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

GROWTHPOINT PROPERTIES LIMITED - Pro-forma financial effects of potential offer by Growthpoint to acquire shares in Acucap & withdrawal of cautionary

Release Date: 26/11/2014 09:10
Code(s): GRT ACP     PDF:  
Wrap Text
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'). 
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