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Capital - Acquisition Of A Property Portfolio From The Fedbond Participation

Release Date: 03/08/2006 09:19
Code(s): CPL
Wrap Text

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 Supplied by www.sharenet.co.za Produced by the JSE SENS Department