| Tue 4 Sep 2001, 0:00 | | Growthpoint- Announcement |
|
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
("Growthpoint" or "the company")
ABRIDGED PRE-LISTING STATEMENT, RESULTS OF VENDOR PLACING AND LISTING OF NEW
GROWTHPOINT LINKED UNITS
1. Abridged pre-listing particulars of Growthpoint
This abridged pre-listing statement is not an invitation to the public
to subscribe for linked units in Growthpoint, but is issued in
compliance with the Listings Requirements of the JSE Securities
Exchange South Africa ("JSE") for the purpose of giving information to
the public with regard to Growthpoint.
2. Incorporation, history and nature of business of Growthpoint
Growthpoint is a property investment holding company, incorporated and
registered as a public company on 12 October 1987. It is listed on the
JSE in the Real Estate - "Property Loan Stock" sector of the JSE lists.
Growthpoint's capital structure comprises ordinary shares of one cent
each, linked to unsecured, subordinated, variable rate debentures of 50
cents each in the ratio of one share linked to ten debentures, each
linked unit therefore having a nominal value of R5,01.
In 1997 Growthpoint entered into a transaction in terms of which it
incurred borrowings to partially redeem debenture capital amounting to
R2,94 per unit or approximately R99,6 million in total. Since then the
focus of Growthpoint has been to sell properties in order to raise cash
to settle the borrowings incurred, resulting in the current Growthpoint
property portfolio comprising only 9 income producing properties with a
total lettable area of 60 026 m} and a total value at 1 April 2001 of
R139,2 million, as determined by independent valuers. These properties
are located in decentralised urban areas throughout South Africa.
3. The acquisition
It was announced in the press on Friday, 6 July 2001 that Growthpoint
had entered into an agreement ("the acquisition agreement") with
Sentinel Mining Industry Retirement Fund ("Sentinel") and Mine
Employees Pension Fund ("MEPF") in terms of which it would acquire a
portfolio of 51 properties ("the MPF property portfolio") from Sentinel
and MEPF for a total purchase consideration amounting to R1 539,8
million, to be settled as to R461,9 million in cash, and the balance of
R1 077,9 million through the issue to Sentinel and MEPF, in
renounceable form, of 1 197 622 222 new Growthpoint linked units at an
issue price of 90 cents per new Growthpoint linked unit ("the vendor
consideration units") ("the acquisition").
4 Underwriting and vendor consideration placement
In terms of the acquisition agreement, and in order to comply with the
JSE minimum shareholder spread requirements, Sentinel and MEPF agreed
to renounce a minimum of 20% of the vendor consideration units in
favour of selected institutional, private and other investors, to be
placed by Growthpoint and its advisors, Investec Corporate Finance
("the vendor placing").
Investec Bank Limited ("Investec"), ABSA Bank Limited ("ABSA"),
Firstrand Bank Limited ("Firstrand"), acting through its FNB Corporate
division and The Standard Bank of South Africa Limited ("Standard
Bank"), acting through its Standard Bank Properties division, entered
into an underwriting agreement with Growthpoint, in terms of which they
agreed to underwrite the placement of vendor consideration units at 90
cents per linked unit, amounting to R400,0 million, equal to 37,1% of
the total vendor consideration units to be issued ("the vendor
placement units").
A maximum of 444 444 444 Growthpoint linked units were available for
subscription in terms of the vendor placing, amounting to R400,0
million. In terms of the vendor placing,, applications were received
for 475 701 059 Growthpoint linked units, amounting to R428 130 953,
resulting in an over-subscription of 31 256 615 Growthpoint linked
units.
5. Listing of new Growthpoint linked units
The JSE has agreed, with effect from the commencement of business on
Tuesday, 4 September 2001, to list the 1 197 622 222 new Growthpoint
linked units issued in terms of the acquisition and the vendor placing,
in the Real Estate - "Property Loan Stock" sector of the JSE lists.
As a consequence of the new Growthpoint linked units being issued in
terms of the acquisition and the vendor placing referred to above,
Sentinel and MEPF will collectively hold approximately 61,2% of the
Growthpoint linked units in issue.
6 Board of directors
Pursuant to the acquisition and change of control of Growthpoint, it is
proposed that the board of directors of Growthpoint be reconstituted as
follows:
D Kuper * (Chairman)
MJ Cullabine *
MG Diliza *
JA Groenewald *
S Hackner
(Alternate: JR Sher)
JC Hayward *
HS Herman *
SR Leon (Italian)
(Alternate: JR Sher)
* Non executive
The proposed new directors of Growthpoint together with 3 independent
non-executives to be nominated in due course will be appointed by the
current Growthpoint directors.
