| Thu 6 Mar 2008, 15:23 | | BNT - Bonatla Property Holdings Limited - Detailed |
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BNT
BNT
BNT - Bonatla Property Holdings Limited - Detailed cautionary announcement to
the acquisition
BONATLA PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa
(Registration number 1996/014533/06)
Share code: BNT ISIN code: ZAE000013694
("Bonatla" or "the company")
DETAILED CAUTIONARY ANNOUNCEMENT RELATING TO THE ACQUISITION OF SABLE DOCUMENT
IMAGING ARCHITECTS (PROPRIETARY) LIMITED ("SDIA") AND SABLE SCANNING AND
TECHNOLOGIES (PROPRIETARY) LIMITED ("SST") ("THE ACQUISITIONS")
1. Introduction
Shareholders are advised that Bonatla has entered into an agreement dated
28 February 2008, in terms of which it will acquire all of the issued share
capital in and claims against SST from F. de Lange ("the SST vendor") and
all of the issued shares in and claims against SDIA from F. de Lange, A.G.
Smallwood, F.R. Grobbelaar and D.W.B. King ("the SDIA Vendors") with effect
from 3 business days after the fulfilment of the conditions precedent set
out in paragraph 6 below ("the effective date"). The combined purchase
consideration for the Acquisitions is R5 200 000, to be settled by the
issue of 12 093 024 shares at an issue price of 43 cents per share.
Bonatla assumed possession and management control of both SST and SDIA on
01 January 2008 ("the possession date").
2. Nature of Business of SDIA and SST
SDIA provides document imaging and management solutions for commercial and
government entities, which eliminate the costly storage and retrieval of
paper documents and ensures that information is easily accessible in a
secure manner.
SST is an Application Service Provider ("ASP") company which offers a
comprehensive range of services to assist businesses with document imaging
and management expertise. These services include, inter alia, training,
consulting and hosting solutions.
3. Rationale for the Acquisitions
Bonatla aims to establish itself as the market leader in niche document
storage warehousing properties. The acquisition of SST and SDIA,
established electronic imaging service providers, provides Bonatla with the
platform to acquire and/or develop these niche document storage warehouses
and have its 100% wholly owned subsidiary as its major tenant in these
facilities.
SST and SDIA currently do not offer physical off-site storage facilities,
and therefore require this service to complete their offering and provide
their clients with a one-stop document management solution. SST and SDIA
have an existing, long established client base requiring this service as
well as an established national franchise network to actively sell the off-
site storage solution and thus provide Bonatla with a niche, national, long
term tenant.
4. Profit Warranties and Purchase Price Adjustments
The 12 093 024 shares to be issued in settlement of the combined purchase
price are subject to a warranted aggregate profit being achieved by SST and
SDIA eighteen months after the possession date ("the profit warranty
period") of R1 268 293 after interest and before tax and will be allocated
between the SST Vendor and SDIA Vendors as follows:
(i) the SST Vendor will receive 2 790 698 Bonatla ordinary shares, of
which 1 618 605 shares will be issued on the effective date and the
remaining 1 172 093 shares pro rata to the performance on the profit
warranty on expiry of the 18 month profit warranty period; and
the SDIA Vendors will receive 9 302 326 Bonatla ordinary shares, of which 5
395 350 shares will be issued on the effective date and the remaining 3 906
976 shares will be issued pro rata to the performance on the profit
warranty on expiry of the 18 month profit warranty period.
5. Pro Forma Financial Effects of the Acquisitions
The financial effects of the Acquisitions will be announced following the
publication by the company of its annual results for the 15 month period
ended 31 December 2007.
6. Conditions Precedent
The Acquisitions are subject to, inter alia, the following conditions
precedent:
that Bonatla will have succeeded in securing from the JSE the re-listing of
their shares on either the JSE main board or on the AltX board on the JSE
by 30 April 2008, with the understanding that the listings result in active
share trading without suspension;
approval of the Acquisitions by the requisite regulatory authorities,
including the JSE, the SRP and the Competition Commission to the extent
required; and
the approval by the requisite majority of Bonatla shareholders at a general
meeting convened for the purpose of passing the resolutions relating to the
Acquisitions, including the issue of shares to the Vendor.
The controlling shareholders of Bonatla have signed irrevocable
undertakings to vote in favour of this transaction.
7. Cautionary Announcement
Shareholders are advised that the related financial effects of the
Acquisitions remains to be determined and are accordingly advised to
exercise caution when dealing in the company`s securities until the
publication of these financial effects.
Johannesburg
06 March 2008
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 06/03/2008 15:23:01 Produced by the JSE SENS Department.
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