| Wed 23 Oct 2002, 11:19 | | Pangbourne - The Disposal Of A Portfolio Of Proper |
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Pangbourne - The Disposal Of A Portfolio Of Properties
Pangbourne Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
Share code: PAP ISIN: ZAE000005252
("Pangbourne" or "the company")
ApexHi Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/000238/06)
Share code: APB ISIN: ZAE000033072
Share code: APA ISIN: ZAE000033064
("ApexHi")
Announcement regarding the disposal of a portfolio of properties
1. Introduction
Pangbourne combined unitholders and ApexHi linked unitholders are advised
that Pangbourne and ApexHi have concluded an agreement in terms of which
Pangbourne shall dispose of and ApexHi shall acquire, with effect from 1 October
2002, 18 property-letting businesses ("properties") located in the central
business districts ("CBD") of Johannesburg and Pretoria ("the transaction").
2. Details of the transaction
The following properties are included in the transaction ("the disposal
properties"):
Bosman Building, Rand Central, African City, Castle Mansions, Annuity House,
Fabcos House, Kelhof, Medical City, North State, OK Bazaars - Eloff Street, 66
Smal Street, West End Centre, Juta, Noswal Hall, City Block, Du Barry Centre,
Log Square and Zanza.
The consideration for the transaction is R125 million, to be settled by the
issue to Pangbourne of 10 869 565 "A" linked units and 10 869 565 "B" linked
units in ApexHi (collectively, "the consideration units") at a combined issue
price of R11,50 (for one "A" linked unit and one "B" linked unit). Pangbourne
will be entitled to the distributions on the consideration units with effect
from 1 October 2002 and will, in addition, be entitled to income of
approximately R5 million over the 12 months to 30 September 2003 from the lease
over the Zanza property.
Pangbourne will initially retain the consideration units and may in future
dispose of them if conditions are deemed suitable.
3. Rationale for the transaction
The transaction is in line with Pangbourne`s strategy of minimising its
exposure to CBD areas and will enable management to concentrate on the company`s
core portfolio. The cost of the disposal properties, all of which were acquired
by Pangbourne with effect from 1 April 2002 from CBD Property Fund and Pioneer
Property Fund, was R96 million. The properties were revalued in the 2002
financial year at R115 million. The transaction will therefore result in a
capital profit on disposal of around R6 million after costs and will
meaningfully increase the quality of Pangbourne`s property portfolio.
The transaction further strengthens and consolidates ApexHi`s presence in the
Johannesburg CBD with a portfolio with sound retail tenants and long Government
leases.
4. Conditions precedent to the TRANSACTION
The transaction remains subject, inter alia, to the following conditions
precedent:
- the approval thereof by the Competition Commission; and
- the satisfactory completion of a due diligence exercise by ApexHi.
5. Pro forma financial effects
The pro forma effects of the transaction on the headline earnings,
distributions, net asset value and tangible net asset value per Pangbourne
combined unit are not material.
The effect of the transaction on the earnings per Pangbourne combined unit
equates to 3,41 cents, which represents the capital profit realised on the
transaction and is based on the 176 114 271 Pangbourne combined units in issue
at 30 June 2002.
The pro forma effects of the transaction on the earnings, headline earnings,
distributions, net asset value and tangible net asset value per ApexHi "A"
linked unit and "B" linked unit are not material.
Johannesburg
22 October 2002
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)
Corporate advisor and sponsor to ApexHi
Corpcapital Corporate Finance
(a sponsor registered with the JSE Securities Exchange of South Africa)
Legal advisor to Pangbourne
J H NICOLSON STILLER & GESHEN
Attorneys
Legal advisor to ApexHi
Corpcapital Transaction Support
Date: 23/10/2002 08:44:14 AM Produced by the JSE SENS Department