7 Summary of financial information
Pro forma income statement
The summarised pro forma income statement of the enlarged Growthpoint
for the year ended 31 March 2001 and the profit forecast for the
enlarged Growthpoint for the 12 months ending 30 June 2002 are set out
below:
Pro forma 12 months
year ending 30
ended 31 June 2002
March R'000
2001
R'000
Revenue 313 156 337 000
Cost of sales (94 450) 108 421
Gross profit 221 706 228 579
Other operating income 1 341 -
Other operating expenses (4 473) -
Profit before finance costs 218 574 228 579
Net finance costs (218 415) (228 332)
Debenture interest (145 678) 153 377
Interest on long-term loans (73 737) 74 955
Profit / (loss) before taxation 159 247
Taxation (19) (94)
Profit / (loss) after taxation 140 153
Number of linked units in issue after 1 231 518 1 231 518
the acquisition 605 605
Pro forma headline earnings per linked 11,73 12,47
unit (cents)
Pro forma distribution per linked unit 11.83 12,47
(cents)
Pro forma balance sheet
The summarised pro forma balance sheet of the enlarged Growthpoint at
31 March 2001, as set out below, assumes that the acquisition had been
implemented on 31 March 2001.
Published Pro forma
Before After
31 March Adjustments 31 March
2001 R'000 2001
R'000 R'000
Assets
Non-current assets 126 197 1 539 800 1 665 997
Property and 119 197 1 539 800 1 658 997
equipment
Long-term receivables 7 000 - 7 000
Current assets 6 705 - 6 705
Receivables and 1 985 - 1 985
prepayments
Cash and bank 4 747 - 4 747
balances
Total assets 132 902 1 539 800 1 672 702
Equity and
liabilities
Capital and reserves 47 541 1 077 860 1 125 401
Ordinary shares 339 11 976 12 315
Debenture capital 54 260 1 065 884 1 120 144
Accumulated profit / (7 058) - (7 058)
(loss)
Non-current
liabilities
Long-term loans and 79 445 461 940 541 385
borrowings
Current liabilities 5 916 - 5 916
Accounts payable 2 534 - 2 534
Debenture holders for 3 250 - 3 250
interest
Tax liabilities 132 - 132
Total liabilities 85 361 461 940 547 301
Total equity and 132 902 1 539 800 1 672 702
liabilities
The above pro forma net asset statement of Growthpoint excludes the
estimated expenses associated with the acquisition.
8. The existing Growthpoint property portfolio
Details of the existing Growthpoint property portfolio are set out as
follows:
Lettable area
Referen Property Description Location (m})
ce
1 Acornhoek Shopping Acornhoek 5 417
centre Station site
2 Braamfontein Office block 29 De Beer 5 620
4410 Street,
Braamfontein,
Johannesburg
3 Consolidated Office block Cnr. Bree and 6 600
Erf 1252 and shops Rissik
Streets,
Johannesburg
4 Garsfontein Office and 645 5 368
shops Jacqueline
Drive,
Garsfontein,
Pretoria
5 Morimar Hotel and Cnr. Van der 7 232
Buildings shops Walt and
Pretorius
Streets,
Pretoria
6 Thohoyandou Shopping Cnr. Main 4 431
centre Boulevard and
Ephetu
Street,
Thohoyandou
7 Sunset Office block York Park, 9 752
Boulevard York Street,
George
8 Infotech Office block Infotech 9 766
Building,
1090 Arcadia
Street,
Hatfield,
Pretoria
9 Otjiwarongo Shopping Cnr. Tuinweg 5 840
centre and George
Road,
Otjiwarongo,
Namibia
TOTAL 60 026
9. The MPF property portfolio
Details of the MPF property portfolio are set out as follows:
Lettabl
Refere Property Descripti Location e area
nce on (m})
GAUTENG
1 115 Paul Kruger Office 115 Paul Kruger Street, 3 880
block Pretoria CBD, Gauteng
2 174 Visagie Office 174 Visagie Street, 13 351
Street block Pretoria CBD, Gauteng
3 3 Bedford Plaza Office 3 Bedford Plaza, Skeen 3 178
block Boulevard, Bedfordview,
Gauteng
4 540 Pretorius Office 540 Petorius Street, 6 436
Street block Pretoria, Gauteng
5 75 Commissioner Office 75 Commissioner Street, 5 958
Street block Johannesburg CBD, Gauteng
6 Alberton City Shopping Voortrekker Road, 12 515
(31,25%) centre Alberton, Gauteng
7 Amalgam South Industria Corner of Planet & Milky 16 271
l units Way Avenues, Crown
Extension 4, Johannesburg,
Gauteng
8 Amrel Alberton Furniture Corner of Voortekker & 3 914
store Redruth Streets, New
Redruth, Alberton, Gauteng
9 Atrium Milpark Office Atrium Milpark No 6, 41 12 830
block Stanley Avenue,
Braamfontein,
Johannesburg, Gauteng
10 Broll Place Offices Sunnyside Office Park, 32 6 374
