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CPL - Capital - Proposed Acquisition Of A Portfolio Of Properties From Resilient Capital Property Fund Share Code: CPL ISIN: ZAE000001731 ("Capital" or the "Fund") (A portfolio in Capital Property Trust Scheme, a Collective Investment Scheme in Property established in terms of the Collective Investment Schemes Control Act, No 45 of 2002 managed by - Property Fund Managers Limited ("PFM")) (Incorporated in the Republic of South Africa) (Registration No. 1980/009531/06) PROPOSED ACQUISITION OF A PORTFOLIO OF PROPERTIES FROM RESILIENT INTRODUCTION Unitholders are advised that Capital has concluded an agreement for the acquisition of a portfolio of industrial properties (the "Resilient portfolio") from Resilient Property Income Fund Limited and its subsidiaries ("Resilient") (the "transaction"). RATIONALE FOR THE TRANSACTION The acquisition of the Resilient portfolio fits Capital`s strategy to invest in quality industrial properties located in prime nodes and increases the value of Capital`s property portfolio from approximately R4.6 billion to more than R5.2 billion. TERMS AND CONDITIONS PRECEDENT The effective date of the transaction is 1 August 2009 and the consideration will be settled through the issue of Capital units at R6.20 per unit, which is Capital`s latest disclosed net asset value per unit. The transaction is subject to the following conditions precedent: - approval by Capital`s unitholders and trustee; - all requisite regulatory and statutory approvals including approval of the JSE Limited and the Competition authorities. - In addition, the acquisition of Montague Business Park as part of the transaction is subject to waiver by its co-owners of their pre-emptive rights on the disposal by Resilient. THE PROPERTY PORTFOLIO The Resilient portfolio, based on valuations as at 1 August 2009, is valued at R611.5 million and consists of three industrial properties in Gauteng with a total rentable area of 132,770 m2 at an average rental of R30.42 per m2 and a 25% undivided share of 61.5ha vacant zoned industrial land in the Western Cape. The weighted average rental escalation by rentable area for these properties is 8.25% and the weighted average annualised property yield is 9.5%. Property name Geographical Rentable Weighted Effective Valuation and address location area average date of as at 1 (m2) rental per acquisition August m2 2009 (R) (R`000) Isando Gauteng 56 606 37.08 1 August 2009 256 000 Business Park Cnr Andre Greyvensteyn Ave & Hullie Road & 14 Skietlood Street Isando City Deep Gauteng 61 608 23.62 1 August 2009 191 000 Industrial Park 1 Fortune Road City Deep Chemserve Gauteng 14 556 32.79 1 August 2009 67 500 Spartan 3 Johann Birkart Road Spartan Montague Western Cape N/A N/A 1 August 2009 97 000 Business Park Cnr Koeberg Road N7 and Plattekloof Road Cape Town (25% undivided share) FURTHER DOCUMENTATION The transaction is a Category 2 transaction in terms of the JSE Listings Requirements. As Resilient holds a material number of Capital units and is the holding company of PFM, the asset manager of Capital, the transaction is a related party transaction under JSE Listings Requirements and requires Capital unitholder approval. Accordingly a circular containing further details of the transaction, including the independent property valuation required in the context of a related party transaction, will be sent to Capital unitholders in due course. FINANCIAL INFORMATION The pro forma financial effects of the transaction on Capital`s basic earnings per unit, headline earnings per unit and distribution per unit for the year ended 31 December 2008 are set out below. The pro forma financial effects of the transaction on the net asset value and tangible net asset value per unit are not material and have not been disclosed. The pro forma financial effects have been prepared for illustrative purposes only, to provide information on how the transaction may have impacted on the historical financial results of Capital for the year ended 31 December 2008. Due to their nature, the pro forma financial effects may not fairly present Capital`s financial position, changes in equity, results of operations or cash flows after the transaction. The pro forma financial effects are the responsibility of the directors of PFM. Unadjusted Pro forma % Change
before the after the transaction transaction (cents) (cents) Basic earnings per unit 110.32 102.29 (7.3%) Headline earnings per unit 44.62 46.48 4.2% Distribution per unit 47.72 49.16 3.0% Weighted average number of units 556,375,093 655,004,125 in issue Notes and assumptions: - The amounts set out in the "Unadjusted before the transaction" column have been extracted without adjustment from the audited annual report of Capital for the year ended 31 December 2008. - The transaction is assumed to be implemented on 1 January 2008 for purposes of basic earnings, headline earnings and distribution per unit. - The property portfolio was acquired at the aggregate fair value of the investment properties of R611.5 million which was settled by the issue of 98,629,032 Capital units at R6.20 per unit. - The yield on the property portfolio, other than the vacant land in Montague Business Park, was 9.5% throughout the year ended 31 December 2008. - Interest was capitalised on the vacant land in Montague Business Park at a weighted average cost of funding rate of 10.7%. - Asset management fees which are payable to PFM were incurred at a rate of 0.5% per annum on the additional trust capital of R611.5 million for the year ended 31 December 2008. - No unit creation fee was payable to PFM. 24 June 2009 Corporate advisor, legal advisor and sponsor Java Capital (Proprietary) Limited Date: 24/06/2009 16:11:01 Supplied by www.sharenet.co.za 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.
