| Mon 8 Oct 2007, 12:04 | | BNT - Bonatla Property Holdings - The proposed 99 |
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BNT
BNT
BNT - Bonatla Property Holdings - The proposed 99 year lease by Bonatla
Bonatla Property Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06)
JSE share code: BNT
ISIN Number: ZAE000013694
("Bonatla" or "the company"))
The proposed 99 year lease by Bonatla of 2 350 hectares of undeveloped land
from the Amahlubi Land Trust and the proposed 99 year lease by Bonatla of 3
400 hectares of undeveloped land from the Sibuyelo Matiwane Community Trust
1. Introduction
The board of directors of Bonatla are authorised to announce that Bonatla has
concluded the transactions set out as follows:
- On Monday, 24 September 2007, Bonatla entered into an agreement with the
Amahlubi Land Trust IT number 145/98 ("the Amahlubi Trust"), in terms of
which Bonatla enters into a 99 year lease over land, 2 350 hectares in
extent, situated near Giant`s Castle, Kwa-Zulu Natal ("the Amahlubi
land"), in exchange for 32.00 million ordinary Bonatla shares to be
issued to and for the benefit of the Amahlubi Trust and an additional 1
000 ordinary Bonatla shares to be issued to each of the 560 beneficiaries
of the Amahlubi Trust, for a total consideration of 32.56 million
ordinary Bonatla shares ("the Amahubi rental consideration") ("the
Amahlubi transaction"); and
- On 5 October 2007, Bonatla entered into an agreement with the Sibuyelo
Matiwane Community Trust IT number 98/2003 ("the Community Trust"), in
terms of which Bonatla enters into a 99 year lease over land, 3 400
hectares in extent, situated near Estcort, Kwa-Zulu Natal ("the Umsuluzi
land"), in exchange for 52.00 million ordinary Bonatla shares to be
issued to and for the benefit of the Community Trust and an additional 1
000 ordinary Bonatla shares to be issued to each of the beneficiaries of
the Community Trust, up to a maximum of 400 beneficiaries, for a total
consideration of 52.40 million ordinary Bonatla shares ("the Umsuluzi
rental consideration") ("the Umsuluzi transaction").
(collectively, "the proposed transactions")
The proposed transactions are subject to the fulfilment of the conditions
precedent set out in paragraphs 2.1.6 and 2.2.6 below.
2. Details of the transactions
2.1 The Amahlubi Transaction
2.1.1 Nature of the Amahlubi Trust
The Amahlubi Trust is a trust established for the management
and development of land held for the benefit and welfare of the
participating members and for the promotion of the Amahlubi
culture, and is managed by 11 trustees of behalf of the
Amahlubi people.
2.1.2 Trustees of the Amahlubi Trust
The following persons are registered trustees of the Amahlubi
Trust:
Amon Vusimuzi Phewa ID No: 4302265271086 (Chair)
Vimba Sidney Hlatshwayo ID No: 5911065808084 (Vice Chair)
Edward Jabulaningcobo ID No: 6708115408082 (Secretary)
Vimbela Zephried Hlengwa ID No: 730715501408 (Vice
Secretary)
Velani Ambrose Mabele ID No: 4908 155629082 (Treasurer)
Bodli Bernard Hadebe ID No: 3902015246089
Phumulani Elias Mhlanga ID No: 3802255248082
Lungile Margaret Shabalala ID No: 6901040635081
Vamisile Emily Mthembu ID No: 5208120710087
Manoba Elson Hadebe ID No: 1906015183087
Kweneza Abraham Bengu ID No: 5005205306081
2.1.3 Rationale for the Amahlubi transaction
Bonatla has identified opportunities to develop the following
facilities on the Amahlubi land:
- Golf course and golf estate;
- Private ownership/co-ownership of chalets`
- Hotel and conference centre`
- Sports and equestrian facilities; and
- Retail developments.
In addition, the Amahlubi transaction will enable Bonatla to
fulfil its social responsibility objectives through the
building of a school and by erecting certain improvements on
the adjacent property owned by the Amahlubi tribe.