Princess of Wales Terrace,
Parktown, Gauteng
11 Central Park Office Corner of Old Pretoria 28 718
park Main Road & 16th Road,
Midrand, Gauteng
12 Cleveland Industria 15 Cleveland Road, 12 958
Industrial l Cleveland, Johannesburg,
warehouse Gauteng
s
13 ConstantiaPark Office Corner of 14th Avenue and 51 379
buildings Hendrik Potgieter Street,
and Weltevreden Park, Gauteng
retail
park
14 Ernst & Young Office 4 Pritchard Street, 16 728
House block Johannesburg Street CBD,
Gauteng
15 Forum Building Office 115 - 159 Struben Street, 35 655
block Pretoria CBD, Gauteng
16 Galileo House Offices Bruma Office Park, Ernest 1 223
(75%) Oppenheimer Avenue, Bruma,
Gauteng
17 Gilooly's View Office Osborne Lane, Bedfordview, 18 262
park Gauteng
18 Grosvenor Office 195 Jan Smuts Avenue, 8 768
Corner building Parktown North, Gauteng
19 Hatfield Office Grosvenor Road, Arcadia, 15 687
Gardens park Hatfield, Gauteng
20 Hitech Park Office, Corner Witch Hazel & 1 891
workshop Edoring Hoekie, Highveld,
and Centurion, Gauteng
showroom
block
21 Holiday Inn Hotel Church street, Pretoria 13 585
Pretoria CBD, Gauteng
22 Litorn House Office 69 Commissioner Street, 5 594
block Johannesburg CBD, Gauteng
23 Milner Place Offices Sunnyside Office Park, 32 3 985
Princess of Wales Terrace,
Parktown, Gauteng
24 MPF House Office Sunnyside Office Park, 32 6 817
block Princess of Wales Terrace,
Parktown, Gauteng
25 Murray & Office 20 Skeen Boulevard, 3 822
Roberts block Bedfordview, Gauteng
26 OK Bazaars Shopping Corner of Victoria and 9 914
Brakpan complex Cavendish Roads, Brakpan,
Gauteng
27 OK Bazaars Shopping 28 - 34 4th Avenue, 17 314
Springs complex Springs, Gauteng
28 OK Bazaars Warehouse 317 Van der Hoff Road, 18 742
Zandfontein Zandfontein, Gauteng
29 Pick `n Pay Warehouse 90 Houthammer Street, 7 140
Devland Devland, Gauteng
30 River Square Shopping Nile Drive, Three Rivers, 37 519
centre Vereeniging, Gauteng
31 Route 24 Warehousi Herman Road, Meadowdale, 23 128
ng Edenvale, Gauteng
complex
32 Route 41 Warehousi Anvil Road, Robertville, 12 556
ng Roodepoort, Gauteng
complex
33 Sandhurst Block Office Corner of Katherine and 5 565
B & C blocks Rivonia Roads, Sandton,
Gauteng
34 Sunnyside Ridge Office Sunnyside Office Park, 32 7 074
block Princess of Wales Terrace,
Parktown, Gauteng
35 Tulbagh Park Office Thompson Street, Colbyn, 16 792
park Pretoria, Gauteng
36 Vereeniging Health Nile Drive, Three Rivers, 3 250
Virgin Active facility Vereeniging, Gauteng
KWAZULU NATAL
37 Eagle Industria 95 Allumina Allee, Alton, 7 681
Industrial Park l park Richards Bay, KwaZulu
(50%) Natal
38 Edgecombe Office La Lucia Ridge Office 4 564
Office park Estate, Umhlanga, KwaZulu
Park Natal
39 Glen Murray Industria 13 Moreland Drive, 8 296
Park l park Redhill, KwaZulu Natal
40 Holiday Inn Hotel 167 Marine Parade, Durban, 19 233
Marine Parade KwaZulu Natal
41 La Lucia Mall Shopping William Campbell Drive, La 33 486
centre Lucia, Umhlanga, KwaZulu
Natal
42 Lanner Place Warehouse Lanner Road, Falcon Park, 14 466
units Pinetown, KwaZulu Natal
43 Nestle Warehouse Lanner Road, Falcon Park, 34 971
and Pinetown, KwaZulu Natal
offices
44 OK Bazaars Shopping 18 Commercial Street, 16 381
Empangeni complex Empangeni, KwaZulu Natal
45 Victoria Maine Office 71 Victoria Embankment, 7 494
block Durban, KwaZulu Natal
46 Westgate (50%) Industria Stockville Road, 15 829
l park Marrianhill Park, KwaZulu
Natal
NORTH WESTERN REGION
47 Rustenberg Warehouse Brons Street, Rustenberg 3 586
Centre Ext 9, North-West Province
WESTERN CAPE
48 Belmont Office Belmont Road, Rondebosch, 14 377
Rondebosch blocks Cape Town
49 Western Warehouse Vanguard Drive, Epping, 10 527
Province Park Cape Town
FREE STATE
50 Edgars Shopping Corner of Charles Street 6 454
Bloemfontein complex and Floreat Avenue,
Bloemfontein
51 Jet Shopping Maitland Street, 5 990
Bloemfontein complex Bloemfontein
TOTAL 672 108
10. Detailed pre-listing statement
Copies of the detailed pre-listing statement, which were posted to
Growthpoint linked unit holders on Thursday, 2 August 2001, may be
obtained during normal business hours at Growthpoint's registered
office, 100 Grayston Drive, Sandton, 2196 (PO Box 78949, Sandton,
2146).
Sandton
4 September 2001
