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Acquisition by VPIF of Properties in Greenstone Hill in Gauteng, Proposed Rights Offer and Cautionary Announcement
VUNANI PROPERTY INVESTMENT FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/019302/06)
JSE code: VPF
ISIN: ZAE000157459
(“VPIF” or “the company”)
ACQUISITION BY VPIF OF PROPERTIES IN GREENSTONE HILL IN GAUTENG,
PROPOSED RIGHTS OFFER AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Unitholders are advised that VPIF, following the successful
conclusion of a due diligence investigation, has entered into
the following inter-conditional agreements:
1.1. Sale of Shares and Claims Agreement with Vunani
Properties Proprietary Limited (“Vunani Properties”),
Barrow Properties Proprietary Limited (“Barrow”) and the
Trustees of the Task Trust (“Task’) in terms of which
VPIF will acquire the shares and loan accounts in
Greenstone Hill Office Park Proprietary Limited
(“Greenstone”). Greenstone owns 8 buildings in the
sectional title schemes known as Greenstone Hill Office
Park SS1149/2008 and SS599/2009 with associated exclusive
use areas, situated at Erf 1841 Greenstone Hill Extension
22 Township, Gauteng (“Greenstone Properties”); and
1.2. Sale of Rental Enterprise Agreement with Barrow in terms
of which VPIF will acquire the rental enterprise
conducted as a going concern of buildings 2 and 6 of the
sectional title scheme known as Greenstone Hill Office
Park SS 1149/2008 and associated exclusive use areas,
situated at Erf 1841 Greenstone Hill Extension 22
Township, Gauteng (“Buildings 2 and 6”),
jointly referred to as “the transaction”.
The agreements contain warranties normal for transactions of
this nature.
2. INFORMATION RELATING TO THE PROPERTIES
2.1. The Greenstone Properties
Description of The Greenstone Properties comprise
the property: buildings 4, 5, 10-15 of the sectional
title schemes known as Greenstone Hill
Office Park SS 1149/2008 and
SS599/2009, and associated exclusive
use areas, situated at Erf 1841
Greenstone Hill Extension 22 Township,
Gauteng.
Location: Greenstone Hill Office Park, Emerald
Boulevard, Modderfontein, Gauteng
GLA: 14 536 square metres of office space
and 744 parking bays
Rental The vendors guarantee the rental in
guarantee: respect of buildings 5 and 15 and in
respect of a certain tenant in
building 13 for a period of 12 months
from the effective date (refer
paragraph 5 below).
Purchase price The purchase price for the shares and
and other costs: loan accounts in Greenstone is
R86 260 281. Greenstone has an
existing loan of R121 018 328 with
Investec Bank Limited which will be
settled from the proceeds raised from
the proposed rights offer mentioned
below. No commission is payable.
Independent An independent valuation has been
valuation: carried out and the board of VPIF is
of the view that a value of
R207 278 609 represents the fair value
of the Greenstone Properties.
2.2. Buildings 2 and 6
Description of Buildings 2 and 6 of the sectional
the property: title scheme known as Greenstone Hill
Office Park SS 1149/2008 and
associated exclusive use areas,
situated at Erf 1841 Greenstone Hill
Extension 22 Township, Gauteng.
Location: Greenstone Hill Office Park, Emerald
Boulevard, Modderfontein, Gauteng
GLA: 3 034 square metres of office space
and 153 parking bays
Rental The vendor guarantees the rental in
guarantee: respect of buildings 2 and 6 for a
period of 12 months from the effective
date (refer paragraph 5 below).
Purchase price The purchase price for Buildings 2 and
and other costs: 6 is R51 649 000. No commission is
payable and the transfer cost is
approximately R75 000.
Independent An independent valuation has been
valuation: carried out and the board of VPIF is
of the view that a value of
R51 649 000 represents the fair value
of Buildings 2 and 6.
The properties have been valued by Mr. MRB Gibbons, a
duly authorised Professional Valuer, registered without
restriction in terms of section 19 of the Property
Valuers Professional Act, 2000 (Act 17 of 2000), of Mills
Fitchet Magnus Penny Proprietary Limited.
3. RATIONALE FOR THE TRANSACTION
VPIF was listed on the JSE Limited (“JSE”) on 11 August 2011.
The main purpose of the listing was to provide VPIF with a
platform for acquisitive growth and this transaction will
further enable VPIF to grow the portfolio by the acquisition of
high quality yield-enhancing properties. Post the acquisition,
VPIF will own 11 of the 15 buildings in the Greenstone Hill
Office Park.
4. PURCHASE CONSIDERATION
The aggregate cash purchase price of R137 909 281, which will be
funded from the proceeds raised from the proposed rights offer
mentioned below, is payable by VPIF to the vendors, which amount
includes VAT levied at the rate of 0% in terms of section
11(1)(e) of the VAT Act.
5. EFFECTIVE DATE
The effective date of the transaction will be the date of
registration of transfer of ownership of the shares in
Greenstone and the properties which is expected to be on or
about 30 June 2013.
6. CONDITIONS PRECEDENT
The transaction is conditional upon, inter alia, the following:
• the approval by the competition authorities in terms of the
Competition Act;
• the requisite approval of VPIF unitholders in general
meeting;
• VPIF raising the requisite funding in terms of the proposed
rights offer as detailed in paragraph 9 below
• the transfer of the properties and the shares in
Greenstone.
7. FINANCIAL EFFECTS AND FORECAST INFORMATION
The financial effects of the transaction and the forecast
information will be published in due course.
8. CLASSIFICATION OF THE TRANSACTION
The transaction is classified as a category 2 related party
transaction in terms of the JSE Listings Requirements as Vunani
Properties, the holding company of VPIF’s asset manager, Vunani
Property Asset Management Proprietary Limited, is selling its
40% holding in Greenstone. Accordingly the transaction will be
subject to unitholders’ approval at a general meeting of VPIF
unitholders. A circular setting out further details of the
transaction and containing a notice convening a general meeting
of unitholders will be sent out in due course.
9. PROPOSED RIGHTS OFFER
The board of directors of VPIF proposes to raise sufficient
capital by way of a renounceable rights offer in order to settle
debt incurred in the acquisition of properties as well as to
fund further acquisitions. Unitholders will be advised in due
course of the salient features of the proposed rights offer as
well as the salient dates and documentation pertaining thereto.
10. CAUTIONARY ANNOUNCEMENT
Unitholders are advised to exercise caution when dealing in the
company’s units until such time as the financial effects of the
transaction and further details relating to the proposed rights
offer are disclosed.
Sandton
12 April 2013
Independent Lead Sponsor
Grindrod Bank Limited
Corporate Adviser and Joint Sponsor
Vunani Corporate Finance
Legal Advisors to VPIF
Cliffe Dekker Hofmeyr Inc.
Date: 12/04/2013 02:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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