2.1.3 The Amahlubi rental consideration
The Amahlubi rental consideration, comprising 32.512 million
Bonatla ordinary shares, payable by Bonatla in terms of the
Amahlubi transaction will be discharged as follows:
2.1.3.1 Bonatla to erect certain improvements on land owned by the
Amahlubi tribe adjacent to the Amahlubi land, to the value of
the lesser of R6.00 million or the total amount raised by the
placement of 8.00 million Bonatla ordinary shares;
2.1.3.2. The issue of a further 16.00 million Bonatla ordinary shares to
the Amahlubi Trust within 21 days of final and approved
rezoning of the Amahlubi land; and
2.1.3.3 The payment in cash, within 30 days of the approved rezoning of
the Amahlubi land, of the lesser of R6.00 million or the total
amount raised by the placement of 8.00 million Bonatla ordinary
shares, into an attorney`s trust account for the payment of all
costs and fees incurred by the Amahlubi Trust in respect of the
Amahlubi transaction; and
2.1.3.4 The specific issue by Bonatla of 1 000 Bonatla ordinary shares
to each of the 512 registered beneficiaries of the Amahlubi
Trust
2.1.4 Conditions precedent to the Amahlubi transaction
The Amahlubi transaction is subject to, inter alia, the
fulfilment of the conditions precedent as follows:
2.1.4.1 Unanimous approval by the trustees of the Amahlubi Trust of the
Amahlubi transaction and delivery of the necessary resolutions
to that effect to Bonatla;
2.1.4.2 Approval of the Amahlubi transaction by the shareholders of
Bonatla; and
2.1.4.3 Valuation of the Amahlubi land by an independent property
valuer approved by the JSE Limited ("JSE") and appointed by
Bonatla, at a value not less than R25.00 million. The value
attributed to the Amahlubi land by the independent valuer will
be published in the press as soon as it is available.
(collectively, "the Amahlubi conditions precedent")
The Amahlubi transaction will become effective upon the
fulfilment of the Amahlubi conditions precedent.
2.1.5 General terms of the Amahlubi transaction
Other relevant terms of the Amahlubi transaction are set out as
follows:
2.1.5.1 The lease will commence from the date that the Amahlubi
conditions precedent are fulfilled and will continue for a
period of 99 years calculated from the date that the Amahlubi
land is rezoned from agricultural to mixed use; and
2.1.5.2 Bonatla shall be entitled to generate, charge and collect
revenues from its activities on, and the operation of the
Amahlubi land as a tourist destination. Bonatla will be obliged
to obtain such permits as it may require for its use of the
Amahlubi land from the relevant authorities.
2.2 The Umsuluzi transaction
2.2.1 Nature of the Community Trust
The Community Trust is a community development trust
established for the management and development of land held for
the benefit and welfare of the participating beneficiaries.
Trustees of the Community Trust
The following persons are registered trustees of the Community
Trust
Mr Vikimpi Issiac Khumalo ID Number: 5608235355083
Mr Donsani Robert Khumalo ID Number: 2611095106086
Mr Madoda Andius Khumalo ID Number: 6310105415084
Mr Mgodleni Zuma ID Number: 3209035120082
Mr Vincent Vika Hlatshwayo ID Number: 6505065243083
Mr Nkosinathi Anthony Sithole ID Number: 7710305180082
Mr Gabangani Petros Khumalo ID Number: 6812075443087
Mr Bayede Kheni Radebe ID Number: 5902105749081
Ms Cezu Miya ID Number: 5507130258089
Ms Zodwa Vamile Mabele ID Number: 7907230291089
2.2.3 Rationale for the Umsuluzi transaction
The Umsuluzi land comprises the Umsuluzi Wildlife Reserve ("the game
farm"), which consists of 2 700 hectares of game-fenced nature
reserve and a further adjacent unfenced 700 hectares of grazing
land. The game farm comprises a commercial game lodge and a tented
game camp which are fully serviced. Bonatla intends to improve and
expand the existing facilities and to let the game lodge and other
facilities for commercial operations. In addition, Bonatla has
developed a land-use plan in terms of which 35 serviced stands on
the game farm will be made available for residential dwellings ("the
residential stands"), to be marketed on the basis of 50-year
notarial leases. The proceeds from the leasing of the residential
stands as well as the letting of the game lodge and facilities are
expected to produce significant revenues for Bonatla.
2.2.4 Umusuluzi rental consideration
The Umusuluzi rental consideration, comprising 44.40 million Bonatla
ordinary shares, payable by Bonatla in terms of the Umsuluzi
transaction will be discharged as follows:
2.2.4.1 Bonatla to effect certain required improvements and to pay
costs associated with the Umsuluzi land to the value of the lesser
of R3.00 million or the total amount raised by the placement of 4.00
million Bonatla shares;
2.2.4.2 The payment in cash, within 21 days of the fulfilment of the
conditions precedent described in section 2.2.3 below, of the lesser
of R30.00 million or the total amount raised by the private or
public placement of 40.00 million Bonatla shares; and
2.2.4.3 The specific issue by Bonatla of 1000 Bonatla shares to each of
the registered beneficiaries of the Community Trust, up to a maximum
of 400 beneficiaries.
