To view the PDF file, sign up for a MySharenet subscription.

INGENUITY PROPERTY INVESTMENTS LTD - Announcement regarding the acquisition of a property

Release Date: 19/02/2014 17:40
Code(s): ING     PDF:  
Wrap Text
Announcement regarding the acquisition of a property

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”)

ANNOUNCEMENT REGARDING THE ACQUISITION OF A PROPERTY

1.   Introduction

     Ingenuity shareholders are advised that the Company has entered into an agreement (“the
     Agreement”) with Lansdowne Corner Shopping Centre (Proprietary) Limited and Green Willows
     Prop 284 (Proprietary) Limited (“the Seller”), in terms of which Ingenuity will acquire the rental
     enterprise conducted in respect of Erf 167543 Cape Town, known as Lansdowne Corner (“the
     Property”) and situated at corner Lansdowne Road and Jan Smuts Drive, Cape Town (“the
     Acquisition”).

     The Acquisition will become effective on transfer which is expected to be on or about 1 May
     2014 (“the Effective 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.

3.   Consideration for the Acquisition

     The total consideration for the Acquisition is R143 800 000 (“the Purchase Consideration”). The
     Purchase Consideration will be settled by Ingenuity as follows:

     3.1     R128 800 000 payable in cash; and

     3.2     R15 000 000 by way of the issue of 16 666 667 ordinary shares in the Company at an
             issue price of 90 cents per share.

     In terms of the Agreement, Ingenuity may also elect to discharge part or the whole of the cash
     payable in 3.1 above by the issue of further ordinary shares at the 30 day weighted average
     price preceding Ingenuity’s board of directors approving the Acquisition or at such price
     determined at the sole discretion of the board of directors of Ingenuity, by means of a vendor
     consideration placing.

     In addition, Ingenuity has the option for a period of one month to acquire the residential land
     component of the Property for a consideration of R7 000 000.

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 28 February 2014;

     4.2     mortgage finance approval on terms acceptable to Ingenuity by 28 February 2014;

     4.3     Ingenuity being satisfied, in its sole discretion, with the results of a comprehensive due
             diligence by 28 February 2014;

     4.4     the Seller warranting that the areas to be occupied by the Spur Group, Fives Soccer and
             Tiger Wheel and Tyre shall be fitted out at the Seller’s expense and that it will be
             responsible for all related costs including but not limited to any commissions payable;

     4.5     Competition Commission approval to the extent required; and

     4.6     such JSE regulatory requirements as may be necessary.

5.   Property specific information relating to the Property

                                                                                              Weighted
                                                                    Gross
                                                                            Single or          average           Purchase          Value of the
                                                                  lettable
     Property                     Location           Sector                    Multi-         net rental      Consideration           Property
                                                                      area
                                                                          2 tenanted             per m2                Rm                Rm (1)
                                                                        m
                                                                                                      R

                                   Corner
     ERF 167543
                           Lansdowne Road
     Cape Town                                        Retail        8 908          M            150.87               143.8               143.8
                            and Jan Smuts
                         Drive, Cape Town



     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 audited consolidated results for the year ended 31 August 2013
     ("Results"), the Financial Effects of the Acquisition on Ingenuity's headline earnings per share
     (“HEPS”) are set out below. The Financial Effects on earnings per share, net asset value and
     net tangible asset value per share have not been disclosed as these are insignificant. 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                   Acquisition                      %
                                                                                     (1)                       (3 & 4)



          HEPS (cents)                                                              2.0                           2.6                    28.7

          Total shares in issue                                             805 550 000                   869 461 111

          Total shares in issue net of treasury shares                      736 616 773                   800 527 884

          Weighted average shares in issue net of treasury                  693 296 225                   757 207 336
          shares



     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 on 31 August 2013 for statement of financial position purposes.
     3.     The number of shares has increased as a result of the issue of 63 911 111 Ingenuity shares per note 4 below.
     4.     The settlement of the Purchase Consideration is based on the assumption that mortgage finance of 60% is
            obtained and that the balance of the Purchase Consideration is settled by way of issuing 63 911 111 Ingenuity
            shares at 90 cents per share.

7.   Categorisation of the Acquisition

     The Acquisition is categorised as a Category 2 transaction in terms of the JSE Limited Listings
     Requirements.




19 February 2014

Cape Town


Investment bank and Sponsor
Nedbank Capital

Date: 19/02/2014 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story