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

NAMPAK LIMITED - Disposal of properties in Nampak Groups Property Portfolio in a Sale and Leaseback Transaction

Release Date: 01/06/2016 13:05
Code(s): NPK     PDF:  
Wrap Text
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

Date: 01/06/2016 01:05:00 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