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OCTODEC INVESTMENTS LIMITED - Acquisitions of property letting enterprises

Release Date: 10/12/2012 14:00
Code(s): OCT     PDF:  
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Acquisitions of property letting enterprises

OCTODEC INVESTMENTS LIMITED
Registration number 1956/002868/06
JSE code: OCT
ISIN: ZAE 000005104
(“Octodec” or “the Company”)


ACQUISITIONS OF PROPERTY LETTING ENTERPRISES

1.   Introduction
     Linked unit holders are advised that a wholly-owned subsidiary of Octodec, Presmooi
     Proprietary Limited (“Presmooi” or “the Purchaser”), has concluded agreements for the
     acquisitions of property letting enterprises (“the Acquisitions”) together with their related
     immovable properties (“the Properties”) from various vendors (“the Vendors”) . Details of the
     Vendors are set out in paragraph 8 below.


2.   Rationale for the Acquisitions
     The Properties consist of offices and are located in well-established office nodes. The
     Acquisitions provide Octodec with an opportunity to increase the size of the portfolio with
     quality properties as well as to diversify the Company’s income streams.


3.   Effective date of the Acquisitions
     The effective date (“the Effective Date”) of the Acquisitions will be the date of fulfilment of the
     conditions precedent as set out in paragraph 5 below, which is expected to be during June
     2013.


4.   Consideration for the Acquisitions
     The total purchase consideration payable by the Purchaser in respect of the Acquisitions is
     R140 527 500 (one hundred and forty million five hundred and twenty seven thousand five
     hundred rand) (“the Purchase Price”), which amount includes costs relating to the
     Acquisitions. The Purchase Price will be settled in cash and will be discharged on the transfer
     date of the Properties.


5.   Conditions precedent


     The Acquisitions are subject to fulfilment or waiver of the following suspensive conditions:


     5.1        The completion by the Purchaser, to its entire satisfaction, of a due diligence
                investigation.

     5.2        The Purchaser securing a loan or a bond from a financial institution of its choice.

     5.3        Approval by the Purchaser’s board of directors.

     5.4        Receiving unconditional approval from the Competition Authorities.
      
     5.5        In terms of the agreements concluded in respect of the Acquisitions, the Acquisitions
                are inter-conditional as follows:

                 5.5.1      the successful conclusion of the Acquisitions from the Vendors as set out in
                            paragraph 8 below;

                 5.5.2      the successful conclusion of the acquisition by a wholly-owned subsidiary of
                            Premium Properties Limited (“Premium”), Savyon Buildings Proprietary
                            Limited, of the property known as The Hanger situated at the corner of
                            Bosboknook and South Streets, Centurion, Pretoria (Erf 1342, Zwartkop
                            Extension 7) from Prophold Limited; and


                 5.5.3      the successful conclusion of the acquisition by IPS Investments Proprietary
                            Limited, an associate of Octodec and Premium, of the property known as
                            Lenchen Industrial Retail Park situated at Hoewe 29/2 Simarlo Street,
                            Centurion (Erf 591, Hennopspark, Extension 40, Registration Division JR) from
                            Prophold Limited.

6        Unaudited pro forma financial effects of the Acquisitions
         The unaudited pro forma financial effects of the Acquisitions on net asset value and net
         tangible asset value per unit have not been disclosed as they are not significant.


7        Forecast information on the Properties
         The summarised forecast financial information relating to the Properties for the two months
         ending 31 August 2013 and for the twelve months ending 31 August 2014, which is the
         responsibility of the Company’s directors, is set out below. The forecast financial information
         has not been reviewed or reported on by Octodec’s auditors.


                                                           Forecast                    Forecast
                                                 2 months ending 31         12 months ending 31
                                                        August 2013                 August 2014
                                                                  R                           R
         Gross rentals                                    2 949 604                  18 062 279
         Contracted revenue                               2 949 604                  18 062 279
         Uncontracted revenue                                     -                           -
         Net rental income before interest                2 461 006                  15 111 509
         Net profit after interest and
         administration fees                                551 372                   3 869 311


8        Specific information on the Properties


         Details regarding the Properties are set out below:


Vendor          Property description/           Sector            Gross       Weighted      Annualised      Purchase            Value(2)
                location                                       lettable        average        property         price
                                                                                                                   R
                                                                   area          gross        yield(1)     including
                                                                     m2     rental per              %          costs
                                                                                    m²                                                R

                                                                                     R

Odeon               Odeon Forum, 83 Lois      Offices             2 667         140.64           11.3      34 645 000        34 700 000
Investments         Street, Menlyn, Erf
Proprietary         782, Lynnwood Glen,
Limited             Pretoria

Drystone            Prime Cure House, 128     Offices             3 630          77.18             9.6     28 597 500        28 600 000
Investments         Oak Avenue, Highveld
Proprietary         Park, Centurion, Ptn 9
Limited             of Erf 11, Highveld,
                    Pretoria

Adamax              Dynamech Office Park,     Offices             5 708         101.82           11.1      53 781 476        53 790 000
Property            18 De Havilland
Projects            Crescent, Preseqor
Persequor           Park, Ptn 30 of Erf 2,
Park                Pretoria
Proprietary
Limited

Adamax              Planburo Consilium        Offices             1 510         111.03           10.6      15 826 274        15 827 000
Property
                    38 De Havilland
Projects
                    Crescent, Ptn 30 of Erf
Persequor
                    2, Persequor Park,
Park
                    Pretoria
Proprietary
Limited

Adamax              De Havilland Form, 30     Offices               788         104.58           10.5       7 677 250         7 677 000
Property            De Havilland Crescent,
Projects            Ptn 25 of Erf 2,
Persequor           Persequor Park,
Park                Pretoria
Proprietary
Limited

Total                                                                                                     140 527 500       140 594 000



Notes:

  1.      Based on net rental income for the 12 month period ending 31 August 2014, assuming the Properties are fully let.
  2.      No independent valuation has been carried out and the value of the Properties of R140.594 million was arrived at by the
          management company, City Property Administration Proprietary Limited.

9         Categorisation of the Acquisitions

          The Acquisitions are classified as a Category 2 transaction in terms of the JSE Limited Listings
          Requirements.


10 December 2012


Investment bank and sponsor
Nedbank Capital

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