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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 Sankfin Proprietary Limited (“the Seller”), in terms of which Ingenuity will
acquire the rental enterprise conducted in respect of Erf 142633, Cape Town, known as 117
Strand Street (“the Property”) and situated at 117 Strand Street, Cape Town (“the Acquisition”).
The Acquisition will become effective on transfer which is expected to be on or about 16 May
2014 (“the Effective Date”).
2. Rationale for the Acquisition
The Property has been acquired in line with the Company’s strategy to invest in value add
opportunities and to acquire properties with further development potential. The Property will form
part of an entire city block owned by Ingenuity and is strategically situated at one of the
gateways into the Cape Town CBD.
3. Consideration for the Acquisition
The total consideration for the Acquisition is R60 000 000 (“the Purchase Consideration”). The
Purchase Consideration will be discharged by Ingenuity allotting up to 66 666 667 Ingenuity
shares at an issue price of 90 cents per share (“the Consideration Shares”).
The Seller has accepted 8 888 889 Consideration Shares and has renounced its rights to the
balance of the Consideration Shares to individuals or entities approved by Ingenuity in terms of
a vendor consideration placing.
In terms of the Agreement, Ingenuity will then settle the Purchase Consideration as follows:
3.1 R8 000 000 by way of 8 888 889 Consideration Shares; and
3.2 the balance of R52 000 000 in cash.
4. Conditions precedent
The Acquisition is subject to such regulatory approval (including JSE Listings Requirements) as
may be necessary for the implementation of the Acquisition.
5. Property specific information relating to the Property
Weighted
Gross
Single or average Purchase Value of the
lettable
Property Location Sector Multi- net rental Consideration Property
area
tenanted per m2 Rm Rm (1)
m2
R
ERF 143633
117 Strand Street Office
Cape Town 6 616 M 64.58 60 60
Cape Town Retail
1. The Property has been valued by the directors of the Company using the capitalisation of rental method.
6. Unaudited pro forma financial effects ("Financial Effects") of the Acquisition
Based on Ingenuity's audited consolidated results for the year ended 31 August 2013
("Results"), the Financial Effects of the Acquisition on Ingenuity's headline earnings per share
(“HEPS”) are set out below. The Financial effects of the Acquisition on Ingenuity’s earnings per
share, net asset value per share and net tangible asset value per share are not disclosed as
they are insignificant. The Financial Effects are prepared for illustrative purposes only, and
because of their nature, may not give a fair presentation of Ingenuity's financial position or the
effect and impact of the Acquisition. The Financial Effects are the responsibility of Ingenuity's
board.
Before the After the Change
Acquisition Acquisition %
(1) (3 & 4)
HEPS (cents) 2.0 2.1 3.8
Total shares in issue 805 550 000 814 438 889 1.1
Total shares in issue net of treasury shares 736 616 773 745 505 662 1.2
Weighted average shares in issue net of treasury 693 296 225 702 185 114 1.3
shares
Notes:
1. Based on Ingenuity’s results.
2. In calculating the Financial Effects, it was assumed that the Acquisition was implemented on 1 September 2012 for
statement of comprehensive income purposes and on 31 August 2013 for statement of financial position purposes.
3. The number of shares has increased as a result of the issue of 8 888 889 Ingenuity shares per note 4 below.
4. The settlement of the Purchase Consideration is based on the assumption that mortgage finance of R36 million is
obtained and that the balance of the Purchase Consideration is settled by way of utilising own cash resources and
issuing 8 888 889 Ingenuity shares at 90 cents per share.
7. Categorisation of the Acquisition
The Acquisition is categorised as a Category 2 transaction in terms of the JSE Limited Listings
Requirements.
25 April 2014
Cape Town
Investment bank and Sponsor
Nedbank Capital
Date: 25/04/2014 03:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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