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Vukile - Acquisition of the entire issued capital of MICC Property Income Fund
Limited
Vukile Property Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2002/027194/06
JSE code: VKE ISIN: ZAE000056370
(`Vukile`)
ACQUISITION OF THE ENTIRE ISSUED CAPITAL OF MICC PROPERTY INCOME FUND LIMITED
UPDATED FINANCIAL EFFECTS
1. Introduction
Vukile unitholders are referred to the circular distributed to Vukile
unitholders on Monday, 29 November 2004, regarding, inter alia:
- the proposed acquisition by Vukile of a 17.6% interest in MICC Property
Income Fund Limited (`MICC`) (`the Sanlam acquisition`);
- the conditional sale and purchase agreements entered into between Vukile and
MICC unitholders, including the abovementioned Sanlam acquisition, in terms of
which Vukile has conditionally acquired at least 62% of MICC`s issued capital
(`the acquisition agreements`); and
- the proposed offer by Vukile to acquire the entire issued capital of MICC,
other than the MICC linked units already acquired in terms of the Sanlam
acquisition (`the offer`),
collectively `the transaction`.
At the general meeting of Vukile unitholders to be held on Tuesday, 14
December 2004, Vukile unitholders are required to consider and, if deemed fit,
approve the Sanlam acquisition, the acquisition agreements and the offer.
The circular to Vukile unitholders was distributed before the publication of
Vukile`s maiden interim results for the six months ended 30 September 2004 and
MICC`s audited results for the year ended 30 September 2004. In order to
provide Vukile unitholders with the necessary information to enable them to
consider the resolutions to approve the transaction, this announcement contains
the financial effects of the transaction based on the most recently published
financial information.
2. Financial effects of the transaction
The table below illustrates the financial effects of the transaction per
Vukile linked unit based on Vukile`s reviewed interim results for the six months
ended 30 September 2004. The unaudited pro forma financial effects have been
prepared for illustrative effects only to provide information on how the
transaction may have impacted Vukile`s results and financial position. Due to
the nature of the unaudited pro forma financial effects, it may not give a fair
reflection of Vukile`s financial position after the transaction nor the effect
on future earnings.
After
Before the
the Sanlam Change
trans- acqui- (%)
action sition
Yield per
Vukile
linked
unit (%)
(Note 1) 12.02 (2) 12.12 (3) 0.87
Distrib-
ution
per
Vukile
linked
unit
(cents) 60.10 (2) 60.62 (3) 0.87
Net
asset
value
and
tangible
net
asset
value per
Vukile
linked
unit
(cents) 493.80 (2) 494.22 (4) 0.08
Earnings
per
Vukile
linked
unit
(cents) 60.10 (2) 60.62 (3) 0.87
Headline
earnings
per
Vukile
linked
unit
(cents) 60.10 (2) 60.62 (3) 0.87
Number
of
Vukile
linked
units in
issue 205 129 430 (2) 219 985 731
After
the
Acqui- After
sition the
agree- Change trans- Change
ments (%) action (%)
Yield
per
Vukile
linked
unit (%)
(Note 1) 12.33 (3) 2.61 12.58 (3) 4.65
Distribu-
tion per
Vukile
linked
unit
(cents) 61.67 (3) 2.61 62.90 (3) 4.65
Net
asset
value
and
tangible
net
asset
value per
Vukile
linked
unit
(cents) 495.06 (4) 0.26 495.61 (4) 0.37
Earnings
per
Vukile
linked
unit
(cents) 61.67 (3) 2.61 62.90 (3) 4.65
Headline
earnings
per
Vukile
linked
unit
(cents) 61.56 (3) 2.43 62.80 (3) 4.49
Number
of
Vukile
linked
units
in issue 257 507 447 289 540 229
Notes:
1. The yield per Vukile linked unit is based on the distribution per Vukile
linked unit and a price of 500 cents per Vukile linked unit.
2. Extracted from Vukile`s reviewed interim results for the six months ended
30 September 2004 published on 2 December 2004, taking into account the
acquisition of the Hillcrest Shopping Centre which was transferred 30 November
2004. The results for the six months to 30 September 2004 have been doubled in
order to approximate the results for a full twelve month period to 31 March
2005.
3. Yield, distribution, earnings and headline earnings per linked unit are
based on the following assumptions:
- the transaction took place with effect from 1 April 2004;
- MICC`s audited results for the year ended 30 September 2004, reduced to
a comparative six month period by deducting MICC`s interim results for the six
months ended 31 March 2004; and
- the results for the six months to 30 September 2004 have been doubled
in order to approximate the results for a full twelve month period to 31 March
2005.
4. The net asset value and tangible net asset value per Vukile linked unit
are based on the following assumptions:
- the transaction took effect on 1 April 2004 and the new Vukile linked
units to be issued in terms of the transaction were issued on that date;
- MICC`s audited results at 30 September 2004;
- transaction costs have been capitalised to the cost of the properties;
and
- goodwill has been attributed to the investment properties.
Johannesburg
10 December 2004
Financial advisor and sponsor
Bridge Capital
Date: 10/12/2004 07:30:11 AM
Produced by the JSE SENS Department
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