| Mon 17 Jan 2005, 15:48 | | Calulo - Acquisition of a property portfolio; Furt |
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Calulo - Acquisition of a property portfolio; Further cautionary announcement
CALULO PROPERTY FUND LIMITED
(formerly ANNUITY PROPERTY FUND LIMITED)
(Incorporated in the Republic of South Africa)
(Reg No. 1987/006274/06)
Share code: CLO ISIN: ZAE000060711
(`Calulo`, or `the company`)
ACQUISITION OF A PROPERTY PORTFOLIO
FURTHER CAUTIONARY ANNOUNCEMENT
Unitholders are referred to the cautionary announcement published on SENS on 18
November 2004, in terms of which unitholders were advised that following the
conditional change of control of the company, negotiations were taking place for
the acquisition of a portfolio of properties. Unitholders are now advised that
agreements have been reached for Calulo to acquire property owning companies
holding 15 properties (`the acquisitions`) for a total purchase consideration of
R371.25 million. This represents a significant step in Calulo`s strategy to
build a major black-empowered property holding company.
Background and reasons for the acquisitions
It was announced on 3 September 2004 that Calulo Properties (Proprietary)
Limited, a company controlled by Calulo Investments (Proprietary) Limited
(`Calulo Investments`) had, subject to certain conditions, agreed to purchase
95.5% of the issued linked units in Calulo. It was further announced on 18
November 2004 that the company`s name was to be changed from Annuity Property
Fund Limited to Calulo Property Fund limited.
Calulo Investments is the holding company of a number of investments in the
energy, resources and services sectors of the South African economy. It is a
black-empowered group chaired by Mkhuseli Faku and managed by Mpho Diale, who
are its principal shareholders. It is intended that Calulo will be the property
holding vehicle of Calulo Investments. The CEO of Calulo will be Richard Harman,
former head of Nedbank Property Partners, and the COO and managing director of
the asset management company will be Nyameka Madikizela, formerly the executive
manager of property at the National Ports Authority.
Calulo at present has only one property. Its strategy is to build up
incrementally a major portfolio under black control of soundly managed and well
located commercial, retail and industrial properties spread across all
economically significant regions of South Africa. The present acquisitions
represent the first major step in this strategy.
The acquisitions
The properties have been acquired from various vendors and are located
predominantly in Gauteng and the Eastern and Western Cape. Further details
regarding the properties, the effective dates of purchase and the financial
effects of the acquisitions will be given in a later announcement once the
detailed financial information is available.
A list of the properties detailing location, cost and major tenants may be
inspected at the head office of Calulo Investments, 1st Floor, Block B,
Sandhurst Office Park, Corner Katherine Street and Rivonia Road, Sandton, 2146.
The aggregate cost of the acquisitions is R371.25 million, plus estimated
transaction costs of R9.75 million. This will be settled in part by payment in
cash and the balance by the issue of linked units in Calulo at an issue price of
210 cents per linked unit. The expected funding mix will be 46% equity and 54%
bank borrowing.
The acquisitions are subject to a number of conditions precedent, inter alia:
the satisfactory conclusion of due diligence investigations;
Calulo obtaining bank funding on conditions acceptable to Calulo;
regulatory approvals, including:
approval of the JSE Securities Exchange South Africa (`JSE`) and the granting of
a listing of the linked units to be issued as consideration for the
acquisitions;
Competition Commission approval where required;
Securities Regulation Panel approval; and
the approval of a majority of Calulo unitholders present or represented at a
general meeting of the company to be convened to approve the acquisitions.
Categorisation in terms of JSE Listings Requirements
The acquisitions are categorised as a category 1 and reverse takeover
transaction in terms of the JSE Listings Requirements. Accordingly a category 1
transaction circular and revised listing particulars, incorporating a notice of
general meeting to approve the acquisitions, are in the course of preparation
and will be posted to shareholders in due course.
Further cautionary announcement
A further announcement to provide specific details of the acquisitions as
required in terms of the JSE Listings Requirements will be made once details of
the financing structure and the financial effects of the acquisitions are
available. Unitholders are accordingly advised to continue to exercise caution
in dealing in their linked units until such announcement is made.
CAPE TOWN
17 January 2005
SPONSOR AND CORPORATE ADVISER REPORTING LEGAL ADVISERS
ACCOUNTANTS
SASFIN CORPORATE FINANCE
A division of Sasfin Bank Limited KPMG CLIFFE DEKKER
Date: 17/01/2005 03:28:12 PM
Produced by the JSE SENS Department
