| Thu 21 Dec 2006, 17:23 | | SZA - Sizafika - Update to Sizafika linked unithol |
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SZA
SZA
SZA - Sizafika - Update to Sizafika linked unitholders
Sizafika Property Investments Limited
(Formerly Adonis Knitwear Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1969/002908/06)
Share code: SZA & ISIN: ZAE000080198
("Sizafika or "the company")
UPDATE TO SIZAFIKA LINKED UNITHOLDERS
1. INTRODUCTION
Further to the announcement dated 25 October 2006, Sizafika linked
unitholders are advised of the following changes to the proposed deal
structure.
2. THE PROPERTY ACQUISITIONS
2.1 Update on the proposed acquisitions
Subsequent to having concluded agreements with various vendors ("the
vendors"), Sizafika will now in addition acquire the Sasani Studio property
for a consideration of R56 000 000 as referred to below. Further, it has
been decided not to acquire properties to the value of R116 085 000, as
previously announced. The properties are: WSP House (Sunninghill), Charter
House (Pinetown), Eastside Corporate (Midrand), Rutland Place (Germiston),
Allied Building (Germiston), Horizon View Shopping Centre (Horizon View)
and Park Central 09 (Johannesburg).
The effect of the above is that the size of the portfolio is being reduced
from R580 885 000 to R520 900 000 ("the proposed acquisitions"). It is
proposed that the first tranche of properties for a purchase consideration
of R435 100 000 will be transferred towards the end of January 2007.
Sizafika intends to acquire a second tranche of properties for a purchase
consideration of R85 800 000. It is proposed that the transfer of these
properties will be effected on or after 28 February 2007.
The abovementioned acquisitions are subject to the fulfilment of the
suspensive conditions as set out in paragraph 2.2 below.
Details of the additional property being acquired is set out below:
Name of Physical GLA Vacancy Weighted Purchase Independent
property address and (m2) (mSquar average price market
registered ed) rental (R`000) valuation
property (R per (R`000)
description mSquared)
Sasani Erf 2048, 16 528 0 32.77 56 000 56 000
Studios Highlands
North
Extension
6,
Gauteng
The abovementioned changes have resulted in changes to the levels of
mortgage bond debt and linked units to be issued to the vendors,and to
institutions and private investors in respect of a vendor placing. These
debt and equity capital facilities are expected to be finalised in early
January 2007 when a further announcement will be made along with the
financial effects of the proposed acquisition as revised.
2.2 Suspensive conditions
The proposed acquisitions are subject to the fulfilment of the following
suspensive conditions:
2.2.1. approval of the proposed acquisitions by the requisite majority
of Sizafika linked unitholders in a general meeting of Sizafika
linked unitholders to be convened in January 2007 to approve,
inter alia, the acquisitions ("the Sizafika general meeting") (in
terms of the Listings Requirements of the JSE Limited ("JSE
Listings Requirements"), which acquisitions are classified as a
category 1 transaction);
2.2.2. Sizafika obtaining the relevant bank or financial institutions`
approval for the debt facility and Sizafika raising sufficient
capital in terms of a vendor placing of the subscription linked
units;
2.2.3. guarantees being issued by the financial institutions in 2.2.2
for the respective purchase considerations payable to the vendors
in terms of the proposed acquisitions by the relevant due dates
therefor;
2.2.4. where required, approval by the investment committees and
shareholders of the vendors; and
2.2.5. the approval of the JSE.
3. OPTION TO ACQUIRE FURTHER PROPERTIES
3.1 TSA Properties CC ("TSA")
In addition, TSA has accepted an offer extended by Sizafika to TSA, in
terms of which the company can purchase an additional 8 properties ("the
TSA Properties") from TSA for an aggregate purchase price of R289 500 000.
The properties to be acquired from TSA will be acquired at an average
forward yield for the twelve months ending 31 December 2007 of 9.5%.
3.1.1. Suspensive conditions
Further details relating to the TSA Properties, the purchase price and
funding arrangements will be announced to linked unitholders subject to the
fulfilment of the following suspensive conditions:
- Sizafika to undertake a full due diligence investigation into the
leases and the income and expenditure of the TSA Properties;
- conclusion of a formal sale and purchase agreement in respect of these
; and
- any other regulatory approvals that may be required.
4. CIRCULAR TO SIZAFIKA LINKED UNITHOLDERS
A circular, incorporating the relevant information required for the
proposed acquisitions and incorporating a notice convening the
Sizafika general meeting at which Sizafika linked unitholders will
vote on the implementation of the proposed acquisitions, will be
posted to Sizafika linked unitholders within 28 days of this
announcement or, if applicable, at such later date as agreed to by the
JSE.
5. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS
Sizafika`s board of directors ("the board") is of the opinion that the
terms of the proposed acquisitions are beneficial to Sizafika linked
unitholders. Those members of the board who hold Sizafika linked units have
undertaken to vote in favour of the proposed acquisitions, where eligible
to do so. Accordingly, the board recommends that Sizafika linked
unitholders vote in favour of the resolutions to be proposed at the
Sizafika general meeting in respect of the proposed acquisitions.
As at the date of this announcement, eligible Sizafika linked unitholders
currently holding 59% of Sizafika`s linked units have irrevocably
undertaken to vote in favour of all the necessary resolutions to give
effect to the proposed acquisitions.
Sandton
21 December 2006
Corporate Advisers Independent Lead Attorneys
Sponsor
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Joint Sponsor Reporting accountants Independent expert
and auditors
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Date: 21/12/2006 17:23:01 Produced by the JSE SENS Department.
