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Pangbourne Properties Limited - Terms Announcement
PANGBOURNE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
(Share code: PAP ISIN: ZAE000005252)
(`Pangbourne`)
ACQUISITION OF RETAIL AND COMMERCIAL PROPERTY PORTFOLIO
1. INTRODUCTION
Pangbourne combined unitholders are advised that agreement was reached on
Friday, 4 March 2005 between Newshelf 765 (Proprietary) Limited, a wholly owned
subsidiary of Pangbourne (`Newshelf 765`) and Covey Properties (Proprietary)
Limited, Blanford 002 (Proprietary) Limited and Erf One One Two Edenburg
(Proprietary) Limited (`the vendors`) whereby, subject to the fulfilment of
certain conditions precedent as set out in paragraph 5 below, Newshelf 765 will
acquire the letting enterprises including the immovable property and related
assets comprising the Pineslopes retail centre in Fourways, Gauteng and a
commercial office building at 357 Rivonia Boulevard, Rivonia, Gauteng, including
the related immovable properties and assets (`the property portfolio`) from the
vendors (`the transaction`).
2. THE RATIONALE FOR THE TRANSACTION
The transaction is in line with Pangbourne`s strategy of acquiring quality
properties which contribute to consistent growth in distributions to combined
unitholders.
3. SALIENT TERMS OF THE TRANSACTION
Newshelf 765 has the right to nominate Pangbourne, or a wholly owned subsidiary
of Pangbourne, as purchaser in its stead prior to 19 April 2005.
The purchase is subject to warranties that are normal to transactions of this
nature.
4. PURCHASE CONSIDERATION
The aggregate purchase consideration is an amount of R174,9 million (`the
purchase consideration`). The purchase consideration will be settled by way of
an inter-company loan from Pangbourne and utilising Pangbourne`s existing
banking facilities. The agreement governing the transaction also affords
Pangbourne the option to raise funds through a vendor placing.
5. CONDITIONS PRECEDENT TO THE TRANSACTION
The transaction is subject to the following conditions precedent:
* the approval of the relevant Competition Authority;
* the vendors delivering certified true copies of shareholders` resolutions in
terms of section 228 of the Company`s Act by 10 March 2005; and
* the shareholders of the vendors providing undertakings by 10 March 2005 that
they will not take any steps for the winding up or deregistration of any of the
vendors for the period of eight months from the transfer date of the last
property in the property portfolio into the name of Newshelf 765.
6. EFFECTIVE DATE
The effective date in respect of each property comprising the portfolio is the
date on which the immovable property forming part of such enterprise is
transferred to Newshelf 765.
7. FINANCIAL EFFECTS
The pro forma financial effects of the transaction on the earnings, headline
earnings, net asset value and tangible net asset value per Pangbourne combined
unit are not material.
Craighall
9 March 2005
Investment bank and sponsor
STANDARD BANK
Corporate law advisers and consultants
EDWARD NATHAN
Corporate Law advisers
Auditors and reporting accountants
Corporate Finance Division
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Date: 09/03/2005 04:18:09 PM
Produced by the JSE SENS Department
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