| Wed 4 Feb 2004, 9:43 | | RESULTS OF PRIVATE PLACEMENT AND COMMENCEMENT OF |
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AMBIT PROPERTIES LIMITED - RESULTS OF PRIVATE PLACEMENT AND COMMENCEMENT OF
LISTING
Ambit Properties Limited
(previously Whirlprops 36 Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2001/007003/06)
(Share code: ABT ISIN:ZAE000051645)
("Ambit" or "the Company")
RESULTS OF PRIVATE PLACEMENT AND COMMENCEMENT OF LISTING
1. INTRODUCTION
Further to the abridged pre-listing statement published on 12 January
2004, Marriott Merchant Bank Limited and ABSA Corporate & Merchant Bank are
authorised to announce the results of the private placement and information
relating to the commencement of listing of Ambit on the JSE Securities
Exchange South Africa ("the JSE").
2. RESULTS OF THE PRIVATE PLACEMENT
In terms of Ambit"s prospectus, Ambit offered 84 981 070 linked units
("units") at an issue price of 200 cents per unit in terms of a private
placement. All the units available in terms of the private placement were
taken up in full.
3. TRANSFER OF PROPERTIES
The listing is conditional on a substantial portion of the property
portfolio being transferred by the listing date. At today"s date 22 properties
have been transferred with a value of R453,15 million and the conveyancing
process on the balance of the portfolio is in hand. A further seven properties
with a value of R36,85 million have been lodged for transfer, with expected
dates of transfer of between 10th and 16th February 2004. The outstanding five
properties worth R18,35 million are due for lodgment shortly after listing as
soon as rates clearance certificates are received from the various municipal
authorities.
Although all the properties, as set out in the prospectus, have not
been transferred in full, Ambit is confident that the outstanding properties
will be transferred into Ambit"s name shortly after listing. The JSE has
approved the listing on the basis that not all the properties will have been
transferred by listing date. Ambit has entered into further agreements with
the vendors of the properties that have not have been transferred on listing
date in terms of which Ambit will receive certain income from those properties
from listing date to the various transfer dates.
4. PRO FORMA FINANCIAL INFORMATION
The pro forma financial information presented below is based on the
properties which have been transferred to Ambit by the listing date. The pro
forma financial information has been prepared for illustrative purposes only
and may not give an accurate reflection of Ambit"s financial position and
performance. The reporting accountants have reviewed the pro forma financial
information and their report in this regard is available for inspection at the
offices of Ambit, 1st Floor, West Court, Sandown Village Office Park, 61 Gwen
Lane, Sandton, 2196.
4.1 Pro forma balance sheet
The revised pro forma balance sheet of Ambit at the listing date is
shown below:
R"000
ASSETS
Non-current assets 525 443
Investment property 461 598
Listed property securities 63 845
Current assets 2 580
Bank 2 580
Total assets 528 023
EQUITY AND LIABILITIES
Capital and reserves
Share capital 1 492
Share premium 26 512
Reserves (4 386)
Capital and reserves 23 618
Debentures 268 682
Long-term liabilities 235 723
Total equity and liabilities 528 023
Units in issue ("000) 149 277
Net asset value per units (cents) 196
The pro forma balance sheet detailed above, has been prepared to
reflect the assets and liabilities as being owned and owed, respectively, at
the listing date, after taking account of the assumed conclusion of the
following transactions:
* Transfer of the properties acquired as detailed in paragraph 3 above,
excluding the properties still to be transferred;
* The raising of borrowings of R235,7 million;
* The settlement of listing and other transaction costs;
* The settlement in full of the considerations payable for the acquisitions
of the property portfolios by means of the issue of units and the payment of
cash; and
* The acceptance, in full, of the offer of 84 981 070 units at 200 cents
each, raising cash of R169,9 million.
4.2 Pro forma income statement
The revised pro forma income statement of Ambit for the most recent
year-ends of the properties included in the Ambit portfolio at the listing
date is shown below:
Pro forma
aggregated
historical income
statement
R"000
Revenue 78 242
Operating income 59 141
Net finance costs 26 181
32 960
Exceptional item 69 249
Income from Associate 3 348
Net income available for distribution 105 557
The pro forma historical income statement information detailed above
presents the aggregated audited or reviewed, actual financial results of the
properties being acquired taking into account the reduced property portfolio
as set out in paragraph 3 above, notwithstanding:
* The fact that the financial reporting periods of the different portfolios/
entities are not coterminous;
* The fact that the financial reporting period reflects results for less than
12 months in instances where trading income and expenditure have been earned
or incurred for a period of less than a year;
* The fact that the results reported incorporate costs arising from
borrowings of different amounts to the borrowings which have been raised for
Ambit"s utilisation in the future; and
* The fact that the results may incorporate certain transactions not
concluded at arm"s length due to the properties being utilised by the vendors.
