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Pangbourne - Acquisition of a property portfiolio from Paramount Property Fund
Limited and renewal of cautionary announcement
Pangbourne Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/002352/06)
(Share code: PAP ISIN: ZAE000005252)
(`Pangbourne`)
ACQUISITION OF A PROPERTY PORTFIOLIO FROM PARAMOUNT PROPERTY FUND LIMITED AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
1.INTRODUCTION
Pangbourne combined unitholders are advised that agreement was reached on
Monday, 30 May 2005 between Pangbourne and Paramount Property Fund Limited
(`Paramount`) in terms of which Pangbourne will acquire a portfolio of 15
properties and the leases as a letting enterprise and as a going concern (`the
transaction`). The transaction is 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 Pangbourne
combined unitholders.
3.PURCHASE CONSIDERATION
The aggregate purchase consideration is an amount of R125 million (`the purchase
consideration`). The purchase consideration will be settled in cash by
Pangbourne utilising existing banking facilities within the Pangbourne group.
The agreement governing the transaction also affords Pangbourne the option to
raise funds through a vendor placement of Pangbourne combined units.
4.CONDITIONS PRECEDENT TO THE TRANSACTION
The transaction is subject to the completion of a due diligence investigation by
Pangbourne to be completed by 15 June 2005 and the following conditions
precedent as set out in the agreement governing the transaction:
- the requisite unconditional approval of the Competition Authorities to
the transaction by 1 September 2005;
- Paramount delivering a board resolution granting approval of the
transaction by the board of Paramount by 28 June 2005; and
- Pangbourne delivering a board resolution granting approval of the
transaction by the board of Pangbourne by 28 June 2005.
Paramount and Pangbourne may extend the date for the fulfilment of the
conditions precedent referred to above to such further dates as they agree, in
writing, and may, where appropriate, waive the conditions precedent referred to
above.
5.EFFECTIVE DATE AND WARRANTIES
Risk and benefit in respect of the property will pass to Pangbourne on the date
of occupation of the property, which date is 1 September 2005. With effect from
the occupation date until the transfer date, Paramount shall act as agent to
Pangbourne and shall operate the enterprise for and on behalf of Pangbourne`s
account.
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.
7. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement dated 20 April 2005, Pangbourne
unitholders are advised that Pangbourne is still considering corporate action
which may have a material effect on the traded price of the company`s combined
units and Pangbourne unitholders are advised to continue to exercise caution
when dealing in the company`s combined units until a further announcement is
made in this regard.
Craighall
31 May 2005
Investment bank and sponsor
STANDARD BANK
Corporate law advisers and consultants
BIELDERMANS INC
Date: 31/05/2005 08:00:07 AM
Produced by the JSE SENS Department
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