AECI LTD: Disposal of surplus property assets at Modderfontein
Incorporated in the Republic of South Africa (Registration No. 1924/002590/06) Share code: AFE ISIN No. ZAE000000220 ("AECI" or "the AECI Group") ANNOUNCEMENT RELATING TO THE DISPOSAL BY AECI OF ITS SURPLUS PROPERTY ASSETS AT MODDERFONTEIN TO SHANGHAI ZENDAI PROPERTY LIMITED (THE "TRANSACTION") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT TRANSACTION SUMMARY* * The Board of AECI is pleased to announce that it has reached agreement regarding the disposal by the AECI Group of its surplus property assets at Modderfontein, in Gauteng, to Shanghai Zendai. * The Transaction comprises the disposal of approximately 1 600ha of land and buildings thereon owned by the AECI Group, as well as Heartland's property development business in respect of the aforementioned assets. * The Purchase Price amounts to R1 060 974 456 (inclusive of VAT), which will be payable in full by Shanghai Zendai to AECI upon fufillment of the Conditions Precedent, which include the transfer by the AECI Parties to the Zendai Parties of Acquisition Assets with an aggregate acquisition price of R513 000 000 (inclusive of VAT) (or such lesser amount as agreed by Shanghai Zendai) (the "Effective Date"). * The Transaction is anticipated to be effective by 31 July 2014 (which date may be extended by a further two months thereafter to 30 September 2014). * It is anticipated that the remaining Acquisition Assets will be transferred by the AECI Parties to the Zendai Parties within a period of 24 months from the Effective Date ("Long Stop Date"). Under certain circumstances this period may be extended for a further period of up to 18 months. * The Transaction is line with AECI's stated policy to realise value from its surplus property assets. * Shanghai Zendai is an investment holding company listed on the Hong Kong Stock Exchange and is focused on developing, investing in and managing residential and commercial properties mainly in China. * Given the favourable location of the Acquisition Assets, Shanghai Zendai's intention is to develop the available land for mixed end-uses that include residential, commercial and retail developments.
*Capitalised terms used in this section have the same meaning as ascribed in this announcement.
Shareholders of AECI ("Shareholders") are referred to the cautionary announcements released on the Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on 8 July 2013, 16 August 2013 and 27 September 2013.
AECI has entered into a transaction framework agreement (the "Framework Agreement") with Shanghai Zendai Property Limited ("Shanghai Zendai") and various other transaction agreements regarding the Transaction (the "Transaction Agreements"). The Framework Agreement as well as the Transaction Agreements set out the basis on which South African subsidiaries of Shanghai Zendai, namely Zendai Development (South Africa) Proprietary Limited ("DevCo") and Zendai Investment Management (South Africa) Proprietary Limited ("InvCo") (jointly the "Zendai Parties"), will acquire, subject to the fufillment or waiver of the conditions precedent to the Transaction:
* approximately 1 600ha of land from AECI and two of its subsidiaries,
Heartland Properties Proprietary Limited ("Heartland") and AECI Real Estate Proprietary Limited ("ARE") (jointly the "AECI Parties"); * certain buildings on this land owned by the AECI Parties; and * Heartland's property development business in respect of the aforementioned assets (collectively, the "Acquisition Assets").
Post the completion of the Transaction, the AECI Group will retain approximately 1 300ha of land at Modderfontein for current and future operational requirements, and future disposals. It will also retain the Modderfontein Reserve, a 275ha area zoned as private open space. AECI will continue to manage the land and buildings it owns in Somerset West, Western Cape and Umbogintwini, KwaZulu-Natal, in the ordinary course of business.
In terms of the Framework Agreement, AECI has agreed to provide Shanghai Zendai with a right of first refusal to acquire certain remaining Modderfontein assets held by AECI (the "Remaining Assets") for a period of 10 years post the Long Stop Date, and, if applicable the extension thereof. In addition, during this period AECI shall not directly compete with the Zendai Parties in the business of property development in respect of the Remaining Assets. However, AECI will not be prevented from realising value from its other assets outside the Remaining Assets in the ordinary course of business.
