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Prima Property Trust - Acquisition And Disposal Of Property Letting Businesses:
Financial Effects, Salient Dates And Withdrawal Of Cautionary Announcement
Prima Property Trust
Share code: PRM ISIN: ZAE000005641
(`Prima`)
A collective investment scheme in property established in terms of the
Collective Investment Schemes Control Act, 45 of 2002 (the `Act`) managed by
Prima Property Trust Managers Limited
(Registration number 1969/011594/06)
(`PPTM`)
ACQUISITION AND DISPOSAL OF PROPERTY LETTING BUSINESSES: FINANCIAL EFFECTS,
SALIENT DATES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Unitholders are referred to previous announcements and in particular to the
announcement published on SENS on 4 August 2004 in relation to:
the acquisition by Prima of property letting businesses conducted in respect of
a portfolio of 45 properties from the Ellerine Bros. (Proprietary) Limited group
of companies for an aggregate purchase consideration of R198,1 million (the
`acquisition`); and
-the disposal by Prima of the property letting businesses conducted in respect
of three properties to ApexHi Properties Limited for an aggregate consideration
of R115 million (the `disposal`),
(collectively, the `transactions`).
The financial effects of the transactions on Prima unitholders and the salient
dates and times applicable to the transactions are set out below.
2. FINANCIAL EFFECTS
The pro forma financial effects of the transactions set out in the table below
have been prepared for illustrative purposes only to provide information on how
the transactions may have impacted on Prima. Because of their nature, the pro
forma financial effects may not give a fair reflection of Prima`s financial
position after the transactions or the effect of the transactions on future
earnings.
Before the After the After the After the Change
transactions acquisition disposal transactions %
Historical
earnings per
unit (cents) 20.15 17.13 13.70 12.39 (38.51)
Historical
headline
earnings per
unit (cents) 10.24 10.15 9.30 9.46 (7.62)
Historical
net asset
value per
unit (cents) 90.72 88.67 89.88 88.02 (2.98)
Historical
tangible net
asset value
per unit
cents) 90.72 88.67 89.88 88.02 (2.98)
Notes:
1. The historical earnings, headline earnings, net asset value and net
tangible asset value per Prima unit as set out in the `Before the transactions`
column of the table are based on Prima`s audited results for the 10 months ended
30 April 2004.
2. The historical earnings per Prima unit as set out in each of the columns of
the table are based on the following assumptions:
- both of the transactions took effect on 1 July 2003;
- the acquisition and the costs thereof were funded by the disposal proceeds
and the balance by borrowings (raised in respect of the acquisition and a pro
rata portion of the costs));
- the Prima units to be issued in partial consideration for the acquisition
were issued on 1 July 2003;
- interest on the borrowings was raised at an average rate of 10,2% per
annum; and
- the historical financial numbers used in respect of the acquisition
properties relate to a twelve month period and have been adjusted accordingly to
reflect a ten month period.
3. Fair value adjustments have been made to each of the purchase
considerations payable in respect of the acquisition to reflect the relevant
property at the independent valuers` valuation. In addition a pro rata portion
of the costs attributable to each of the properties has been capitalised to the
property in question.
4. The historical headline earnings per Prima unit as set out in each of the
columns of the table have been calculated on the same basis as the historical
earnings per Prima unit, but exclude the fair value adjustments made.
5. The historical net asset value and tangible net asset value per Prima unit
as set out in the `After` columns of the table are based on the assumptions
that:
- both of the transactions took effect on 30 April 2004;
- the acquisition was funded partly by the cash payment of R115 million to be
received by Prima in consideration for the disposal and partly by the requisite
borrowings. Costs of the transactions were financed through borrowings;
- the Prima units to be issued in partial consideration for the acquisition
were issued on 30 April 2004; and
- fair value adjustments effected have been taken into account.
3. SALIENT DATES AND TIMES
The salient dates and times of the transactions are set out below:
2004
Posting of circular Friday, 10 September
Last day to lodge proxy forms with
transfer secretaries by 10:00 on Monday, 27 September
General meeting at 10:00 on Tuesday, 28 September
Results of general meeting published
on SENS on Tuesday, 28 September
Results of general meeting published
in the press on Wednesday, 29 September
The abovementioned dates and times are subject to change at the instance of
Prima. Any changes will be announced on SENS and in the press.
An application for the listing of the consideration units to be issued pursuant
to the acquisition will be submitted to the JSE once the properties have been
registered in the name of Prima.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Unitholders are no longer required to exercise caution in their dealings in
Prima units.
Rosebank
9 September 2004
Corporate advisor
Legal advisor
Sponsor
Java Capital (Proprietary) Limited
Reporting accountants and auditors
Grant Thornton Chartered Accountants (SA)
Trustee
ABSA Bank Limited
Date: 09/09/2004 11:48:05 AM Produced by the JSE SENS Department
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