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Announcement regarding the acquisition of properties
INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
ISIN: ZAE 000127411 JSE share code: ING
(“Ingenuity” or “the Company”)
ANNOUNCEMENT REGARDING THE ACQUISITION OF PROPERTIES
1. Introduction
Ingenuity shareholders are advised that the Company has entered into an agreement (“the
Agreement”) with Annenprop 4 Proprietary Limited (“Annenprop” or "the Seller"), in terms of
which Ingenuity will acquire the rental enterprises, including the properties situated at and
known as 14 Dreyer Street, Claremont, Cape Town and 72 Main Road, Claremont, Cape Town
(“the Properties") (“the Acquisition”).
The Acquisition will become effective on transfer which is expected to be on or about 1 March
2013 (“the Transfer Date”).
2. Rationale for the Acquisition
The Properties have been acquired in line with the Company’s strategy to build a quality
portfolio of assets focused in the Western Cape
3. Consideration for the Acquisition
The total consideration for the Acquisition is R82 million (“the Purchase Consideration”). The
Purchase Consideration will be discharged by Ingenuity as follows:
3.1 by the issue of a renounceable letter of allotment to the Seller for Ingenuity shares (“the
Consideration Shares”), up to the value of 50% of the Purchase Consideration and the
Seller being obliged to renounce the Consideration Shares to a renouncee(s) (“the
vendor placement”). The Consideration Shares will be issued at a price equal to the 30
day weighted average price of Ingenuity shares traded preceding the approval by the
board of directors of Ingenuity of the Acquisition, or at such other price as may be
determined by the board of directors of Ingenuity; and
3.2 by the payment of the balance of the Purchase Consideration in cash.
The Purchase Consideration is payable on the Transfer Date.
4. Conditions precedent
The Acquisition is subject to fulfilment or waiver of the following conditions precedent:
4.1 the Company obtaining mortgage finance acceptable to discharge the Purchase
Consideration;
4.2 the board of directors of the Company approving, in writing, the Acquisition;
4.3 the Company being satisfied, in its sole discretion, with the results of a comprehensive
due diligence;
4.4 the Company obtaining any regulatory consents; and
4.5 the Seller’s shareholders approving the Acquisition in accordance with the provisions of
section 112 of the Companies Act, No 71 of 2008.
5. Property specific information relating to the Properties
Weighted
Gross
Single or average Purchase Value of the
lettable
Property Location Sector Multi- net rental Consideration Properties
area
tenanted per m2 Rm Rm (1)
m2
R
Erf 170930,
Cape Town,
City of Cape
Town,
Western Cape
14 Dreyer Street, Retail, with
(registered 6 214 S 76.24
Claremont offices
consolidation
of erven
170961 and
58083, Cape
Town)
Erf 55499,
Cape Town,
72 Main Road,
City of Cape Retail 800 M 94.03
Claremont
Town,
Western Cape
Total 7 014 82 82.5
1. The Properties have been valued by the directors of the Company using the capitalisation of rental method. The
Properties will be valued by an independent valuer as part of the due diligence process.
6. Unaudited pro forma financial effects ("Financial Effects") of the Acquisition
Based on Ingenuity's audited consolidated results for the year ended 31 August 2012
("Results"), the Financial Effects of the Acquisition on Ingenuity's earnings per share (EPS”) and
headline earnings per share (“HEPS”) are set out below. The Financial Effects are prepared for
illustrative purposes only, and because of their nature, may not give a fair presentation of
Ingenuity's financial position or the effect and impact of the Acquisition. The Financial Effects
are the responsibility of Ingenuity's board.
Before the After the Change
Acquisition(1) Acquisition (3) %
EPS (cents) 9.0 8.6 (4.0)
HEPS (cents) 1.6 1.9 20.8
Total shares in issue 738 550 000 805 763 115
Shares and weighted shares in issue net of 645 573 057 712 786 172
treasury shares
Notes:
1. Based on Ingenuity’s Results.
2. In calculating the Financial Effects, it was assumed that the Acquisition was implemented on 1 September 2011
for statement of comprehensive income purposes.
3. In calculating the Financial Effects, the weighted average price for the 30 day period preceding this
announcement of R0.61 per Ingenuity share has been used, and assuming 50% of the Purchase Consideration
being discharged by the Consideration Shares.
4. The number of shares has increased by 67 213 115 as a result of the shares being issued in terms of the vendor
placement.
5. The financial effects of the Acquisition on net asset value per share and net tangible asset value per share have
not been disclosed as these are insignificant.
7. Categorisation of the Acquisition
The Acquisition is categorised as a Category 2 transaction in terms of the JSE Limited Listings
Requirements.
7 December 2012
Cape Town
Investment bank and Sponsor
Nedbank Capital
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