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RDF - Redefine Properties Limited - Acquisition of property portfolio
from Zenprop Property Holdings Limited and withdrawal of cautionary
announcement
Redefine Properties Limited
(Registration No. 1999/018591/06)
Share Code: RDF ISIN Code: ZAE000143178
("Redefine")
ACQUISITION OF PROPERTY PORTFOLIO FROM ZENPROP PROPERTY HOLDINGS LIMITED
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Redefine linked unitholders are referred to the announcements released
between 4 May 2011 and 14 September 2011 in which, inter alia, Redefine
linked unitholders were advised that a framework agreement had been
entered into between Redefine and Zenprop Property Holdings Limited
("Zenprop") for the acquisition of a number of investment properties from
various entities within the Zenprop group ("framework agreement").
The framework agreement has subsequently been amended to exclude certain
properties that were subject to pre-emptive rights and to include
additional properties, with the result that the transaction now comprises
the acquisition (the "acquisitions")of fourteen high quality office and
industrial properties for an aggregate purchase consideration of R 1 804
226 626, payable in cash. Separate agreements governing the terms of each
of the acquisitions have now been concluded.
RATIONALE
The acquisitions are in line with Redefine`s strategy to improve the
quality of its core property portfolio through an investment focus on
larger, well-located high-grade investment properties, which are mostly
single tenanted. The acquisitions together with the proposed unbundling
of Arrowhead Properties Limited, the disposal of a portfolio to Dipula
Income Fund Limited and the disposal of a portfolio to Arrow Creek
Investments 227 (Proprietary) Limited (all of which have been previously
announced) mark significant progress towards the implementation of this
strategy.
TERMS OF THE ACQUISITIONS AND CONDITIONS PRECEDENT
Details of the property portfolio being sold to Redefine under the
acquisitions, including the property name and address, geographical
location, rentable area, sector, the seller, weighted average rental per
square metre, effective date of acquisition and purchase price
attributable to each of the properties, are as follows:
Property Geograp Rent Secto Seller Total Effectiv Purchase price
name and hical able r weighte e date as at the
address locatio area d of effective date
n average acquisit
rental ion
m2
(R)
22 Fredman Gauteng 10 Offic Truzen 139.99 Date of 230 000 000
Drive, 974 e 37 transfer
Sandton Trust of the
property
WACO - Gauteng 14 Indus Truzen 44.65 Date of 87 900 000
Elandsfonte 542 trial 34 transfer
in at cnr Trust of the
Tunney and property
Barbara
Roads,
Elandsfonte
in
LE-SEL 1 at Gauteng 11 Indus Double 77.81 Date of 85 900 000
1 New Road, 605 trial Option transfer
Midrand 88 of the
(Pty) property
Limited
LE-SEL 2 at Gauteng 10 Indus Halfway 31.74 Date of 43 200 000
cnr 680 trial House transfer
Boardwalk Propert of the
and Old y Trust property
Pretoria
Roads,
Midrand
Thibault Western 33 Offic Truzen 95.88 Date of 402 349 000
Square at 1 Cape 419 e 6 Trust transfer
Thibault of the
Square, property
Cape Town
ITT Flygt Gauteng 5 Indus Truzen 66.19 Date of 58 985 731
at cnr 941 trial 12 transfer
Jones and Trust of the
Springbok property
Roads,
Bartlett
Schneider Gauteng 9 Indus Truzen 48.80 Date of 71 075 601
Electric at 710 trial 12 transfer
cnr Jones Trust of the
and property
Springbok
Roads,
Bart;ett
Design Gauteng 23 Retai Friedsh 118.48 Date of 391 500 000
Quarter at 814 l/ elf 113 transfer
Nichol Offic (Pty) of the
Grove, e Ltd property
Leslie
Road,
Fourways**
Cycle Lab Gauteng 3 Retai Double 92.03 Date of 45 400 000
at Nichol 558 l Flash transfer
Grove, Investm of the
Leslie ents 51 property
Road, (Pty)
Fourways** Ltd
Twinbore/Ho Gauteng 940 Retai Friedsh 80.69 Date of 10 416 294
rizons at l elf 113 transfer
Nichol (Pty) of the
Grove, Ltd property
Leslie
Road,
Fourways**
Business Gauteng 9 Offic Friedsh 163.98 Date of 210 700 000
Centre at 259 e elf 113 transfer
Nichol (Pty) of the
Grove, Ltd property
Leslie
Road,
Fourways**
Old Mutual Gauteng 2 Offic Friedsh 136.21 Date of 47 800 000
at Nichol 532 e elf 113 transfer
Grove, (Pty) of the
Leslie Ltd property
Road,
Fourways**
Lexmark at Gauteng 2 Offic Friedsh 123.87 Date of 34 500 000
Nichol 030 e elf 113 transfer
Grove, (Pty) of the
Leslie Ltd property
Road,
Fourways**
Saachi at Gauteng 4 Offic Friedsh 143.56 Date of 84 500 000
Nichol 245 e elf 113 transfer
Grove, (Pty) of the
Leslie Ltd property
Road,
Fourways**
Total 1 804 226 626
* No independent valuation was performed in respect of the properties
listed above, the value attributed to each of the properties by the
purchaser being equivalent to the purchase consideration.
** These properties are collectively referred to herein as "the Nicol
Grove Precinct properties"
Under the acquisitions, Redefine will acquire the properties with effect,
in each instance, from the date of registration of transfer of ownership
of each individual property into the name of Redefine.
Each of the agreements governing the acquisitions contain warranties
normal for acquisitions of that nature and each remains subject to the
unconditional approval of the acquisition concerned by the Competition
Tribunal by 28 February 2012.
Each of the agreements governing the acquisition of the Nicol Grove
Precinct properties remains subject to various regulatory approvals. The
long-stop date for transfer of each of the Nicol Grove Precinct
properties is 31 December 2012, which date may be extended to a date not
later than 31 July 2013, after which date either party shall be entitled
to cancel the agreement insofar as such agreement relates to any of the
Nicol Grove Precinct properties.
PRO FORMA FINANCIAL INFORMATION
The financial effects of the acquisitions on distribution per linked
unit, headline earnings per linked unit, net asset value per linked unit
and net tangible asset value per linked unit are not presented as these
are not material to Redefine.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
As all the details of the acquisitions have now been published caution is
no longer required to be exercised by Redefine linked unitholders when
dealing in Redefine linked units.
19 October 2011
Corporate advisor and sponsor
Java Capital
Date: 19/10/2011 08:25:01 Supplied by www.sharenet.co.za
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