| Fri 17 Mar 2006, 17:15 | | Diversified Property Fund Limited - General Issue |
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DIV
DIV
Diversified Property Fund Limited - General Issue Of Linked Units For Cash And
Vendor Placement Of Linked Units Persuant To The Acquisition Of Rivonia Village
Diversified Property Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2005/029685/06
Share code: DIV ISIN: ZAE000072369
("Diversified" or "the company")
GENERAL ISSUE OF LINKED UNITS FOR CASH AND VENDOR PLACEMENT OF LINKED UNITS
PERSUANT TO THE ACQUISITION OF RIVONIA VILLAGE
1 GENERAL ISSUE OF LINKED UNITS FOR CASH
Linked unitholders are advised that Diversified has completed a general issue of
units for cash in terms of a general authority granted by unitholders ("issue
for cash"). In total, 6 986 557 Diversified linked units were placed with
independent public unitholders on 14 March 2006, at an issue price of R6,10
(R5,99 ex-distribution). The cash proceeds from the issue for cash will be used
to reduce debt.
2 ISSUE OF LINKED UNITS AND VENDOR PLACEMENT PURSUANT TO THE ACQUISITION OF
RIVONIA VILLAGE
Linked unitholders are referred to the SENS announcement of 15 December 2005, in
which the company announced the acquisition of the property known as Rivonia
Village ("acquisition"). Based on the amended purchase terms, Diversified will
now issue 15 393 443 linked units in consideration for the acquisition
("consideration units"). The consideration units were placed on behalf of the
vendor on 14 March 2006 ("vendor placing"), at an issue price of R6,10
(R5,99 ex-distribution). Transfer of this property is expected by the end of
March 2006.
3 LISTING OF ADDITIONAL UNITS
Units issued in terms of the issue for cash and the vendor placing were issued
at a 4,2% discount to the 30 day volume weighted average price calculated on 7
March 2006, being the date on which the directors of Diversified determined such
price. This is equivalent to a 6.0% discount to the ex-distribution price.
Additional units will rank pari passu with existing units in issue, including
the right to a distribution for the period ending 30 June 2006.
Listing of the additional units on the JSE Limited is expected on Wednesday, 22
March 2006.
R42,6 million was raised in terms of the issue for cash, being R0,8 million in
pre-paid distribution and the balance in capital. R93,9 million was raised in
terms of the vendor placing, being R1,7 million in pre-paid distribution and the
balance in capital.
The issues increase linked units in issue from 96 761 507 to 119 141 507.
4 FINANCIAL EFFECTS
The unaudited pro forma historical financial effects ("pro forma financial
effects") of the issue for cash and the vendor placing were based on the
published unaudited consolidated results of Diversified for the 3 months ended
31 December 2005. These pro forma financial effects are presented for
illustrative purposes only and, because of its nature, may not fairly present
the financial effects of the issue for cash and the vendor placing on the
balance sheet and income statement of Diversified.
4.1 Issue for cash
The issue for cash had no material effect on earnings, headline earnings,
distribution, net asset value and tangible net asset value per unit and has not
been disclosed.
4.2 Vendor placing
Before After %
Earnings per unit 9,70c 10,70c 10,2
Headline earnings per unit 10,50c 11,38c 8,4
Distribution per unit 12,91c 13,44c 4,1
Net asset value and tangible
net asset value per unit 499c 513 2,8
Earnings per unit, headline earnings per unit and distribution per unit assumes
the acquisition was effective on 1 October 2005, includes income on the
acquisition at an 11% forward yield and that the consideration units were issued
on that date. The net asset value and tangible net asset value per unit assumes
the acquisition was effective on 31 December 2005 and the consideration units
were issued on that date.
Johannesburg
17 March 2006
Sponsor
Java Capital (Proprietary) Limited
Date: 17/03/2006 05:15:57 PM Produced by the JSE SENS Department
