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DEC - Decillion Limited - Property specific information,pro forma financial and

Release Date: 18/06/2012 16:23
Code(s): DEC
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DEC - Decillion Limited - Property specific information,pro forma financial and withdrawal of cautionary announcement DECILLION LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1998/011692/06) Share code: DEC & ISIN: ZAE000108247 ("Decillion" or "the company") PROPERTY SPECIFIC INFORMATION AND PRO FORMA FINANCIAL EFFECTS FOR THE ACQUISITION BY DECILLION OF ARDOR PROPERTY HOLDINGS (PTY) LTD ("ARDOR PROPERTY HOLDINGS"), LASHKA 132 LIMITED ("LASHKA") AND A PROPERTY KNOWN AS OAKWOOD, THE CAPITALISATION OF RELATED PARTY LOAN, A PROPOSED SPECIFIC ISSUE OF SHARES FOR CASH AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Following the detailed cautionary announcements on 3 August 2011 and 16 September 2011, renewal of cautionary announcements on 28 October 2011, 13 December 2011 and 27 January 2012 and a further detailed cautionary announcements on 13 March 2012 and 7 May 2012 regarding, inter alia, the acquisition agreements to acquire Oakwood and 100% of the shares and claims in Ardor Property Holdings and Lashka, the board of directors wish to provide shareholders with the property specific information for all three property portfolios as well as pro forma financial effects of the above-mentioned transactions. ARDOR PORTFOLIO PROPERTY SPECIFIC INFORMATION Decillion has entered into an agreement with Ardor Group (Proprietary) Limited dated 08 March 2012 to acquire 100% of the shares and claims of Ardor Property Holdings for a purchase consideration of R92 275 000 of which R8 000 000 is payable through the issue of shares at R2.45 and the remaining R84 275 000 payable in cash, taking over a maximum exposure to ABSA Bank of R4 000 000. Details of the Ardor Property Portfolio are as follows: Property Physical Sector Rentable Average Valua- Purchase Name Address Total Weighted tion price Rental (R`000) (R`000) R
Estcourt Cnr Subway Retail 8 275 94.66 77 250 6 125 Retail and Centre Centre Elizabeth to be Roads, deve- Estcourt, loped Extension No 3. The Cnr Nag Retail 9 449 95.20 97 200 11 200 Windmill Apie Road Centre Centre and First to be Avenue, deve- Mookgopong loped extension 7. Raslouw Cnr R55 and Retail 24 599 99.66 230 000 32 550 Square Lochner Centre Shopping Road, to be Centre, Swartkop deve- Raslouw (Monavoni loped X20) Dayi- Portion 2 Retail 17 609 138.13 205 000 5 000 zenza of the Farm Centre Shopping M`Timba to be Centre 20JU, deve- Mpumalanga loped Die Olympus Commer- 1 529 34.00 6 500 2 400 Werf Road, cial Faerie Glen Furrow 154 Furrow Commer- 5 500 54.54 35 000 35 000 Lane Lane, cial Equestria Pretoria TOTAL 66 961 650 950 92 275 LASHKA PORTFOLIO PROPERTY SPECIFIC INFORMATION Decillion and Lashka entered into an agreement dated 9 March 2012 with Sciofin (Proprietary) Limited for the acquisition of 100% of the shares and claims in Lashka for a purchase consideration of R225 700 000. The purchase price is payable as follows: * R19 671 002.50 by the issue of 8 028 981 shares in Decillion at R2.45 per share; * the remaining R206 028 997.50 payable in cash;and * taking over a maximum debt exposure of R111 000 000. Details of the Lashka Property Portfolio are as follows: Propert Physical Sector Rentable Average Valua- Purchase y Name Address Total Weighted tion price Rental (R 000) (R`000) R Berg- Corner Retail 6 987 67.44 56 000 35 000 ville South and Centre Mall West Streets, Bergville, KZN Langver- 4 Fisant Retail 1 174 94.66 17 200 17 200 wacht Street, Centre Centre Kuils River, Cape Town Ryne- 69 Van Retail 9 143 94.92 110 000 55 000 veld Ryneveld Centre Life- Street, style Pierre van Centre Ryneveld, Centurion, Tshwane Jean Jean Retail 7 134 97.97 99 500 63 500 Village Avenue Centre Centurion, Tshwane Uiten- Union Retail 50 002 110.00 320 000 55 000 hage Avenue, Centre Mall Uitenhage to be deve- loped TOTAL 74 384 602 700 225 700 OAKWOOD PORTFOLIO PROPERTY SPECIFIC INFORMATION Decillion entered into an agreement dated 9 March 2012 for the acquisition of Oakwood by Decillion for a purchase consideration of R78 300 000 payable in cash. Details of the Oakwood Property Portfolio are as follows: Propert Physical Sector Rentable Average Valuation Purchase y Name Address Total Weighted (R`000) Price Rental (R`000) Sparrow Cnr Nelson Retail 7 949 80.97 78 300 