka, Oakwood and the Company in
compliance with paragraphs 13.7(a) and 13.4 (b)(i), respectively, of the JSE
Listings Requirements.
Transaction Net Asset % Net %
Value per Change Tangible Change
share Asset
(cents) Value per
share
(cents)
Decillion prior to (502) (502)
any transaction
After Lashka 124 (125%) 124 (125%)
acquisition
After Ardor 153 23% 153 23%
acquisition
After Oakwood 153 0% 153 0%
acquisition
After fees and 120 (22%) 120 (22%)
conversion of loan
After maximum cash 236 97% 236 97%
raise
Notes to Pro formas
1. The prior Decillion figures are based on the reviewed financial information
of Decillion as at 31 January 2012.
2. Decillion will issue 8 028 981 shares at R2.45 per share to the
shareholders of Lashka giving total equity increase of R19 671 003. The balance
of R206 028 997 is paid in cash which is largely utilised to settle the
underlying vendors of Lashka and the excess is paid to the Lashka shareholders.
3. Decillion will issue 3 265 306 shares at R2.45 per share to the
shareholders of Ardor giving total equity increase of R8 000 000. The balance of
R84 275 000 is paid in cash which is largely utilised to settle the underlying
vendors of Ardor and the excess is paid to the Ardor shareholders.
4. The acquisition of the Oakwood property is in terms of the Purchase
Agreement between Decillion and Oakwood Fourways Development (Propriety)
Limited. The property is fairly valued as at 29 February 2012 and the purchase
price will be settled in cash.
5. The loan capitalisation reflects the 8 500 000 shares to be issued at R1
each in order to clear the loan account with Sciofin.
6. Advisor fees of R1 220 432 payable to Arcay Moela are settled by R500 000
in cash with the balance being settled in shares at R1.32 per share. Other
listing costs adding up to R1 609 216 will be settled in cash.
7. The maximum and minimum cash projections are based on a maximum and minimum
share subscriptions of 360 000 000 shares or 144 000 000 shares respectively.
In both instances cash raising fees are estimated at 2.5% on the total cash
raised.
DOCUMENTATION
A circular to shareholders detailing the terms of the acquisitions, the
capitalisation of related party loans, specific issues of shares for cash,
reverse takeover, and other associated transactions, incorporating revised
listing particulars is being finalised and is expected to be posted to
shareholders on or about 26 June 2012.
Shareholders will be advised of the salient dates in due course.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Since the property portfolio information and pro forma financial effects of the
above-mentioned acquisitions, specific issue of shares for cash and associated
transactions have now been published, shareholders are advised that the
cautionary announcement is withdrawn.
By order of the board
18 June 2012
Sponsor
Arcay Moela Sponsors
Date: 18/06/2012 16:23:01 Produced by the JSE SENS Department.
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