| Wed 5 Feb 2014, 13:30 | | REBOSIS PROPERTY FUND LIMITED - Acquisition of 15.96% stake in Ascension Properties Limited |
|
REB 201402050029A
Acquisition of 15.96% stake in Ascension Properties Limited
REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE share code: REB ISIN: ZAE000156147
(Approved as a REIT by the JSE)
(“Rebosis”)
ACQUISITION OF 15.96% STAKE IN ASCENSION PROPERTIES LIMITED
INTRODUCTION AND TERMS
Linked unitholders are advised that Rebosis has acquired 109 363 661 Ascension Properties Limited (“Ascension”) B
linked units (representing 29.05% of Ascension’s B linked unit capital and 15.96% of Ascension’s total issued linked
unit capital) (the “linked unit acquisition”) from various vendors as follows:
Name of vendor Number of Ascension B linked Aggregate purchase
units being acquired price
The KSK Trust 36 184 000 R95 887 600
Cape Empowerment Trust Limited 46 805 281 R124 033 994
The Sunset Trust 10 200 000 R27 030 000
Jeremy de Villiers 6 685 000 R17 715 250
Henry Dednam 2 470 000 R6 545 500
Theo Rai 4 410 000 R11 686 500
Chris Nissen 1 470 000 R3 895 500
Ashraf Mohamed 1 139 380 R3 019 357
Total 109 363 661 R289 813 701
The Ascension B linked units have been acquired with effect from 3 February 2014. The 109 363 661 Ascension B
linked units have been acquired by Rebosis at R2.65 per Ascension B linked unit for an aggregate purchase price of
R289 813 701. The Ascension B linked units have been acquired cum entitlement to the distribution for the six months
ended 31 December 2013, announced by Ascension on 3 February 2014.
The linked unit acquisition is unconditional and the purchase price will be discharged in cash as to R150 million, and
the balance of R139 813 701 by the allotment and issue of 12 969 731 Rebosis linked units to the vendors at an issue
price of R10.78 per Rebosis linked unit, which is equal to the closing price of Rebosis linked units on the JSE on
31 January 2014.
As part of the terms of the linked unit acquisition, Shaun Rai, a founder and executive director of Ascension, and the
vendors who are his associates, have undertaken that they will retain at least R80 million worth of Rebosis linked
units, equating to 7 421 150 Rebosis linked units at the issue price of R10.78, for a period of 12 months. In addition
Mr Rai has undertaken to accept an appointment to the Rebosis board of directors on request.
The linked unit acquisition has been entered into in the context of the co-operation agreement and provides Rebosis
with a strategic stake in, and indirect exposure to, Ascension’s R3.2 billion portfolio of mainly government tenanted
properties that Rebosis considers complimentary to its own portfolio.
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE LINKED UNIT ACQUISITION
The table below sets out the unaudited pro forma financial effects of the linked unit acquisition based on Rebosis’
audited results for the year ended 31 August 2013. These financial effects are the responsibility of the directors of
Rebosis and have been prepared for illustrative purposes only, in order to provide information about the results and
financial position of Rebosis assuming that the linked unit acquisition had been implemented on 1 September 2012 for
purposes of the statement of comprehensive income and on 31 August 2013 for purposes of the statement of financial
position. Due to their nature, the unaudited pro forma financial effects may not fairly present Rebosis’ financial
position, changes in equity, results of operations or cash flows after implementation of the linked unit acquisition.
The pro forma financial effects have not been reviewed or reported on by Rebosis’ external auditors.
The unaudited pro forma financial effects have been prepared in accordance with IFRS, The Guide on Pro forma
Financial Information issued by SAICA and Rebosis’ accounting policies used in the preparation of the audited
results for the year ended 31 August 2013.
Before Pro forma after Percentage
the linked unit change
acquisition (%)
Note 1 Notes 2-6
Basic and diluted earnings per linked unit (cents) 203.07 199.80 (1.6)
Headline profit per linked unit (cents) 134.32 134.04 (0.2)
Distributable earnings per linked unit (cents) 92.00 93.38 1.5
Net asset value per linked unit (Rand) 11.23 11.21 (0.2)
Net tangible asset value per linked unit (Rand) 10.96 10.95 (0.1)
Weighted average number of linked units in issue 284 622 851 297 592 582 4.6
Actual number of linked units in issue 348 131 693 361 101 424 3.7
Notes and assumptions:
1. The amounts set out in the “Before” column have been extracted, without adjustment, from Rebosis’ audited
results for the year ended 31 August 2013.
2. The 109 363 661 Ascension B linked units are assumed to have been acquired by Rebosis with effect from
1 September 2012 for statement of comprehensive income purposes and have been accounted for as an
investment with additional distributable income of R22.6 million being earned during the year ended 31 August
2013. The assumed distributable income received from Ascension has been based on Ascension’s distribution
of 10.35 cents per B linked unit for the six months ended 30 June 2013 and Ascension’s distribution of 10.36
cents per B linked unit for the six months ended 31 December 2013.
3. The cash portion of the purchase price for the linked unit acquisition of R150.0 million is assumed to be funded
through interest-bearing borrowings. These interest-bearing borrowings have been assumed to incur interest at
an effective melded fixed and variable rate of 8.0% per annum.
4. The balance of the purchase price of R139 813 701 for the linked unit acquisition will be settled by the
allotment and issue of 12 969 731 Rebosis linked units.
5. The additional distributable income received by Rebosis which results from the linked unit acquisition is
assumed to be earned evenly throughout the year ended 31 August 2013.
6. All statement of comprehensive income adjustments have been assumed to have a continuing effect.
CATEGORISATION OF THE LINKED UNIT ACQUISITION
The linked unit acquisition is a Category 2 transaction under the JSE Listings Requirements and accordingly it is not
subject to approval by Rebosis linked unitholders.
5 February 2014
Corporate advisor and sponsor
Java Capital
Date: 05/02/2014 01:30:00 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.
