| Tue 12 Dec 2006, 10:31 | | Siyathenga - Acquisition of a further 25% undivide |
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SYA
SYA
Siyathenga - Acquisition of a further 25% undivided share in Willowbridge
Siyathenga Property Fund Limited
(Registration Number 2004/005198/06)
Share Code: SYA
ISIN: ZAE000069530
("Siyathenga" or "the company")
ACQUISITION OF A FURTHER 25% UNDIVIDED SHARE IN WILLOWBRIDGE
INTRODUCTION
Holders of Siyathenga linked units ("linked unitholders") are advised that the
company has entered into an agreement with Mini Cape Developments (Proprietary)
Limited ("MCD") to acquire an additional 25% interest in the letting enterprise
known as Willowbridge Shopping Centre ("Willowbridge"), including a 25%
undivided share in Erf 38722 (a portion of Erf 21750), Bellville, Cape Town
("the property"), the property on which Willowbridge is situated ("the
acquisition"). The first component of the purchase consideration for the
acquisition is R110 460 000 (assuming that transfer of the property takes place
during June 2007) reduced by 0.58% for each month earlier that transfer takes
place, to be funded through the issue of new Siyathenga linked units in terms of
a vendor placing. The second component of the purchase consideration is payable
only in the event that turnover rental received exceeds certain targets and is
capped at a maximum of R7.5 million.
INFORMATION ON WILLOWBRIDGE
Willowbridge is a lifestyle centre situated at 39 Carl Cronje Drive, Tyger
Valley, in the Western Cape. It opened its doors on 27 October 2005 and has a
total lettable area of 26 633 m2. Its anchor tenants include Pick `n Pay,
DisChem, Osiers, Wetherleys, Woolworths and @Homelivingspace.
The tenant profile of Willowbridge, based on existing leases, is segmented as a
percentage of total revenue as follows:
"A" tenants - 15.79%
"B" tenants - 37.00%
"C" tenants - 47.21%
"A" tenants are large national tenants with occupation of an area of or in
excess of 2,000m2; and
"B" tenants are medium to large national tenants with occupation of an area
less than 2,000m2; and
"C" tenants do not fill into the above categories and are classified as other.
At present, Willowbridge is 86.2% let and has an annualised, one-year forward
property yield of 8.97%, based on the value ascribed to Siyathenga`s undivided
50% interest in Willowbridge at 30 June 2006 of R185 million.
The weighted average rental escalation for each of the twelve months ending 30
November 2007, 2008 and 2009 are 7.19%, 7.05% and 6.79%, respectively.
Lease expiry profile:
Monthly 12 months 24 months 36 months 48 months Beyond
By.revenue. 1 250 14 140 468 936 453 149 929 074 694 060
R`000`s
% 0.05 0.55 18.31 17.70 36.28 27.11
Vacant 12 months 24 months 36 months 48 months Beyond
By m2 3 727 101 1 729 2 450 7 344 11 580
% 13.84 0.37 6.42 9.10 27.27 43.00
CONDITIONS PRECEDENT
The acquisition is conditional upon the following conditions precedent:
- the approvals of the shareholders and the board of directors of MCD; and
- the unconditional approval of the South African competition authorities.
PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma effect of the acquisition on earnings, headline earnings
and distribution per Siyathenga linked unit are not material. The unaudited pro
forma effect of the acquisition on net asset value ("NAV") and tangible net
asset value ("TNAV") per Siyathenga linked unit are set out in the table below.
These unaudited pro forma financial effects have been prepared for illustrative
purposes only in order to assist linked unitholders to assess the impact of the
acquisition on the NAV and TNAV per Siyathenga linked unit and are the
responsibility of the directors of Siyathenga. The material assumptions used in
the preparation of these unaudited pro forma financial effects are set out in
the notes following the table. Due to the nature of the unaudited pro forma
financial effects, they may not fairly present the financial position of the
company after the acquisition.
Before the After the Change
acquisition acquisition
(cents per (cents per (%)
linked unit) linked unit)
NAV 602 623 3.48
TNAV 602 623 3.48
Notes:
The NAV and TNAV per linked unit as set out in the "Before the acquisition"
column of the table have been extracted from the audited financial
statements of Siyathenga for the financial year ended 30 June 2006 and
calculated based on 110 725 104 linked units in issue at that date.
The NAV and TNAV per linked unit as set out in the "After the acquisition"
column of the table have been calculated based on 124 613 993 linked units
in issue at 30 June 2006 and the assumptions that the acquisition was
effected on 30 June 2006 and that the linked units issued in terms of the
vendor placing were issued on that date.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Linked unitholders are advised that all material terms of the acquisition have
now been published and, accordingly, caution is no longer required when trading
in their Siyathenga linked units.
Johannesburg
12 December 2006
Merchant bank and sponsor
Standard Bank
Legal advisor to MCD
FCF Capital
Legal advisor to Siyathenga
Prinsloo, Tindle and Andropoulos Inc.
Date: 12/12/2006 10:31:02 Produced by the JSE SENS Department.
