ASCENSION PROPERTIES LIMITED - Acquisition of Atterbury House and Cautionary Announcement

ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/026141/06)

JSE share code for A-Linked Units: AIA ISIN: ZAE000161881

JSE share code for B-Linked Units: AIB ISIN: ZAE000161899
('Ascension' or 'the company')



ACQUISITION OF ATTERBURY HOUSE AND CAUTIONARY ANNOUNCEMENT


1.   INTRODUCTION

     Ascension has concluded an agreement for the acquisition of a rental enterprise conducted in respect
     of and including the property and buildings known as Shell House and Ovenstone House (collectively
     'the Atterbury House property') from Atterbury Investment Holdings Limited ('AIH') ('the
     Atterbury acquisition').

2.   THE ATTERBURY ACQUISITION
     2.1.   RATIONALE

            The Atterbury acquisition is consistent with Ascension's growth strategy and meets its
            investment criteria in terms of its location and its tenant, lease and net income profile. The
            building is a landmark property in Cape Town and is a strategic addition to Ascension's
            portfolio of Cape Town CBD assets.

     2.2.   DETAILS OF ATTERBURY HOUSE

            The Atterbury House property (Section No. 1 as shown and more fully described on the
            Sectional Plan SS747/2006 also known as Shell House and Ovenstone House) comprises
            26 236 square metres of office space and 570 undercover parking bays. The weighted average
            net rental per square metre of the Atterbury House property is currently R97 per square metre.

     2.3.   TERMS AND CONDITIONS PRECEDENT


            -  The purchase price of R341 million, which equates to an acquisition yield of 8.7%, is
                payable in cash against transfer of ownership of the Atterbury House property into
                Ascension's name, on which date the Atterbury acquisition will become effective.


            -   In the event that transfer of the Atterbury House property has not taken place on or before
                30 August 2013, interest will accrue on the purchase price at the prime rate with effect
                from 1 September 2013.


            -   The Atterbury acquisition agreement provides for warranties and indemnities that are
                standard for acquisitions of this nature.


            -   AIH has provided Ascension with a rental guarantee in respect of the Atterbury House
                property for a maximum period of 24 months from the date of transfer of the Atterbury
                House property into Ascension's name up to a maximum liability of R10 million which
                shall be payable in two tranches (if applicable).


            -   The Atterbury acquisition is subject to the suspensive condition that within 90 business
                days after Ascension has exercised the option, the Atterbury acquisition is approved
                                                                                                              



                   unconditionally by the Competition Authorities or alternatively is approved upon such
                   terms and conditions as are reasonably acceptable to AIH and the company, failing which
                   the agreement governing the Atterbury acquisition will fail to be of any further force or
                   effect.

     2.4.      VALUATION

               The board is satisfied that the value attributed to the Atterbury House property is in line with
               the purchase price being paid by the company. The directors of the company are not
               independent and are not registered as professional valuers or as professional associate valuers
               in terms of the Property Valuers Profession Act, No 47 of 2000.


     2.5.      FINANCIAL EFFECTS AND CAUTIONARY ANNOUNCEMENT

               Linked unitholders are advised that the financial effects of the Atterbury acquisition will be
               announced in due course.


               Accordingly, linked unitholders are advised to exercise caution when dealing in the company's
               securities until a further announcement is made.

     2.6.      CATEGORISATION

               The Atterbury acquisition is a category 2 transaction in terms of the JSE Listings Requirements
               and accordingly does not require approval by linked unitholders.


11 June 2013


Corporate advisor and sponsor
Java Capital

Date: 12/06/2013 07:25:00 Supplied by www.sharenet.co.za                     
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