2. TRANSACTION PRICE*
Subject to the fulfillment or waiver of the conditions precedent as set out in paragraph 7 below ("Conditions Precedent"), including the transfer of Acquisition Assets with an aggregate acquisition price of R513 000 000 or such lesser amount as agreed by Shanghai Zendai (the "First Tranche") within a maximum of 11 months from signature date of the Framework Agreement, the Zendai Parties will pay AECI R1 060 974 456(the "Transaction Price").
In addition to the Transaction Price, Shanghai Zendai will be responsible for reimbursing the AECI Group for any net improvement costs, plus VAT and interest thereon, incurred by the AECI Parties on the Acquisition Assets from 1 September 2013 until the Effective Date, which net improvement costs and VAT thereon are estimated to amount to no more than R227 069 044 ("Net Improvement Costs").
* rand amounts are inclusive of VAT
3. RATIONALE FOR THE TRANSACTION
AECI is a South African-based explosives and chemicals company which is focused mainly on providing specialty products and services to the mining and manufacturing sectors in Africa and in certain other emerging markets.
ARE and Heartland are subsidiaries of AECI and are incorporated as proprietary limited entities. ARE is an investment holding company. Heartland is engaged primarily in preparing property assets that have become surplus to AECI's operational requirements for alternative end uses.
The Transaction represents a unique opportunity for the AECI Group to realise immediate value for the majority of the surplus land surrounding its operations in Modderfontein in a single transaction at what the Board of Directors of AECI (the "Board of AECI") considers an attractive valuation.
The Board of AECI has not finalised how it will redeploy the proceeds realised from the Transaction in order to enhance shareholder value. Alternatives could include the redeployment of the proceeds into its core explosives and specialty chemicals businesses or the return of cash to Shareholders, in the form of a dividend or a share buy-back.
4. BACKGROUND INFORMATION ON SHANGHAI ZENDAI
Shanghai Zendai is a diversified property development company listed on the Hong Kong Stock Exchange and is principally engaged in the construction, development, investment and management of residential and commercial properties for sale and ownership mainly in the People's Republic of China ("PRC"). It also operates as a leasing and management agency of commercial and residential properties and owns a hotel business.
Shanghai Zendai currently has property projects under development in 12 cities in the PRC which are located in northern China, Shanghai city and its surroundings and Hainan province. Apart from focusing on the PRC market, Shanghai Zendai has been actively exploring scalable investment opportunities in international real estate development projects.
In addition to Shanghai Zendai's first overseas project located in New Zealand, the Board of Directors of Shanghai Zendai is of the view that the Acquisition Assets provide an attractive opportunity to diversify its landbank. The Transaction will provide Shanghai Zendai with a platform to build a growing and geographically diversified income stream for its shareholders.
5. THE TRANSACTION ASSETS
In terms of the Transaction, the Zendai Parties will acquire approximately 1 600ha of land and buildings thereon located in Modderfontein, together with the leases related to these buildings.
AECI has entered into a lease management services agreement with Shanghai Zendai whereby AECI will administer the leasing portfolio acquired by Shanghai Zendai pursuant to the Transaction, on a cost plus recovery basis.
5.2. The Heartland business
The Zendai Parties will acquire the Heartland business of property development in respect of the aforementioned land and buildings thereon, as a going concern, including the moveable and certain intangible assets used or owned by Heartland in relation to the normal, ordinary and regular operation of its business.
Employees engaged in Heartland's development activities at Modderfontein will be transferred to Shanghai Zendai on the Effective Date.
6. PAYMENT STRUCTURE*
Under the terms of the Framework Agreement, subject to the fulfillment of the Conditions Precedent, upon the transfer by the AECI Parties of the First Tranche to the Zendai Parties, the Zendai Parties will settle the full Transaction Price of R1 060 974 456 and the value of the additional Net Improvement Costs incurred by AECI up to and including the Effective Date.
