| Fri 3 Feb 2006, 15:49 | | Siyathenga Property Fund Limited - Supplementary T |
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SYA
SYA
Siyathenga Property Fund Limited - Supplementary Terms Announcement
SIYATHENGA PROPERTY FUND LIMITED
(Registration number 2004/005198/06)
Share code: SYA
ISIN: ZAE00069530
("Siyathenga" or "the company")
SUPPLEMENTARY TERMS ANNOUNCEMENT REGARDING THE ACQUISITION OF A PORTFOLIO OF
PROPERTIES
1. INTRODUCTION
Siyathenga linked unitholders are referred to the announcement published on SENS
on 14 December 2005 and in the press on 15 December 2005 ("the previous
announcement"). As described in detail in the previous announcement, Siyathenga
Properties Three (Proprietary) Limited ("Siyathenga Three"), a wholly-owned
subsidiary of Siyathenga, has entered into an agreement with Pangbourne
Properties Limited ("Pangbourne") to acquire a portfolio of six properties ("the
property portfolio") for an aggregate purchase consideration of R505.2 million
("the purchase consideration") to be discharged through a cash payment of
R270.83 million and the issue of 39 994 881 new Siyathenga linked units ("the
consideration units"). The property portfolio forms part of the portfolio to be
acquired by Pangbourne from the Transnet Retirement Funds Property Trust
("TRFPT") in a transaction ("the TRFPT transaction") that is to be implemented
simultaneously with the acquisition of the property portfolio ("the
acquisition"). The transfer of the property portfolio is expected to take place
by 31 March 2006, after the fulfillment of all the conditions precedent, which
include the TRFPT transaction becoming unconditional.
2. VALUATION OF THE PROPERTY PORTFOLIO
The property portfolio has been valued by Norman Griffiths & Associates, an
independent external valuer, who is registered as a professional valuer in terms
of the Property Valuers Profession Act, 47 of 2000, as defined in Section 13 of
the Listings Requirements of the JSE Limited. The date of the valuation is 1
December 2005, which is the effective date of the acquisition. Details of the
property portfolio are set out in paragraph 3 below.
The existing Siyathenga property portfolio was revalued at an amount of R884
million as at 1 December 2005, which is an increase of R90.4 million since the
last published valuation as set out in the prospectus, dated 24 June 2005, on
the listing of Siyathenga in August 2005 ("the prospectus").
3. THE PROPERTY PORTFOLIO
Prop Property Purchas Rentable Weighted Vacancy Valuat
erty Name and e Price average profile ion
location
No R"000 area by rental by R"000
sector per rentable
square area
SQ.M metre %
for the
rentable
area
1 Strijdom 42 120 Retail & 30 0 41 000
Commercial
Park
Randburg
Johannesbur
g
Warehous
ing
15494
2 Thrupps 81 850 Retail 78.09 9 82 000
Centre 13187
Illovo
Johannesbur
g
3 The 199 860 Retail 80.38 3 215
Boardwalk 25869 000
Richards
Bay
4 Dions Value 64 680 Retail 61 1 60 000
Centre 12914
Alberton
Johannesbur
g
5 Menlyn 60 040 Motor 45 0 62 000
Dealership 9248
Menlyn
Pretoria
6 Rutherford 56 650 Offices 79 9 58 000
Estate 9179
Waverly
Johannesbur
g
TOTA 505 220 518
L 000
4. FORECAST FINANCIAL INFORMATION
There are no material changes to the forecast financial information published in
the previous announcement.
4.1 Forecast income statement of the property portfolio
The forecast revenue, operational net income, net profit after tax and
distributable earnings of the property portfolio are set out in the table below.
Three months Twelve months
ending 30 June ending 30 June
2006 2007
Revenue (R"000) 16 236 67 733
Percentage 24.1% 33.5%
uncontracted rental
income
Operational net 7 304 23 436
income (R"000)
Net profit after 1 573 8 461
distribution after
tax (R"000)
Distributable 5 265 22 739
earnings (R"000)
Annualised 21 060 22 739
distributable
earnings (R"000)
Equivalent 52.66 56.86
annualised
distributable
earnings per
consideration unit
for the applicable
period (cents)
The forecast income statement for the property portfolio is the responsibility
of the directors.
