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Pro-forma financial effects of potential offer by Growthpoint to acquire shares in Acucap & withdrawal of cautionary
Acucap Properties Limited Growthpoint Properties Limited
Approved as a REIT by the JSE Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06) (Registration number 1987/004988/06)
Share code: ACP ISIN: ZAE000188660 Share code: GRT ISIN ZAE000179420
(“Acucap”) (“Growthpoint”)
PRO-FORMA FINANCIAL EFFECTS OF THE POTENTIAL OFFER BY GROWTHPOINT TO
ACQUIRE THE REMAINING SHARES IN ACUCAP THAT IT DOES NOT ALREADY OWN AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Acucap and Growthpoint shareholders are referred to the joint cautionary announcement released
on the Stock Exchange News Service (“SENS”) on 27 August 2014 and subsequently renewed on
9 October and 12 November 2014 and the joint terms announcement released on SENS on 12
November 2014 relating to the potential acquisition by Growthpoint of the remaining shares in
Acucap that it does not already own (the “Potential Offer”).
Pro-forma financial effects of the Potential Offer
The pro-forma financial effects of the Potential Offer, on firstly, Acucap shareholders and
secondly, Growthpoint shareholders, are detailed below.
KPMG Inc. has been appointed to report on the compilation of the pro-forma financial effects to
be included in the circular to be posted to Acucap shareholders, in due course, which circular will
contain the reasonable assurance reports thereon.
The pro-forma financial effects have been prepared for illustrative purposes only in order to
provide information on how the Potential Offer may affect the financial results and position of an
Acucap and Growthpoint shareholder respectively, and, because of their nature, may not give a
true reflection of the actual financial effects of the Potential Offer. The pro-forma financial effects
of the Potential Offer on an Acucap and Growthpoint shareholder are the responsibility of the
directors of Acucap and Growthpoint respectively.
A) Financial effects of the Potential Offer on an Acucap shareholder
The pro-forma financial effects on an Acucap shareholder have been prepared based on:
i) a rolling pro-forma statement of comprehensive income of Acucap for the 12 month
period ended 30 September 2014; and
ii) the unaudited, interim statement of financial position of Acucap as at 30 September 2014.
Before the After the Change
Potential Potential
(%)
Offer Offer
(cents) (cents)
(pro-forma)
Basic earnings per share
543.87 552.56 1.60
^
Diluted earnings per share
543.87 549.61 1.05
Basic headline earnings per share
308.59 309.84 0.40
^
Diluted headlines earnings per share
308.59 308.18 (0.13)
Net asset value per share
4,430.61 4,432.47 0.04
Net tangible asset value per share
4,358.84 4,341.68 (0.39)
*
Weighted average number of shares in issue (‘000) #
232,581 2,472,357
*^
Diluted weighted number of shares in issue (‘000) #
232,581 2,485,655
*
Number of shares in issue (‘000) #
232,581 2,569,872
*
Acucap currently has 241,002,184 shares in issue and of these shares in issue, 8,420,994 shares (“BEE Shares”) relate to
shares issued to the Thesele Group Proprietary Limited (“BEE Partner”). The BEE Shares issued to the BEE Partner are
subject to a lock in period and are therefore not currently disposable by the BEE Partner. This restriction placed on the BEE
Shares along with the fact that Acucap stands as surety to the financier of the BEE transaction results in the BEE Shares
being treated as unissued shares for accounting purposes. In terms of the Potential Offer the BEE Partner will participate
equally in the Potential Offer Consideration.
^There are no instruments that are currently in issue that would create a dilution in the number of Acucap shares in issue.
Growthpoint however has instruments in issue that create a dilution in the number of Growthpoint shares in issue post the
implementation of the Potential Offer.
#
The weighted average number of shares in issue, the diluted weighted number of shares in issue and the number of shares
in issue are representative of the issued share capital of Growthpoint post the implementation of the Potential Offer.
Notes to the pro-forma financial effects:
1. The “Before the Potential Offer” column reflects the pro-forma earnings and headline
earnings per Acucap share for the twelve month rolling period from 1 October 2013 to
30 September 2014, adjusted for the conversion of Acucap’s capital structure from linked
units to shares and the acquisition by Acucap of its participatory interests in Sycom
Property Fund (“Sycom”) (83.40%), which corporate events were assumed to be effective
on 1 October 2013.
2. The “Before the Potential Offer” column reflects the net asset value and tangible net asset
value per Acucap share based on the published unaudited, interim statement of financial
position of Acucap at 30 September 2014.
3. For the purposes of calculating earnings and headline earnings per Acucap share and net
asset value and net tangible asset value per Acucap share, after implementation of the
Potential Offer, it was assumed that:
a. The Potential Offer became effective on 1 July 2013 for the purpose of basic and
diluted earnings per share and basic and diluted headline earnings per share, and on
30 June 2014 for the purpose of net asset value and net tangible asset value per
share;
b. Acucap’s pro-forma statement of comprehensive income for the twelve month rolling
period to 30 September 2014, adjusted as detailed above, has been consolidated by
Growthpoint into Growthpoint’s audited statement of comprehensive income for the
year ended 30 June 2014; and
c. The Potential Offer consideration (“Potential Offer Consideration”), being 1.97
Growthpoint shares for every one Acucap share held by an Acucap shareholder, is
received on the assumed effective date of the Potential Offer, being 1 July 2013 for
the purpose of basic and diluted earnings per share and basic and diluted headline
earnings per share, and on 30 June 2014 in respect of the net asset value per share
and net tangible asset value per share.
