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CLO
CLO
Calulo - Acquisition of a property portfolio and further cautionary announcement
CALULO PROPERTY FUND LIMITED
(formerly ANNUITY PROPERTY FUND LIMITED)
(Incorporated in the Republic of South Africa)
(Reg No. 1987/006274/06)
Share code: CLO & ISIN: ZAE000060711
("Calulo", or "the company")
ACQUISITION OF A PROPERTY PORTFOLIO AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement published on SENS on 4 November
2005, Sasfin Capital is authorised to announce that, subject to the
fulfillment of the conditions precedent set out in 3.3 below, agreements
have been reached for Calulo to acquire various property letting
enterprises ("the properties") from various vendors for a total purchase
consideration of R129 160 334 ("the acquisitions").
2. Background to and rationale for the acquisitions
The stated objective and strategy of Calulo is to build a major property
portfolio held by a black empowered and controlled entity with soundly
managed and well located commercial, retail and industrial properties
spread over all economically significant regions of South Africa. To this
end Calulo, during March 2005, acquired control of Annuity Property Fund
Limited and its property portfolio and established itself as a fully
empowered property loan stock company listed on the JSE Limited ("the
JSE").
The properties detailed herein will be acquired from various vendors and
are located predominantly in Gauteng. The nature and location of the
properties are in line with the company"s objectives of growth and
diversification. The successful implementation of the acquisition will
result in Calulo increasing the size of its property portfolio and
benefiting from increased operational efficiencies.
3. Salient terms of the acquisitions
3.1 The properties
The salient details of the properties are as follows:
Name Vendor Date of Purchase
signature of price (R)
the
agreements
Old Mutual Basic 18 November 12 526 160
Hoffman Plein Opportunity 2005
Bloemfontein Management
(Pty) Ltd
Fruit & Veg Costanova 4 November 8 779 823
Carltonville Property 2005
Investments
(Pty) Ltd
Sinoville Mall Sinoville 8 November 70 700 721
Pretoria Sentrum (Pty) 2005
Ltd
Sinoville Mall Sinoville 8 November 1 249 025
Klerksdorp Sentrum (Pty) 2005
Ltd
Sinoville Mall Sinoville 8 November 15 413 019
Sasolburg Sentrum (Pty) 2005
Ltd
Sinoville Mall Sinoville 8 November 11 775 774
Ermelo Sentrum (Pty) 2005
Ltd
Sinoville Mall Sinoville 8 November 3 052 808
Witbank Sentrum (Pty) 2005
Ltd
Brits 3 Autumn Star 22 November 5 663 004
Trading 267 2005
(Pty) Ltd
Total 129 160
334
Further details of the properties in terms of the Listings
Requirements of the JSE will be included in the further announcement
and the circular to Calulo linked unitholders ("unitholders") referred
to in 4 and 6 below.
Purchase consideration and payment
The purchase of Fruit & Veg Carltonville for R8 779 823 was negotiated
as a separate transaction and has become unconditional. At the time
this purchase price was settled from the company"s existing resources,
however the company will now raise appropriate funding as part of the
settlement of the purchase consideration for the acquisitions. The
aggregate purchase price of the acquisitions is R129 160 334 and a
provison of R3 000 000 was made for costs. The amount of R132 160 334
will be settled as follows:
3.2.1 R35 300 334 by the issue of 15 689 037 new Calulo linked
units ("linked units") at an aggregate issue price of 225
cents per linked unit; and
3.2.2 the balance of R96 860 000 in cash which will be funded by a
loan from First Rand Bank Limited through its Rand Merchant
Bank divison.
The number of issued linked units in the company after the settlement
of the purchase consideration will increase from 74 484 942 to 90 173
979.
3.3 Conditions precedent
The acquisition agreements, excluding the acquisition of Fruit & Veg
Carltonville referred to in 3.2 above, are subject to such terms and
conditions as are normal for transactions of this nature. The only
outstanding conditions precedent are:
- regulatory approvals, including, in respect of the properties
acquired from Sinoville Sentrum (Proprietary) Limited, the
approval of the competition commission;
- approval by the JSE and the granting of a listing of the linked
units to be issued as part payment of the consideration for the
acquisitions;
- the approval of a majority of unitholders present or represented
at a general meeting of the company to be convened to approve the
acquisitions, and
- registration of transfer of the properties.
3.4 Effective date
In terms of the agreements the effective date of the acquisitions is 1
January 2006.
4. Documentation and categorisation in terms of JSE Listings Requirements
The acquisitions are categorised as a category 1 transaction in terms of
the JSE Listings Requirements. Accordingly a category 1 transaction
circular, incorporating a notice convening a general meeting to approve the
acquisitions ("the general meeting") is in the course of preparation and
will be posted to unitholders in due course.
5. Opinions and recommendations
The directors of Calulo have considered the terms and conditions of the
acquisitions and are of the opinion that they are fair and reasonable to
unitholders and unanimously recommend that unitholders vote in favour of
the resolutions to implement the acquisitions at the general meeting.
Those Calulo directors intend to vote in favour of the resolutions
necessary to implement the acquisitions in respect of linked units
beneficially owned by them or under their control.
6. Further cautionary announcement
A further announcement to provide specific details of the properties and
financial effects of the acquisitions in terms of the Listings Requirements
of the JSE will be made shortly. Unitholders are accordingly advised to
continue to exercise caution in dealing in their linked units until such
announcement is made.
JOHANNESBURG
10 February 2005
SPONSOR AND CORPORATE ADVISER
SASFIN CORPORATE FINANCE
A division of Sasfin Bank Limited
REPORTING ACCOUNTANTS
PWC
LEGAL ADVISERS
CLIFFE DEKKER
Date: 10/02/2006 03:04:06 PM Produced by the JSE SENS Department
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