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VUNANI PROPERTY INVESTMENT FUND LTD - Acquisition by VPIF of Wellington Road

Release Date: 05/12/2013 09:23
Code(s): VPF     PDF:  
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Acquisition by VPIF of Wellington Road

VUNANI PROPERTY INVESTMENT FUND LIMITED
Granted REIT status by the JSE
(Registration number: 2005/019302/06)
ISIN: ZAE000157459
JSE code: VPF
(“VPIF” or “the Company”)


ACQUISITION BY VPIF OF WELLINGTON ROAD


1.   INTRODUCTION
     Unitholders are advised that VPIF has entered into a Sale of Rental Enterprise
     Agreement with Magakabye Property Services Proprietary Limited (“the vendor”), in
     terms of which VPIF will acquire the rental enterprise conducted as a going concern
     on Erf 566, Portion 1 of Erf 567, Remainder Erf 567, Portion 1 of Erf 568 and
     Remainder of Erf 568 Parktown, Registration Division I.R., Province of Gauteng,
     measuring 12,140 square metres collectively (“the property” and “the transaction”)
     known as Wellington Road.


     The agreement contains warranties normal for an acquisition of this nature.


2.   INFORMATION RELATING TO THE PROPERTY


      Description of the          Erf 566, Parktown, Registration Division I.R.,
      property:                   Province of Gauteng, measuring 4,064 square
                                  metres;
                                  Portion 1 of Erf 567, Parktown, Registration Division
                                  I.R., Province of Gauteng, measuring 243 square
                                  metres;
                                  Remainder Erf 567, Parktown, Registration Division
                                  I.R., Province of Gauteng, mmeasuring 3,793 square
                                  metres;
                                  Portion 1 of Erf 568, Parktown, Registration Division
                                  I.R., Province of Gauteng, mmeasuring 308 square
                                  metres;
                                  Remainder Erf 568, Parktown, Registration Division
                                  I.R., Province of Gauteng, mmeasuring 3,732 square
                                  metres.


     Location:                   30-32 Wellington Road, Parktown, Gauteng
     
     GLA:                          10 018 square metres, comprises 100% offices and
                                   334 parking days.


     Leases:                       The premises are occupied by Transnet Limited with
                                   10,018 square metres expiring on 30 June 2015.


     Weighted average rental:      R107.82 per square metre (net)


     Purchase price and other      The purchase price of the property is set out in
     costs:                        paragraph 4 below. The following other expenditure
                                   will be incurred in respect of the property:
                                   Agent’s commission is payable by the vendor.
                                   All costs incidental to the transfer of the property –
                                   approximately R400 000.


     Independent valuation:        No independent valuation has been carried out and
                                   the board of VPIF is of the view that the purchase
                                   price of R 102 500 000 represents the fair value of
                                   the immovable property as at the effective date.


3.   RATIONALE FOR THE TRANSACTION
     VPIF was listed on the JSE Limited (“JSE”) on 11 August 2011. The main purpose of
     the listing was to provide VPIF with a platform for acquisitive growth and this
     transaction is a step towards VPIF’s stated intention to grow the portfolio by the
     acquisition of high quality yield-enhancing properties. Following the acquisition,
     Wellington Road will be upgraded and will then give an anticipated yield of 10.5%.


4.   PURCHASE CONSIDERATION
     A cash purchase price of R102 500 000, which will be funded by debt, is payable by
     VPIF to the vendors, which amount includes VAT levied at the rate of 0% in terms of
     section 11(1)(e) of the VAT Act.


5.   EFFECTIVE DATE
     The effective date of the transaction will be the date of registration of transfer of
     ownership of the property which is expected to be 28 February 2014.
6.   CONDITIONS PRECEDENT
     The transaction is conditional upon Competition Commission approval and the
     transfer of the property.


7.   PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
     The pro forma financial effects of the transaction on net asset value and net tangible
     asset value per linked unit are not significant and have therefore not been disclosed.


8.   FORECAST INFORMATION RELATING TO THE TRANSACTION
     The forecast financial information relating to the transaction for the financial periods
     ending 30 June 2014 and 30 June 2015 is set out below. The forecast financial
     information has not been reviewed or reported on by a reporting accountant in terms
     of section 8 of the Listings Requirements of the JSE and is the responsibility of the
     company’s directors.


                                                    Forecast for the     Forecast for the
                                                     4 months ending     12 months ending
                                                        30 June 2014         30 June 2015
                                                               R’000                R’000

     Investment property income                                4 939               15 888

     Straight-line rental adjustment                             217                 (205)

     Revenue                                                   5 156               15 683

     Property expenditure                                     (1 705)              (4 129)

     Net property income                                       3 451               11 554

     Other operating expenditure                                (171)                (513)

     Operating profit                                          3 280               11 041

     Finance costs                                            (2 347)              (7 021)

     Debenture interest                                         (716)              (4 225)

     Profit before income tax                                    217                 (205)

     Income tax                                                    -                    -

     Profit for the year                                         217                 (205)
                                                     
                                                     Forecast for the        Forecast for the
                                                      4 months ending        12 months ending
                                                         30 June 2014            30 June 2015
                                                                R’000                   R’000



      Reconciliation of profit for the year to
      distributable income:

          Profit for the year                                     217                   (205)

          Debenture interest                                      716                  4 225

          Straight-line rental adjustment                        (217)                   205

          Income tax                                                -                      -

          Distributable income                                    716                  4 225


     Notes:
     1.       The forecast financial information has been provided from the expected date
              of transfer being 28 February 2014.
     2.       Gross income includes rental income and all tenant recoveries while Property
              expenditure includes all consumption expenditure as well as property
              management fees.
     3.       Other operating expenditure consists of asset management fees.
     4.       VPIF will raise debt to fund the transaction and therefore 100% of the debt for
              the transaction has been attributed to this transaction.
     5.       The debenture interest has been calculated in accordance with the provisions
              of the Debenture Trust Deed.


9.   CLASSIFICATION OF THE TRANSACTION
     The transaction is classified as a Category 2 transaction in terms of the Listing
     Requirements of the JSE.


Sandton
5 December 2013


Sponsor
Grindrod Bank Limited

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