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Additional Information On Related Party Transaction And Internalisation Of Management Announcement
REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE share code: REB ISIN: ZAE000201687
(Approved as a REIT by the JSE)
(“Rebosis” or “the company”)
ADDITIONAL INFORMATION ON RELATED PARTY TRANSACTION AND INTERNALISATION OF
MANAGEMENT ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on Monday, 23 May 2016 relating to the proposed
transaction whereby Rebosis will acquire from Billion Group (Proprietary) Limited and/or its subsidiaries an interest in
three dominant regional shopping centres and two service businesses being Billion Asset Managers (Proprietary) Limited
and Billion Property Services (Proprietary) Limited with commercial effect from 1 September 2016 (“the transaction”).
Further to the announcement, shareholders are referred to the investor presentation available on the Rebosis website
www.rebosis.co.za.
2. ACQUISITION YIELD
Set out below is additional financial information for the shopping centres to be acquired as part of the transaction for the
year ending 31 August 2017 and the year ending 31 August 2018. The information is not pro forma financial information
and is provided for illustrative purposes only. The illustrative financial information is the responsibility of the directors of
Rebosis and has not been reviewed or reported on by Rebosis’ auditors.
The illustrative financial information has been prepared in compliance with IFRS and in accordance with Rebosis’ existing
accounting policies.
Forecast for the year Forecast for the year
ending ending
ZAR'000 31 August 2017 31 August 2018
Rental income and recoveries¹ 571 130 613 988
Property operating expenses² (181 239) (196 640)
Net rental income before funding costs 389 891 417 348
Consideration payable for the three shopping centres (incl.
R5 418.2 billion
bulk³)
Estimated acquisition yield 7.2%
Estimated acquisition yield excluding bulk 7.4%
Notes and assumptions
1. Rental income and recoveries includes all income attributable to the shopping centres to be acquired. No straight-line rental income
accrual has been included for the purpose of this illustrative financial information.
2. Property operating expenses include property management fees to be paid to Billion Property Services Proprietary Limited.
3. The acquisition price includes the consideration for bulk across the three shopping centres that has been independently valued at
R175 million.
3. ILLUSTRATIVE IMPACT OF THE TRANSACTION
The financial information below sets out the illustrative financial effects of the transaction to be received by a Rebosis
shareholder using an independent analyst’s projected distribution for the year ending 31 August 2017. The financial
information does not constitute guidance and is provided for illustrative purposes only and is the responsibility of the
directors of Rebosis. This financial information has not been reviewed or reported on by Rebosis’ auditors.
The illustrative financial effects of the transaction are provided under two scenarios: (i) implementation of the transaction
and (ii) implementation of the transaction and a capital raise. Both of these scenarios have been prepared to reconcile and
confirm the estimated maximum overall dilution impact to Rebosis shareholders as has been disclosed in the 23 May 2016
announcement on SENS and in the investor presentation referred to in part 1. These financial effects are not pro forma
financial effects and are provided for illustrative purposes only.
3.1. Scenario 1 – implementation of the transaction
Adjustment
for cross- Adjustment
Before the currency for the After the
transaction1 swap2 transaction3 transactions
Dividend per share (cents) 129.05 6.61 (15.17) 120.49
% change (6.6%)
Notes and assumptions
1. Independent analyst’s forecast dividend per share for the year ending 31 August 2017, adjusted by management to include the
net income not included in the base dividend per share for the acquisition of the 11 Diagonal Street property as announced on
SENS on 8 July 2015.
2. Assumes an interest saving on a cross currency swap to the value of R500 million to be concluded.
3. Assumes the transaction is implemented with commercial effect from 1 September 2016 for an aggregate amount of R6 007.2
billion funded as follows:
3.1. R4 270.7 million of the aggregate consideration is assumed to be funded through interest-bearing borrowings bearing
interest at an estimated effective rate of 9.5% per annum ;
3.2. R1 036.5 million of the aggregate consideration will be funded by way of a claw-back offer of 91 725 445 shares at a
issue price per Rebosis share of R11.30091; and
3.3. the balance of R700.0 million will be deferred and settled in cash in two tranches of R350.0 million each with the first
tranche to be funded by way of a claw-back offer immediately after the record date for the Rebosis income distribution
for the six month period ended 31 August 2017 and the second tranche to be funded by way of a claw-back offer after
the record date for the Rebosis income distribution for the six month period ended 31 August 2018. In both instances,
pricing of the claw-back offer will equate to the 30 day volume weighted average price of Rebosis shares immediately
before each respective claw-back offer is launched.
3.2. Scenario 2 – implementation of the transaction and a capital raise
Adjustment After the
for cross- Adjustment transactions
Before the currency for the Capital and capital
transaction1 swap2 transaction3 raise4 raise
Dividend per share (cents) 129.05 5.42 (11.94) (5.60) 116.93
% change (9.1%)
Notes and assumptions
1. Independent analyst’s forecast dividend per share for the year ending 31 August 2017, adjusted by management to include the
net income not included in the base dividend per share for the acquisition of the 11 Diagonal Street property as announced on
SENS on 8 July 2015.
2. Assumes an interest saving on a cross currency swap to the value of R500 million to be concluded.
3. Assumes the transaction is implemented with commercial effect from 1 September 2016 for an aggregate amount of R6 007.2
billion funded as follows:
3.1. R4 270.7 million of the aggregate consideration is assumed to be funded through interest-bearing borrowings bearing
interest at an estimated effective rate of 9.5% per annum ;
3.2. R1 036.5 million of the aggregate consideration will be funded by way of a claw-back offer of 91 725 445 shares at a
issue price per Rebosis share of R11.30091; and
3.3. the balance of R700.0 million will be deferred and settled in cash in two tranches of R350.0 million each with the first
tranche to be funded by way of a claw-back offer immediately after the record date for the Rebosis income distribution
for the six month period ended 31 August 2017 and the second tranche to be funded by way of a claw-back offer after
the record date for the Rebosis income distribution for the six month period ended 31 August 2018. In both instances,
pricing of the claw-back offer will equate to the 30 day volume weighted average price of Rebosis shares immediately
before each respective claw-back offer is launched.
4. Assumes the placement of 115 942 029 Rebosis shares to invited investors at an issue price of R10.35 per Rebosis share
equating to R1.2 billion in value before capital raising expenses.
In consideration of this proposed equity raise prior to the Billion acquisition, Rebosis has also received interest in and has
the option of disposing of certain office assets that are not considered core to the Rebosis portfolio as an alternate means of
raising capital that would avoid or reduce the requirement for the equity raise.
Notwithstanding the implementation of the transaction, management’s previous distribution guidance for the year ending
31 August 2016, being distribution growth of between 8% and 10% per Rebosis share, remains on track to be achieved.
27 May 2016
Corporate advisor and sponsor Legal advisor Corporate advisor and investment bank
Java Capital Cliffe Dekker Hofmeyr Nedbank
Date: 31/05/2016 02:39:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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