| Fri 20 Aug 2004, 17:20 | | Pangbourne - Terms Announcement |
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Pangbourne - Terms Announcement
PANGBOURNE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
Share code: PAP ISIN: ZAE000005252
(`Pangbourne`)
TERMS ANNOUNCEMENT
1. INTRODUCTION
Further to the further cautionary announcement dated 27 July 2004, which stated
that agreement had been reached between Pangbourne and Strupot Property
Investments (Proprietary) Limited (`Strupot`) whereby, subject to the fulfilment
of certain conditions precedent, Pangbourne will acquire a portfolio of letting
enterprises, including the related immovable properties and assets from Strupot
(`the transaction`), Pangbourne combined unitholders are hereby notified of the
pro forma financial effects of the transaction. In addition, the further
cautionary announcement dated 27 July 2004, is hereby withdrawn.
2. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The pro forma financial effects of the transaction have been prepared for
illustrative purposes only, to provide information about how the acquisition
might have affected the financial information of Pangbourne. It is based on the
unaudited interim consolidated balance sheet and income statement of Pangbourne
at 31 December 2003 and shows the pro forma financial effects of the
transaction.
Before After
(cents per (cents per Percentage
combined unit) combined unit) change
Earnings 26.221 26.782 2.15
Headline earnings 17.091 17.672 3.37
Core earnings 42.561 44.362 4.23
Net asset value 556.693 556.694 0.00
Tangible net asset value 583.393 583.394 0.00
Notes:
1. The earnings, headline earnings and core earnings per Panbourne combined
unit, as set out in the `Before` column of the table, are based upon the
unaudited interim financial results of Pangbourne for the six months ended
31 December 2003 and 176 033 514 weighted average combined units in issue.
2. The earnings, headlines earnings and core earnings per Pangbourne combined
unit, as set out in the `After` column of the table, are based upon the
reviewed operating income of the Strupot portfolio from 1 July 2003 to 31
December 2003 and the assumptions that:
* the acquisition became effective on 1 July 2003;
* the consideration was paid on 1 July 2003; and
* the consideration was funded from existing borrowings facilities, on
which interest at a rate of 11.5% was incurred.
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 based upon the
unaudited interim balance sheet of Pangbourne at 31 December 2003 and 176
033 514 weighted average combined units in issue.
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 upon the
assumptions that:
* the acquisition became effective on 31 December 2003; and
* the consideration was paid on 31 December 2003.
3. CONDITIONS PRECEDENT TO THE TRANSACTION
The transaction is subject to the following conditions precedent:
* the approval of the relevant Competition Authorities on an
unconditional basis or on conditions which are acceptable to Strupot
and Pangbourne;
* the approvals of Pangbourne shareholders and Pangbourne debenture
holders in separate general meetings; and
* the obtaining of all the necessary regulatory approvals.
4. NOTICE OF GENERAL MEETINGS
A general meeting of Pangbourne shareholders will be held at 10:00 in the Board
Room, Pangbourne, 2nd Floor, Pangbourne House, 382 Jan Smuts Avenue, Craighall,
Johannesburg, on Wednesday, 8 September 2004 for the purpose of considering and,
if deemed appropriate, passing the requisite ordinary resolution to approve and
implement the transaction.
A general meeting of Pangbourne debenture holders to be held at 10:30, or
immediately after conclusion of the general meeting of shareholders, whichever
is the later, in the Board Room, Pangbourne, 2nd Floor, Pangbourne House, 382
Jan Smuts Avenue, Craighall, Johannesburg, on Wednesday, 8 September 2004 for
the purpose of considering and, if deemed appropriate, passing the requisite
ordinary resolution to approve and implement the transaction.
A circular to Pangbourne combined unitholders will be posted on or about
Tuesday, 24 August 2004.
Craighall
20 August 2004
Investment bank and sponsor
STANDARD BANK
Legal adviser
Prinsloo, Tindle & Andropoulos Inc.
Attorneys
Reporting accountants and auditors
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Date: 20/08/2004 05:05:06 PM Produced by the JSE SENS Department
