ARROWHEAD PROPERTIES LIMITED - Financial effects and withdrawal of cautionary announcement in respect of the acquisitions only

Financial effects and withdrawal of cautionary announcement in respect of the acquisitions only

ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE share code: AWA ISIN: ZAE000158101
JSE share code: AWB ISIN: ZAE000158119
(Approved as a REIT by the JSE)
(“Arrowhead” or the “company”)


FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT IN RESPECT
OF THE ACQUISITIONS ONLY


Introduction

Linked unitholders are referred to the respective announcements released on SENS on –

i.    9 December 2013 in respect of the acquisition of a property letting enterprise and its related immovable
      properties situate at 55, 57 and 59 Glover Road, Honeypark Extension 20 from The Standard Bank of
      South Africa Limited for an aggregate purchase consideration of R150 million, which immovable
      properties are let to Monash South Africa Limited (the “Monash acquisition”); and

ii.   13 December 2013 in respect of the acquisition of the Sasol Building situated at 1 Sturdee Avenue,
      Rosebank from the Sasol Pension Fund for an aggregate purchase consideration of R250 million (the
      “Sasol acquisition”),

collectively referred to herein as “the acquisitions”.

Pro forma financial effects of the acquisitions

The unaudited pro forma financial effects of the acquisitions are the responsibility of the directors of
Arrowhead and have not been reviewed or reported on by the company’s auditors.

The purchase consideration payable for each of the respective acquisitions will be settled as follows:

i.    Monash acquisition payable in cash; and

ii.   Sasol acquisition payable as to R125 million in cash and the balance by the issue of 9 259 260 A-linked
      units and 9 259 260 B-linked units to Sasol Pension Fund at a combined issue price of R13.50.

The cash portions of the respective purchase considerations are to be funded through vendor consideration
placements. Accordingly, no additional debt will be incurred as a result of the acquisitions.

Given the rights to distribution attaching to the A-linked unit’s, the acquisitions will have no impact on the
distributable earnings per A-linked unit.

Monash acquisition

The effect of the Monash acquisition on Arrowhead’s net asset value per A and B-linked unit, basic and diluted
earnings per A and B-linked unit and headline and diluted headline earnings per A and B-linked unit are not
significant (less than 3%) and therefore have not been disclosed.

The effect of the Monash acquisition on Arrowhead’s distributable earnings per B-linked unit is set out in the
table below.

                                                                    Pro forma after Monash      
                                              30 September 2013                acquisition      % change
Distribution per B-linked unit (cents)                    53.01                      55.65          5.0%

Sasol acquisition

The effect of the Sasol acquisition on Arrowhead’s net asset value per A and B-linked unit, basic and diluted
earnings per A-linked unit and headline and diluted headline earnings per A and B-linked unit are not
significant (less than 3%) and therefore have not been disclosed.

The effect of the Sasol acquisition on Arrowhead’s basic and diluted earnings per B-linked unit and
distributable earnings per B-linked unit are set out in the table below.

                                                                          Pro forma after
                                               30 September 2013        Sasol acquisition     % change
Basic and diluted earnings per B-linked unit              138.02                   133.13        -3.5%
Distribution per B-linked unit (cents)                     53.01                    57.76         9.0%

Withdrawal of cautionary

Arrowhead linked unitholders are advised that following the release of the pro forma financial effects of the
acquisitions, caution is no longer required to be exercised by linked unitholders when dealing in their
Arrowhead units in respect of the acquisitions.

However, Arrowhead linked unitholders are referred to the SENS announcement released on 24 February 2014
in respect of a cautionary announcement regarding a potential transaction whereby Arrowhead acquires all of
the shares Arrowhead does not already own in Vividend Income Fund Limited by way of a scheme of
arrangement. Accordingly, linked unitholders are advised to continue to exercise caution when dealing in their
Arrowhead units in respect of such potential transaction.

6 March 2014


Corporate advisor, legal advisor and sponsor

Java Capital

Date: 06/03/2014 12:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.