AECI will endeavour to transfer the remaining Acquisition Assets not transferred as at the Effective Date ("Remaining Acquisition Assets") by the Long Stop Date. Both parties have the right, provided that the Performance Guarantee (referred to in paragraph 10 below) remains in force, to extend the transfer period for up to a further 12 months after the Long Stop Date (the "Grace Period") and for a further six months after the expiry of the Grace Period ("Extended Grace Period"). Should the Parties agree to the Grace Period and the Extended Grace Period, AECI will be liable for the Zendai Parties' funding costs in respect of the Remaining Acquisition Assets, up to a maximum of 10% per annum.
In the event that the AECI Parties are unable to transfer any of the Remaining Acquisition Assets timeously the Parties shall attempt, in good faith, to consider alternative methods of placing Shanghai Zendai in the position it would have been had such Remaining Acquisition Assets been transferred timeously including, without limitation, the entering into of long-term leases. Shanghai Zendai shall be entitled to call up the Performance Guarantee after the Long Stop Date or, if applicable, the Grace Period or Extended Grace Period if the parties are unable to reach agreement on the transfer of the Remaining Acquisition Assets.
* rand amounts are inclusive of VAT
7. CONDITIONS PRECEDENT
The Transaction is subject to inter alia the fufillment or waiver (where appropriate), as the case may be, of the following Conditions Precedent:
7.1. the unconditional approval in writing of the Competition Commission in South Africa, in terms of the Competition Act No. 89 of 1998, as amended, having been obtained (or if such approval is conditional, the Parties having each respectively in writing approved each such condition and delivered such written approval to the other Party);
7.2. such shareholder resolutions of the Zendai Parties as may be necessary;
7.3. such Directors' resolutions of the AECI Parties as may be necessary;
7.4. Heartland Leasing Proprietary Limited, acting as an agent for AECI, and
ImproChem Proprietary Limited ("ImproChem") entering into a lease in respect of the ImproChem building in a form satisfactory to both Shanghai Zendai and AECI; and
7.5. provided that the Conditions Precedent listed above are met, the
transfer of the First Tranche to InvCo and DevCo by 31 July 2014. Fufillment of this Condition Precedent may be extended up to and including 30 September 2014 if AECI's attorneys are of the opinion that the required threshold will be met in the event of such an extension. The value of the First Tranche threshold may also be reduced by Shanghai Zendai, in its discretion.
8. IRREVOCABLE UNDERTAKINGS FROM SHANGHAI ZENDAI SHAREHOLDERS
AECI has received an irrevocable undertaking from Mr Dai Zhikang (the Founder and Chairman of Shanghai Zendai) on behalf of companies he directly or indirectly controls which have a 38,67% shareholding in Shanghai Zendai, to vote in favour of the transactions contemplated in the Framework Agreement at the meeting of Shanghai Zendai shareholders called to approve those transactions in a form satisfactory to AECI.
It is Shanghai Zendai's intention to convene a meeting of its shareholders to consider and vote on all resolutions required to give effect to the Transaction by no later than 28 February 2014.
9. SHANGHAI ZENDAI FUNDING
The Zendai Parties have furnished AECI with the following bank guarantees from the Bank of China Limited, a bank registered in South Africa:
* a payment guarantee amounting to R1 060 974 456 for the sole purpose of
fully satisfying the Transaction Price and VAT thereon; and * a net improvement cost guarantee for bulk infrastructure amounting to R227 069 044 for the sole purpose of fully satisfying the Net Improvement Costs and VAT and interest thereon. 10. AECI PERFORMANCE GUARANTEE
The Standard Bank of South Africa Limited has furnished on AECI's behalf a guarantee to the Zendai Parties amounting to a maximum of R547 974 457 for the sole purpose of fully satisfying AECI's obligations to transfer the Remaining Acquisition Assets (the "Performance Guarantee").
