/SENS ANNOUNCEMENT 9 MAY 2008
ACP
ACP - ACUCAP PROPERTIES LIMITED - FINANCIAL EFFECTS OF THE ACQUISITION BY ACUCAP OF 17.5% OF THE UNITS IN SYCOM PROPERTY FUND ("SYCOM") AND 50% OF SYCOM PROPERTY FUND MANAGERS LIMITED ("SPFM") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
ACUCAP PROPERTIES LIMITED
("Acucap")
(Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06)
Share code: ACP & ISIN: ZAE00003765
FINANCIAL EFFECTS OF THE ACQUISITION BY ACUCAP OF 17.5% OF THE UNITS IN SYCOM PROPERTY FUND ("SYCOM") AND 50% OF SYCOM PROPERTY FUND MANAGERS LIMITED ("SPFM") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Further to the announcements published on 4 March 2008 and 16 April 2008, linked unitholders of Acucap are advised that the funding structure has now been finalised for the purchase of 35.8 million units in Sycom, and for the purchase of a 50% interest in SPFM, 50% of the asset management agreement with SPFM and all of the property management business with SPFM, jointly referred to as "the acquisitions". Accordingly, the financial effects of the acquisitions can now be presented.
FUNDING STRUCTURE
The acquisitions have been funded by a combination of cash and the proceeds of a vendor consideration placement of Acucap linked units. The cash portion of the acquisitions is R795,376,000 and has been made available under a facility granted by Nedbank Limited ("Nedbank") on 19 March 2008, on the same terms and conditions as Acucap's existing facilities with Nedbank. The balance of R200,000,000 was raised by issuing 8 million Acucap linked units ("vendor consideration units"), at an issue price of R25.00 per vendor consideration unit. The vendor consideration units have been placed in equal proportion with two institutions. The issue price of the vendor consideration units represents a 3.5% discount to Acucap's 30 day volume weighted average linked unit price at 30 April 2008, and a 0.8% discount to Acucap's closing linked unit price on that date.
PRO FORMA HISTORICAL FINANCIAL EFFECTS
The unaudited pro forma financial effects of the transactions on an Acucap linked unitholder are presented below for illustrative purposes only and because of their pro forma nature may not give a fair reflection of Acucap's financial results and its position after the acquisitions. The unaudited pro forma financial effects are the responsibility of the directors of Acucap.
Before (1) | After (1) (Cents) | % Change | |
| Earnings per linked unit (2) | 36.62 | 33.82 | -7.6% |
| Headline earnings per linked unit (2) | 122.91 | 113.50 | -7.6% |
| Distribution per linked unit (2) | 108.51 | 99.40 | -8.4% |
| | (Rands) | (Rands) | |
| NAV per linked unit (3) | 25.77 | 25.64 | -0.5% |
| NTAV per linked unit (3) | 25.77 | 23.92 | -7.17% |
| | ('000) | ('000) | |
| Weighted average linked units in issue | 96,589 | 104,589 | |
| Linked units in issue less treasury linked units | 109,366 | 117,366 | |
| Linked units in issue | 117,787 | 125,787 |
Notes:
1. The financial effects set out above have been based on the reviewed interim results of Acucap for the 6 months ended 30 September 2007 and the reviewed interim results of Sycom for the 6 months ended 30 September 2007.
2. Earnings, headline earnings and distribution effects are based on the assumption that the acquisitions were effective on 1 April 2007.
3. NAV and NTAV effects are based on the assumption that the acquisitions were effective on 30 September 2007. The effect on NTAV is attributable to the purchase consideration of SPFM being in excess of its NAV being attributed to the value of the contract.
As noted above, the method of calculating the pro forma historical financial effects means that these effects will not necessarily provide a reliable indication of Acucap's financial results and its position after the acquisition. Accordingly, the following guidance is provided to Acucap linked unitholders. The Board of Acucap anticipates that distributions per unit for the year ending 31 March 2009 will increase by between 10 percent and 11 percent compared with the year ended 31 March 2008. For each of the ensuing two financial years ending 31 March 2010 and 31 March 2011, the Board of Acucap anticipates annual distribution growth of not less than 10% per annum.
This forecast has not been reviewed or reported on by Acucap's auditors.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the publication of this announcement, linked unitholders need no longer exercise caution when dealing in Acucap's securities.
Johannesburg
8 May 2008
Transactional sponsor to Acucap
KPMG Services (Proprietary) Limited
Sponsor to Acucap
Java Capital (Proprietary) Limited
Legal advisor
Edward Nathan Sonnenbergs Inc
Competition advisor
Vani Chetty Competition Law
Date: 09/05/2008 16:41:01 Produced by the JSE SENS Department.
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