| Wed 6 Feb 2008, 14:33 | | GDN - Gooderson - Acquisition and withdrawal of cautionary announcement |
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GDN
GDN
GDN - Gooderson - Acquisition and withdrawal of cautionary announcement
GOODERSON LEISURE CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1972/004241/06)
(JSE code: GDN ISIN: ZAE000084984)
("Gooderson" or "the company")
ACQUISITION OF THE SANBONANI HOTEL AND SHAREBLOCKS AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the cautionary announcements dated 12 November 2007
and 7 January 2008.
Alawill Investments (Pty) Limited ("Alawill") a wholly owned subsidiary of
Gooderson has purchased the following:
* the business of Sanbonani Hotel Management (Pty) Limited ("Sanbonani
Hotel") from Hans Michael Harri and Heleen Duprette Harri;
* Shares in shareblocks relating to the use of facilities of Sanbonani
Holiday Spa from the Duleda Family Trust;
* Shares in shareblocks relating to certain chalets at Sanbonani Holiday Spa
from Hans Michael Harri ; and
* Shares in shareblocks relating to the development rights at Sanbonani
Holiday Spa from Sanbonani Development (Pty) Limited.
Collectively these acquisitions are referred to hereafter as the Sanbonani
Holiday Spa.
2. RATIONALE FOR ACQUISITION OF SANBONANI HOLDAY SPA
Gooderson manages and provides accommodation, food and beverage and restaurant
services to leisure, international and conference tourists in the KwaZulu-Natal
province.
The acquisition of Sanbonani Holiday Spa will expand Gooderson`s portfolio and
product base beyond the borders of KwaZulu-Natal, resulting in the ability to
offer accommodation in Mpumalanga, close to the Kruger National Park. The
necessary permission has been granted for the development of an additional 78
hotel rooms and 76 timeshare units which is expected to accelerate growth.
3. DESCRIPTION OF SANBONANI HOLIDAY SPA
The Sanbonani Holiday Spa is situated in the Lowveld, in close proximity to the
Kruger National Park. The 29 hectare property is a renowned and long established
hotel and timeshare resort and includes a 50 room hotel and 86 timeshare units,
of which more than 500 weeks remain in the control of Gooderson which are
available for sale . Current recreation facilities include a restaurant and
boma, three adjoining swimming pools and baby pool, ladies bar and pool bar,
beauty salon, curio shop, bowls, gymnasium, squash and two tennis courts. The
Sanbonani Holiday Spa also includes a conference room and is affiliated to RCI
and currently holds Gold Crown Status.
4. TERMS & CONDITIONS OF THE ACQUISITION
4.1 On 1 February 2008 Gooderson entered into agreement, for the purchase of
the Sanbonani Holiday Spa with effect from 29 February 2008 ("effective
date").
4.2 The purchase price is R32.5 million and is payable on the effective date. A
deposit of R3 million has been made on 6 February 2008.
4.3 Gooderson has funded the R3.5 million out of its own cash resources and the
balance of R29 million will be funded with debt which has already been
secured.
4.4 Gooderson has completed a due diligence investigation on Sanbonani Holiday
Spa to its satisfaction.
FINANCIAL EFFECTS OF THE ACQUISITION
The unaudited pro forma financial effects set out below are provided for
illustrative purposes only to provide information about how the acquisition may
have impacted on Gooderson`s results and financial position. The pro forma
financial effects have been prepared in accordance with International Financial
Reporting Standards. Due to the nature of the unaudited pro forma financial
information, it may not give a fair presentation of the company`s results and
financial position after the acquisition. The unaudited pro forma financial
effects are based on the unaudited financial information of Gooderson for the
six month period ended 31 August 2007. The directors of Gooderson are
responsible for the preparation of the unaudited pro forma financial effects.
Before the Pro forma After Change
acquisition the acquisition
unaudited unaudited
31 August 31 August 2007
2007
Earnings per 4.28 3.61 (15.62)%
share (cents)
Headline earnings 4.28 3.61
per share (cents) (15.62)%
Net asset value 74.78 74.53 (0.33)%
per share (cents)
Net tangible 73.93 71.68 (3.04)%
asset value per
share (cents)
Weighted average 120 990 000 120 990 000
shares in issue
Number of shares 120 990 000 120 990 000
in issue at
period end
Notes:
(1). For the purpose of calculating the earnings and headline earnings per
share, it is assumed that the transaction was implemented on 1 March
2007 and for the purpose of calculating the net asset value and the
net tangible asset value per share, it is assumed that the transaction
was implemented on 31 August 2007.
(2). The "Before the acquisition" column has been extracted without
adjustment, from the unaudited results of Gooderson for the six months
ended 31 August 2007.
(3). The "After the acquisition" earnings and headline earnings per share
have been based on 50% of the audited results of Sanbonani Holiday Spa
for the year ending 28 February 2007.
(4). The "After the acquisition" net asset value and net tangible asset
value per share have been adjusted to include the assets of the
acquisition and the estimated transaction costs have been written off
against share premium.
(5). Goodwill of approximately R2.4 million will arise on the acquisition.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Caution is no longer required to be exercised by shareholders when dealing in
their securities.
Durban
06 February 2008
Designated Adviser Exchange Sponsors
Auditors Grant Thornton
Attorneys Berkowitz, Cohen, Wartzki
Date: 06/02/2008 14:33:27 Produced by the JSE SENS Department.
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