| Thu 22 Jun 2006, 16:25 | | iFour - Sale of Property portfolio to Emerald Fire |
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IFR
IFR
iFour - Sale of Property portfolio to Emerald Fire Investments (Proprietary) Ltd
iFour Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 2001/016118/06)
(Share code: IFR ISIN: ZAE000039326)
("iFour")
SALE OF PROPERTY PORTFOLIO TO EMERALD FIRE INVESTMENTS (PROPRIETARY) LIMITED
("EMERALD")
1. INTRODUCTION
iFour linked unitholders are advised that on 15 June 2006, agreement was
reached with Emerald ("the agreement")whereby iFour will dispose, as a
going concern, of an enterprise comprising a portfolio of 11 properties and
the leases as a letting enterprise ("the transaction"). The transaction is
subject to the fulfilment of the conditions precedent set out in paragraph
4 below.
2. RATIONALE FOR THE TRANSACTION
The transaction is in line with iFour"s strategy of disposing of properties
which no longer meets its investment criteria.
3. PURCHASE CONSIDERATION
The aggregate cash sale consideration amounts to R109,96 million, inclusive
of zero rated VAT ("the purchase consideration").
4. CONDITIONS PRECEDENT
In terms of the agreement, the transaction is subject to the completion by
Emerald to its satisfaction of a due diligence by not later than 05 July
2006 as well as the further following conditions:
- iFour receiving written notice within 21 days of Emerald having
procured sufficient funding from a financial institution; and
- iFour receiving written notice within 21 days of Absa Commercial
Property Finance having provided confirmation as to the fair market
value and arms length nature of the transaction.
In terms of the agreement, iFour and Emerald, in writing, may extend the
dates for fulfilment of any or all of the conditions precedent, or may,
where appropriate, waive the conditions precedent referred to above.
5. EFFECTIVE DATE AND WARRANTIES
Risk and benefit in respect of the property will pass to Emerald on the
date of registration of transfer.
The transaction is subject to warranties that are normal for a transaction
of this nature.
6. FINANCIAL EFFECTS
The pro forma financial effects of the Emerald transaction have been
calculated on the assumption that the property was disposed of on 1 July
2005.The following table and accompanying notes are the responsibility of
the directors of the company and set out the unaudited pro forma financial
effects of the transaction. It has been prepared for illustrative purposes
only and because of its nature, may not fairly present iFour"s financial
position, changes in equity, results of operations or cash flows.The pro
forma financial effects have been prepared in compliance with SAICA
guidelines, GAAP and IFRS.The financial effects are as follows:
Before(1) After(2) Change%
Earnings per linked unit 102,08 107,12 4,70
(cents)(3)
Headline earnings per unit 34,89 33,22 (5,03)
(cents)(3)
Net asset value per unit 620 627 1,07
(cents)(4)
Net tangible asset value per unit 620 627 1,07
(cents)(4)
Number of linked units in issue 150 764 924 150 764 924 0,0
1. The "Before" column is extracted from the interim results published on
21 February 2006.
2. This column represents the effects on iFour after the transaction.
3. The pro forma effects on earnings and headline earnings per linked unt
for the interim period 31 December 2005 are calculated on the basis
the transaction was effective 1 July 2005.
4. The pro forma effect on net asset and net tangible asset value per
linked unit for the interim period 31 December 2005 are calculated on
the basis that the transaction was effective on 31 December 2005.
7. CATEGORISATION OF THE TRANSACTION
The disposal is a Category 3 transaction in terms of the JSE Limited
Listings Requirements.
Craighall
22 June 2006
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd.
Legal advisers
Coetzee van Rensburg
Date: 22/06/2006 04:25:08 PM Produced by the JSE SENS Department
