| Wed 29 Jun 2005, 14:19 | | Fairvest - Disposal of properties and further caut |
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Fairvest - Disposal of properties and further cautionary announcement
Fairvest Property Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1998/005011/06)
(`Fairvest`)
Share code: FVT ISIN: ZAE000034658
Disposal of properties; posting of circular; update on returning of value to
linked unit holders; and further cautionary announcement
1. Introduction
Imara Corporate Finance South Africa (Pty) Limited is authorised to
announce that the board of directors of Fairvest has, inter alia, concluded
agreements to dispose of two further properties in the portfolio to
independent third parties.
2. Disposal of the Fairland House property
On 21 April 2005, the board accepted an offer from an independent buyer,
The Observatory Partnership, to purchase the property described as
`Fairland House` situated at 364 Victoria Road, Observatory, Cape Town, for
a total purchase consideration of R10 850 000 cash. The book value of the
property is R9 900 000 and the mortgage bond outstanding on the property is
R5 797 000. The agreement is subject to the following conditions precedent:
- the buyer completing a satisfactory due diligence investigation within
30 days of receiving information to conduct such an investigation
(which due diligence has been satisfactorily concluded);
- the buyer being granted finance for the acquisition and development of
the property within 60 days thereafter; and
- the Fairvest linked unit holders approving the sale in general
meeting.
3. Disposal of the Great North Hotel property
On 22 April 2005, the board accepted an offer from an independent buyer,
Omtay Property Holding Trust, to purchase the property described as
`Northern Star Hotel` situated at 46 Landros Mare Street, Polokwane for a
total purchase consideration of R3 000 000 cash. The book value of the
property is R2 200 000 and the mortgage bond outstanding on the property is
R1 300 000. The agreement is subject to the purchaser providing an
acceptable bank guarantee for the full sum of the purchase price by no
later than 30 days after the seller giving such written request for the
delivery of the guarantee.
4. Pro forma Financial Effects
Set out below are the illustrative pro forma financial effects of the
two disposals based on the assumptions that the agreements were
concluded at the beginning of the financial year ended 30 September
2004 for purposes of calculating the financial effects on the Income
Statement and on 30 September 2004 in respect of the Balance Sheet;
and that 116 274 686 linked units were in issue. The `Change %` has
been calculated on a cumulative basis with reference in each case to
the Audited Results for the year ended 30 September 2004:
Audited Pro-Forma Change Pro-Forma Change
Financials AFTER % AFTER %
30 Fairland Great North
September House Hotel
2004 Disposal Disposal
BEFORE
Disposals
Earnings per
linked unit
(cents) 0 0 0
Headline
earnings per
linked unit
(cents) 1,04 0,49 (52,6) 0,36 (65,6)
Net asset and
Net tangible
value per linked
unit (cents)
59,12 59,89 1,3 60,64 2,6
5. Posting of Circular to Linked Unit Holders
In terms of the Listings Requirements of the JSE, the Fairland House
disposal is subject to the approval of the Fairvest linked unit holders. On
20 June 2005, a circular was posted to linked unit holders who will be
required to approve the above transaction and the disposal of eight other
properties previously announced. The circular also contains details of the
disposal of properties in order to comply with an Order of Court obtained
by Gorfil Brothers Holdings (Pty) Ltd to settle put option obligations and
the specific repurchase of 14 000 000 Fairvest linked units at 41 cents per
unit.
The general meeting of Fairvest linked unit holders at which the above
resolutions will be tabled will be held on Wednesday, 13 July 2005.
6. Trading Statement and Publication of Interim results for the six months
ended 31 March 2005
Fairvest has published a trading statement and intends publishing its
unaudited interim results by 30 June 2005.
7. Update on Return of Value to Linked Unit Holders
On 15 October 2004, an announcement was released on SENS in which linked
unit holders were informed that the directors had embarked on a process to
return value to unit holders. The above disposals form part of the
directors` strategy to realise value for linked unit holders.
8. Further Cautionary Announcement
The board is continuing to examine proposals to return value to unit
holders. This process could include either the disposal of all or some of
the remaining property portfolio and to repay linked unit holders the
excess proceeds, or to identify and acquire an appropriate property
portfolio to maximise value for unit holders.
In view of the board`s discussions referred to above, linked unit holders
are advised to continue to exercise caution in dealing in their linked
units until a further announcement is made.
28 June 2005
Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 29/06/2005 02:10:05 PM
Produced by the JSE SENS Department