This Performance Guarantee is for a maximum period of 42 months from the Effective Date and will be reduced as each of the Remaining Acquisition Assets is transferred to the Zendai Parties.
11. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The unaudited pro forma financial effects of the Transaction set out below have been prepared to assist Shareholders in assessing the impact of the Transaction on the AECI Group's earnings per share ("EPS"), headline earnings per share ("HEPS"), net asset value ("NAV") and tangible net asset value per share ("TNAV").
The pro formafinancial effects are the responsibility of the Board of AECI and are provided for illustrative purposes only. The pro forma financial effects have been prepared as if the Transaction had become fully effective and fully recognised on 1 January 2013 for purposes of the Statement of Comprehensive Income and at 30 June 2013 for purposes of the Statement of Financial Position. It does not purport to be indicative of what the consolidated financial results would have been had the Transaction been implemented on a different date. The material assumptions are set out in the notes following the table below.
Due to their nature, the pro forma financial effects may not fairly present the financial position, changes in equity, results of operations or cash flows of the AECI Group after the implementation of the Transaction.
Before the After the Percentage Transaction Transaction change (%)
EPS (cents) 356 672 88,8
HEPS (cents) 356 508 42,7
Weighted average number of 111 936 170 111 936 170 0 shares in issue for EPS and HEPS
NAV (cents) 5 347 5 641 5,5
TNAV (cents) 4 283 4 577 6,9
Weighted number of shares 116 291 400 116 291 400 0 in issue for NAV and TNAV
i. The "Before the Transaction" financial information has been extracted from
AECI's unaudited interim financial results for the half-year ended 30 June 2013 released on SENS on 24 July 2013. ii. The pro forma financial effects have been compiled using accounting policies that comply with International Financial Reporting Standards and that are consistent with those applied in the audited consolidated financial statements for AECI for the 12 months ended 31 December 2012. iii. The Transaction has been recognised in the pro forma financial information as a single transaction with all conditions precedent and all recognition criteria assumed to be completely fulfilled or met on the day of recognition. The actual recognition may take place over a period and the Group's reporting dates could occur within that period resulting in recognition of the Transaction in part in different reporting periods. iv. The AECI Parties hold surplus property in three classes, namely, development property which is property owned by Heartland, income generating leasing property and vacant land held as capital assets. The recognition of profits and tax effects indicated in the pro forma information follows the nature of the assets held with disposal of development property by Heartland being included in headline earnings as a normal operating activity and the disposal of leased and capital property being outside normal operating activities and excluded from headline earnings. v. Tax on the disposals follows the above treatment using the applicable normal and capital gains tax rates resulting in an effective tax rate of 23%. vi. VAT and interest effects have not been considered in the pro forma financial information. vii. The Statement of Comprehensive Income would include adjustments for leasing revenue and costs that would not have been recognised had the Transaction occurred on 1 January 2013. No adjustments are made in respect of this in the Statement of Financial Position as the Transaction is implemented on 30 June 2013. viii. The effects of future net improvement costs, or interest thereon, have not been considered in the pro forma financial information. ix. No costs or income have been estimated or included in respect of the service agreement in terms of which AECI will administer the leasing portfolio. x. Estimated costs of the Transaction have been included in the pro forma financial information. 12. CATEGORISATION OF THE TRANSACTION
In terms of the Listings Requirements of the JSE, the Transaction is categorised as a Category 2 transaction and accordingly approval by Shareholders is not required.
13. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that following the release of these full details of the Transaction, they no longer need to exercise caution when dealing in their AECI securities in this regard.
Woodmead, Sandton 4 November 2013
Investment Bank, Structuring Adviser and Transaction Sponsor The Standard Bank of South Africa Limited
Legal Adviser Webber Wentzel
-0- Nov/04/2013 16:04 GMT