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Pangbourne - Acquisition Of The Crescent Retail Centre, Umhlanga Rocks
PANGBOURNE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
(Share code: PAP ISIN: ZAE000005252)
(`Pangbourne`)
ACQUISITION OF THE CRESCENT RETAIL CENTRE, UMHLANGA ROCKS
1. INTRODUCTION
Pangbourne combined unitholders are advised that agreement was reached on
Wednesday, 23 March 2005 between Newshelf 765 (Proprietary) Limited, a
wholly owned subsidiary of Pangbourne (`the purchaser`), and Umhlanga
Crescent Investment Company (Proprietary) Limited (`UCIC`), in which
Pangbourne has a 40% interest. In terms of the agreement, the purchaser
will acquire Erf 2655, Umhlanga Rocks, including the letting enterprise
comprising the immovable property and related assets, known as The Crescent
Retail Centre (`the property`), from UCIC (`the transaction`), subject to
the fulfilment of certain conditions precedent as set out in paragraph 4
below.
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. PURCHASE CONSIDERATION
The aggregate purchase consideration is an amount of R176 120 000.00 (one
hundred and seventy six million one hundred and twenty thousand rand), plus
interest if transfer has not been effected by 31 May 2005 and certain minor
adjustments for water and electricity recoveries (`the purchase
consideration`). The purchase consideration will be settled in cash by the
purchaser utilising existing banking facilities within the Pangbourne
group. The agreement governing the transaction also affords Pangbourne the
option to raise funds through a vendor placing.
4. CONDITIONS PRECEDENT TO THE TRANSACTION
The transaction is subject to the completion of a due diligence
investigation by the purchaser within 14 days of signature of the agreement
governing the transaction and the following conditions precedent:
- the unconditional approval of the Competition Authorities to the
transaction;
- UCIC delivering a unanimous shareholders` resolution in terms of
section 228 of the Companies Act approving the transaction;
- approval of the transaction by the boards of Pangbourne and the
purchaser, respectively ;
- receipt of final completion and occupation certificates; and
- receipt of confirmation of approval of removal of certain title deed
conditions, by 29 April 2005, provided that the purchaser may extend
this period to 31 May 2005.
5. EFFECTIVE DATE AND WARRANTIES
Risk and benefit in respect of the property will pass to the purchaser on
the date of registration of transfer of the property to the purchaser.
The transaction is subject to warranties that are normal for a transaction
of this nature.
6. 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
24 March 2005
Investment bank and sponsor
STANDARD BANK
Corporate law advisers and consultants
EDWARD NATHAN (PROPRIETARY) LIMITED
Corporate Law Advisers
Auditors and reporting accountants
Corporate Finance Division
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Date: 24/03/2005 03:58:07 PM
Produced by the JSE SENS Department
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