| Tue 31 May 2005, 9:18 | | Hyprop - Update And Revised Financial Effects In |
|
Hyprop - Update And Revised Financial Effects In Respect Of The Offer To
Unitholders Of SA Retail
Hyprop Investments Limited
(Registration No. 1987/005284/06)
Share code: HYP ISIN code: ZAE000003430
(`Hyprop`)
UPDATE AND REVISED FINANCIAL EFFECTS IN RESPECT OF THE OFFER TO UNITHOLDERS OF
SA RETAIL PROPERTIES LIMITED (`SA RETAIL`)
INTRODUCTION
Hyprop and SA Retail unitholders are referred to the announcements dated 31
March 2005, 20 April 2005 and 4 May 2005 relating to Hyprop`s offer (`the
offer`) to the linked unitholders of SA Retail (`SA Retail unitholders`).
UPDATE
A circular to Hyprop combined unitholders containing details of the offer and
notice of meetings of Hyprop shareholders and debenture holders was posted on
Friday, 27 May 2005. The meetings will be held on Wednesday, 22 June 2005.
In terms of an SRP ruling issued on Friday, 27 May 2005, the circular to be
addressed by the SA Retail board to SA Retail unitholders in terms of Rule 27.2
of the SRP Code is to be issued as soon as possible, but in any event by not
later than Thursday, 2 June 2005.
The date on which the offer becomes unconditional will be announced on SENS and
in the press (together with details of the last day to trade, closing date and
record date of the offer). The offer will remain open for a period of at least
10 business days after it is announced that the offer has become unconditional.
FINANCIAL EFFECTS
The pro forma financial effects of the offer on the historical earnings,
headline earnings, net asset value and tangible net asset value per Hyprop
combined unit were published over SENS on 20 April 2005 and on 4 May 2005.
Subsequent to publication of such financial effects, SA Retail published
reviewed results for the year ended 31 March 2005. The revised financial
effects, which have been based on such reviewed results are set out below. As
with the previous financial effects, separate financial effects have been
prepared:
- on the assumption that the offer consideration would be discharged entirely
in the form of Hyprop consideration units (`units financial effects`); and
- on the assumption that the offer consideration would be discharged
exclusively by way of cash (other than Redefine Income Fund Limited which
has undertaken to elect to receive Hyprop consideration units in discharge
of the offer consideration due to it)) (the `cash financial effects`).
UNITS FINANCIAL EFFECTS
Pro forma Pro forma % change
before after offer
offer per per
combined combined
unit unit
(cents) (cents)(5)
Historical headline earnings 163.81(1) 182.36(2) 11.3
Historical earnings 819.10(1) 687.72(3) (16.0)
Historical net asset value 17.91(1) 19.40(4) 8.3
Historical net tangible asset value 17.91(1) 19.40(4) 8.3
Weighted average combined units in issue 102 818 180 964
(000`s)
Total combined units in issue (000`s) 116 631 194 776
(1) The historical earnings and headline earnings per Hyprop combined unit as
set out in the `before offer` column of the table, are based on Hyprop`s
published audited results for the year ended 31 December 2004 (`Hyprop`s
audited results`). The historical net asset value and tangible net asset
value per Hyprop combined unit as set out in the `before offer` column of
the table are based on Hyprop`s audited balance sheet at 31 December 2004
(`Hyprop`s audited balance sheet`), in which the property portfolio is
stated at fair value.
(2) The historical headline earnings per combined unit as set out in the `after
offer` column of the table, is based on the assumption that the remaining
SA Retail units were acquired on 1 January 2004 and the offer was settled
by the issue of 78 145 253 Hyprop combined units on that date. In addition,
the following adjustments have been made:
- the assumption that 100% of the remaining SA Retail units have been
acquired has necessitated that the SA Retail reviewed results for the
year ended 31 March 2005 (`SA Retail results`) be consolidated with
the Hyprop audited results; and
- the number of Hyprop combined units to be issued has been based on the
number of SA Retail units currently in issue less those already owned
by Hyprop based on a conversion ratio of one Hyprop combined unit for
every 2.7 SA Retail units.
(3) The historical earnings per Hyprop combined unit as set out in the `after
offer` column of the table, has been calculated in the manner described for
the historical headline earnings per Hyprop combined unit but excludes the
headline earnings adjustments indicated in the Hyprop audited results as
well as the additional fair value adjustment relating to the investment
properties in the SA Retail results. The decrease in historical earnings
per Hyprop combined unit is as a result of the relative difference between
the Hyprop and SA Retail fair value adjustments on investment properties
(Hyprop - R924 000 000 and SA Retail - R281 000 000).
