| Fri 4 Jul 2008, 15:26 | | BNT - Bonatla Property Holdings Limited - Detailed Cautionary Announcement |
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BNT
BNT
BNT - Bonatla Property Holdings Limited - Detailed Cautionary Announcement
Regarding The Acquisition,Update on status of suspension, renewal of cautionary
announcement and appointment of director
BONATLA PROPERTY HOLDINGS LIMITED
(Registration number 1996/014533/06)
Share code: BNT & ISIN: ZAE000013694
("Bonatla" or "the Company")
DETAILED CAUTIONARY ANNOUNCEMENT REGARDING THE ACQUISITION OF VLC COMMERCIAL AND
INDUSTRIAL PROPERTIES (PTY) LTD ("VLC") THROUGH WHICH THE COMPANY WILL ACQUIRE
AN EFFECTIVE 50% SHAREHOLDING IN THE DURBAN POINT DEVELOPMENT COMPANY ("DPDC")
FROM GEMINI MOON TRADING 177 (PTY) LIMITED ("THE SELLER"), UPDATE ON STATUS OF
SUSPENSION, RENEWAL OF CAUTIONARY ANNOUNCEMENT AND APPOINTMENT OF DIRECTOR
1. Introduction and Nature of the Acquisition
Shareholders are referred to announcements in the prior year, details of
which are summarised hereunder.
Shareholders are advised that Bonatla entered into an agreement, dated 8
January 2007, with Renong Overseas Corporation Sdn Bhd ("ROCSB) and Renong
Overseas Corporation SA (Pty) Ltd ("ROCSA") in terms of which it acquired
all the shares in and claims against ROCSA and its subsidiaries from ROCSB.
On 21 January 2007, ROCSB, Bonatla and ROCSA signed an addendum to this
agreement in terms of which the date for the fulfillment of the suspensive
conditions was extended and on 18 March 2007, a second addendum was signed
providing for a nomination clause. On 15 July 2007, Bonatla nominated VLC
as the purchaser of ROCSA in terms of the above agreements, which
nomination was duly accepted. Shareholders were informed that the original
agreement with Bonatla had lapsed in an announcement dated 06 September
2007.
The directors are advised that ongoing negotiations have resulted in the
revival of this acquisition and are pleased to announce the signing of an
agreement dated 03 July 2008, in terms of which Bonatla Properties (Pty)
Ltd, a wholly-owned subsidiary of Bonatla ("the Purchaser") will acquire
the entire issued share capital in and claims against VLC ("the
Acquisition") for a total purchase consideration of R210 000 000 to be
settled by the payment of R160 000 000 in cash and the balance through the
issue of 100 000 000 ordinary shares in Bonatla at a price of 50 cents per
share, payable within 120 days of signature of the agreement. The R160 000
000 will be used to settle costs and R150 000 000 owed by VLC to ROCSB in
respect of the purchase price of ROCSA. Through the signing of this
agreement ("the Agreement"), Bonatla will acquire the entire shareholding
of, and loan accounts in, ROCSA, which, following the settlement of the
purchase price owing by VLC to ROCSB as detailed above, will be the
ultimate owner of an effective shareholding of 50% in the shares and loans
of DPDC. The Durban Council owns the other 50% of DPDC. The R150 000 000
is payable on or before 31 December 2008. VLC has already received certain
offers for the sale of its interests in DPDC, which offers will be subject
to, inter alia, approval of the proposed purchaser as a developer. In this
eventuality, Bonatla will be a co-developer of the DPDC properties.
DPDC owns the remaining undeveloped land and outstanding bulk in the Durban
Point Waterfront, which maximum outstanding bulk is currently estimated at
415 000 square meters of mixed use.
The effective date of the Acquisition is the date of transfer of the shares
in VLC to Bonatla, which date is expected to be on or about 01 November
2008, subject to JSE and shareholder approval. The Seller is a related
party to Bonatla. In this transaction CDA Property Consultants (Pty) Ltd,
which is the asset manager of Bonatla, will earn a fee of R9 000 000,
payable from the R160 000 000.
2. Rationale for the Acquisition
The development of the Durban Point Waterfront is in accordance with
Bonatla`s strategic vision to have a diversified property strategy of both
holding property for investment purposes and the development of properties.
The development potential is large and should be earnings enhancing for
Bonatla shareholders in time to come as the development progresses.
3. Financial information
Pro forma financial effects and a combined forecast income statement,
including the Acquisition, will be prepared and published in due course.
Shareholders are referred to paragraph 6 and 7 below, in this regard.
4. Conditions Precedent
The Acquisition is subject to, inter alia, the following conditions
precedent:
- the approval by the Seller directors by 31 August 2008;
- the receipt of any requisite regulatory approvals, including but not
limited to the JSE and SRP by not later than 120 days from the date of
signature of this agreement;
- the shareholders of Bonatla approving all resolutions necessary to
implement the Acquisition in a general meeting convened for the
purpose ("the General Meeting"); and
- that the JSE grants the lifting of the suspension of trade in the
securities of Bonatla by 30 September 2008.
In the event of Competition Commission approval being required, the Seller
undertakes to comply with such requirement timeously.
5. Irrevocable undertakings
The directors of Bonatla and of the Purchaser have given irrevocable
undertakings to vote their entire shareholding in favour of the Acquisition
at the General Meeting, where not precluded in terms of JSE Listings
Requirements.
6. 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. Shareholders will be advised of developments
in this regard in due course.
7. 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, financial information, including a combined forecast income
statement and valuation details, is still required to be published in
relation to both this and prior announcements. Shareholders are accordingly
advised to continue to exercise caution when dealing in the Company`s
securities until a further announcement is made.
8. Appointment of director
In compliance with paragraph 3.59 of the JSE Listings Requirements, the
board announces the reappointment of Nikitas ("Niki") Ghikas Vontas to the
board of Bonatla with immediate effect.
Niki gained vast experience in the property industry, working in the
property and investment divisions of Old Mutual and headed the listed
property portfolios of Investec Bank Limited and BOE Limited for a number
of years. Niki was involved in a number of property listings before
founding Bonatla, with an initial portfolio of R50 million. Niki was the
CEO of Bonatla and was instrumental in the company`s listing on the JSE in
1997. The portfolio of the group grew rapidly over three years to around
R700 million. During this time he assisted this growth by accepting put
options from vendors in his personal capacity.
He became a non-executive director of Bonatla in 2001 and the property
management was outsourced to professional property managers in order to
aggressively grow the portfolio. Performance was not up to expectations,
the management contract was later cancelled and Bonatla is pursing a legal
claim in relation thereto. Following a drop in the share price of Bonatla,
the put options were exercised against Niki in his personal capacity, which
lead to his sequestration and resignation from the board in May 2004.
Following the sale of the property portfolio, CDA Property Consultants
("CDA") was appointed to rebuild Bonatla and CDA engaged Niki`s services as
a consultant. In view of his vast property experience, the board has
invited Niki to rejoin Bonatla as an executive director. He is currently
involved in several international property transactions.
Sandton
4 July 2008
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 04/07/2008 15:26:01 Produced by the JSE SENS Department.
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