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Announcement regarding the acquisition of a property / voluntary disclosure / fulfillment of conditions precedent
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”)
TERMS ANNOUNCEMENT REGARDING THE ACQUISITION OF A PROPERTY, VOLUNTARY
DISCLOSURE OF A FURTHER PROPERTY ACQUISITION AND FULFILLMENT OF CONDITIONS
PRECEDENT REGARDING THE ACQUISITION OF SARS BUILDING
TERMS ANNOUNCEMENT REGARDING THE ACQUISITION OF A PROPERTY
1. Introduction
Ingenuity shareholders are advised that the Company has entered into an agreement (“the
Agreement”) with Villager Investments No 1 (Proprietary) Limited, The Retreat Trust and Acucap
Investments (Proprietary) Limited, jointly trading as The White Road Joint Venture (“White
Road” or "the Seller"), in terms of which Ingenuity will acquire the rental enterprise, including the
property situated at 64 White Road, Retreat, Cape Town and known as Tellumat Retreat (“the
Property") (“the Acquisition”).
The Acquisition will become effective on transfer which is expected to be on or about 1 April
2014 (“the Transfer Date”).
2. Rationale for the Acquisition
The Property has been acquired in line with the Company’s strategy to build a quality portfolio of
assets focused in the Western Cape. The Acquisition is earnings enhancing, underpinned by
quality leases with expiries beyond 5 years. It is a significant site in a strategic area in Retreat.
The total land area is 28 543 sq m in extent.
3. Consideration for the Acquisition
The total consideration for the Acquisition is R124.5 million (“the Purchase Consideration”),
which will be discharged by Ingenuity as follows:
3.1 Ingenuity issuing a minimum of 58 588 235 new Ingenuity shares (“the Consideration
Shares”) at a price of R0.85 per Consideration Share by means of a vendor
consideration placing; and
3.2 the balance of the Purchase Consideration by means of a cash payment of R74.7 million
to the Seller.
4. Conditions precedent
The Acquisition is subject to fulfilment or waiver of the following conditions precedent:
4.1 Ingenuity’s board of directors approval of the Acquisition by 31 October 2013;
4.2 mortgage finance approval on terms acceptable to Ingenuity by 31 October 2013;
4.3 Ingenuity being able to settle and place a minimum of 40% of the Purchase
Consideration by way of the Consideration Shares with either the Seller or in terms of a
vendor consideration placing by 31 October 2013;
4.4 the Company being satisfied, in its sole discretion, with the results of a comprehensive
due diligence by 31 October 2013;
4.5 such JSE regulatory requirements as may be necessary; and
4.6 Competition Commission approval to the extent required.
5. Property specific information relating to the Property
Gross Weighted
lettable Single or average Purchase Value of the
Property Location Sector area Multi- net rental Consideration Property
m2 tenanted per m2 Rm Rm (1)
R
Erf 127260 64 White Road Offices/ 18 202 M 60.03 124.5 124.5
Cape Town Retreat High tech
industrial
1. The Property has been valued by the directors of the Company using the capitalisation of rental method. The
Property 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 reviewed condensed consolidated interim results for the six months ended
28 February 2013 ("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 (2) %
EPS (3)(cents) 0.9 1.2 35.4
HEPS (3)(cents) 0.9 1.2 35.4
Shares and weighted shares in issue net of
treasury shares (4) 669 616 773 728 205 008
Notes:
1. Based on Ingenuity’s Results.
2. In calculating the Financial Effects, it was assumed that the Acquisition was implemented on 1 September 2012
for statement of comprehensive income purposes and based on the annual forecast net property income pro
rated for 6 months.
3. In calculating the Financial Effects, the weighted average price for the 30 day period preceding this
announcement of R0.85 per Ingenuity share has been used, and assuming 40% of the Purchase Consideration
being discharged by the Consideration Shares.
4. The number of shares has increased by 58 588 235 as a result of the issue of the Consideration Shares.
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.
VOLUNTARY DISCLOSURE OF A FURTHER PROPERTY ACQUISITION
Ingenuity shareholders are further advised that the Company has acquired the property known as
Chamber House, situated at 19 Louis Gradner Street, Foreshore, Cape Town for a purchase
consideration of R18.5 million (“the Chamber House Acquisition”).
The Chamber House Acquisition is a strategic acquisition for Ingenuity in that Ingenuity will now own
the entire city block comprising of the Reeds House, Atlantic Centre, 31 Martin Hammerschlag Way
and 33 Martin Hammerschlag Way buildings which are situated between Martin Hammerschlag Way,
Jack Craig Street, Louis Gradner Street and Christiaan Barnard Street, Foreshore, Cape Town.
FULFILLMENT OF CONDITIONS PRECEDENT REGARDING THE ACQUISITION OF SARS
BUILDING
Further to the announcement dated 8 July 2013 regarding the acquisition of the property known as the
SARS Building, Ingenuity shareholders are advised that all the conditions precedent have been
fulfilled and the acquisition of the SARS Building has now become unconditional. Registration of
transfer is expected to be on or after 1 October 2013.
30 September 2013
Cape Town
Investment bank and Sponsor
Nedbank Capital
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