| Tue 3 Apr 2001, 0:00 | | Acquisition By Gold Edge Of A 20% Interest In Kill |
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GOLD EDGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/021085/06)
("Gold edge" or "the company")
ACQUISITION BY GOLD EDGE OF A 20% INTEREST IN KILLARNEY MALL
1. Introduction
Further to the cautionary announcement that was published in the press on 20
December 2000, Bridge Capital is authorised to announce that, subject to the
conditions precedent shown in paragraph 5 below, a consortium comprising Gold
Edge and Octodec Investments Limited ("Octodec"), a company listed on the JSE
Securities Exchange South Africa ("JSE") has concluded the acquisition of
Killarney Mall ("the acquisition").
An agreement has been concluded between Gold Edge and Octodec ("the
consortium") in terms of which a company in which Gold Edge will hold a 20%
interest and Octodec a 80% interest, will acquire Killarney Mall.
Killarney Mall of approximately 32 000 square metres comprises 20 800 square
metres retail space and 10 900 square metres office space.
2. Rationale
The acquisition will benefit Gold Edge by increasing the overall quality of its
property portfolio. Killarney Mall represents a blue chip tenant mix with 75%
national tenants, sustainable rentals and escalations.
3. The acquisition of Erven 364 - 366, 392 - 394, 669 and 673 Killarney
Township, Province of Gauteng - Killarney Mall
3.1 Terms of the acquisition
The consortium has acquired Killarney Mall for a total purchase consideration
of R235 000 000 excluding vat, payable in cash to the vendors, Chartaprops 16
(Pty) Limited, upon registration of transfer.
The consortium have secured funding for the acquisition as follows:
Mortgage Finance 185 000 000
Loan Finance - Octodec 40 000 000
Loan Finance - Gold Edge 5 000 000
Cash - Gold Edge 5 000 000
235 000 000
3.2 Effective date
The effective date of the acquisition will be on registration of transfer
subject to the conditions precedent set out in paragraph 5, having been
fulfilled.
3.3 Warranties
The usual warranties in a transaction of this nature have been provided by the
vendor.
4. Financial effects
Pro forma
Before After %
Acquisition Acquisition Change
Headline (loss) per share (cents) (3,23) (2,84) 12,07
Earnings per share (cents) 10,91 11,30 3,57
Net asset value per share (cents) 18,98 18,98 -
The table above sets out the pro forma financial effects of the acquisition
based on Gold Edge's unaudited interim results for the six months ended 31
December 2000, published on Friday, 30 March 2001, on the assumption that the
acquisition has been in effect from 1 July 2000 for the purpose of the earnings
per share and headline earnings per share calculation and 31 December 2000 for
the purpose of the net asset value per share calculation. The financial effects
calculation further assumes net rental income from Killarney Mall of R30
million before financing costs, for the 12 months after the effective date. An
effective interest rate of 13,51% on the loans, has been used in the
calculation of the financial effects and a weighted number of shares in issue
of 29 013 250.
5. Conditions precedent
The acquisition is subject to the following material conditions precedent:
- approval by the Competition Commission and the JSE;
- approval by Octodec linked unit holders; and
- approval by Gold Edge shareholders.
6. Circulars to shareholders
A circular showing full details of the acquisition, the financial effects of
the acquisition and convening a general meeting of shareholders of Gold Edge,
incorporating the necessary resolutions to be passed therein, will be sent to
shareholders within 28 days of this announcement or such later date as may be
agreed to by the JSE.
Johannesburg
3 April 2001
Corporate advisor and sponsor
Bridge Capital Services (Pty) Limited
(Registration number 1998/016301/07)
Reporting accountant
IAPA Johannesburg Chartered Accountants (SA)
