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CPL
CPL
Capital - Acquisition Of A Property Portfolio From The Fedbond Participation
Mortgage Bond And Withdrawal Of Cautionary Announcement
Capital Property Fund
("Capital" or "the Fund")
Share Code: CPL
ISIN: ZAE000001731
(A portfolio in Capital Property Trust Scheme, a Collective Investment Scheme in
Property established in terms of the Collective Investment Schemes Control Act,
No 45 of 2002 managed by Property Fund Managers Limited ("PFM") (Registration
No. 1980/009531/06))
(Incorporated in the Republic of South Africa)
ACQUISITION OF A PROPERTY PORTFOLIO FROM THE FEDBOND PARTICIPATION MORTGAGE BOND
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Further to the announcements published on 2 June 2006 and 21 July 2006,
unitholders are advised that further agreements have been concluded between
Capital and Fedbond Participation Mortgage Bond Managers (Pty) Limited (in their
capacity as managers of Fedbond Participation Mortgage Bond), Moneyline 755
(Pty) Limited and Rocklabel Investments (Pty) Limited (collectively "Fedbond")
whereby the terms of the original agreement referred to in the previous
announcements have been amended (the "revised agreements"). The terms of the
revised agreements are set out below.
Capital has acquired 29 properties from Fedbond ("the portfolio"), subject to
regulatory approval. This carefully selected portfolio is mainly made up of
industrial properties in Corporate Park, Midrand. Capital has also acquired two
A-grade office buildings in Sunninghill, Johannesburg, and one in La Lucia,
Durban. The portfolio is fully let, has a balanced lease expiry profile and will
be funded from existing and new debt facilities.
THE REVISED AGREEMENTS
PFM, in its capacity as manager of Capital, has agreed that Capital acquire the
portfolio for an aggregate purchase consideration of R325,180,000 payable in
cash ("the transaction"). The effective date of the transaction is the first day
of the month following the fulfillment of the condition precedent specified
below (the "effective date"), from which date the risk and rewards of ownership
shall transfer to Capital. Payment for each individual property will be made on
the date each property is transferred into the name of the trustee of Capital
(the "transfer date").
The transaction remains subject to the receipt of approval from the Competition
Authorities by 28 December 2006, failing which the revised agreements shall
cease to be of any force or effect. The parties to the revised agreements may
extend the dates for the fulfillment of the condition precedent to such further
date as they may agree in writing. The remainder of the conditions precedent
referred to in the previous announcement have been fulfilled.
Fedbond shall:
- manage the properties on behalf of Capital from the effective date until
the transfer date; and
- be entitled to interest at 8.5% per annum monthly in advance on the
purchase price from the effective date to the transfer date.
The acquisition of:
- Erf 25 Meadowdale Extension 1 for R5,346,000 is subject to a first right of
refusal in favour of a tenant as well as an option for them to terminate
their lease in the event that they outgrow their premises;
- Erf 73 Kyalami Business Park for R6,784,000 is subject to a first right of
refusal in favour of a tenant; and
- Units 1, 3 and 5 in 31 Indianapolis Street, Kyalami Business Park for
R5,187,000 is subject to a pre-emptive right in favour of a tenant.
Fedbond have provided the normal warranties for a transaction of this nature.
THE RATIONALE FOR THE TRANSACTION
The management team at PFM constantly looks for opportunities to enhance the
portfolio of Capital. The acquisition of these high quality properties further
upgrades the existing Capital portfolio. The acquisition also has an industrial
and office bias, which fits in with Capital"s strategy going forward.
FINANCIAL EFFECTS
The pro forma financial effects of the transaction on the earnings, headline
earnings, net asset value and tangible net asset value per Capital unit based on
the audited financial results of Capital for the year ended 31 December 2005 are
not material and have not been disclosed.
CATEGORISATION OF THE TRANSACTION
The transaction is regarded as a Category 3 transaction for purposes of the
Listings Requirements of the JSE Limited.
WITHDRAWAL OF THE CAUTIONARY
Unitholders are advised that caution is no longer required to be exercised when
dealing in their Capital units.
Johannesburg
3 August 2006
Corporate advisor and sponsor to Capital
Java Capital (Proprietary) Limited
Date: 03/08/2006 09:19:25 AM Produced by the JSE SENS Department
