| Fri 24 Mar 2006, 14:15 | | Calulo - Acquisition Of A Property Portfolio |
|
CLO
CLO
Calulo - Acquisition Of A Property Portfolio
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
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Linked unit holders ("unitholders") are referred to the announcement dated
10 February 2006 wherein they were advised that agreements had 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") . The purchase price of the acquisitions
together with a provision for costs of R3 000 000 will be settled partly in
cash and partly by the issue of 15 689 037 new Calulo linked units ("new
linked units") at an aggregate issue price of 225 cents per linked unit.
2. Details of the properties
2.1 Information on the properties
The properties acquired are the following:
Name Vendor Gross lettable Purchase
area (m2) & price (R)
property type
Old Mutual Basic Opportunity 2,784.00 12 526 160
Hoffman Plein Management (Pty) Office
Bloemfontein Ltd
Fruit & Veg. Costanova 2,493.00 8 779 823
Carltonville Property Retail
Investments (Pty)
Ltd
Sinoville Mall Sinoville Sentrum 13,383.50 70 700 721
Pretoria (Pty) Ltd Retail
Massmart Stores Sinoville Sentrum 1,617.00 1 249 025
Klerksdorp (Pty) Ltd Industrial
Edgars Sinoville Sentrum 6,326.00 15 413 019
Sasolburg (Pty) Ltd Retail
Edgars Ermelo Sinoville Sentrum 2,194.00 11 775 774
(Pty) Ltd Retail
Morkels Witbank Sinoville Sentrum 1,484.00 3 052 808
(Pty) Ltd Retail
1, Kerk Street, 3 Autumn Star 1,459.00 5 663 004
Brits Trading 267 (Pty) Office
Ltd
Total 31 741 129 160 334
Independent valuations were performed by Mr Peter Parfitt, a
professional Associated Valuer, on all the properties at 1 February
2006, valuing the properties at substantially the values given above,
with an aggregate value of R129 million. The valuation relied
principally on the net income flow derived from each property that has
been capitalised at market-related rates after consideration of the
rental, tenant profile and lease duration, which then represents the
reported fair value of the properties. There have been no material
changes to the information and assumptions used in the valuations. The
independent valuer"s summarised report will be set out in the circular
referred to in 5 below.
2.2 Vacancy profile by sector and by gross lettable area
The vacancy profile of the properties is as follows:
Vacancy profile (based on m2)
Retail
% 2
2.3 Weighted average rental escalation profile
The weighted average rental escalation profile of the properties is as
follows:
Weighted average rental by sector
Office Retail Industrial
R/m2 50.3 39.8 10.31
Weighted average rental escalation by sector
Office Retail Industrial
% 8.3 6.4 6.0
3. Profit forecast
Set out below is the forecast income statement of Calulo for the 6 months
ending 30 June 2006 and the year there after. The forecasts must be read in
conjunction with the underlying assumptions and the independent reporting
accountants" report thereon which will be included in the circular to
linked unit holders referred to in 5 below. The reporting accountants have
reviewed but not signed off on the forecast given below.
Forecast 6 Forecast for
months ended the 12 months
30 June 2006 ending 30
June 2007
R"000 R"000
Revenue 9,192 19,356
Municipal expenses (1,455) (3,034)
Property management fees (258) (541)
Other operating expenses (768) (1,643)
Operating income 6,711 14,138
Portfolio expenses (218) (1,134)
Net operating profit before 6,493 13,004
interest and taxation
Interest on loans (2,302) (9,209)
Interest to unit holders (3,497) -
Net profit before taxation 694 3,795
available for distribution to
unitholders
Weighted average number of 15,689 15,689
linked units to be issued
(`000)
Earnings per linked unit 4.42 24.19
(cents)
Headline earnings per linked 4.42 24.19
unit (cents)
Notional distribution per 4.42 24.19
linked unit (cents)
Annualised yield based on 225 11.8% 10.8%
cent issue price
The directors forecast an 11.8% annualised yield in respect of the new
acquisitions based on the issue price of 225 cents per linked unit and a
pro rata 2 months (May and June) apportionment of the distribution.
Calulo"s year end is 30 June. The forecast distribution to unit holders for
the 6 months ending 30 June 2006 in respect of the new acquisitions amounts
to 4.42 cents per linked unit and for the 12 months ending 30 June 2007
amounts to 24.19 cents per linked unit (10.8%).
4. Offer to minorities by Matemeku 104 (Proprietary) Limited ("Matemeku")
As announced on 3 March 2006, Matemeku, a black owned company, has acquired
a 28% interest in Calulo. Matemeku has now entered into agreements in
terms of which it will acquire the 15 689 037 new linked units to be issued
to the vendors at an issue price of 225 cents per linked unit in accordance
with the requirements of paragraph 5.62 of the JSE Listings Requirements in
part payment of the purchase price of the properties, subject thereto that
the acquisitions are approved by unit holders and implemented. This will
result in a change in control of the company in terms of the Securities
Regulation Code on Take-overs and Mergers and Matemeku will be obliged to
make an offer to the unit holders of Calulo. Details of the offer by
Matemeku will be published on SENS and in the press once the acquisitions
have become unconditional.
5. Documentation and categorization in terms of JSE Listings Requirements
The acquisitions are categorized 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 is in the course of preparation and will be posted to unit
holders in due course. Transfer of the properties is anticipated on or
about the end of April 2006.
6. Withdrawal of cautionary announcement
Having regard to the contents of this announcement the cautionary
announcement relating to the company is hereby withdrawn and unit holders
need no longer exercise caution when dealing in the linked units of the
company.
CAPE TOWN
24 March 2006
SPONSOR AND CORPORATE ADVISER
SASFIN CAPITAL
A division of Sasfin Bank Limited
REPORTING ACCOUNTANTS
PWC
LEGAL ADVISERS
CLIFFE DEKKER
Date: 24/03/2006 02:15:12 PM Produced by the JSE SENS Department