5. PROFIT FORECAST
Forecast Forecast
8 months to 12 months to
30 September 31 January
2004 2005
R"000 R"000
Operating profit before finance costs 40 042 62 492
Finance costs 17 347 26 008
Operating profit after finance costs* 22 695 36 485
Listing expenses 1 849 1 849
Net profit 20 846 34 636
Distributions/Notional distributions
to linked unitholders 22 695 36 485
Net (loss)/profit before tax (1 849) (1 849)
Linked units in issue on listing 149 277 490 149 277 490
Distribution per linked unit (cents) 15,20 24,44
Earnings per linked unit (cents) (1,23) (1,23)
Headline earnings per linked unit (cents) - -
Yield per linked unit of 200 cents** (%) 11,40 12,22
* All cash flow net income before tax is anticipated to be distributable to
unitholders
**Annualised
The profit forecast above only includes 22 of the 34 properties that
have been transferred as indicated in paragraph 3. All other properties have
been excluded from the profit forecast, although these have already been
lodged for transfer.
The profit forecast has been prepared on the assumption that the
circumstances which affect Ambit"s business, but which are outside the control
of the directors, will not change in such a way as to materially effect the
trading of Ambit.
The basis of preparation and assumptions included in the compilation of
Ambit"s profit forecast for the 8 months ending 30 September 2004 and the 12
months ending 31 January 2005 are set out below. This is not an exhaustive
list of assumptions and should be read in conjunction with the prospectus:
* All existing lease agreements are valid and all rental guarantees are in
place;
* In the majority of instances, turnover rental has not been provided for;
*Current vacant space has been forecast on a property-by-property basis and
where appropriate a take-up of vacant space has been provided for;
* Leases expiring during the period have been forecast on a lease-by-lease
basis at a market related rental taking into account a provision for an
appropriate vacancy period;
* The vacancy rates remain at similar levels;
* No unforeseen economic factors that will affect the lessees" ability to
meet their commitments in terms of the existing lease agreements have been
included;
* Forecast operating expenditure has been determined based on discussions
with the property managers and vendors, historical costs and the forecast
costs per the valuers" reports, taking into account the effects of inflation
on these;
* Interest payable on the debt funding will be in accordance with rates
specified in relevant loan agreements;
* Surplus cash on listing and cash arising from monthly net rental flows will
substantially be invested into the access loan facility resulting in an
effective rate of interest on surplus cash varying between 8,5% and 8,0%;
* The South African prime overdraft rate is 11,5% on average for the forecast
period;
* The properties will be transferred with effect from 1 February 2004;
* No properties will be acquired and no properties will be disposed of during
the year;
* No further linked units in Oryx will be acquired and no linked units in
Oryx will be disposed of during the year;
* The private placing is taken up in full; and
* Operating profit after interest will be distributed to unitholders in full.
The reporting accountants have reviewed the revised profit forecast and
their report in this regard is available for inspection at the offices of
Ambit, 1st Floor, West Court, Sandown Village Office Park, 61 Gwen Lane,
Sandton, 2196.
6. UNITS IN ISSUE
At listing, the position of Ambit"s units in issue will be as follows:
Units in issue 10 000
Units issued in private placement 84 981 070
Units issued to vendors 64 286 420
Units in issue on listing date 149 277 490
Units to be issued to vendors on transfer of properties 9 050 000
Total units in issue upon completion of transfers 158 327 490
7. COMMENCEMENT OF LISTING
The listing of Ambit in the Financial - "Real Estate" sector of the JSE
lists will commence from the opening of trade today, 4 February 2004.
Sandton
4 February 2004
Joint Merchant banks
Marriott Merchant Bank
ABSA Corporate & Merchant Bank
Lead sponsor
Brait
Joint sponsors
Exchange Sponsors
ABSA Corporate & Merchant Bank
Attorneys
Cox Yeats
Attorneys
Property advisors
ABSA Commercial Property Finance
A division of ABSA Bank Limited
Marriott Property Services
Managers
Ambit Management Services (Proprietary) Limited
Reporting accountants
KPMG
Date: 04/02/2004 07:42:07 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