B) Financial effects of the Potential Offer on a Growthpoint shareholder
Before the After the Change
Potential Potential
(%)
Offer Offer
(cents) (cents)
(pro-forma)
Basic earnings per share
279.38 280.49 0.40
*
Diluted earnings per share
277.53 278.99 0.52
Basic headline earnings per share
154.24 157.28 1.97
*
Diluted headline earnings per share
153.22 156.44 2.10
Net asset value per share
2,215.00 2,249.99 1.58
Net tangible asset value per share
2,223.00 2,203.90 (0.86)
Weighted number of shares ('000)
1,996,917 2,472,357
*
Diluted weighted number of shares ('000)
2,010,215 2,485,655
Number of shares in issue excl. treasury
shares ('000)
2,252,502 2,569,872
*
The dilution is as a result of the financial impact of 13,297,387 shares (as at 30 June 2014) allocated to Growthpoint
employees in terms of the Growthpoint share schemes that have not yet vested.
Notes to the pro-forma financial effects:
1. The “Before the Potential Offer” column reflects the earnings, diluted earnings, headline
earnings, diluted headline earnings, net asset value and net tangible asset value per
Growthpoint share in terms of the audited financial statements of Growthpoint for the
financial year ended 30 June 2014.
2. The “After the Potential Offer” column is based on the audited financial statements of
Growthpoint for the financial year ended 30 June 2014 and the rolling unaudited pro-forma
statement of comprehensive income of Acucap for the 12 month period ended 30
September 2014 and the unaudited Acucap interim statement of financial position as at 30
September 2014.
3. The effects on earnings, diluted earnings, headline earnings, diluted headline earnings, net
asset value and net tangible asset value per Growthpoint share are based on the following
assumptions:
i. the Potential Offer Consideration was received by Acucap shareholders on
1 July 2013 for the purpose of basic and diluted earnings per share and basic and
diluted headline earnings per share, and on 30 June 2014 for the purpose of net
asset value and net tangible asset value per share;
ii. Non-controlling interests in Sycom comprise only 1.0% of Sycom’s participatory
interests in issue on account of the aggregate of 99.0% of Sycom participatory
interests held by Growthpoint and Acucap collectively;
iii. in addition to the 191,146,257 Growthpoint shares issued to acquire the 34.9% and
31.5% interests in Acucap and Sycom respectively during April 2014, a further
317,070,060 Growthpoint shares are assumed to be issued as the Potential Offer
Consideration with effect from 1 July 2013 (the “Additional Shares”) for the purpose of
basic and diluted earnings per share and basic and diluted headline earnings per
share, and on 30 June 2014 for the purpose of net asset value and net tangible asset
value per share; and
iv. the 317,070,060 Additional Shares were issued at a clean price of R25.00 per
Growthpoint share.
The abovementioned pro-forma financial effects on an Acucap and Growthpoint shareholder
respectively have been prepared in accordance with the JSE Listing Requirements, the Guide on
Pro-Forma Financial Information issued by the South African Institute of Chartered Accountants
and the measurement and recognition requirements of the International Financial Reporting
Standards. The accounting policies applied to prepare the pro-forma financial effects on an
Acucap and Growthpoint shareholder respectively are consistent with those applied in the
preparation of the Growthpoint financial statements for the year ended 30 June 2014.
Pre-conditions to the Potential Offer
Further to the announcement released on SENS on 12 November 2014, shareholders are
advised that Growthpoint will propose a formal offer to Acucap shareholders on fulfilment of the
following pre-conditions:
a) the independent expert, being FirstRand Bank, acting through RMB Corporate Finance (“the
Independent Expert”) delivers its opinion to the independent board of directors of Acucap in
terms of which it concludes that the terms of the Potential Offer, including the consideration
therefor, are fair and reasonable to Acucap shareholders (other than Growthpoint); and
b) Growthpoint obtains the requisite shareholder approval placing sufficient Growthpoint shares
under the control of the Growthpoint directors for the purposes of implementing the Potential
Offer.
Accordingly this announcement does not constitute a firm intention announcement and a firm
intention announcement will be released on fulfilment of the pre-conditions set out above.
Withdrawal of cautionary announcement
In light of the fact that all salient terms of the Potential Offer and the pro-forma financial effects
thereof have now been published, Acucap and Growthpoint advise their respective shareholders
that they no longer need to exercise caution when dealing in their respective company’s securities
and hereby withdraw the cautionary announcement in respect of the Potential Offer.
26 November 2014
Sandton
CORPORATE ADVISOR AND SPONSOR TO ACUCAP
QUESTCO PROPRIETARY LIMITED
CORPORATE ADVISOR AND SPONSOR TO GROWTHPOINT
INVESTEC BANK LIMITED
REPORTING ACCOUNTANT TO ACUCAP AND GROWTHPOINT
KPMG INC
Date: 26/11/2014 09:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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