| Thu 25 Sep 2008, 17:30 | | DLV - Dorbyl Limited - Disposal by Dorbyl of the property situated in Uitenhage |
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DLV
DLV
DLV - Dorbyl Limited - Disposal by Dorbyl of the property situated in Uitenhage
and renewal of cautionary
Dorbyl Limited
(Incorporated in the Republic of SA)
(Registration Number 1911/001510/06)
(Share Code: DLV ISIN: ZAE000002184)
("Dorbyl")
Disposal by Dorbyl of the property situated in Uitenhage and renewal of
cautionary
1. THE DISPOSAL
1.1 Further to the cautionary announced in the press on 28 August 2008,
shareholders are advised that Dorbyl has entered into an agreement whereby it
will dispose of the property situated in Uitenhage to Store-World cc ("the
purchaser") ("the disposal").
1.2 The disposal and the implementation thereof are subject to the fulfilment of
certain conditions precedent as described in 5 below. In this regard please
note, that certain of the conditions precedent are onerous and Dorbyl does not
give assurances that these will be met, in particular the furnishing by the
purchaser, to Dorbyl, of adequate financial guarantees for the balance of the
purchase consideration in a form acceptable to Dorbyl.
2. RATIONALE FOR THE DISPOSAL
As indicated to in the cautionary announcement referred to above, those
properties which are considered surplus to the requirements of the Group, would
either be rented out or disposed of. The property being disposed of and which is
the subject of this announcement is considered surplus to the operational
requirements of the Group and given the prevailing property market conditions in
Uitenhage, it is considered opportune to realise this property.
3. CONSIDERATION AND APPLICATION OF CONSIDERATION
3.1 The disposal consideration for the disposal amounts to R43,5 million ("the
disposal consideration").
3.2 Ten percent of the disposal consideration will be settled within seven days
of the acceptance of the offer by Dorbyl and the balance against registration of
transfer of the property into the name of the purchaser.
3.3 The disposal consideration will be used by Dorbyl for working capital
requirements and the return of cash surplus to requirements, to shareholders by
way of a special dividend, if and when considered appropriate.
4. FINANCIAL EFFECTS
4.1 The table below sets out the unaudited pro forma financial effects of the
disposal on the earnings, headline earnings, net asset value and net tangible
asset value per Dorbyl share, based on the assumptions that:
4.1.1 for purposes of the earnings and headline earnings per share calculations:
- the disposal was effective during the financial year ended 31 March 2008; and
- the whole of the disposal consideration was received on 1 April 2007 and that
such consideration was invested to earn an after-tax return of 7.1% during the
financial year ended 31 March 2008;
4.1.2 for purposes of the net asset value and net tangible asset value per share
calculations, the disposal was effected on 31 March 2008:
Audited(1) Pro-forma
Before After Change
(cents) (cents) (%)
Loss per share(2) (196.4) (87.1) 55.7
Headline loss per share(2) (143.9) (134.8) 6.3
Net asset value per share(3) 1 182 1 282 8.4
Tangible net asset value per 1 182 1 282 8.4
share(3)
Notes
(1) Extracted from the audited consolidated financial statements of Dorbyl for
the year ended 31 March 2008.
(2) Based on a weighted average of 33,924 million shares in issue during the
financial year ended 31 March 2008.
(3) Based on 33,924 million shares in issue at 31 March 2008.
4.2 The financial effects contained in the table in 4.1 above have been prepared
for the purposes of illustrating how the disposal would have affected the
relevant financial ratios of Dorbyl for the historic financial period indicated
and are pro forma only. Accordingly, such effects do not necessarily represent a
true reflection of the financial effects of the disposal on Dorbyl`s current and
future earnings and net asset value.
5. CONDITIONS PRECEDENT
The disposal is subject to, inter alia, the following conditions precedent:
- the approval of the disposal by the Competition Authorities to the extent
necessary;
- the purchaser paying the deposit of 10% and the furnishing of adequate
financial guarantees for the balance of the purchase consideration to Dorbyl
in a form acceptable to Dorbyl;
- the completion of a due diligence audit by the purchaser and the results
thereof acceptable to the purchaser: and
- the mutual consent of the parties to the disposal of any conditions and or
requirements to the extent necessary, if any, that might be required by the
local municipality.
6. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders of Dorbyl are advised to continue exercising caution when dealing
in Dorbyl shares on the JSE.
Johannesburg
25 September 2008
Sponsor
PSG Capital
Date: 25/09/2008 17:30:01 Produced by the JSE SENS Department.
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