| Thu 3 Jul 2008, 14:36 | | BNT - Bonatla Property Holdings Limited - Announcement relating to the |
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BNT
BNT
BNT - Bonatla Property Holdings Limited - Announcement relating to the
acquisition of Erven 1627 and 1628 Estcourt Extension 13 ("The Acquisition" or
"Property") from Karbotek Carbon Technologies (PTY) LTD ("The Seller"), update
on status of suspension and renewal of cautionary announcement
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")
ANNOUNCEMENT RELATING TO THE ACQUISITION OF ERVEN 1627 AND 1628 ESTCOURT
EXTENSION 13 ("THE ACQUISITION" OR "PROPERTY") FROM KARBOTEK CARBON TECHNOLOGIES
(PTY) LTD ("THE SELLER"), UPDATE ON STATUS OF SUSPENSION AND RENEWAL OF
CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are advised that Bonatla Properties (Proprietary) Limited
("Bonatla Properties"), a 100% subsidiary of Bonatla, has entered into an
agreement, and related lease agreement thereto, dated 18 June 2008 and 19
June 2008 respectively, in terms of which it will acquire the property from
the Seller. A variation agreement was also entered into, dated 2 July 2008.
Possession shall be given by the Seller to Bonatla Properties on the
transfer date. The purchase consideration for the property is R45 000 000,
to be settled by the issue of 60 000 000 new shares in Bonatla at an issue
price of 75 cents per share within 7 working days of the transfer.
2. Nature of the Acquisition
The property being purchased comprises of Erven 1627 and 1628, Estcourt,
Extension 13, KwaZulu-Natal measuring 8.7 hectares, together with all
improvements thereon. The offices, warehouse, laboratories, ablutions and
plant are erected on 17 000 m2, which is the subject of the lease, while
there is an adjacent site of 70 000 m2 of industrial zoned land being
available for further industrial developments. The lessee (see point 4)
shall have the right to match a bona fide offer to purchase the property
during the tenure of the lease and any extension thereof. At the end of
the initial lease, the lessee shall have the right to purchase the property
on a predetermined formula.
3. Rationale for the Acquisition
This property investment is expected to provide above average total returns
in excess of 22% over the next ten years excluding the incremental cash
flow that could be obtained by developing or disposing of the adjacent
vacant industrial site.
The strategy of the company is to invest in investment properties that
generate a rental income stream that also have development opportunities,
by taking advantage of existing bulk, or enhancing rights through a
rezoning process.
4. Property subject to Lease
The property is subject to a triple net lease (fully insuring, maintaining
and repairing lease). The proposed lease is renewable as follows, net
rental of R600 000 (R35.30 per square metre), plus VAT per month at an 8%
escalation (or 85% of CPIX if CPIX should exceed 11%) for a period of 4
years and 11 months, plus a further 5 year renewable period. The lease
commencement date is 01 October 2008 or with effect from the first day of
the first calendar month following the reactivation of the plant at
capacity levels exceeding 75% of the maximum projected capacity. The
premises will be used for the business of manufacturing and processing
activated carbon and any other purpose ancillary thereto. The lessor has
an option to match any offer received.
5. Pro Forma Financial Effects of the Acquisition
The table below summarises the pro forma financial effects of the
acquisition. The financial effects are the responsibility of the directors
and have been prepared for illustrative purposes only, to provide the
possible financial effects on the acquisition as if the investment had
taken place from 01 October 2006 for the period of 15 months until 31
December 2007. The pro forma financial effects, because of its nature, may
not give a true reflection of the financial position, the cash flow
position, the results of operations or the changes in equity of Bonatla.
Before After % Change
Loss per share (cents) (5.93) (1.88) 68%
Headline loss per share (4.79) (1.01) 79%
(cents)
Diluted loss per share (5.93) (1.87) 68%
(cents)
Net asset value per 19.00 32.69 72%
share (cents)
Tangible net asset value 18.39 32.24 75%
per share (cents)
Diluted net asset value 14.12 25.92 84%
per share (cents)
Diluted tangible net asset 13.67 25.90 90%
value per share (cents)
Weighted average number 185 346 245 346 32%
of shares in issue 954 954
Diluted weighted average 185 462 245 462 32%
shares in issue 510 510
Shares in issue at year 185 346 245 346 32%
end 954 954
Fully diluted shares in 249 439 309 439 24%
issue 978 978
Assumptions:
i) The per share information for Bonatla, as set out in the "Before" column of
the table, are based on the published financial results of Bonatla for the
fifteen months ended 31 December 2007.
ii) The "After" column shows the earnings, headline and diluted earnings in i)
above, adjusted for the acquisition of the property after the following
assumptions have been taken into account:
- The property was paid for through the issue of 60 000 000 shares in
Bonatla at 75 cents per share;
- The R45 000 000 paid for the property has been capitalised as a non
current asset;
- No taxation has been assumed in the balance sheet effects;
- The income statement has been adjusted for rental income of R600 000 per
month for the 15 month period as per the agreement;
- Taxation is assumed at 29%, being the effective taxation rate during the
period in i) above;
- Agent`s commission on the purchase of the property has not been
incorporated into the pro forma financial effects above as it is
asserted that no agent`s commission is payable.
- No transfer duty is payable as both Seller and Purchaser are VAT vendors.
A profit forecast will be prepared in due course, pursuant to receipt of a
ruling from the JSE Limited.
6. Conditions Precedent
The Acquisitions are subject to, inter alia, the following conditions
precedent:
- That the shareholders and directors of Bonatla Properties approve this
transaction within 120 days of signature of this agreement in accordance
with all applicable JSE, SRP and Competition Commission rules and
regulations, where applicable;
- That a valuation of the property and plant by an independent property
valuer be done within 3 days of due diligence;
- That a satisfactory due diligence is completed by Bonatla Properties
within 14 days from signature of this agreement;
- That the shareholders and Seller will approve this transaction within 30
days of signature of this agreement;
- That British Aerospace will approve this transaction within 30 days of
signature of this agreement;
- That within the period of 90 days of signature of this agreement the JSE
will in principle agree to the lifting of the suspension of the Bonatla
ordinary shares.
Details of the value attributed to the property and related information
will be published in due course.
7. Irrevocable undertakings
Irrevocable undertakings to vote in favour of the acquisition have been
received from Bonatla shareholders totalling 52% of the issued shares in
Bonatla.
8. Update on status of suspension and documentation
The company has submitted a request for ruling to the JSE Limited in
relation to a combined forecast income statement to obtain clarity on the
company`s ability to remain listed, which is subject to the company being
able to comply with the JSE`s Listings Requirements for the Main Board,
pursuant to shareholder approval of previously announced transactions in
the prior period and to date.
9. Renewal of Cautionary Announcement
Shareholders are advised that the company is still in other negotiations,
which may have a material effect on the price of the company`s securities.
In addition, details of the valuation of the above property and a combined
forecast income statement is required to be published on the above
transaction, as well as previously announced transactions, in accordance
with the JSE Listings Requirements. Shareholders are accordingly advised
to exercise caution when dealing in the company`s securities until a full
announcement is made.
Johannesburg
3 July 2008
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 03/07/2008 14:36:08 Produced by the JSE SENS Department.
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