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Subscription for shares in Rockcastle Global Real Estate Company Limited
CAPITAL PROPERTY FUND
(a portfolio in Capital Property Trust Scheme, a collective
investment scheme in property registered as such in terms of the
Collective Investment Schemes Control Act, No. 45 of 2002)
JSE share code: CPL ISIN: ZAE000001731
(“Capital”)
Managed by Property Fund Managers Limited
(Registration number 1980/009531/06)
(“PFM”)
SUBSCRIPTION FOR SHARES IN ROCKCASTLE GLOBAL REAL ESTATE COMPANY LIMITED
1. THE TRANSACTION
Capital has agreed to subscribe for 36 943 764 shares in Rockcastle Global Real Estate Company Limited
(Incorporated in the Republic of Mauritius with registration number 108869 C1/GBL) (“Rockcastle”) in terms
of a placement of 90 000 000 new shares undertaken by Rockcastle (“the subscription”).
Capital is subscribing for 36 061 624 shares through Rockcastle’s Mauritian share register at a subscription
price of USD1.30 per share and 882 140 shares through Rockcastle’s South African share register at a
subscription price of R13.40 per share, equating to an aggregate subscription price of R491 955 814.
The subscription price will be settled in cash out of Capital’s available debt facilities.
The Rockcastle shares are expected to be issued, listed and traded on the Alternative Exchange of the JSE
Limited (“JSE”) and the Stock Exchange of Mauritius Limited (“SEM”) from Tuesday, 10 December 2013.
The Rockcastle shares will rank for dividends in respect of the period 1 July 2013 to 31 December 2013.
Following this subscription Capital will hold 126 707 787 shares in Rockcastle, equivalent to 23.91% of
Rockcastle’s shares in issue.
2. RATIONALE FOR THE ACQUISITION
This additional investment in Rockcastle is in line with Capital’s strategy to diversify its portfolio by increasing
its exposure to different segments of offshore markets.
Rockcastle has a primary listing on the SEM and a secondary listing on the JSE. Rockcastle’s primary objective
is to invest in real estate assets and companies with attractive yields with the prospect of capital growth. The
additional capital raised by Rockcastle through the placement will be used to invest in listed real estate
securities and/or direct property in selected jurisdictions. Further information on Rockcastle and its activities is
available at www.rockcastleglobalre.mu.
3. CATEGORISATION
The subscription constitutes a category 2 transaction in terms of the JSE Listings Requirements and accordingly
does not require approval by unitholders.
4. FINANCIAL EFFECTS
The pro forma financial effects, set out in the table below, have been prepared for illustrative purposes only, to
provide information on how the subscription may have impacted on the historical financial results of Capital for
the six months ended 30 June 2013. Due to their nature, the pro forma financial effects may not fairly present
Capital’s financial position, changes in equity, results of operations or cash flows after the subscription. The pro
forma financial effects are the responsibility of the directors of PFM and have not been reviewed or reported on
by Capital’s auditors or reporting accountants.
The pro forma financial effects have been prepared in accordance with Capital’s accounting policies and in
compliance with IFRS.
The pro forma financial effects of the subscription on Capital’s basic earnings per unit and headline earnings
per unit for the six months ended 30 June 2013 are set out in the table below. The pro forma financial effects of
the subscription on Capital’s distribution per unit, net asset value per unit and net tangible asset value per unit
are not significant and accordingly have not been disclosed.
Before Pro forma after Percentage change
(cents) (cents) (%)
Basic earnings per unit 95.88 90.36 (5.8)
Headline earnings per unit 91.67 86.14 (6.0)
Weighted average number
of units in issue 1 606 986 279 1 606 986 279 -
Notes and assumptions:
1. The amounts set out in the “Before” column have been extracted, without adjustment, from the
condensed unaudited consolidated interim financial statements of Capital for the six months ended
30 June 2013.
2. Capital subscribed for 36 943 764 Rockcastle shares for an aggregate subscription price of R491.96
million, in terms of the Rockcastle placement referred to above, and subscribed for 23 844 500
Rockcastle shares for an aggregate subscription price of R309.98 million, in terms of the Rockcastle
placement announced on SENS on 4 October 2013. Capital acquired 249 523 Rockcastle shares through
the open market for R3.26 million during August and September 2013.
3. Both of the above subscriptions for Rockcastle shares and the acquisition of Rockcastle shares through
the open market are assumed to have been implemented on 1 January 2013 for the statement of
comprehensive income purposes.
4. The aggregate investment of R805.20 million is assumed to have been funded through third party
interest-bearing debt at a historic weighted average cost of debt of 8.62% in respect of the six months
ended 30 June 2013.
5. The acquisition of the 61 037 787 Rockcastle shares by Capital resulted in a change in the accounting
treatment from an investment designated at fair value to being equity accounted as an investment in an
associate.
6. The change in the accounting treatment resulted in a reversal of the fair value gain on the investment of
R72.33 million and the recognition of a non-distributable loss from an associate of R5.80 million. A
dividend receivable of R24.06 million was recognised based on Rockcastle’s distribution for the six
months ended 30 June 2013 of 39.424 ZAR cents per share.
7. All statement of comprehensive income adjustments have a continuing effect.
4 December 2013
Corporate advisor and sponsor
Java Capital
Date: 04/12/2013 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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