78 300 Shop- Mandela Centre ping Drive & Centre Meninger Street, Modimolle TOTAL 7 949 80.97 78 300 78 300 PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS The table below sets out the unaudited pro forma financial effects of the following: * the acquisitions of the three property portfolios; * the related party loan conversion; and * the specific issues of shares. collectively, the Transactions on Decillion. For purposes of the pro forma financial information the following assumptions have been made: * the shares issued in relation to the acquisitions have been issued at R2.45 per share; * the shares issued for the capitalisation of the Sciofin loan and in lieu of sponsors fees have been issued at R1.00 and R1.32 respectively; and * the 360 000 000 Decillion shares have been issued at R2.50 per share in terms of the share issue; The unaudited pro forma financial effects are presented for illustrative purposes only and because of their nature may not give a fair reflection of Decillion`s financial position, on a "stand alone" basis after each of the acquisitions, the related party loan conversion and the specific issues of shares, and collectively the Transactions. The pro forma earnings and headline earnings per share of the acquisitions have not been presented as Decillion will be defined as a property entity in terms of the Listings Requirements and has, therefore, presented profit forecasts in respect of Ardor Property Holdings, Lashka, Oakwood and the Company in compliance with paragraphs 13.7(a) and 13.4 (b)(i), respectively, of the JSE Listings Requirements. Transaction Net Asset % Net % Value per Change Tangible Change share Asset
(cents) Value per share (cents) Decillion prior to (502) (502) any transaction After Lashka 124 (125%) 124 (125%) acquisition After Ardor 153 23% 153 23% acquisition After Oakwood 153 0% 153 0% acquisition After fees and 120 (22%) 120 (22%) conversion of loan After maximum cash 236 97% 236 97% raise Notes to Pro formas 1. The prior Decillion figures are based on the reviewed financial information of Decillion as at 31 January 2012. 2. Decillion will issue 8 028 981 shares at R2.45 per share to the shareholders of Lashka giving total equity increase of R19 671 003. The balance of R206 028 997 is paid in cash which is largely utilised to settle the underlying vendors of Lashka and the excess is paid to the Lashka shareholders. 3. Decillion will issue 3 265 306 shares at R2.45 per share to the shareholders of Ardor giving total equity increase of R8 000 000. The balance of R84 275 000 is paid in cash which is largely utilised to settle the underlying vendors of Ardor and the excess is paid to the Ardor shareholders. 4. The acquisition of the Oakwood property is in terms of the Purchase Agreement between Decillion and Oakwood Fourways Development (Propriety) Limited. The property is fairly valued as at 29 February 2012 and the purchase price will be settled in cash. 5. The loan capitalisation reflects the 8 500 000 shares to be issued at R1 each in order to clear the loan account with Sciofin. 6. Advisor fees of R1 220 432 payable to Arcay Moela are settled by R500 000 in cash with the balance being settled in shares at R1.32 per share. Other listing costs adding up to R1 609 216 will be settled in cash. 7. The maximum and minimum cash projections are based on a maximum and minimum share subscriptions of 360 000 000 shares or 144 000 000 shares respectively. In both instances cash raising fees are estimated at 2.5% on the total cash raised. DOCUMENTATION A circular to shareholders detailing the terms of the acquisitions, the capitalisation of related party loans, specific issues of shares for cash, reverse takeover, and other associated transactions, incorporating revised listing particulars is being finalised and is expected to be posted to shareholders on or about 26 June 2012. Shareholders will be advised of the salient dates in due course. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Since the property portfolio information and pro forma financial effects of the above-mentioned acquisitions, specific issue of shares for cash and associated transactions have now been published, shareholders are advised that the cautionary announcement is withdrawn. By order of the board 18 June 2012 Sponsor Arcay Moela Sponsors Date: 18/06/2012 16:23:01 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.

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