| Fri 30 Mar 2007, 17:12 | | BNT - Bonatla - Further Announcement regarding the |
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BNT
BNT
BNT - Bonatla - Further Announcement regarding the acquisition
BONATLA PROPERTY HOLDINGS LIMITED
(Registration number 1996/014533/06)
Share code: BNT & ISIN: ZAE000013694
("Bonatla" or "the Company")
FURTHER ANNOUNCEMENT REGARDING THE ACQUISITION OF DURBAN POINT DEVELOPMENT
COMPANY, DISPOSAL AGREEMENT WITH ZENPROP (PROPRIETARY) LIMITED, A FURTHER
DISPOSAL AGREEMENT,AMENDMENTS TO THE LAEVELDTRUST AGREEMENT, CLARIFICATION
OF CERTAIN ISSUES PERTAINING TO THE SAXUM TRANSACTION AND THE CANCELLATION
OF THE BAY TERRACE VIEWS TRANSACTION
1. INTRODUCTION
Shareholders are referred to the pertinent announcements dated 25 January
2007, 12 February 2007 and 23 February 2007, detailing various acquisition
and disposal transactions.
As a result of the amendment of certain agreements, together with the
completion of a due diligence exercise, further details pertaining to a
number of previously announced transactions are now available.
2. THE DURBAN POINT DEVELOPMENT COMPANY
On 25 January 2007, Bonatla announced that an agreement had been reached
with Renong Overseas Corporation SA (Proprietary) Limited, whereby Bonatla
will effectively acquire all the shares and claims that Renong holds in the
Durban Point Development Company (Proprietary) Limited ("DPDC") for an
aggregate consideration of R150 million, together with an amount relating
to commission and expenses of R39 million, and R11 million in Bonatla
shares to be issued to KwaZulu-Natal based BEE entities.
The company announced further, on 23 February 2007, that an agreement had
been signed with Zenprop (Proprietary) Limited ("Zenprop"), whereby Bonatla
sold 70% of the DPDC acquisition to Truzen 15 Trust, a trust controlled by
the Board of Zenprop. The board of Zenprop has decided not to pursue the
Durban Point agreement, which has lapsed as a result.
A letter of intention dated 26 March 2007 has been signed with a
substantial listed property company, whereby such company has expressed its
willingness, subject to certain conditions precedent, to purchase 50% of
the entire issued share capital in and claims against DPDC for a purchase
price of R150 million in an SPV Company which will be jointly owned by the
parties.
The agreement is subject to the completion of certain conditions precedent
including approvals from the Competition Commission, JSE Limited,
Securities Regulation Panel, Bonatla shareholders and the approval of the
board of directors of such company. Further information shall be released
in due course.
3. AMENDMENTS TO THE LAEVELDTRUST AGREEMENT
On 25 January 2007, Bonatla announced that it had entered into an agreement
with Laeveldtrust 2001 (EDMS) BPK for the purchase of a portfolio of
property for a total consideration of R73 436 000. The purchase price has
been revised to R81 550 000 due to an increase in the rental income within
the portfolio. The due diligence has been completed to the satisfaction of
Bonatla. The remaining terms of the acquisition are unchanged.
4. THE SAXUM TRANSACTION
On 23 February 2007, Bonatla announced the acquisition of 100% of the
shares and claims in Dalefern Properties (Proprietary) Limited. Certain
information in the announcement was misconstrued by members of the press,
and as a result, the Company wishes to clarify the following:
- Dalefern had acquired as its sole asset 100% of the shares and claims
of Saxum Reinsurance Limited (formerly Gerling Global Reinsurance of
SA Limited) comprising Saxum Insurance Limited and Bibleman Holdings
(Proprietary) Limited from Saxum Group (Proprietary) Limited. In
terms of the agreement two subsidiaries, namely Saxum Insurance
Limited and Bibleman Holdings (Proprietary) Limited will be sold back
to the vendors. The remaining subsidiary, being Saxum Reinsurance
Limited, shall remain in Dalefern.
- the 163 750 000 ordinary Bonatla shares to be issued in order to
satisfy the acquisition price of approximately R131 million shall not
be issued to the vendors of Saxum, but placed with unrelated third
parties. There shall therefore be no change in control of Bonatla and
no offer to minority shareholders.
- The Dalefern transaction is subject to the above funding requirement
and due diligence to be performed on the audited annual financial
statements of Saxum Reinsurance Limited.
5. THE BAY TERRACE VIEWS ACQUISITION
On 25 January 2007, Bonatla announced the acquisition of a portfolio of
property known as "Bay Terrace Views". The acquisition was subject to a
due diligence investigation, which has now been completed. After a
thorough investigation, it has been decided by Bonatla not to proceed with
the acquisition, and it has therefore been terminated.
6. AMENDMENT TO SHELLY BEACH ACQUISITION
On 28 March 2007, the agreement that Bonatla had entered into with the
Cedar Valley Family Trust ("Cedar Valley"), represented by Derick John
Sarkis, and Lance Sutherland Robertson to purchase all shares and claims in
Golden Pond Trading (Pty) Limited was been amended
The purchase consideration is R55 000 000, which shall be satisfied by
means of an irrevocable guarantee of R37 000 000, and the balance to be
paid by the issue of 18 000 000 Bonatla ordinary shares. Due diligence has
been completed satisfactorily.
7. RESIGNATION OF DIRECTOR.
Carolyn Douglas has resigned with immediate effect from the board of
directors of Bonatla Property Holdings Limited because of possible conflict
of interests between Bonatla and CDA Property Consultants (Pty) Ltd, of
which she is the owner and director, and which is asset manager to Bonatla.
The appointment of two new directors to the Bonatla board , namely N V
Nicholson (CA SA) also appointed chairman of the Audit Committee, and S S T
Ngcobo, has made this now possible.
8. DOCUMENTATION
A detailed circular, together with a notice of general meeting, shall be
posted to shareholders in due course.
Sandton
28 March 2007
Sponsor
Vunani Corporate Finance (Pty) Limited
Date: 30/03/2007 17:12:51 Produced by the JSE SENS Department.
