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Disposal of properties in Nampak Group’s Property Portfolio in a Sale and Leaseback Transaction
Nampak Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1968/008070/06
Share Code: NPK
ISIN: ZAE 000071676
(“Nampak” or “the Company” or “the Group”)
Disposal of properties in Nampak Group’s Property Portfolio in a Sale
and Leaseback Transaction.
1. Nampak shareholders are advised that Nampak, through its wholly
owned subsidiary, Nampak Products Limited (“NPL”), has entered
into a sale and leaseback transaction with Imbali Props 21
Proprietary Limited (“Imbali”), in terms of which NPL will sell to
Imbali and leaseback fifteen of its industrial properties and sell
outright to Imbali one industrial property owned by NPL in South
Africa (“the Transaction”).
2. Background on Imbali
Imbali is a company in the Collins Property Group (“Collins”).
Collins is one of the largest private property owning companies in
the country and is predominantly a commercial property development
and investment group.
3. Rationale for the Sale and Leaseback Transaction
In line with Nampak’s strategy to deploy capital for the highest
return and to deleverage the balance sheet, the Nampak board has
approved the sale and leaseback of fifteen properties in the
group’s property portfolio and an outright sale of one property.
The proceeds will be applied to the reduction of debt.
4. Purchase Consideration and Effective Date
The consideration payable for the Transaction is R1.744 billion.
Subject to the fulfilment of conditions precedent listed in
paragraph 5 below. It is anticipated that the consideration will
be payable in cash on 30 September 2016 (“the Effective Date”).
5. Conditions Precedent
The Transaction is subject to the fulfilment of the following
conditions precedent:
- approval of the Transaction being granted by the Competition
Authorities in South Africa;
- NPL and Imbali concluding and signing a lease agreement for the
lease by NPL of fifteen of the properties which will be sold to
Imbali; and
- the Transaction is approved by the Nampak group’s lenders.
6. Other significant terms
- NPL will lease fourteen of the properties for a period of
fifteen years, with an option to renew the lease agreements for
two additional periods of five years each and an option to
repurchase the properties at market related prices on
termination of the lease agreements;
- NPL will lease from Imbali one of the properties for a period of
three years;
- Rental payable in terms of the Transaction will be equivalent to
the rental paid by NPL’s operating divisions to the NPL property
division. The competitiveness of NPL’s operating divisions will
therefore not be affected by the Transaction; and
- The lease agreements will be secured by a parent company
guarantee from Nampak Limited.
7. Value of Net Assets
The book value of the net assets that are the subject of the
Transaction as at 30 September 2015 was R373 million. NPL did not
derive any profits from the properties prior to the conclusion of
the Transaction.
8. Categorisation of the Transaction
The Transaction is classified as a Category 2 transaction in terms
of section 9 of the Listings Requirements of the JSE Limited and
does not require Nampak shareholder approval.
9. Additional Information
The Transaction will result in a profit on sale of assets and
accordingly earnings per share for the year to 30 September 2016
is expected to increase by more than 20% compared to the earnings
per share of the prior comparative financial year. A further
announcement in this regard will be issued in due course.
The properties which are the subject of the Transaction have not
been classified as held for sale in the interim financial
statements for the half year ended 31 March 2016, since the
Transaction was not highly probable at that date.
The properties that are the subject of the Transaction are:
- Erf 263, Nuffield Ext. 4 Township, Gauteng Province
- Erf 73, Rosslyn Ext. 1 Township, Gauteng Province
- Erf 461, Isando Township, Gauteng Province
- Erf 948 & 949, Clayville Ext. 4 Township, Gauteng Province
- Ptn 4 of Erf 19, Erf 21, 22 & 39, Vanderbijlpark North East
No.3, Gauteng Province
- Erf 97, Industria West, Gauteng Province Township
- Erf 498, 499 & 2585, Mobeni Township, KwaZulu Natal Province
- Rem. Ext. of Ptn 3, Ptn. 6, 27, 57, 58, 94 (a Ptn of Ptn 3) & 95
of Erf 790, Dunn’s Grant, KwaZulu Natal Province
- Erf 6863, Pinetown, KwaZulu Natal Province
- Erf 19223, Pinetown, KwaZulu Natal Province
- Erf 7196, Pinetown, KwaZulu Natal Province
- Erf 102598, Cape Town at Epping in the City of Cape Town,
Western Cape Province
- Rem. Ext. of Erf 32474, Cape Town at Epping in the City of Cape
Town , Western Cape Province
- Erf 19807, Paarl, Western Cape Province
- Proposed Erf 8604, Roodekop, Gauteng Province
Portions 1, 2, 3 & 4 of Erf 13414, Bloemfontein, Free State
Province will be sold outright and will not be subject to a sale
and leaseback.
Sandton
1 June 2016
Sponsor:
UBS South Africa (Pty) Ltd
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