| Wed 24 Oct 2007, 13:05 | | ORE - Orion Real Estate Limited - Disposal of prop |
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ORE
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ORE - Orion Real Estate Limited - Disposal of property known as the SAB complex
ORION REAL ESTATE LIMITED
(formerly Alpina Investment Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE & ISIN: ZAE000075651
("Orion" or "the company")
DISPOSAL OF PROPERTY KNOWN AS THE SAB COMPLEX
Introduction
Shareholders are advised of the disposal of a property known as the SAB complex,
by Ixia Trading 532 (Proprietary) Limited ("the seller"), a wholly owned
subsidiary of Orion, through the sale of Portion 1 of Erf 632 together with
Portion 5 of Erf 632, which building is situated at the corner of Foundry and
Monteer Road, Isando, for the purchase price of R34 000 000 to Athema Property
Holdings (Proprietary) Limited ("the purchaser"), subject to the conditions
precedent noted below. The effective date of the transaction will be the date of
transfer of the property into the name of the purchaser. The purchaser is not a
related party to Orion.
Conditions Precedent
The disposal is subject to the following conditions precedent:
- approval by the JSE within 45 business days from 19 September 2007, being
12 November 2007; and
- the purchase price, together with VAT, if applicable, to be paid against
registration of transfer of the property into the name of the purchaser.
Terms of the Disposal
The sale consideration of R34 000 000 shall be paid by the purchaser to the
seller in cash against the registration of transfer of the property into the
name of the purchaser. The property has been valued by an independent valuer at
R34 000 000. The proceeds of the disposal will be used to pursue other property
investment opportunities.
Rationale for the disposal
The disposal was effected in the ordinary course of business. The directors
considered that the offer received presented good value and that proceeds on the
disposal could be used for further expansion of the Orion group.
Shareholder approval
The disposal of the property will require the approval of Orion shareholders in
general meeting. A circular, containing full details of the disposal and
incorporating a notice of general meeting, will be posted to shareholders in due
course. An irrevocable undertaking, amounting to 84.21% of the issued share
capital, to vote in favour of the disposal has already been received.
Pro forma financial effects of the disposal
The table below summarises the pro forma financial effects of the disposal on
the published audited results of Orion for the year ended 30 June 2007, as
though the disposal had been in effect from 01 July 2006 for income statement
purposes and at 30 June 2007 for balance sheet purposes. The pro forma
financial effects, which are the responsibility of the directors, have been
prepared for illustrative purposes only and, due to their nature, may not fairly
present Orion`s financial position, changes in equity, results of operations or
cash flows.
Before the After the Percentage
disposal disposal change
(cents per (cents per (%)
share) share)
Earnings/(loss) per 10.95 8.50 (22.37)
share ordinary share
(cents)
Headline earnings per (1.09) (1.45) (33.06)
ordinary share (cents)
Net asset value per 42.94 42.94 0.00
share (cents)
Net tangible asset value 42.94 42.94 0.00
per share (cents)
Weighted average shares 190 508 436 190 508 436 0.00
in issue (`000)
Shares in issue at 192 820 910 192 820 910 0.00
period end
Assumptions:
1 The "Before the Disposal" column is based on published results for the year
ended 30 June 2007.
2 Proceeds from the disposal have been applied to the elimination of the bond
with Nedbank Limited, with the balance to cash.
3 Provision for taxation has been assumed on profit before taxation at 29%.
4 The property has been revalued at R34 000 000 in the latest annual
financial statements.
Johannesburg
24 October 2007
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 24/10/2007 13:05:01 Produced by the JSE SENS Department.
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