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Properties Limited ("Ifour")
Pangbourne Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
Share code: PAP
ISIN: ZAE000005252
("Pangbourne" or "the Company")
ACQUISITION BY PANGBOURNE OF UNITS IN iFOUR PROPERTIES LIMITED ("iFOUR")
1. Introduction
SCMB is authorised to announce that Pangbourne has agreed to collectively
acquire from Growthpoint Properties Limited ("Growthpoint") and the Mine
Employees Pension Fund ("MEPF") 17 854 000 iFour linked units at 572 cents per
iFour linked unit for an aggregate consideration of R102 124 880, which will be
discharged through the transfer to these parties of 2 862 424 ApexHi Properties
Limited ("ApexHi") B units and 32 981 467 Grayprop units ("the MEPF
transaction").
In addition, Pangbourne has acquired on the open market a further 1 857 600
iFour linked units for an aggregate consideration of R9 306 576, equating to an
average price per iFour linked unit of 501 cents ("the open market
transaction").
Pangbourne will be entitled to receive a distribution of 36.29 cents per
iFour linked unit in respect of 9 854 000 of the iFour linked units acquired in
terms of the MEPF transaction.
Pangbourne"s interest in the issued linked units of iFour will reach 33.8% on
transfer of the iFour linked units under the MEPF transaction. No person
associated with the control of Pangbourne, its subsidiaries or associates has an
interest in iFour.
2. iFour
iFour is a property holding company that was listed on the JSE Securities
Exchange South Africa ("JSE") in 2002 in the Real Estate Holding and Development
sector. iFour invests in office, commercial and retail properties through its
subsidiaries.
3. Rationale for the transaction
Pangbourne has identified the iFour linked unit as a high yielding instrument
underlying which exists a high quality property portfolio. Pangbourne"s
investment in iFour in exchange for its interest in Grayprop and a portion of
its interest in ApexHi represents a re-alignment of its strategic interests.
4. Financial effects of the proposed transaction
The pro forma effects of the transaction on the headline earnings, net asset
value and tangible net asset value per Pangbourne combined unit are not
material.
The effect of the MEPF transaction and the open market transaction on the
earnings per Pangbourne combined unit for the six months ended 31 December 2002
equates to 2.23 cents, which represents the capital profit realised on the MEPF
transaction, and is based on a weighted average number of Pangbourne combined
units in issue over the same period of 175 979 779.
Johannesburg
11 March 2003
Merchant bank and sponsor
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
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