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Nedcor Limited Hyprop Investments
(Registration No. Limited Ellerine Bros.
1966/010630/06) (Registration No. (Pty) Limited
Share code: NED 1987/005284/06) (Registration No.
Share code: HYP 1960/001074/07)
ISIN Code:
ZAE000004875 ISIN code: ("Ellerine Bros")
ZAE00003430
("Nedcor")
("Hyprop")
ACQUISITION OF CANAL WALK SHOPPING CENTRE AND FURTHER
CAUTIONARY
1. Introduction
Nedcor recently embarked upon a process to dispose of Canal Walk Shopping
Centre. The offers received were evaluated by Nedcor on a quantitative and
qualitative basis.
Pursuant to that process and further to the Hyprop cautionary announcement dated
1 July 2003, Java Capital is authorised to announce that, subject to the
suspensive conditions set out below, Hyprop has concluded an agreement with
Canal Walk Limited (a subsidiary of Nedcor) to acquire Canal Walk Shopping
Centre ("the business") for a purchase consideration of R1,16 billion (inclusive
of VAT at a rate of zero per cent), payable in cash on the registration of
transfer of the property on which the business is conducted into the name of the
purchaser.
Hyprop has sufficient facilities available to fund the purchase consideration.
2. Rationale for the acquisition
Canal Walk Shopping Centre which is located in the developing Century City
precinct comprises 121 000 square metres of retail and 10 000 square metres of
offices, making it the largest shopping centre in the Western Cape and one of
the largest in South Africa. Completed in October 2000, its major tenants
include Edgars, Woolworths, Pick `n Pay, Checkers, Stuttafords and Game.
Canal Walk Shopping Centre is regarded as a high quality premium rated super
regional shopping centre with strong growth prospects. Its acquisition will
further enhance the quality, size and diversification of Hyprop"s portfolio of
prime retail and office properties. In particular the acquisition will enhance
the geographical spread of Hyprop"s investments which, until now, have been
located in Gauteng.
3. Co-owners
In terms of the acquisition agreement, Hyprop has the right to nominate other
parties to acquire a portion or portions of the business. In this regard,
Ellerine Bros (which is a co-owner with Hyprop of The Glen Shopping Centre) will
be acquiring a 20% undivided share in the business and has assumed 20% of the
purchaser"s obligations in terms of the acquisition agreement.
4. Suspensive conditions
The acquisition is subject to the fulfilment of the following suspensive
conditions:
- approval in terms of the Competition Act;
- all approvals and consents required in terms of the Listing Requirements of
the JSE Securities Exchange South Africa from Hyprop combined unitholders; and
- the passing of the requisite resolution in terms of section 228 of the
Companies Act by the shareholders of Canal Walk Limited,
by no later than 30 November 2003, failing which the acquisition will be of no
force and effect
5. Irrevocable undertakings
Hyprop has received irrevocable undertakings from combined unitholders holding
in excess of 35% of the total number of Hyprop combined units in issue to vote
in favour of the acquisition.
Nedbank Limited, the controlling shareholder of Canal Walk Limited, has
undertaken to vote in favour of the Canal Walk Limited shareholders" resolution
required in terms of section 228 of the Companies Act.
6. Further announcement and further cautionary
A further announcement including the financial effects of the acquisition on
Hyprop combined unit holders (if material) and salient dates and times in
relation to the acquisition will be published in due course. Accordingly
combined unit holders are advised to take caution in dealing in Hyprop combined
units until a further announcement is made.
Rosebank
4 July 2003
Investment Bank and
Corporate advisor to Legal advisor to Sponsor to Nedcor
Hyprop and Ellerine Hyprop and
Bros and sponsor to Ellerine Bros
Hyprop
Java Capital Java Capital Nedbank Corporate
(Proprietary) Limited (Proprietary)
Limited
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