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Acquisition Of New Properties
Vividend Income Fund Limited
Incorporated in the Republic of South Africa
(Registration Number 2010/003232/06)
JSE Alpha Code: VIF
ISIN: ZAE000150918
(“Vividend” or “the Company”)
ACQUISITION OF NEW PROPERTIES
1. THE ACQUISITIONS
1.1 Linked unitholders of the Company are hereby advised that the Company has entered into acquisition
agreements (the Acquisitions”), which, if successfully concluded, will result in Vividend acquiring the below
mentioned properties and associated letting enterprises (”the Properties”) from the vendors detailed below:
1.1.1 The Bryanston Gate Property will be acquired from various vendors (“the Bryanston Gate
Acquisition”):
Acquisition Property Name Property Details Vendor Names Purchase Expected
Name Consideration (Rand) Effective Date
1 Bryanston Gate Bryanston Gate Erf 680 Bryanston K-H Property 184 500 000 1 September
Acquisition Township, Holdings (Pty) Ltd, K- 2013
Gauteng H Industrial (Pty) Ltd,
Kirchmann-Hurry
Construction (Pty)
Ltd, AH and MJ (Pty)
Ltd, AH and MJ
Property
Developments (Pty)
Ltd and Mopart
Investments cc
184 500 000
1.1.2 The Walk Centre and the Sparrow Mall Properties will be acquired from Oakwood Capital (Pty) Ltd
(“the Oakwood Capital Acquisition”):
Acquisition Property Name Property Details Vendor Name Purchase Expected
Name Consideration (Rand) Effective Date
1 The Walk The Walk Centre Erf 1562 Oakwood Capital 70 000 000 1 September
Acquisition Langenhovenpark (Pty) Ltd 2013
Extension 17,
Bloemfontein,
Free State
2 Sparrow Mall The Sparrow Mall Erf 3259 Oakwood Capital 76 875 000 1 September
Acquisition Nylstroom, (Pty) Ltd 2013
Limpopo
146 875 000
1.1.3 The Bronze Door Properties will be acquired from Bronze Door Properties (Pty) Ltd (“the Bronze
Door Acquisition”):
Acquisition Property Name Property Details Vendor Name Purchase Expected
Name Consideration Effective Date
(Rand)
1 Bronze Door Scottbrugh Mall Portion 219 of the Bronze Door 154 650 000 1 September
Acquisition Farm lot 14, 1664, Properties (Pty) 2013
Kwa Zulu Natal Ltd
2 Bronze Door Mountain View Erven 2498, 2499 Bronze Door 54 643 000 1 September
Acquisition and 2501 Properties (Pty) 2013
Northcliff Ltd
Extension 17
Township,
Gauteng and Erf
114 Valeriedene
Township,
Gauteng
3 Bronze Door Omni Park, Paarl Erf 21313 Paarl, Bronze Door 27 837 000 1 September
Acquisition Western Cape Properties (Pty) 2013
Ltd
4 Bronze Door KPMG Portion 5 of Erf Bronze Door 23 197 500 1 September
Acquisition Bloemfontein 13021 Properties (Pty) 2013
Bloemfontein Ltd
5 Bronze Door Bank City Bronze Door 21 651 000 1 September
Acquisition Potchefstroom Portion 3 of Erf Properties (Pty) 2013
1718 Ltd
Potchefstroom
6 Bronze Door Triangle Point Erf 14289 Bronze Door 19 589 000 1 September
Acquisition Somerset West, Properties (Pty) 2013
Western Cape Ltd
301 567 500
The effective dates of the Acquisitions shall be the date of transfer of the Properties into the name of the Company,
which are subject to the fulfilment of the conditions precedent detailed in paragraph 5 below.
The Bryanston Gate Acquisition, the Oakwood Capital Acquisition and the Bronze Door Acquisition have each been
acquired from vendors who are unrelated and independent of each other.
2. RATIONALE FOR THE ACQUISITIONS
2.1 The Acquisitions are consistent with the Company’s strategy of identifying and acquiring properties that
provide sustainable value enhancement to Linked Unitholders from the effective date of their acquisition.
2.2 The Acquisitions introduce well established, defensive and historically resilient properties, both in terms of
income growth and tenant demand, to the Property Portfolio of Vividend.
2.3 The Acquisitions provide longevity and growth potential to the Company’s earnings at an acceptable level of
risk linked to an appropriate acquisition yield.
