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Metboard Properties Limited - Acquisition By Metboard Of A Portfolio Of
Release Date: 29/04/2004 07:17:38 Code(s): MPL
METBOARD PROPERTIES LIMITED - ACQUISITION BY METBOARD OF A PORTFOLIO OF
PROPERTIES FROM LYONS CORPORATE LEASE FUND (PTY)
LTD AND FURTHER CAUTIONARY ANNOUNCEMENT
Metboard Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/005425/06)
JSE Share code: MPL
ISIN: ZAE000014874
("Metboard")
THE ACQUISITION BY METBOARD OF A PORTFOLIO OF PROPERTIES FROM LYONS CORPORATE
LEASE FUND (PROPRIETARY) LIMITED ("LCLFL") AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Metboard linked unitholders are referred to the cautionary announcement
released on the Securities Exchange News Service of the JSE Securities
Exchange South Africa ("the JSE") on Friday, 26 March 2004, in terms of
which it was announced that Metboard had submitted an offer to the board of
directors of Lyons Financial Solutions Holdings Limited ("Lyons") to
acquire a portfolio of properties from LCLFL. LCLFL is a company in which
Lyons holds a 45% equity interest, with the remaining 55% of the shares
being held by The Rainmakers Investment Trust, of which Lyons is the 100%
beneficiary.
Investec Bank Limited is authorised to announce that Metboard has entered
into separate sale and purchase agreements ("the sale and purchase
agreements") for the acquisition of 22 properties ("the properties") for an
aggregate purchase consideration of R176 355 519 subject to the terms and
conditions as set out in paragraph 3 below ("the acquisitions").
The sellers in each of the respective sale and purchase agreements are
wholly or partly owned subsidiary companies of LCLFL ("the sellers").
2. Rationale For The Acquisitions
Metboard has continually increased the size of its property portfolio
through the acquisition of sought after, high quality properties. The
acquisitions consist of properties that will enhance the quality and
geographical spread of the overall property portfolio of Metboard. The bulk
of the properties being acquired have a lease expiry profile of beyond
2007, which will help balance the Metboard lease profile, making it a very
attractive investment for Metboard.
3. Terms Of The Acquisitions
3.1 The Acquisitions
In terms of the sale and purchase agreements, Metboard will acquire a
portfolio of 22 properties for an aggregate purchase consideration of
R176 355 519 ("Metboard acquisition consideration") to be settled as
to:
- R35 271 104, representing 20% of the Metboard acquisition
consideration, through the issue of 11 341 191 Metboard linked
units at a price of R3,11 per linked unit;
- the balance of R141 084 415 in cash, representing 80% of the
Metboard acquisition consideration.
The properties forming part of the acquisitions are set out in the
table below:
Seller Property Lease Purchase price
description/ expiry (R)
tenant
1. Dotcom Trading 993 (Pty) Ltd Rand Air 30-Jun-09 3 553 231
2. Present Perfect Investments
96 (Pty) Ltd Tiger Wheel and Tyre 31-Oct-07 6 016 258
3. Capensis Investments 450
(Pty) Ltd Tiger Wheel and Tyre 31-Oct-07 8 061 480
4. Bunker Hills Investments
623 (Pty) Ltd Jumbo Cash and Carry 30-Sep-11 23 873 746
5. Portion 2 of Erf 430
Isando Ext 1 (Pty) Ltd Alfa Laval 28-Feb-06 20 861 686
6. Portion 169 Stand 602 Melco Elevators
Spartan Ext 2 (Pty) Ltd South Africa 31-Aug-09 3 775 158
7. Portion 170 Stand 602
Spartan Ext 2 (Pty) Ltd Scott Bader 31-Jul-09 2 550 000
8. Lot 4/5/6 Bay Foreshore
(Pty) Ltd S A Stevedores 31-Jan-10 17 832 820
9. Future Indefinite
Investments 98 (Pty) Ltd Goodyear South Africa 31-Dec-06 7 010 157
10. Shelfigret 86 (Pty) Ltd Highland Print SA 29-Feb-12 10 349 682
11. Omnipact SA Investments
104 (Pty) Ltd Tiger Wheel and Tyre 31-Oct-07 11 630 585
12. Cnr Loper Ave Aeroport
(Pty) Ltd Ameron 31-Mar-05 3 749 264
MPS Express Services 29-Feb-08
13. 55 Loper Ave Aeroport
Ext 2 (Pty) Ltd Atomaer RSA 31-Oct-05 3 749 264
Baldwin Unifilter Filters 31-Mar-06
14. Erf 212 & 213 Millenium
(Pty) Ltd CMG Electrics 31-May-07 2 962 365
15. Erf 249 Millenium (Pty) Ltd DPR Pharmaceuticals 29-Feb-08 2 962 365
16. Quantum Leap Investment
590 (Pty) Ltd Tiger Wheel and Tyre 31-Oct-07 6 004 699
17. Defacto Investments 206
(Pty) Ltd Tiger Wheel and Tyre 31-Oct-07 3 895 164
18. Shelfigret 87 (Pty) Ltd Atlas Copco Secoroc 31-Mar-12 8 103 081
19. Private Preview Investments
41 (Pty) Ltd Quality Products 31-May-14 17 592 288
20. Snowy Owl 176 (Pty) Ltd Tiger Wheel and Tyre 31-Oct-07 6 416 228
21. Portion 53 Stand 602
Spartan Ext 2 (Pty) Ltd Vacant 31- Mar-04 2 702 999
22. Cnr Director & Loper Ave Transworld
(Pty) Ltd Roadfreight 31-Jan-07 2 702 999
Amalgamated Fasteners
and Fitting 28-Feb-06
176 355 519
The average forward yield of the acquisitions, before costs, amounts
to 12,75%.
