| Tue 1 Nov 2005, 15:42 | | CBS - Results of private placing of CBS linked uni |
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CBS - Results of private placing of CBS linked units and commencement of listing
of CBS linked units on the JSE Limited
CBS PROPERTY PORTFOLIO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/009523/06)
(Share code: CBS & ISIN: ZAE000073995)
("CBS" or "the company")
Results of private placing of CBS linked units and commencement of listing of
CBS linked units on the JSE Limited ("JSE")
1. INTRODUCTION
Further to the Pre-listing statement which was made available on Monday, 24
October 2005 ("Pre-listing statement") and the Abridged Pre-listing statement
released on the Securities Exchange News Service ("SENS") of the JSE and
published in the press on Monday, 24 October 2005 and Tuesday, 25 October
2005, respectively ("the abridged Pre-listing statement"), Investec Bank
Limited is authorised to announce the results of the private placing of CBS
linked units to select investors ("the private placing") and to provide
further information relating to the listing of CBS linked units on the JSE
("the listing").
All the conditions precedent to the listing have been fulfilled and as a
result the listing is now unconditional.
2. RESULTS OF THE PRIVATE PLACING AND ISSUE OF ADDITIONAL CBS LINKED UNITS
In terms of the private placing, CBS offered to place 37 000 000 linked units
("CBS linked units") for subscription at an issue price of 675 cents per CBS
linked unit with a value of R249.75 million. Of the R249.75 million
approximately R80 million was pre-placed with existing CBS linked unitholders
and funders, and an additional R20 million was reserved for existing linked
unitholders. The value of the CBS linked units made available to institutions
and private clients of financial institutions amounted to R150 million. The
portion of the private placing made available to institutions was
oversubscribed for by approximately 7.5 times and as a result CBS increased
the number of linked units it intended to issue by 10 415 407 CBS linked
units at an issue price of 675 cents per linked unit amounting to
approximately R70 million.
3. TRANSFER OF PROPERTIES
As detailed in the Pre-listing statement certain of the properties namely the
acquisitions from Growthpoint Properties Limited ("Growthpoint") and the
acquisition of the Malvern Centre, comprising approximately 22% of the gross
market value of the CBS property portfolio will not have transferred by the
listing date and as a result the 10 838 519 CBS linked units relating to
these properties will not be issued and listed and the debt funding relating
to these properties will not be drawn down until the properties are
transferred and registered in the name of CBS.
The JSE has approved the listing on the basis that the above mentioned
properties which form part of the CBS property portfolio will not have been
transferred to CBS by the listing date.
4. FINANCIAL INFORMATION
4.1 Pro forma balance sheet
The pro forma financial information presented below has been prepared on the
basis as disclosed in the Pre-listing statement, however adjustments have
been made to take into account the additional cash raised as a result of the
issue of the additional 10 415 407 CBS linked units.
In addition, in order to provide investors with appropriate financial
information the pro forma historical financial information in respect of the
CBS property portfolio has been prepared based on two scenarios:
Scenario A -assumes that all the properties comprising the CBS property
portfolio are transferred to CBS by the listing date;
Scenario B -assumes that 78% of the gross value based on the market value of
the properties comprising the CBS property portfolio are
transferred to CBS by the listing date, assuming that none of the
properties detailed in paragraph 3 above which are potentially
subject to procedural delays in terms of the acquisitions are
transferred into the name of CBS by the listing date, and that
the transfers of the relevant properties take place subsequent to
the listing date.
