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Emira Property Fund - Acquisition Of Properties And Issue Of Participatory Interests For Cash Emira Property Fund A property fund created under the Emira Property Scheme, registered in terms of the Collective Investment Schemes Control Act JSE code: EMI ISIN: ZAE000050712 ("Emira" or "the Fund") ACQUISITION OF PROPERTIES AND ISSUE OF PARTICIPATORY INTERESTS FOR CASH Introduction Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB") is authorised to announce that Emira has entered into a number of agreements in respect of the acquisition of the following properties ("the acquisitions"): Strathmore Office Park, Musgrave Rd, Berea, Durban, low rise office buildings; Momentum House, corner Stranger, Prince Albert and Ordinance Roads, Kingsmead, Durban, a four storey building, with ground floor retail and three storeys offices; and Gateview, Sugar Close, La Lucia Ridge, Umhlanga, Durban, a four storey office building. Salient terms of the acquisitions The salient terms of the acquisitions are summarised below: Property Considera Effective Vendor tion (Rm) date Strathmore Office 16.3 1 January Momentum Property Park 2004 Investments (Proprietary) Limited ("MPI") Momentum House 27.5 Transfer 67 Old Fort Road date (Proprietary) Limited Gateview 13.8 Transfer Gatemax Two date (Proprietary)
Limited All conditions precedent in respect of the acquisitions have been fulfilled and the conveyancing attorneys have been instructed to proceed with registration of the acquired properties. The amounts due to the respective vendors will be settled in cash upon transfer of the properties and will incur interest at the ruling rate applicable to cash on call as quoted by RMB from time to time from the effective date until the date on which Emira takes transfer of the properties. The cash to be used for the acquisitions arises from two sources, namely, existing cash resources and the issue participatory interests ("PIs") for cash as set out in paragraph 6 below. Rationale for the acquisitions It is Emira"s strategy to increase the size of its portfolio through the acquisition of quality properties, which will contribute to net income growth at yields which enhance the performance of the Fund over the medium term. Additional cash was raised upon listing in order to finance properties identified subsequent to listing which would fulfil this goal and this cash together with cash raised from the issue of new PI has now been used for the purpose of acquiring these quality properties. Emira"s investment committee has satisfied itself that the properties acquired are high quality commercial properties with adequately secured short-term occupancy rates and that the acquisitions will be yield enhancing to Emira in the future. Accordingly, it has been decided to proceed with the acquisitions on the terms set out above. Financial effects of the acquisition Although the acquisitions will be yield enhancing for Emira, pro forma financial effects have not been presented as the acquisitions will not have a significant effect on Emira"s net asset value or tangible asset value per PI, nor on its earnings or headline earnings per PI. Related party transactions In terms of the Listings Requirements of the JSE Securities Exchange South Africa ("JSE"), the acquisition of Strathmore Office Park is regarded as a small related party transaction as the property is being acquired from MPI, which holds 61% of the Emira PIs in issue. Accordingly, Emira has provided the JSE with written confirmation from an independent professional expert that the terms of the acquisition are fair and reasonable to holders of Emira PIs. The fair and reasonable opinion statement will lie for inspection at the registered office of Emira, 6 Protea Place, Sandton for a period of 28 days from the date of this announcement. Issue of PIs for cash Emira will fund R6 900 000 of the acquisition consideration through the issue of PIs for cash and has entered into an agreement with an investor to issue 1 337 676 PIs at an issue price of R5.1582 per PI, being the volume weighted average price at which PIs traded for the 30 days ended 29 March 2004 . Application will be made to the JSE for the listing of the PIs with effect from the date of transfer of the acquired properties to Emira. Sandton 7 April 2004 Merchant bank and sponsor Independent adviser RAND MERCHANT BANK (A division KPMG of FirstRand Bank Limited) CORPORATE FINANCE Date: 07/04/2004 05:17:05 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