The Metboard consideration units will be issued by Metboard to the
sellers upon the transfer of the properties into the name of Metboard,
which is anticipated to take place after 1 July 2004 but prior to the
last day to trade in order to participate in Metboard"s distribution
for the six-month period ending 30 September 2004 ("the September
distribution"). As a result, the sellers, to the extent that they are
still holders of the Metboard consideration units, will receive the
full September distribution even though they will not be entitled to a
portion of such distribution. Accordingly, the sellers have agreed to
an antecedent divestiture of a pro rata portion of an agreed 21 cents
per Metboard consideration unit ("the antecedent divestiture") in
relation to the September distribution. To the extent that the
antecedent divestiture is overpaid, the difference between the
antecedent divestiture and the actual September distribution will be
repaid by Metboard to the sellers and to the extent that the
antecedent divestiture is underpaid, Metboard will receive from the
sellers the difference between the antecedent divestiture and the
actual September distribution. Metboard linked unitholders are advised
that the antecedent divestiture of 21 cents per Metboard linked unit
is not a profit forecast, but represents an amount arrived at solely
for the purpose of finalising the mechanism for the antecedent
divestiture to be included in the sale and purchase agreements.
3.2 Conditions Precedent
The acquisitions are subject to the following conditions precedent:
3.2.1 the approval of the acquisitions by Lyons shareholders in
general meeting to be convened for the purposes of
considering and, if deemed fit, approving the acquisitions
("the Lyons general meeting");
3.2.2 the approval of the acquisitions by the shareholders in
general meeting of LCLFL and the sellers;
3.2.3 the finalisation of certain specific property related issues
as set out in the sale and purchase agreements;
3.2.4 the approval of all regulatory authorities whose approval is
legally required for the acquisitions, including, but not
limited to, the Competition Authorities, the JSE and the
Securities Regulation Panel; and
3.2.5 the acquisitions being advertised in terms of Section 34 of
the Insolvency Act.
3.3 Effective Date
The effective date of the acquisitions will be on transfer of the
properties, which date is expected to be on or after 1 July 2004.
3.4 Settlement Of The Metboard Acquisition Consideration
The Metboard acquisition consideration will be settled by Metboard on
the date on which the properties are transferred and registered into
the name of Metboard.
4. Special Arrangements
4.1 Irrevocable Undertakings In Respect Of The Lyons General Meeting
Set out below are the names of the Lyons shareholders, collectively,
holding 373 592 175 Lyons shares, representing 98,2% of the issued
share capital of Lyons who, irrevocably and in writing, have
undertaken to vote in favour of the acquisitions at the Lyons general
meeting:
Shareholder Number of % of the issued
Lyons shares share capital
Tradek Baldersons Nominees (Pty) Ltd 307 966 936 81,0
Icarus Nominees (Pty) Ltd 48 032 455 12,6
Garry John Fromentin 17 592 784 4,6
Total 373 592 175 98,2
4.2 Irrevocable Undertakings In Respect Of The General Meeting Of LCLFL
The board of directors of Lyons, as a representative of a 45%
shareholding in LCLFL by Lyons, irrevocably and in writing, has
undertaken to vote in favour of the acquisitions at the general
meeting of LCLFL ("the LCLFL general meeting") to be convened by the
board of directors of LCLFL for the purposes of approving the
acquisitions.
In addition, the trustees of The Rainmakers Investment Trust, which
has a 55% shareholding in LCLFL, irrevocably and in writing, have
undertaken to vote in favour of the acquisitions at the LCLFL general
meeting. Lyons is the sole beneficiary of The Rainmakers Investment
Trust.
4.3 Irrevocable Undertakings In Respect Of The General Meeting Of The
Sellers
The board of directors of LCLFL, as a representative of the
shareholder of the sellers, irrevocably and in writing, has undertaken
to vote in favour of the acquisitions at the general meeting of the
sellers to be convened by the board of directors of the sellers for
the purposes of approving the acquisitions.
5. Documentation
Given the monetary value of the acquisitions, Metboard linked unitholder
approval is not required for the successful implementation of the
acquisitions. A circular, for information purposes only, setting out all
relevant information relating to the acquisitions will be posted to
Metboard linked unitholders in due course.
6. Further Cautionary Announcement
It is anticipated that a further announcement, including the financial
effects of the acquisitions, will be published in due course. Metboard
linked unitholders are advised to continue to exercise caution when dealing
in their Metboard linked units until a further announcement regarding the
acquisitions is made.
By order of the Board
Sandton
28 April 2004
Merchant Bank:
Investec Corporate Finance
(Registration number 1969/004763/06
Sponsor:
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys:
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc. Registration No 2000/024775/21
