| Fri 29 Aug 2003, 16:14 | | Disposal Of Properties And Withdrawal Of Cautionar |
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Pangbourne - Disposal Of Properties And Withdrawal Of Cautionary Announcement
Pangbourne Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
Share code: PAP ISIN: 000005252
("Pangbourne")
DISPOSAL OF PROPERTIES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Combined unitholders are referred to the announcement dated
31 July 2003, in which details were disclosed relating to the disposal by
Pangbourne to a subsidiary of iFour Properties Limited ("iFour") of a portfolio
of properties ("the disposal properties") in exchange for
49 911 200 new iFour linked units ("the consideration units") ("the disposal").
9 000 000 of the consideration units have been placed with Provest Management
(Proprietary) Limited in terms of a vendor placing at a price of R5.20 per
consideration unit ("the vendor placing").
Set out below are the pro forma financial effects of the disposal and the
important dates and times relating thereto.
2. Pro forma financial effects
The pro forma financial effects of the disposal on the earnings, headline
earnings, core earnings, net asset value and tangible net asset value (which is
net asset value excluding negative goodwill) per Pangbourne combined unit are
set out in the table below.
These pro forma financial effects have been prepared for illustrative
purposes only and, due to their nature, do not accurately reflect the financial
position of Pangbourne subsequent to the implementation of the disposal.
Before After
per Pangbourne per Pangbourne
combined unit combined unit Change
(cents) (cents) (%)
Earnings 68,49(1) 82,65(2) 20,68
Headline earnings 28,58(1) 29,79(2) 4,21
Core earnings 89,23(1) 93,81(2) 5,13
Net asFset value 544,33(3) 550,33(4) 1,10
Tangible net asset value 576,79(3) 582,79(4) 1,04
Notes:
1. The earnings, headline earnings and core earnings per Pangbourne combined
unit, as set out in the "Before" column of the table, are in terms of the
audited financial results of Pangbourne for the year ended 30 June 2003 and 176
033 000 combined units in issue.
2. The earnings, headline earnings and core earnings per Pangbourne combined
unit, as set out in the "After" column of the table, are based on the
assumptions that:
* the disposal was effective 1 July 2002;
* Pangbourne received the consideration units on 1 July 2002 and held them for
the full financial year to 30 June 2003;
* the full distribution received as a consequence of Pangbourne"s interest in
iFour linked units is distributed to Pangbourne combined unitholders as interest
on debentures, which interest is deductible for tax purposes, and therefore no
taxation is payable on such distribution received;
* the market value of the consideration units at the date of implementation of
the disposal and at the date of the vendor placing was R5,12, being the market
value of the iFour linked units on the JSE Securities Exchange South Africa
("JSE") on 30 July 2003, less the final distribution to iFour linked unitholders
of 38,71 cents per iFour linked unit;
* Pangbourne received a promoter"s fee of R5,9 million on 1 July 2002;
* the cash received in respect of the vendor placing was applied against
borrowings, resulting in an interest saving at a rate of 12,5% per annum;
* iFour"s aggregate distribution to iFour linked unitholders for the 2003
financial year increased to the extent of the full net rental income in respect
of the disposal properties; and
* iFour"s distribution prior to its acquisition of the disposal properties was
based on the audited financial statements of iFour for the 2003 financial year.
3. The net asset value and tangible net asset value per Pangbourne combined
unit, as set out in the "Before" column of the table, are in terms of the
audited balance sheet of Pangbourne at 30 June 2003.
4. The net asset value and tangible net asset value per Pangbourne combined
unit, as set out in the "After" column of the table, are based on the
assumptions that:
* the disposal was implemented on 30 June 2003;
* Pangbourne received the promoters fee of R5,9 million on 1 July 2002;
* the consideration units were issued in full on 1 July 2002; and
* the market value of the consideration units at the date of implementation of
the disposal and at the date of the vendor placing was R5,12, being the market
value of iFour linked units on the JSE on the day immediately preceding the
publication of the terms of the disposal on SENS, less the final distribution to
iFour linked unitholders of 38,71 cents per iFour linked unit.
3. General meetings
The implementation of the disposal is subject, inter alia, to the approval of
Pangbourne debenture holders and Pangbourne shareholders at separate general
meetings to be held at 11:00 and 11:30 (or immediately after the conclusion of
the general meeting of debenture holders, whichever is the later), respectively,
on Tuesday, 16 September 2003, in the Board Room, Pangbourne, 2nd Floor,
Pangbourne House, 382 Jan Smuts Avenue, Craighall ("the general meetings").
4. Important dates and times
The important dates and times relating to the general meetings and the
disposal are set out in the table below.
2003
Last day to lodge forms of proxy for the
general meeting of debenture holders by
11:00 on Friday, 12 September
Last day to lodge forms of proxy for the
general meeting of shareholders by 11:30 on Friday, 12 September
General meeting of debenture holders to
be held at 11:00 on Tuesday, 16 September
General meeting of shareholders to be
held at 11:30 (or immediately after the
conclusion of the general meeting of
debenture holders, whichever is the
later) on Tuesday, 16 September
Results of the general meetings published
on SENS on Tuesday, 16 September
Results of the general meetings published
in the press on Wednesday, 17 September
Listing of the consideration units on the
JSE on Friday, 26 September
Note:
These dates and times may be changed by mutual agreement between Pangbourne and
iFour. The listing of the consideration units on the JSE will only take place
once all the suspensive conditions have been fulfilled and the date of listing
of the consideration units may have to be changed to accommodate this. Any such
change will be published on SENS and in the press.
5. Documentation
A circular containing the details of the disposal and notices of the general
meetings referred to in paragraph 3 above will be posted to combined unitholders
on or about 1 September 2003.
6. Withdrawal of cautionary announcement
Combined unitholders are advised that caution is no longer required when
trading in their Pangbourne combined units.
Johannesburg
1 September 2003
Merchant bank and sponsor
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Auditors and reporting accountants
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Corporate advisers
METTLE
Date: 29/08/2003 04:05:22 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
