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FAIRVEST PROPERTY HOLDINGS LIMITED - Updated pro forma financial effects in respect of the scheme

Release Date: 09/12/2021 10:00
Code(s): FVT     PDF:  
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Updated pro forma financial effects in respect of the scheme

FAIRVEST PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/005011/06)
JSE share code: FVT ISIN: ZAE 000203808
(Approved as a REIT by the JSE Limited)
(“Fairvest” or the “Company”)


UPDATED PRO FORMA FINANCIAL EFFECTS IN RESPECT OF THE SCHEME


INTRODUCTION

Shareholders are referred to the joint firm intention announcement released on SENS by Fairvest and Arrowhead
Properties Limited (“Arrowhead”) on 27 September 2021, as well as the circular issued by Fairvest on 19 November
2021 detailing the terms of the proposed merger between Fairvest and Arrowhead by way of a scheme of arrangement
(the “scheme”) in terms of section 114 of the Companies Act, No. 71 of 2008, to be proposed by Fairvest to its
shareholders, and to which Arrowhead will be a party (the “scheme circular”).

In compliance with paragraph 8.25(a) of the JSE Listings Requirements, the pro forma financial effects (“pro forma
effects”) of the scheme contained in the scheme circular were based on the most recent completed financial periods of
Fairvest and Arrowhead, being the published audited financial results for the year ended 30 June 2021 in respect of
Fairvest and the published unaudited interim results for the six months ended 31 March 2021 in respect of Arrowhead
(the “Arrowhead HY2021 results”).

According to paragraph 11.56 of the JSE Listings Requirements, the JSE must be advised immediately and a
supplementary circular published if, at any time after a circular has been published and before the relevant shareholders
meeting, the issuer becomes aware that a significant new matter has arisen which would have been required to be
disclosed in the original circular had such information been known at that time. In the context of the publication of the
pro forma financial effects, “significant” means a change of 10% or more from the pro forma financial effects included
in the original circular.

On 24 November 2021, Arrowhead published its reviewed financial results for the year ended 30 September 2021 (the
“Arrowhead FY2021 results”). If the Arrowhead FY2021 results had been published before the publication of the
scheme circular, the pro forma effects contained in the scheme circular would have been based on the Arrowhead
FY2021 results. Furthermore, due to a difference of more than 10% when comparing the pro forma effects based on the
Arrowhead FY2021 results versus the Arrowhead HY2021 results, it is necessary for the Company to publish updated
pro forma effects (the “updated pro forma effects”). Shareholders are advised that the JSE has agreed to allow the
Company to publish the updated pro forma effects on SENS rather than requiring the publication of a supplementary
circular.

UPDATED PRO FORMA FINANCIAL INFORMATION

The updated pro forma effects set out below should be read in conjunction the scheme circular, which contains, inter
alia, the terms of the scheme and the original pro forma effects of the scheme on a Fairvest shareholder.

The table below sets out the updated pro forma effects of the scheme on a Fairvest shareholder based on Fairvest’s
results for the year ended 30 June 2021. The pro forma statement of financial position at 30 June 2021 gives effect to
the scheme as if it had occurred on 30 June 2021. The pro forma statement of profit or loss and other comprehensive
income for the year ended 30 June 2021 is presented as if the scheme had become operative at the beginning of the
relevant period.

Fairvest shareholder updated pro forma effects (cents)             Before the     Pro forma after
                                                                    scheme(1)       the scheme(2)         % change
Basic earnings per share (cents)                                        15.23               74.34            388.2
Diluted earnings per share (cents)                                      15.23               73.85            385.0
Headline earnings per share (cents                                       9.00               32.24            258.4
Headline diluted earnings per share (cents)                              9.00               32.03            256.0
Distributable earnings per share (cents)                                20.42               23.84             16.7
NAV per share (R)                                                        2.17                2.80             29.5
TNAV per share (R)                                                       2.17                2.79             28.8

Notes and assumptions

1.  The “Before the scheme” column has been extracted without adjustment from the audited results of Fairvest for
    the year ended 30 June 2021, as published on SENS and ANS on 13 September 2021, and includes the
    internalisation of Fairvest’s asset management function.
2.  The “Pro forma after the scheme” column reflects the position after the scheme. The scheme is assumed to be
    implemented based on the terms and conditions as described in the scheme circular. In order to assess the direct
    impact of the scheme on a Fairvest shareholder, the values in this column have been converted to a “per
    FVT share” equivalent based on the swap ratio of 0.54054 AHB shares for every FVT share.

In addition to the updated pro forma effects, Fairvest has prepared a supplementary consolidated pro forma statement
of financial position and statement of comprehensive income (the “detailed updated pro forma financial statements”).
The updated pro forma effects and the detailed updated pro forma financial statements are collectively referred to
hereinafter as the “supplementary pro forma financial information.”

The supplementary pro forma financial information is the responsibility of the board of directors of Fairvest. The
Company’s independent reporting accountants, BDO South Africa Incorporated (“BDO”), have issued an updated
reporting accountant’s report on the supplementary pro forma financial information dated 7 December 2021 (“updated
RAR”).

A copy of the detailed updated pro forma financial statements (as well as the notes and assumptions thereto) and the
updated RAR can be obtained from the Company’s website (https://fairvest.co.za/news/notices) and are available for
inspection at the Company’s registered office (8th Floor, The Terraces, 34 Bree Street, Cape Town, 8001) during
business hours from today, 9 December 2021 to 21 December 2021, both days inclusive.

The supplementary pro forma financial information, which is the responsibility of the directors of Fairvest, has been
prepared for illustrative purposes only. The supplementary pro forma financial information, because of its nature, may
not fairly present Fairvest’s financial position, changes in equity, results of operations or cash flows.

The supplementary pro forma financial information has been prepared in accordance with the accounting policies of
Fairvest, which are in compliance with IFRS, the Guide on Pro Forma Financial Information issued by the South African
Institute of Chartered Accountants and were used in the preparation of its audited results for the year ended 30 June
2021.

INDEPENDENT BOARD AND FAIRVEST BOARD RESPONSIBILITY STATEMENT

The independent board and Fairvest board (to the extent that the information relates to Fairvest) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to Fairvest is true and this announcement
does not omit anything that is likely to affect the import of such information.


9 December 2021

Corporate advisor and transaction sponsor to Fairvest
Java Capital

Legal advisor to Fairvest Wentz
Werskmans

Sponsor to Fairvest
PSG Capital

Date: 09-12-2021 10:00:00
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