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Acquisition by VPIF of Bryanston Gate
VUNANI PROPERTY INVESTMENT FUND LIMITED
Granted REIT status by the JSE
(Registration number: 2005/019302/06)
ISIN: ZAE000157459
JSE code: VPF
(“VPIF” or “the Company”)
ACQUISITION BY VPIF OF BRYANSTON GATE
1. INTRODUCTION
Unitholders are advised that VPIF has entered into a Sale of Rental Enterprise
Agreement with AH and MJ Proprietary Limited, AH and MJ Property Developments
Proprietary Limited, K-H Industrial Proprietary Limited, K-H Property Holdings
Proprietary Limited, Kirchmann-Hurry Construction Proprietary Limited and Mopart
Investments CC (“the vendors”), in terms of which VPIF will acquire the rental
enterprise conducted as a going concern on Remainder of Erf 5086 and Erf 680,
Bryanston, Registration Division I.R., Province of Gauteng, measuring 1.3247 and
1.7311 hectares respectively (“the property” and “the transaction”) known as
Bryanston Gate.
The agreement contains warranties normal for an acquisition of this nature.
2. INFORMATION RELATING TO THE PROPERTY
Description of the property: Erf 5086 and Erf 680, Bryanston, Registration Division
I.R., Province of Gauteng, measuring 1.3247 and
1.7311 hectares respectively.
Location: Corner Main Road and Homestead Avenue, Bryanston,
Sandton, Gauteng
GLA: 15 233 square metres and 811 parking days, which
constitutes 100% offices
Leases: There are 43 leases of which the major tenants are:
Tenant: GLA: Maturity
date:
Primary Asset Management 3,518m² 31 Aug 2016
Nampak Products Limited 2,202m² 29 Feb 2016
City Lodge Hotels 1,397m² 31 Dec 2016
Weighted average rental R105.92 per square meter (gross lease)
per square metre:
Purchase price and other The purchase price of the property is set out in
costs: paragraph 4 below. The following other expenditure
will be incurred in respect of the property:
Agent’s commission is payable by the vendor.
All costs incidental to the transfer of the property –
approximately R250 000.00
Independent valuation: No independent valuation has been carried out and
the board of VPIF is of the view that the purchase
price of R 174 000 000 represents the fair value of the
immovable property as at the effective date.
3. RATIONALE FOR THE TRANSACTION
VPIF was listed on the JSE Limited (“JSE”) on 11 August 2011. The main purpose of
the listing was to provide VPIF with a platform for acquisitive growth and this
transaction is a step towards VPIF’s stated intention to grow the portfolio by the
acquisition of high quality yield-enhancing properties. Bryanston Gate will give an
initial yield of 10.83%.
4. PURCHASE CONSIDERATION
A cash purchase price of R174 000 000 is payable by VPIF to the vendors, which
amount includes VAT levied at the rate of 0% in terms of section 11(1)(e) of the VAT
Act.
5. EFFECTIVE DATE
The effective date of the transaction will be the date of registration of transfer of
ownership of the property.
6. CONDITIONS PRECEDENT
The transaction is conditional upon Competition Commission approval and the
transfer of the property.
7. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The pro forma financial effects of the transaction on net asset value and net tangible
asset value per linked unit are not significant and have therefore not been disclosed.
8. FORECAST INFORMATION RELATING TO THE TRANSACTION
The forecast financial information relating to the transaction for the financial periods
ending 30 June 2014 and 30 June 2015 is set out below. The forecast financial
information has not been reviewed or reported on by a reporting accountant in terms
of section 8 of the Listings Requirements of the JSE and is the responsibility of the
company’s directors.
Forecast Forecast
for the 6 for the 12
months months
ending 30 ending 30
June 2014 June 2015
R’000 R’000
Gross income 11 668 24 520
Property Expenditure (2 421) (5 072)
Net property related income 9 247 19 448
Other operating expenditure (435) (870)
Net operating income 8 812 18 578
Finance costs (7 861) (15 764)
Debenture interest (951) (2 814)
Net profit before tax 0.00 0.00
Taxation 0.00 0.00
Net profit after taxation 0.00 0.00
Distributable earnings: 951 2 814
Notes:
1. Gross income includes all tenant recoveries while Property Expenditure
includes all consumption expenditure.
2. Other operating expenditure includes asset management and property
management fees.
3. Assuming VPIF raises debt to fund the transaction, 100% of the debt for the
transaction has been attributed to this transaction.
4. The debenture interest has been calculated in accordance with the provision of
the Debenture Trust Deed.
9. CLASSIFICATION OF THE TRANSACTION
The transaction is classified as a Category 2 transaction in terms of the Listing
Requirements of the JSE.
Sandton
24 October 2013
Independent Lead Sponsor
Grindrod Bank Limited
Corporate Adviser and Joint Sponsor
Vunani Corporate Finance
Date: 24/10/2013 10:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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