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Alpina /Fairvest - Progress report on transactions; and further cautionary
Alpina Investments Limited Fairvest Property Holdings Limited
(formerly Gold Edge Holdings Limited) (Incorporated in the Republic of South
(Incorporated in the Republic of South Africa)
Africa) (Registration No.1998/005011/06)
(Registration number 1997/021085/06) ("Fairvest")
("Alpina") Share code: FVT
Share code: ALA ISIN: ZAE000034658
ISIN ZAE000048377
Joint announcement:
- Progress report on transactions; and
- Further cautionary announcement
Introduction
Linked unit holders of Alpina and Fairvest are referred to the separate detailed
cautionary announcements on 16 October 2003 relating to the acquisition by
Alpina of the entire issued share capital and loan accounts of Daisy Street
Investments No 127 (Pty) Ltd ("Daisy Street"), with effect from 1 September 2003
for a net purchase consideration of R251,1 million.
Updated details of the acquisition
Imara Corporate Finance South Africa (Pty) Limited is authorised to announce
that the acquisition of Daisy Street and the purchase consideration has been
altered to take account of a decision to delay the acquisition of some of the
additional properties previously announced, and to increase the size of a
property portfolio acquired from Rentmeester Assurance Ltd ("Rentmeester").
The acquisition comprises the purchase of:
- the entire property portfolio owned by Fairvest for R289,5 million;
- the Rentmeester portfolio (including the Pretoria head office building) for
R91 million;
- two additional properties for R8,5 million; and
- property related businesses for R15,6 million comprising property management
and administration, commission and bridging finance advances and internet based
mortgage origination, and software applications for these businesses.
The gross purchase consideration is R438 039 140, which is to be settled by:
- The issue of 119 250 626 "b-class" Alpina linked units of 200 cents each, for
a total amount of R238 501 251; and
- The assumption of mortgage bond finance to the value of R177 223 889, the
issue of compulsorily convertible debentures to the value of R20 000 000 and
short-term loans of R2 314 000.
The above amounts include the settlement of the Fairvest consideration through
the issue of 68 153 056 "b-class" linked units of 200 cents each, amounting to
R136 306 111 and the assumption of mortgage bonds and financing facilities of
R153 223 889 outstanding against the properties.
Financial effects of the transactions
The calculations relating to the financial effects of the transactions are being
prepared by the respective reporting accountants, viz Grant Thornton for
Fairvest and IAPA Johannesburg for Alpina. These calculations should be
finalised shortly whereafter the financial effects of the transactions will be
announced along with a profit forecast.
It should however be noted that the various acquisitions by Alpina have been
structured with the objective of achieving a pre-tax yield of 14% to linked unit
holders over the next twelve months.
Once the disposal by Fairvest to Daisy Street has been concluded, Fairvest
linked unit holders will be entitled to approximately 58 Alpina linked units of
200 cents each in exchange for their present holdings of 100 Fairvest linked
units. On this basis, Fairvest linked units would have an imputed value of 116
cents each.
Progress in implementing the transactions
The following progress is being made in implementing the transactions:
- In respect of the acquisition of the Ixia property portfolio being acquired by
Alpina (approved by shareholders at a general meeting held in August 2003) from
Bonatla Property Holdings Ltd, the first properties have been transferred to an
Alpina subsidiary.
- Property valuations on the 45 properties being acquired are being completed by
the property valuers, Galleon Valuation Services (Pty) Limited.
- Independent professional opinions on the fair and reasonableness of the
Fairvest and Alpina transactions are being prepared by Grant Thornton Corporate
Finance (Pty) Ltd.
- Progress is being made in obtaining the necessary regulatory approvals. It is
anticipated that the circulars to be mailed to linked unit holders of Alpina and
Fairvest should be completed in January 2004.
Further Joint Cautionary Announcement
Linked unit holders should continue to exercise caution when trading in their
securities until a further announcement is made.
29 December 2003
Sponsor and Corporate Finance Advisor
Imara Corporate Finance South Africa (Pty) Limited
Grant Thornton (Reporting accountants to Fairvest)
IAPA Johannesburg (Reporting accountants to Alpina)
Galleon Valuation Services (Pty) Ltd (Property portfolio valuers)
Date: 29/12/2003 12:45:03 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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