CBS as at 30 Consolidated Consolidated
June 2005 Scenario A Scenario B
R R R
Assets
Non current
assets 513,981,515 1,020,343,567 795,463,036
Investment
properties 513,981,515 1,005,493,567 780,613,036
Goodwill -
14,850,000 14,850,000
-
Current assets
27,844,023 36,290,918 36,290,918
Trade and
receivables 3,506,821 3,685,792 3,685,792
Debtor-sale of
Bracken Parks 17,203,000 17,203,000 17,203,000
Amounts owing by - -
group company 634,191
Cash and bank
6,500,011 15,402,126 15,402,126
-
Total assets
541,825,538 1,056,634,485 831,753,954
Equity and
liabilities
Capital and 179,681,226 153,921,776
reserves 80,306,192
Issued capital 399,259
135,000 453,452
Share premium 78,101,337
1,058,937 97,068,740
Distributable
reserve 79,112,255 82,159,034 75,421,180
-
Non current 841,004,331 641,883,251
liabilities 449,803,184
Shareholders
loans @ R9.99 145,295,024 - -
Debentures @ - 398,860,450
R4.995 452,998,853
Long term 369,050,365
liabilities 289,121,155 225,210,365
Deferred tax
15,387,005 18,955,113 17,812,436
Current
liabilities 11,716,162 35,948,928 35,948,927
Trade and other
payables 2,651,038 13,336,885 13,336,885
Short term
portion of long 51,079 51,079 51,079
term loans
Tenant deposits
2,770,819 2,770,820 2,770,820
Payable on -
property 9,472,060 9,472,060
acquisitions
Bank overdraft -
- -
Investor
interest accrual 6,243,226 10,318,084 10,318,084
-
Total equity
and liabilities 541,825,538 1,056,634,485 831,753,954
4.2 CBS consolidated profit forecast
The CBS consolidated profit forecasts have been prepared for illustrative
purposes only, to provide information about net income that will be earned
on the CBS property portfolio for the 12-month period ended 31 October 2005
and the 12 month period ending 31 October 2006.
The profit forecast of CBS for the 12-month period ending 31 October 2006
has been revised to take into account the effect of the additional 10 415
407 CBS linked units issued in terms of paragraph 2 above:
Forecast
12 months 12 months
ended ending
31 October 31 October
2005 2006
R"000 R"000
Revenue 69 694 140 042
Straight lining of rental income 7 444 3 913
Operating expenses (27 284) (46 436)
Profit on sale of fixed property 5 218
Interest income 613 19 076
Operating profit before interest 55 685 116 595
paid
Fair value adjustment for straight (7 444) (3 913)
lining of rental income
Interest paid - long term borrowings (29 878) (50 812)
Interest paid - debenture holders (18 363) (61 870)
Operating profit after interest - -
Net profit - -
Linked units in issue * 42 379 280 90 690 461
Distribution per linked unit (cents) 62 68
Profit per linked unit (cents) - -
Headline earnings per linked unit - -
(cents)
Yield (based on distribution) per
linked unit with a linked unit price 9.20% 10.11%
of 675 cents (%)
*The linked units in issue in respect of the 31 October 2006 forecast
assumes that all the linked units relating to the properties acquired from
Growthpoint and the Malvern Centre have been issued. The balance of the
assumptions are as detailed in the Pre-listing statement.
The forward yield of 10.11% is calculated based on the assumption that the
cash raised in terms of paragraph 2 above remains invested in the company
for a 12 month period. CBS is confident that as a result of additional
property acquisitions that are anticipated to be made in the near future,
the additional cash raised will be utilised in a yield enhancing manner and
the original forecast forward yield of 10.25 % should be met.
5. CBS LINKED UNITS IN ISSUE
At the listing date, CBS" linked units in issue will be as follows:
Linked units held by existing CBS linked 43 275 054
unitholders
Linked units issued in terms of private placing 26 161 481
Additional linked units issued 10 415 407
Linked units in issue at the listing date 79 851 942
Linked units to be issued on the transfer of the 10 838 519
remaining properties
Total linked units in issue on completion of the 90 690 461
transfers of all the properties comprising the CBS
property portfolio
6. COMMENCEMENT OF LISTING ON THE JSE
The listing of CBS linked units in the "Financial - Real Estate" sector of
the JSE list will commence with effect from the commencement of business on
Wednesday, 2 November 2005. The CBS linked units will trade under the
abbreviated name "CBSPROP" and the JSE code CBS.
Cape Town
1 November 2005
Merchant bank
Investec Corporate Finance
Lead sponsor
Investec Bank Limited
Co sponsor
Barnard Jacobs Mellet Corporate Finance
Attorneys
Jowell Glyn & Marais
Smit Tabata Buchanan Boyes
Independent reporting accountants and auditors
BDO Spencer Steward (Cape Town) Inc
Schnaid Rubin & Co
Rubin & Co
Date: 01/11/2005 03:42:27 PM Produced by the JSE SENS Department
