| Tue 16 Sep 2003, 17:42 | | RESULTS OF GENERAL MEETINGS |
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IFOUR PROPERTIES LIMITED - RESULTS OF GENERAL MEETINGS
iFOUR PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
JSE code: IFR ISIN: ZAE000039236
(Registration number 2001/016118/06)
("iFour" or "the Company")
RESULTS OF GENERAL MEETINGS, CONDITIONS PRECEDENT AND DEFERRED LINKED UNIT BUY
BACK
1. Results of general meetings
Further to the circular to iFour linked unit holders ("iFour unit holders")
dated 29 August 2003 ("the circular"), inter alia regarding the acquisition by
iFour Properties Three (Proprietary) Limited ("the purchaser"), a subsidiary of
iFour, of certain property portfolios, the issue of 66 187 604 new iFour linked
units ("new linked units") and the Securities Regulation Panel on Take-overs and
Mergers" ("the SRP") ruling in favour of Pangbourne Properties Limited
("Pangbourne") relating to the waiver of the requirement to make a mandatory
offer as a result of the increase in its holding in iFour,
PricewaterhouseCoopers Corporate Finance (Pty) Limited is authorised to announce
that at the general meetings of iFour shareholders and debenture holders held on
Tuesday, 16 September 2003 the requisite majorities of shareholders and
debenture holders passed the requisite ordinary resolutions to:
1.1 approve the acquisitions by the purchaser of property portfolios from
Pangbourne, associated companies of Improvon Developments (Pty) Limited and a
number of other independent property vendors detailed in the circular ("the
acquisitions"); and
1.2 waive the requirement that Pangbourne be required to make a mandatory offer
to other iFour unit holders in terms of the Securities Regulation Code on Take
Overs and Mergers.
2 Conditions precedent and implementation
Certain of the acquisitions are still conditional upon approval by the
Competition Commission ("Competition approval"). A further announcement will be
made once such approval has been obtained. Once Competition approval has been
obtained, transfers of the respective properties will be effected and the
applicable new linked units will be issued and listed on the JSE Securities
Exchange South Africa.
3. Deferred linked unit buy back
Further to the iFour announcement dated 31 July 2003, iFour unit holders are
advised that iFour Properties Two (Pty) Limited ("iFour Two"), a wholly-owned
subsidiary of iFour, has acquired from iProp Holdings Limited and Lerix
Investments (Pty) Limited, the rights to be issued 6 300 000 iFour linked units
on March 2004, fully paid up at R5 for an aggregate consideration of R27.09
million ("the buy back"). A special resolution will be proposed at the iFour
annual general meeting to be held on 16 October 2003 to approve the issue of
iFour linked units to iFour Two.
The table below sets out the pro forma financial effects of the buy back on the
earnings, diluted headline earnings and net asset value per iFour linked unit
based on the published iFour results for the year ended 30 June 2003 and the
assumptions and adjustments set out below.
Before After Change
121,0 122,2 1,0%
Earnings per linked unit (cents)
Diluted headline earnings per 69,1 70,7 2,3%
linked unit (cents)
Net asset value per linked unit 523,0 530,5 1,4%
(cents)
Diluted weighted average linked 64 875 58 575
units in issue 179 179
Assumptions and adjustments:
1. In relation to the pro forma earnings and diluted headline earnings per
linked unit, it is assumed that the buy back was implemented on 1 July 2002;
2. The net asset value is adjusted to reflect the effect had the buy back been
effected on 30 June 2003; and
3. An average interest rate of 12,48% before taxation was paid on the debt used
to finance the buy back.
Johannesburg
16 September 2003
Sponsor
(Logo)
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Limited
(Registration number 1999/026464/07)
Corporate adviser
Mettle Limited
(Registration number 1996/010795/06)
Attorneys
Knowles Husain Lindsay Inc
(Registration number 2000/000004/21)
Date: 16/09/2003 05:13:32 PM Produced by the JSE SENS Department