2.2.5 Conditions precedent to the Umusuluzi transaction
The Umsuluzi transaction is subject to, inter alia, the fulfilment
of the following conditions precedent:
2.2.5.1 Unanimous approval by the trustees of the Community Trust of
the Umsuluzi transaction and delivery of the necessary resolutions
to that effect to Bonatla;
2.2.5.2 Approval of the Umsuluzi transaction by the shareholders of
Bonatla; and
2.2.5.3 Valuation of the Umsuluzi land by an independent property
valuer approved by the JSE, and appointed by Bonatla, at a value not
less than R33.00 million. The value attributed to the Umsuluzi land
by the independent valuer will be published in the press as soon as
it is available.
(collectively, "the Umsuluzi conditions precedent")
The Umsuluzi transaction will become effective upon the fulfilment
of the Umsuluzi conditions precedent.
2.2.6 General terms of the Umsuluzi transaction
Other relevant terms of the Umsuluzi transaction are set out as
follows:
2.2.6.1 The lease will commence from the date that the Umsuluzi
conditions precedent are fulfilled and will continue for a period of
99 years; and
2.2.6.2 Bonatla shall be entitled to generate, charge and collect
revenues from the Umsuluzi land and from the subletting of the
Umsuluzi land. onatla will be obliged to obtain such permits as it
may require for its use of the Umusuluzi land from the relevant
authorities.
3. Financial effects
The table below sets out the pro forma financial effects of the proposed
transactions on the net asset value and net tangible asset value per
Bonatla share. The unaudited pro forma net asset value and net tangible
asset value per Bonatla share are presented for illustrative purposes
only and because of their nature may not give a fair reflection of
Bonatla`s financial position after implementation of the proposed
transactions. The unaudited pro forma net asset value and net tangible
asset value per share are the responsibility of the directors of Bonatla.
It has been assumed for the purposes of the unaudited pro forma net asset
value and net tangible asset value per share that the Amahlubi
transaction and Umsuluzi transaction took place with effect from 31 March
2007 for balance sheet purposes. The fair value of the properties
acquired in terms of the proposed transactions has been recognised as the
number of Bonatla ordinary shares to be issued as the Amahlubi rental
consideration and Umsuluzi rental consideration in terms of the
respective transactions, multiplied by the price of one Bonatla share
immediately prior to the suspension in the trading of Bonatla shares on
the JSE Limited on Wednesday 4 July 2007.
The unaudited pro forma net asset value and net tangible asset value per
share have been calculated on a "stand alone" basis for each of the
Amahlubi transaction and Umsuluzi transaction as set out as follows:
Before1 After the After the After the %
Amahlubi Umsuluzi Amahlubi and Change
transaction transaction Umsuluzi
transactions
Published Pro forma Pro forma
Net asset (0.6) 5.5 7.3 10.5 1855.8%
value per
share (cents)
Tangible net (0.6) 5.5 7.3 10.5 1855.8%
asset value
per share
(cents)
Number of 185,347 217,859 229,747 262,259 41.5%
shares in
issue (`000)
Notes:
1. The "Before" financial information has been extracted without
adjustment from the published results of Bonatla for the six months
ended 31 March 2007.
2. Net asset and tangible net asset value per share have been adjusted
to include the Amahlubi land and Umsuluzi land that will be
recognised as assets in the balance sheet of Bonatla at fair value,
the capitalisation of the estimated transaction costs and the issue
of 76.91 million Bonatla ordinary shares.
3. In accordance with paragraph 13.7 of the JSE Listings Requirements,
forecast income statements in respect of the Amahlubi transaction
and Umsuluzi transaction will be prepared. The financial effects of
the Amahlubi transaction and Umsuluzi transaction on the pro forma
earnings and headline earnings per share of Bonatla, incorporating
forecast income relating to the Amahlubi and Umsuluzi transactions,
will be published in the press as soon as this information is
available.
4. Documentation
The proposed transactions are classified as Category 1 transactions in
terms of the JSE Listings Requirements and, accordingly, a detailed
circular setting out the salient terms and conditions of the proposed
transaction will be posted to Bonatla shareholders within 28 days.
Johannesburg
5 October 2007
Sponsor to Bonatla
T-Corporate
Date: 08/10/2007 12:04:01 Produced by the JSE SENS Department.
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