| Thu 31 Oct 2002, 18:42 | | ACUCAP PROPERTIES LIMITED - ANNOUNCEMENT |
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ACUCAP PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06)
Share code: ACP ISIN: ZAE000037651
("Acucap")
Notice to Centrecity Property Fund ("Cenprop") unitholders regarding the offers
made by Acucap to Cenprop regarding the acquisition of Cenprop properties and
Further Cautionary Announcement to Acucap unitholders.
INTRODUCTION
As announced by Cenprop on 27 September 2002, Cenprop has entered into a process
of selling the properties within its portfolio with a view to ultimately winding
up the unit trust.
At present Cenprop has entered into conditional agreements with Hyprop
Investments Limited ("Hyprop"), Capital Property Fund ("Capital") and ApexHi
Properties Limited ("ApexHi") regarding the disposal of these properties.
On 20 September 2002, Acucap made two offers for properties of Cenprop, through
Property Fund Managers Limited ("PFM"), Cenprop`s management company. These
offers were alluded to in the aforementioned announcement by Cenprop.
Acucap wishes to provide Cenprop unitholders of the details of its offers and
advises Cenprop unitholders to exercise caution when dealing in their Cenprop
units.
DISPOSAL OF PROPERTIES
JHI House and the Mall of Rosebank
Cenprop has entered into a conditional agreement with Hyprop to acquire The Mall
of Rosebank and JHI House. In terms of the agreement, Hyprop will pay Cenprop
R272,323,459 plus an adjustment for the costs of completing the refurbishment of
The Mall of Rosebank, subject to a maximum of R31,676,541. This equates to a
maximum purchase consideration of R304,000,000 for the properties. The
consideration is made up of a maximum 50% cash component, with the balance
payable in Hyprop linked units, to be issued at R10,25 per linked unit.
Acucap has submitted an offer for the properties of R345,000,000 payable 50% in
cash, with the balance payable in Acucap linked units, to be issued at R10,00
per linked unit. The offer is conditional only upon Acucap unitholder approval
and any regulatory approvals required. It compares with the Hyprop offer as
follows :
Maximum amount offered by Hyprop R304,000,000
Amount offered by Acucap R345,000,000
Premium offered by Acucap R 41,000,000
Other properties
Cenprop has entered into conditional agreements with ApexHi and Capital to
dispose of the remaining properties at an aggregate value of R79,000,000. The
aggregate consideration is made up of R6,300,015 cash and R72,699,985 in linked
units, comprising ApexHi and Capital linked units. These transactions exclude
the sale of Andersen Park to Carcor & Associates CC ("Carcor") for a purchase
consideration of R12,500.000.
Whilst Acucap is primarily interest in acquiring The Mall of Rosebank and JHI
House, it is cognisant of Cenprop`s underlying desire to dispose of all its
properties in order that it may be wound up. Consequently, Acucap has made a
second offer to acquire the entire portfolio of Cenprop, excluding Andersen Park
which is to be sold to Carcor. Acucap`s offer for the entire portfolio of
Cenprop amounts to R395,000,000. Acucap`s offer for the entire portfolio is
payable R185,000,000 in cash, with the remaining R210,000,000 payable in Acucap
linked units, issued at R10,00 per linked unit. The offer is conditional only
upon Acucap unitholder approval and any regulatory approvals required. The
offers compare as follows:
Existing offers for the Cenprop portfolio R383,000,000
Acucap`s composite offer for the Cenprop portfolio R395,000,000
Premium offered by Acucap R 12,000,000
Of the R383,000,000 existing offers, R158,300,015 is payable in cash, whilst in
Acucap`s composite offer, R185,000,000 is payable in cash.
VOTING AND PROXIES
As the existing agreements for properties within Cenprop are conditional upon
unitholder approval and given the offers made by Acucap, Acucap advises Cenprop
unitholders to exercise caution in dealing, voting and granting of irrevocable
undertakings regarding the voting of their units and the appointing of proxies,
until such time as when all information is available to them regarding the
various offers.
ACUCAP
Acucap was formed in August 2001 in recognition of the substantial medium to
long term growth prospects of the listed property sector, and in particular the
Property Loan Stock ("PLS") sector, where the opportunity exists to enhance
growth through appropriate levels of suitably hedged gearing. The company was
created with the objective of bringing a good quality listing with exceptional
growth prospects and strong management to the PLS sector. The portfolio is well
balanced with the majority of exposure is spread between the retail and office
sector, predominantly in Gauteng and the Western Cape.
Acucap continues to develop unitholder value through investing in quality
properties able to deliver consistent income growth over a sustained period.
FURTHER CAUTIONARY ANNOUNCEMENT
The board of directors will provide full details of the proposed transaction
referred to above when it is appropriate to do so, in order to seek unitholder
approval. Acucap unitholders are accordingly advised to continue to exercise
caution in the dealing in their units.
Acucap unitholders are also advised that the Acucap interim results will be
published by Friday, 8 November 2002.
31 October 2002
Investment Bank and Sponsor Attorneys
Gensec Bank Limited Edelstein - Bosman
(Reg No 1996/004744/06) Incorporated
(Reg No 1997/021461/21)
Date: 31/10/2002 05:11:16 PM Produced by the JSE SENS Department
