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CPL - Capital Property Fund - Acquisition of linked units in Pangbourne Properties Limited for cash Capital Property Fund Share Code: CPL ISIN: ZAE000001731 ("Capital") (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 (Registration No. 1980/009531/06) ("PFM") ACQUISITION OF LINKED UNITS IN PANGBOURNE PROPERTIES LIMITED FOR CASH Unitholders are advised that Capital has entered into an agreement with Panya Investments (Proprietary) Limited (Registration No. 2005/029673/07) ("the seller") in terms of which it will acquire from the seller 23 768 569 linked units in Pangbourne Properties Limited ("Pangbourne") for a cash consideration of R17,00 per linked unit, amounting to an aggregate consideration of R404 065 673. The acquisition was effective Wednesday, 23 March 2011 and payment of the cash consideration will be made against delivery of the Pangbourne linked units. The acquisition is not subject to any outstanding conditions precedent. The seller is an entity that was established to facilitate a black economic empowerment ("BEE") transaction by Pangbourne and in terms of which transaction Pangbourne had provided financial assistance to the seller. By winding down this BEE transaction, Pangbourne will be released from its obligation in terms of the financial assistance provided. In addition, PFM is of the opinion that the purchase of the Pangbourne linked units at a consideration of R17,00 per linked unit will be yield enhancing to Capital unitholders. The pro forma financial effects of the transaction on Capital`s basic and headline earnings per unit for the year ended 31 December 2010 are set out below. The pro forma financial effects of the transaction on distribution per unit, the net asset value per unit and the 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 2010. 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. The pro forma financial effects have not been reviewed or reported on by Capital`s auditors. Unadjusted Pro forma % Change before the after the
transaction transaction (cents) (cents) Basic earnings per unit 136.07 143.83 5.7% Headline earnings per unit 75.60 83.35 10.3% Weighted average number of units in 717 578 059 717 578 059 issue Notes and assumptions: - The amounts set out in the "Unadjusted before the transaction" column have been extracted without adjustment from the audited financial results of Capital for the year ended 31 December 2010. - Capital`s financial results for the year ended 31 December 2010 and the pro forma financial effects thereon have been prepared in compliance with International Financial Reporting Standards. - The transaction is assumed for the purposes of basic and headline earnings per unit to have been implemented on 1 January 2010. - A total of 23 768 569 Pangbourne linked units were acquired at a price of R17.00 per linked unit. - It has been assumed that Capital earned distributable income from the additional Pangbourne linked units based on Pangbourne`s historical distribution of 76.88 cents per linked unit in respect of the six months ended 30 June 2010 and 74.04 cents per linked unit in respect of the six months ended 31 December 2010. - The total purchase consideration of approximately R404 million is assumed to be funded using interest bearing borrowings. - Interest on the interest bearing borrowings is assumed to be incurred at Capital`s historic weighted average cost of debt of 9.81% for the year ended 31 December 2010. - A fair value gain on investments has been recognised using Pangbourne`s bid linked unit price at 31 December 2010 of R19.50. 25 March 2011 Corporate advisor, legal advisor and sponsor to Capital Java Capital Date: 25/03/2011 17:05:01 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.
