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Acquisition by VPIF of Edcon Place and Finalisation Announcement relating to the Change of Name
VUNANI PROPERTY INVESTMENT FUND LIMITED
Granted REIT status by the JSE
(Incorporated in the Republic of South Africa)
(Registration number 2005/019302/06)
JSE code: VPF
ISIN: ZAE000185872
(“VPIF” or “the Company”)
ACQUISITION BY VPIF OF EDCON PLACE AND FINALISATION ANNOUNCEMENT RELATING TO
THE CHANGE OF NAME
1. INTRODUCTION
Shareholders are advised that VPIF has entered into a Sale of Rental Enterprise
Agreement with Windfall 50 Properties Proprietary Limited (“the vendor”), in terms of
which VPIF will acquire the rental enterprise conducted as a going concern on Erf 28,
29, 30, 31, 32 and 33 New Centre, measuring 932m², 932m², 915m², 915m², 915m²
and 915m² respectively, situated at 12 Laub Street, New Centre, Johannesburg (“the
property” and “the transaction”) known as Edcon Place.
The agreement contains warranties normal for an acquisition of this nature.
2. INFORMATION RELATING TO EDCON PLACE
Description of the property: The Building is a multi-storey office block
located in the Johannesburg CBD, and
comprises basement parking, ground floor
and 7 additional floors. Internally, the
specification is A Grade.
Tenant: Edcon Head Office and Call Centre with 8.5
years to run on the triple net lease (plus 4,
five year options) lease
Location: Gauteng
GLA: 28 580 square metres and 153 parking covered bays
Weighted average rental per square
metre (triple net):
R43.30
Purchase price: R150 470 000
Independent valuation: No independent valuation has been carried
out and the board of VPIF is of the view that
the purchase price of R 150 470 000
represents the fair value of the immovable
property as at the effective date.
The expenses relating to the transaction are estimated to be R1 000 000. These
expenses includes listing fees to the JSE fees, legal fees, corporate advisory fees and
fees directly related to the transfer of the property. Agent’s commission is payable by
the vendor.
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 properties. The acquisition will give an initial yield of 9.9%.
4. PURCHASE CONSIDERATION
A cash purchase price of R150 470 000, which will be funded by way of a vendor
placement.
The above amounts include 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 Edcon Place, which is expected to be at the end of October 2014.
6. CONDITIONS PRECEDENT
The transaction is conditional upon, inter alia, the following:
• approval by the Competition Authorities; and
• the transfer of Edcon Place.
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 share are not significant (i.e. less than 3%) and have therefore not been
disclosed.
8. FORECAST INFORMATION RELATING TO EDCON PLACE
The forecast financial information relating to Edcon Place for the financial years ending
30 June 2015 and 30 June 2016 are 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
Forecast for the 12
the 8 months months
ending 30 ending 30
June 2015 June 2016
R’000 R’000
Investment Property Income 12 623 20 120
Straight-line rental adjustment 3 440 4 236
Revenue 16 063 24 356
Property expenses (2 780) (4 443)
Net operating income 13 283 19 913
Asset management fees (500) (750)
Operating profit 12 783 19 163
Finance costs - -
Net profit before income tax 12 783 19 163
Income tax - -
Net profit for the year 12 783 19 163
Distributable earnings: 9 343 14 927
Notes:
1. Gross income includes rental income and all tenant recoveries while Property
expenditure includes all consumption expenditure as well as property
management fees.
2. Other operating expenditure consists of asset management fees.
3. VPIF will pay for the acquisition by issuing shares to the vendor.
9. CLASSIFICATION OF THE TRANSACTION
The transaction constitutes a category 2 transaction in terms of the JSE Listings
Requirements.
10. FINALISATION INFORMATION RELATING TO THE CHANGE OF NAME
Further to the announcements dated 2 June 2014 and 3 July 2014, shareholders are
advised that the special resolution relating to the change of name of the company from
“Vunani Property Investment Fund Limited” to “Texton Property Fund Limited” has
been processed by CIPC and accordingly the change of name will be effected as
follows:
2014
Last day to trade under the old name “Vunani Property
Investment Fund Limited” Friday, 22 August
Change of name to “Texton Property Fund Limited” on the
JSE and trade commences under the new name “Texton
Property Fund Limited” under the JSE code “TEX”,
abbreviated name “TEX” and new ISIN ZAE000190542 from
the commencement of trading on Monday, 25 August
Record date for change of name Friday, 29 August
Dematerialised shareholder’s accounts at CSDP and/or
brokers updated on Monday, 1 September
Note:
Shareholders will not be able to dematerialise or rematerialise securities in the name of
Vunani Property Investment Fund Limited after Friday, 22 August 2014 and may only
dematerialise their new Texton Property Fund Limited shares from Monday, 1
September 2014.
11. ADDITIONAL ACQUISITIONS
Further to previous announcements, the transfer of the “Naidoo Portfolio R129million”
is scheduled for September 2014. This transaction will place approximately 6.5% of the
issued share capital in BEE ownership. Accordingly, the Fund is likely to achieve a Level
2 or at worst Level 3 BEE rating.
The sale agreement for the “Quintiles Property” is now unsuspensive. The AAA grade
property is located in Bloemfontein and tenanted by Quintiles Clindepharm on a 5 year
triple net lease. The property will be purchased with cash at a yield of 9.35% for the
amount of R47.5 million
DUNKELD WEST
14 August 2014
Investment Bank and Sponsor
Investec Bank Limited
Date: 14/08/2014 04:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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