3. THE PROPERTIES
Details of the Properties, as at the expected effective date, are as follows:
Acquisition Property Sector Cost (Rand) GLA (m2) Cost per GLA
Name (Rand)
Bryanston Gate Bryanston Commercial 184 500 000 15 208 12 132
Acquisition Gate
Bronze Door Scottbrugh Retail 154 650 000 14 780 10 463
Acquisition Mall
The Walk The Walk Retail 70 000 000 5 643 12 405
Acquisition Centre
Sparrow Mall The Sparrow Retail 76 875 000 7 952 9 667
Acquisition Mall
Bronze Door Mountain Retail 54 643 000 5 088 10 740
Acquisition View
Bronze Door Omni Park, Commercial 27 837 000 3 263 8 531
Acquisition Paarl
Bronze Door KPMG Commercial 23 197 500 2 144 10 820
Acquisition Bloemfontein
Bronze Door Bank City Commercial 21 651 000 2 311 9 369
Acquisition Potchefstroom
Bronze Door Triangle Point Commercial 19 589 000 1 541 12 712
Acquisition
632 942 500 57 930 10 926
4. PROPERTY SPECIFIC INFORMATION
Details applicable to the Properties, as at the expected effective date, are set out below:
Property Name Purchase Average Weighted Weighted Vacancy Property Value
and Address Yield Escalation Average Average by GLA (%) Value per GLA
attributable (%) Gross Lease (Rand) (Rand)
to Linked Rental per Duration
Unitholders m2 (Rand) (Years)
(%)
Bryanston Gate 11.1 7.4 121 2.8 - 184 500 000 12 132
Scottbrugh Mall 9.3 8.0 87 3.6 2.7 154 650 000 10 463
The Walk 9.8 6.8 108 2.2 - 70 000 000 12 405
Centre
The Sparrow 11.4 7.2 75 3.8 3.9 76 875 000 9 667
Mall
Mountain View 9.3 8.2 96 4.2 - 54 643 000 10 740
Omni Park, 12.2 7.1 87 2.4 - 27 837 000 8 531
Paarl
KPMG 11.0 7.9 97 1.8 7.4 23 197 500 10 820
Bloemfontein
Bank City 9.5 7.5 87 2.0 3.2 21 651 000 9 369
Potchefstroom
Triangle Point 10.2 8.1 126 1.8 - 19 589 000 12 712
10.36 7.6 99 3.1 1.6 632 942 500 10 926
Notes:
a) The Purchase Yield attributable to Linked Unitholders assumes a 40% Loan to Value (LTV) gearing
limit with an annual interest cost of 7.8%, which is the current indicative cost available to the
Company from its local banking partners.
b) The weighted average purchase yield attributable to Linked Unitholders, assuming all Properties are
acquired and assuming a 40% LTV, is 10.36%.
c) The Net Income generated by each Property, and therefore the Purchase Yield attributable to each
Property, is underpinned by a two year Net Income Guarantee.
d) National and anchor tenants with low levels of default risk (‘A Type’ Tenants) constitute a) 58% of
GLA and b) 46% of the Revenue.
e) Save for costs associated with the transfer of the Properties into the name of Vividend, which are
estimated at R2,100,000, no expenditure will be incurred by the Company in connection with the
Acquisitions.
f) The cost of each property is considered to be its fair market value, as determined by the Directors of
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.
5. CONDITIONS PRECEDENT
The Acquisitions are subject the following material conditions precedent:
a) The satisfactory completion of due diligence investigations, to be performed by the Company on the
respective Properties and associated letting enterprises;
b) The Company obtaining the appropriate irrevocable funding commitments from existing and/or new debt
funders;
c) The Company obtaining the appropriate irrevocable undertakings to subscribe for additional equity from new
and/or existing Linked Unitholders via a Vendor Consideration Placing;
d) Competition Commission approval, where applicable, in terms of the Competition Act 89 of 1998;
The Company is entitled to waive the conditions precedent set out in paragraphs a), b) and c) above.
6. WARRANTIES
The Vendors have each provided warranties and indemnities to the Company that are standard to transactions of
this nature.
7. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITIONS
The pro forma financial information applicable to the Acquisitions is still in the process of being finalised and will
be published in due course.
8. FORECAST FINANCIAL INFORMATION OF THE ACQUISITIONS
The forecast financial information applicable to the Acquisitions is still in the process of being finalised and will be
published in due course.
9. CATEGORISATION
The Bryanston Gate Acquisition, the Oakwood Capital Acquisition and the Bronze Door Acquisition are
individually categorised as Category 2 acquisitions in terms of the Listings Requirements of the JSE Limited.
10. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Linked Unitholders are referred to the cautionary announcement dated 24 June 2013 and are advised to continue
exercising caution when dealing in the Company’s securities until a full announcement regarding a) the pro forma
financial effects and b) the forecast financial information in relation to the Acquisitions is made.
1 July 2013
Cape Town
Sponsor
PSG Capital (Pty) Limited
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