| Tue 4 Dec 2001, 0:00 | | Announcement Regarding The Disposal And Acquisitio |
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Pangbourne Properties Limited
(Incoprorated in the Republic of South Africa)
(Registration number 1987/002352/06)
Share code: PAP
ISIN: ZAE000005252
("Pangbourne")
1. INTRODUCTION
Standard Corporate and Merchant Bank is authorised to announce:
the disposal by Pangbourne of a portfolio of properties to ApexHi Properties
Limited ("ApexHi") for an aggregate consideration of approximately
R66,7 million ("the disposal"); and
the acquisition by Pangbourne of properties for an aggregate cash
consideration of R36,3 million ("the acquisition").
2. DETAILS OF THE DISPOSAL
Pangbourne has agreed to dispose of nine properties ("the disposal
portfolio") to ApexHi. The consideration will be settled by the issue to
Pangbourne of 5 332 960 new linked A units in ApexHi at R7,50 per linked A
unit and 5 332 960 new linked B units in ApexHi at R5,00 per linked B unit
("the consideration units"), resulting in a total consideration of
approximately R66,7 million. The disposal will result in a loss on disposal
of approximately R6,5 million, compared to book value.
The effective date of the disposal will be 1 January 2002. The consideration
units will be issued on transfer of the disposal portfolio into the name of
ApexHi and will participate in the ApexHi quarterly distribution for the
period from 1 January 2002 to 31 March 2002. The disposal agreement is
subject to securing formal approval from the Listings Division of the JSE
Securities Exchange South Africa for the listing of the consideration units
and the approval of the Competition Commission, to the extent necessary.
Pangbourne will retain the consideration units and the terms of the disposal
agreement do not restrict Pangbourne from selling the consideration units in
the normal course of business.
The disposal portfolio comprises two retail properties, Alvaro Centre
(Vanderbijlpark) and Horizon View Shopping Centre (Roodepoort), and seven
industrial properties, Andries Street B (Wynberg, Johannesburg), Plantation
Road 18 (Edenvale), Plantation Road 20 (Edenvale), Stand 506 Wynberg
(Wynberg, Johannesburg), Strydom Street A (Denver, Johannesburg), Strydom
Street B (Denver, Johannesburg) and Wynpol (Wynberg, Johannesburg).
The disposal portfolio comprises older properties, which no longer meet the
investment criteria set by the board of Pangbourne.
3. FINANCIAL EFFECTS OF THE DISPOSAL
The pro forma financial affects of the disposal are contained in the table
below.
Before the After the
disposal (1) disposal(2) Change
(cents) (cents) (%)
Earnings per
Pangbourne unit 101,35 96,22 (5,1)
Headline earnings per
Pangbourne unit 80,29 83,16 3,6
Notes:
The "Before the disposal" column reflects the earnings and headline earnings
per Pangbourne unit for the year ended 30 June 2001 as extracted from the
annual report in respect of that year, based on a weighted average of 80 395
064 Pangbourne units in issue.
The "After the disposal" column assumes that the disposal took place on 1
July 2000, and reflects:
the pro forma earnings per Pangbourne unit based on the actual Pangbourne
earnings for the year ended 30 June 2001 including an annualised pro forma
distribution of R12,5 million in respect of the consideration units (using
the audited ApexHi results for the four months ended 30 June 2001) from
which the income from the disposal portfolio of R10,1 million and a loss on
the disposal of R6,5 million are deducted; and
the pro forma headline earnings per Pangbourne unit based on the actual
Pangbourne headline earnings for the year ended 30 June 2001 including an
annualised pro forma distribution of R12,5 million in respect of the
consideration units (using the audited ApexHi results for the four months
ended 30 June 2001) from which the income from the disposal portfolio of
R10,1 million is deducted.
(3) The effect of the disposal on the net asset value per Pangbourne unit
is not material.
DETAILS OF THE ACQUISITION
Pangbourne has agreed to acquire the following properties:
a prime office property on North Ridge Road, Durban, from Dorbyl Pension
Fund for a cash consideration of R15,7 million. The major portion of this
property is let to Butterworths on a new ten-year lease;
a prime industrial property on Hewitt Avenue, Cape Town from Good Cape
(Epping) Holdings Limited for a cash consideration of R11,6 million. The
major portion of this property is let to Metal Box, a subsidiary of Nampak
Limited ("Nampak"), and there are nine years of the lease remaining; and
the bare dominium in respect of a prime office property on Dennis Road,
Sandton, from Tiradeprops 98 (Proprietary) Limited for a cash consideration
of R9,0 million. The property houses the head office of Nampak and has an
open market value of R28,0 million. Pangbourne will not participate in the
income from this property until expiry of the current lease in July 2007.
The effect of the acquisition on the earnings, headline earnings and the net
asset value per Pangbourne unit are not material.
The acquisition will enhance the quality of the existing Pangbourne
portfolio and may have a positive effect on future earnings.
Johannesburg
3 December 2001
Merchant Bank and sponsor to Pangbourne
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
