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BNT
BNT
BNT - Bonatla - The Acquisition of an interest in SA Growth and Further
Cautionary Announcement
Bonatla Property Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1996/014533/06)
Share code: BNT
ISIN: ZAE000013694
("Bonatla")
The acquisition of an interest in SA Growth Property Group Limited ("SA Growth")
by Bonatla and further cautionary announcement
1. Introduction
On 14 May 2007 Bonatla signed a sale agreement in terms of which it will
acquire 51% of the issued share capital of SA Growth ("the acquisition").
The effective date of the acquisition is 1 March 2007. Confirmation will be
given to the JSE Limited ("JSE")that the articles of association of SA
Growth will be amended to conform to Schedule 10 of the JSE Listings
Requirements.
The acquisition is classified as a category three transaction in terms of
the JSE Listings Requirements. This announcement is therefore for
information purposes only and no action is required by Bonatla shareholders.
2. Nature of business
SA Growth offers various niche industrial warehousing, document storage, and
related facilities that exploit a market for companies that engage in
outsourcing certain logistics and storage aspects of their businesses. It
also invests in, and develops the properties related to their storage
business.
3. Rationale for the acquisition
Consistent with the value add strategy of Bonatla the SA Growth acquisition
provides opportunities to invest in industrial/commercial properties
developed by specialists. The acquisition of equity in the warehousing and
logistics sector allows Bonatla diversification within its property
investment portfolio.
4. Details of the acquisition
4.1 The vendors
There are 141 shareholders in SA Growth. The major shareholders, with
their respective shareholdings, are the following:
Jadine trust- J.A.MacKay 21.67 %
Knoetze Trust - H.G. Knoetze 21.67 %
OPM Family trust - J.V.G. Botha 21.67 %
The balance of the shareholders each hold less than 2% of the shares.
4.2 The purchase consideration
The purchase consideration payable by Bonatla to SA Growth is R14 120
639 which will be settled through the issue of 28 241 278 Bonatla
ordinary shares at 50 cents each.
4.3 Warranties and indemnities
The warranties and indemnities usual in transactions of this nature
have been made between Bonatla and SA Growth.
4.4 Conditions precedent
The acquisition is subject to the following conditions precedent:
4.4.1 approval of the acquisition by the Competition
Commission (should it be required), the JSE and the Securities
Regulation Panel ("SRP");
4.4.2 the full signed financial statements of SA
Growth Property Group for the interim period of 28 February
2007 be presented to Bonatla before the end of June 2007 with
no more than 5% deviation from the previous corresponding
period;
4.4.3 all the shares and loan accounts in and to the
subsidiaries will be transferred by SA Growth to Bonatla or its
nominee in terms of Section 45 of the Income Tax Act, (No. 58
of 1962), as amended at the values reflected in the financial
statements of SA Growth for the period ended 28 February 2007;
4.4.4 SA Growth provides a waiver in respect of the
acquisition whereby the minority shareholders of SA Growth in
general meeting waive the requirement for Bonatla to make a
mandatory offer to the remaining 49% shareholders of SA Growth.
The directors and any related parties are precluded from voting
on the passing of the resolution relating to this waiver;
4.4.5 obtaining approval from the SRP to waive the
requirement for Bonatla to extend the mandatory offer to the
remaining SA Growth shareholders as required in terms of Rule 8
of the Securities Regulation Code and the Rules of the SRP.
5. Financial effects
The table below sets out the unaudited pro forma financial effects of the
acquisition on Bonatla. The unaudited pro forma financial effects are
presented for illustrative purposes only and because of their nature may not
give a fair reflection of Bonatla`s financial position or results of the
operations after the acquisition. The unaudited pro forma financial effects
are the responsibility of the directors. It has been assumed for the
purposes of the unaudited pro forma financial effects that the acquisition
took place on 1 October 2005 for income statement purposes and 30 September
2006 for balance sheet purposes.
Before After
Published Pro forma
1 % change
Earnings per share
(cents) 0.09 (0.32) (2) (449.8)
Headline earnings per
share (cents) (2.61) (2.67) (2) 2.32
Net asset value per
share (cents) 0.41 6.84 (3) 1554.5
Net tangible asset
value per share (cents) 0.41 2.76 (3) 572.4
Number of shares in
issue (000`s) 185 347 213 588 (4) 15.2
Weighted number of
shares in issue (000`s) 185 347 213 588 (4) 15.2
Notes:
1. The "Before" financial information has been extracted, without
adjustment from the published results of Bonatla for the year ended 30
September 2006.
2. Earnings and headline earnings per share have been adjusted to
include Bonatla`s 51% share of the unaudited income and expenditure
relating to SA Growth for the year ended 28 February 2007.
3. Net asset and net tangible asset value per share have been
adjusted to include the assets and liabilities of SA Growth at fair
value, the issue of 28 241 million ordinary shares at 50 cents each,
the settlement of the estimated transaction costs of R282 000, which
have been written off against share premium, the excess of the net
asset value of the SA Growth acquisition over the purchase
consideration and the raising of deferred taxation in respect of the
purchase price allocation in terms of IFRS 3 (Business Combinations).
4. The number of shares in issue and the weighted average number of
shares in issue has been adjusted for the 28 241 million ordinary
shares issued in terms of the sale agreement.
6. Specific information on the property
The location of the property being acquired as part of the transaction is
No.46 Landsmarz Mark Avenue in Kosmosdale, Extention 11. The stand number is
868 Samrand. The site area is 17 751 square metres and the cross rentable
area is 12 551 square metres. The weighted average rental per square metre
for the rentable area is approximately R45.00. The value attributed to the
property as determined by the directors of SA Growth, who are not registered
professional valuers in terms of the Property Valuers Profession Act, No.47
of 2000, is R5.4 million.
7. Lapsed transactions
Shareholders are advised that the transactions entered on 15 January 2007
regarding the acquisitions of Gemini Moon Trading 177 (Proprietary) Limited
and Dalefern Properties (Proprietary) Limited on 22 February 2007 have
lapsed as the respective conditions precedent for these transactions were
not met.
8. Further cautionary announcement
Shareholders are referred to the previous cautionary announcements dated 23
February 2007 and 18 April 2007 and are advised that the negotiations
referred to therein are still in progress. Accordingly shareholders are
advised to continue to exercise caution when dealing in their shares until a
full announcement is made.
Sandton
17 May 2007
Sponsor
KPMG Services (Pty) Limited
Date: 17/05/2007 14:30:01 Produced by the JSE SENS Department.
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