The forecast income statement for the property portfolio is contained in the
circular referred to in paragraph 5 below ("the circular") and has been reviewed
and reported on by the reporting accountants. Such report will be contained in
the circular and will also be available for inspection.
Siyathenga linked unitholders are referred to the audited profit forecast for
the year ending 30 June 2006 in respect of Siyathenga"s existing property
portfolio published in the Siythenga prospectus, and contained in the circular
and are advised that, in the event that the conditions precedent to the
acquisition are not fulfilled, the directors of Siyathenga do not expect any
material revisions to such profit forecast.
4.2 Forecast income statement of The Boardwalk shopping centre ("The Boardwalk")
The forecast revenue and operational net income of The Boardwalk are set out in
the table below. The Boardwalk is shown separately from the property portfolio
as it is a material property within the property portfolio.
Three months Twelve
ending 30 months
June 2006 ending 30
June 2007
Revenue (R"000) 5 923 24 190
Percentage uncontracted 45.3% 53.4%
rental income
Operational net income 2 515 11 540
(R"000)
The forecast income statement for The Boardwalk is the responsibility of the
directors.
The forecast income statement for The Boardwalk is contained in the circular and
has been reviewed and reported on by the reporting accountants . Such report
will be contained in the circular and will also be available for inspection.
4.3 Pro forma effect on net asset value and tangible net asset value per linked
unit
The pro forma impact of the acquisition on net asset value ("NAV") and tangible
net asset value ("TNAV") per Siyathenga linked unit is set out in the table
below.
Before the After the
Acquisition Acquisition Change
(cents) (cents) (%)
NAV per linked 500 533 7
unit
TNAV per linked 500 533 7
unit
Notes:
1. The NAV and TNAV per Siyathenga linked unit, as set out in the "Before the
acquisition" column of the table, are based upon the pro forma balance sheet of
Siyathenga at 7 June 2005, as contained in the prospectus, and 30 000 000 linked
units in issue.
2. The NAV and TNAV per Siyathenga linked unit, as set out in the "After the
acquisition" column of the table, are based upon 109 979 504 linked units in
issue and the assumptions that:
- the 39 984 623 issued pursuant to the listing of Siyathenga by way of rights
offer and preferential offer on 5 August 2005 were issued on 7 June 2005;
- the acquisition was implemented on 7 June 2005; and
- the Siyathenga consideration units were issued in full on 7 June 2005.
The pro forma effects have been prepared for illustrative purposes only, and
due to its nature may not accurately reflect the financial position of
Siyathenga subsequent to the implementation of the acquisition.
The pro forma effects are the responsibility of the directors.
These pro forma effects have been reviewed and reported upon by the reporting
accounts. Such report is contained in the circular and will also be available
for inspection.
5. SIYATHENGA GENERAL MEETING AND DOCUMENTATION
Siyathenga linked unitholders are reminded that a circular containing full
details of the acquisition and a notice of a meeting of Siyathenga shareholders
("the general meeting") will be posted to Siyathenga linked unitholders on or
about Monday, 13 February 2006. The general meeting will take place on Tuesday,
7 March 2006 at 11:00 at Pangbourne House, 3rd Floor, 382 Jan Smuts Avenue,
Craighall, Johannesburg. These dates are subject to change and any such change
will be published on SENS and in the press.
Craighall
3 February 2006
Investment bank and sponsor Reporting accountants
Standard Bank Deloitte & Touche
Chartered Accountants (SA)
Corporate law advisers Property valuer
Edward Nathan (Proprietary) Norman Griffiths & Associates
Limited CC
Attorneys
Knowles Husain Lindsay Inc
Date: 03/02/2006 03:49:37 PM Produced by the JSE SENS Department