(4) The historical net asset value and tangible net asset value per Hyprop
combined unit as set out in the `after offer` column of the table, are
based on the assumption that the remaining SA Retail units were acquired on
31 December 2004 and the offer was settled by the issue of 78 145 253
Hyprop combined units on that date. In addition, the following adjustments
have been made:
- the assumption that 100% of the SA Retail units have been acquired has
necessitated that the balance sheet of SA Retail at 31 March 2005 be
consolidated with the Hyprop audited balance sheet;
- assumed total costs of implementing the offer of R12 756 354, all of
which were written-off to debenture premium and assumed to have been
incurred on 31 December 2004;
- the excess of the offer consideration above the net asset value of SA
Retail at 31 March 2005 of approximately R250.5 million has been
capitalised to investment properties; and
- the Hyprop combined units have been issued at R21,80 implying an offer
consideration of R8,07 per SA Retail unit.
CASH FINANCIAL EFFECTS
Pro forma Pro forma % change
before after offer
offer per per
combined combined
unit unit
(cents) (cents)(5)
Historical headline earnings 163.81(1) 175.87(2) 7.4
Historical earnings 819.10(1) 916.23(3) 11.9
Historical net asset value 17.91(1) 18.47(4) 3.1
Historical net tangible asset value 17.91(1) 18.47(4) 3.1
Weighted average combined units in issue 102 818 123 524
(000`s)
Total combined units in issue (000`s) 116 631 137 336
(1) The historical earnings and headline earnings per Hyprop combined unit as
set out in the `before offer` column of the table, are based on Hyprop`s
published audited results for the year ended 31 December 2004 (`Hyprop`s
audited results`). The historical net asset value and tangible net asset
value per Hyprop combined unit as set out in the `before offer` column of
the table are based on Hyprop`s audited balance sheet at 31 December 2004
(`Hyprop`s audited balance sheet`), in which the property portfolio is
stated at fair value.
(2) The historical headline earnings per combined unit as set out in the `after
offer` column of the table, is based on the assumption that the remaining
SA Retail units were acquired on 1 January 2004 and the offer was settled
by the payment of R1 240 473 305 in cash and the issue of 20 705 389 Hyprop
combined units on that date. In addition, the following adjustments have
been made:
(a) the assumption that 100% of the remaining SA Retail units have been
acquired has necessitated that the SA Retail reviewed results for the
year ended 31 March 2005 (`SA Retail results`) be consolidated with
the Hyprop audited results;
(b) the number of Hyprop combined units to be issued has been based on the
number of SA Retail units currently owned by Redefine based on a
conversion ratio of one Hyprop combined unit for every 2.7 SA Retail
units; and
(c) interest has been raised on the cash paid at an interest rate of 9%
per annum; and
(d) R1 125 000 of costs relating to the raising of debt have been written
off in the income statement.
(3) The historical earnings per Hyprop combined unit as set out in the `after
offer` column of the table, has been calculated in the manner described for
the historical headline earnings per Hyprop combined unit but excludes the
headline earnings adjustments indicated in the Hyprop audited results as
well as the additional fair value adjustment relating to the investment
properties in the SA Retail.
(4) The historical net asset value and tangible net asset value per Hyprop
combined unit as set out in the `after offer` column of the table, are
based on the assumption that the remaining SA Retail units were acquired on
31 December 2004 and the offer was settled by the payment of R1 240 473 305
in cash and the issue of the 20 705 389 Hyprop combined units on that date.
In addition, the following adjustments have been made:
(a) the assumption that 100% of the SA Retail units have been acquired has
necessitated that the balance sheet of SA Retail at 31 March 2005 be
consolidated with the Hyprop audited balance sheet;
(b) assumed total costs of implementing the offer of R12 130 690 (excluding
costs of raising debt), which were proportionately written-off to debenture
premium and capitalised to investment properties and are assumed to have
been incurred on 31 December 2004;
(c) the costs of raising debt estimated at R5 625 000 will be written off to
the income statement over the period of the loan as explained above;
(d) the excess of the offer consideration above the net asset value of SA
Retail at 31 March 2005 of approximately R240 million has been capitalised
to investment properties; and
(e) the Hyprop combined units to be issued to Redefine have been issued at
R21,80 implying an offer consideration of R8,07 per SA Retail unit.
Rosebank
30 May 2005
Corporate advisor
Legal advisor
Sponsor
Java Capital (Proprietary) Limited
Reporting accountants
Grant Thornton
Date: 30/05/2005 02:51:25 PM
Produced by the JSE SENS Department
