INGENUITY PROPERTY INVESTMENTS LTD - Announcement regarding the acquisition of a property

Announcement regarding the acquisition of a property

INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
ISIN: ZAE 000127411 JSE share code: ING
(“Ingenuity” or “the Company”)

ANNOUNCEMENT REGARDING THE ACQUISITION OF A PROPERTY

1.   Introduction

     Ingenuity shareholders are advised that the Company has entered into an agreement (“the
     Agreement”) with Nasbou Proprietary Limited (“Nasbou” or "the Seller"), in terms of which
     Ingenuity will acquire the rental enterprise, including the property situated at 17 Lower Long
     Street, Cape Town and known as the SARS Building (“the Property") (“the Acquisition”).

2.   Rationale for the Acquisition

     The Property has been acquired in line with the Company’s strategy to build a quality portfolio of
     assets focused in the Western Cape. It is adjacent to the Virgin Active property that Ingenuity
     already owns and forms part of a long term strategic site assembly in the precinct.

3.   Effective date of the Acquisition

     Subject to the fulfilment of the conditions precedent set out in paragraph 5 below, the
     Acquisition will become effective on transfer which is anticipated to be on or about 1 October
     2013 (“the Transfer Date”).

4.   Consideration for the Acquisition

     The total consideration for the Acquisition is R47 000 000 million (forty seven million rand) (“the
     Purchase Consideration”), which will be discharged by Ingenuity as follows:

     4.1     by means of a cash payment of R43 million (forty three million rand) to the attorneys of
             the Seller; and

     4.2     the balance of the Purchase Consideration by means of Ingenuity issuing 4 705 882
             (four million seven hundred five thousand eight hundred and eighty two) new Ingenuity
             shares (“the Consideration Shares”) at a price of R0.85 per Consideration Share to the
             Seller or its nominee.

     The Purchase Consideration is payable on the Transfer Date.

5.   Conditions precedent

     The Acquisition is subject to fulfilment or waiver of the following conditions precedent:

     5.1     by no later than 31 July 2013, Ingenuity obtaining mortgage finance acceptable to
             discharge that portion of the Purchase Consideration which will not be funded by the
             issue of the Consideration Shares;

     5.2     by no later than 31 July 2013, the board of directors of Ingenuity approving the
             Acquisition;
      5.3        by no later than 19 July 2013, Ingenuity being satisfied with the results of a due diligence
                 investigation; and

      5.4        by no later than 19 July 2013, the tenant consenting to the Acquisition as required in
                 terms of the lease.

6.     Property specific information relating to the Property

                                                  Total                Weighted     Annualised
                                       Gross
                                                Parking    Single or average net      property    Purchase Value of the
                                     lettable
Property                  Sector                  bays        Multi-   rental per        yield Consideration  Property
                                         area
                                                           tenanted           m2            %         R’000      Rm (1)
                                           m2
                                                                               R

Erf number 162
Roggebaai                Offices       3 122         33      Single        91.00            7.1         47 000        47 000
Cape Town



1.    The Property has been valued by the directors of the Company using the capitalisation of rental method. The valuation
      excludes additional available bulk of 2 056 m2. The Property will be valued by an independent valuer as part of the due
      diligence process.




7.     Unaudited pro forma financial effects ("Financial Effects") of the Acquisition

      The Financial Effects of the Acquisition on earnings per share, headline earnings per share, net
      asset value per share and net tangible asset value per share have not been disclosed as these
      are not significant. The Financial Effects are the responsibility of Ingenuity's board.



8.     Categorisation of the Acquisition

      The Acquisition is categorised as a Category 2 transaction in terms of the JSE Listings
      Requirements.




8 July 2013

Cape Town


Investment bank and Sponsor
Nedbank Capital

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