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THE PIVOTAL FUND LIMITED - Acquisition of a further 5.86% undivided share in Monte Circle Office Park and cautionary announcement

Release Date: 07/09/2015 10:50
Code(s): PIV     PDF:  
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Acquisition of a further 5.86% undivided share in Monte Circle Office Park and cautionary announcement

THE PIVOTAL FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/030215/06)
JSE share code: PIV  ISIN: ZAE000196440
(“Pivotal” or “the company”)


ACQUISITION OF A FURTHER 5.86% UNDIVIDED SHARE IN MONTE CIRCLE OFFICE PARK AND CAUTIONARY ANNOUNCEMENT



1.   INTRODUCTION
     Shareholders are advised that Pivotal has concluded an agreement (“agreement”) for the acquisition
     (“the acquisition”) of a further 5.86% undivided share in the remaining extent of portion 40 and
     portion 320 of the farm Witkoppen 194, registration division IQ, Province of Gauteng, measuring
     3,2275 hectares each, known as the Monte Circle Office Park (“Monte Circle Office Park” or “the
     property”), from The Trustees for the time being of Palm Trust (“the seller” or the “Palm Trust”).
     The effective date of acquisition is 1 September 2015 (“the effective date”).

2.   RATIONALE FOR THE ACQUISITION AND DETAILS OF THE PROPERTY
     The acquisition is in line with Pivotal’s strategy of investing in well located precinct developments,
     which once developed, grows the company’s asset base and ensures a steady supply of A-grade
     properties into the portfolio.
     Pivotal currently owns an 11.70% interest in Monte Circle Office Park. The acquisition will result in
     Pivotal owning a total of 17.56% in the property.
     Monte Circle Office Park is a proposed new office development of approximately 56 000m2. Located
     directly opposite the Montecasino entertainment hub, entry to the Monte Circle Office Park is gained
     via Montecasino Boulevard which can be accessed from William Nicol Drive as well as Witkoppen
     Road.
     The development distinguishes itself with its unique architecture and will provide a vast array of
     complementary services to office park users. The park will showcase the latest in energy efficient
     technologies and sufficient parking will also be provided. The buildings are designed to accommodate
     both single- and multi-tenanted use.
     Construction of the first 5 253m² (Building A) of the property is expected to be completed on
     1 October 2015 and trading is expected to commence on 1 November 2015.

3.   TERMS OF THE ACQUISITION
     3.1.    Subject to the fulfilment of the conditions precedent set out below, the purchase consideration
             in the amount of R16 411 288 will be paid by Pivotal to the Palm Trust in cash, by electronic
             transfer on the effective date which reflects the value attributed by the directors of the
             company for the 5.86% undivided share in the property. The directors of Pivotal are not
             independent and are not registered as professional valuers or as professional associate valuers
             in terms of the South African Property Valuers Profession Act, No 47 of 2000. The board of
             Pivotal is of the view that the purchase consideration represents the proportionate value of the
             seller’s interests in the property.
     3.2.    The agreement governing the acquisition provides for warranties and indemnities that are
             standard for acquisitions of this nature.
                                                                                                           
4.   CONDITIONS PRECEDENT

     The acquisition is subject to the following conditions precedent:

     4.1.      Pivotal obtaining an independent valuation report in respect of the property, prepared in
               accordance with paragraphs 13.20 to 13.31 of the JSE Listings Requirements, reflecting that
               that portion of the purchase consideration payable to the Palm Trust is equal to or greater than
               the value attributable to that portion of the property owned by the Palm Trust;
     4.2.      Pivotal obtaining all requisite regulatory consents and approvals in respect of the acquisition,
               including but not limited to all approvals required in terms of the JSE Listings Requirements;
     4.3.      Pivotal publishing, or causing the publication of all announcements that may be required in
               terms of the JSE Listings Requirements in respect of the acquisition;
     4.4.      Pivotal obtaining all approvals as may be required in relation to the financing of the purchase
               consideration payable; and
     4.5.      Pivotal concluding an addendum to the Consortium 64 Co-Owners Agreement and the Consortium 64 
               Development Agreement.

5.   CATEGORISATION, SMALL RELATED PARTY CONSIDERATIONS, FINANCIAL INFORMATION, INDEPENDENT VALUATION AND CAUTIONARY
     
     As Dave Savage, an executive director of Pivotal, and Thys Neser, a non-executive director of Pivotal,
     are trustees and discretionary beneficiaries of the Palm Trust, the acquisition of the 5.86% undivided
     share held in the property by The Trustees for the time being of Palm Trust, constitutes a small related
     party transaction in terms of the 10.7 of the JSE Listings Requirements.
     This small related party transaction is not subject to shareholder approval, provided an independent
     property valuer has confirmed that the terms of the acquisition, of the 5.86% undivided share in the
     property, are fair as far as shareholders are concerned. Accordingly, a further announcement will be
     published on receipt of the independent property valuation of the 5.86% undivided share in the
     property. Until such time as the further announcement has been published, shareholders are advised to
     exercise caution when dealing in their Pivotal shares.


7 September 2015


Corporate advisor and sponsor
Java Capital

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