| Wed 17 Dec 2008, 15:00 | | DLV - Disposal By Dorbyl Of The Property Situated In Korsten (Port Elizabeth) |
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DLV
DLV
DLV - Disposal By Dorbyl Of The Property Situated In Korsten (Port Elizabeth)
Dorbyl Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1911/001510/06)
(Share Code: DLV ISIN: ZAE000002184)
("Dorbyl" or "the Group")
DISPOSAL BY DORBYL OF THE PROPERTY SITUATED IN KORSTEN (PORT ELIZABETH)
1. THE DISPOSAL
1.1. Further to the cautionary announcement published in the press on 28
August 2008 and last renewed on 4 December 2008, shareholders are advised
that Dorbyl has entered into an agreement whereby it will dispose of the
property situated in Korsten, Port Elizabeth, to Store-World (Pty) Limited
("the purchaser") ("the Korsten property disposal").
1.2. The Korsten property 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 purchase consideration in a form acceptable to Dorbyl.
2. RATIONALE FOR THE DISPOSAL
As indicated in the cautionary announcement of 28 August 2008 referred to
above, those properties which are considered surplus to the requirements of
the Group, would either be rented out or disposed of. The Korsten property is
considered surplus to the operational requirements of the Group.
3. CONSIDERATION AND APPLICATION OF CONSIDERATION
3.1. The disposal consideration amounts to R36 million ("the disposal
consideration").
3.2. The disposal consideration will be settled against registration of
transfer of the property into the name of the purchaser.
3.3. As the disposal consideration will only be received on registration of
the property into the name of the purchaser, the Board will determine,
depending on the needs of Dorbyl, the optimum utilisation of the proceeds at
such time.
4. FINANCIAL EFFECTS
4.1. The table below sets out the unaudited pro forma financial effects of
the Korsten property 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 Korsten property disposal was effective during the interim period of
six months ended 30 September; and
- the whole of the disposal consideration was received on 1 April 2008 and
that such consideration was invested to earn an after-tax return of 7.1%
during the interim period ended 30 September 2008;
4.1.2. for purposes of the net asset value and net tangible asset value per
share calculations, the Korsten property disposal was effected on 30
September 2008:
Unaudited(1) Pro - forma
Before After Change
(cents) (cents) (%)
(Loss) per share(2) (203.5) (127.0) 37.6
Headline loss per share(2) (114.1) (110.2) 3.4
Net asset value per share(3) 977 1 050 7.5
Tangible net asset value per 977 1 050 7.5
share(3)
Notes
(1) Extracted without adjustment from the unaudited pro forma financial
effects of the Rosslyn property disposal as announced on 4 December 2008.
(2) Based on a weighted average of 33,924 million shares in issue during the
interim period ended 30 September 2008.
(3) Based on 33,924 million shares in issue at 30 September 2008.
4.2. The pro forma 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
Korsten property disposal on Dorbyl`s current and future earnings and net
asset value.
5. CONDITIONS PRECEDENT
The Korsten property disposal is subject to, inter alia, the following
conditions precedent:
- the purchaser furnishing adequate financial guarantees for the disposal
consideration to Dorbyl in a form acceptable to Dorbyl;
- Dorbyl obtaining shareholder approval of the Korsten property disposal in a
general meeting (see paragraph 6 below);
- the completion of a due diligence by the purchaser and the results thereof
being acceptable to the purchaser: and
- the mutual consent of the parties to the Korsten property disposal of any
conditions and or requirements to the extent necessary, if any, that might be
required by the local municipality.
6. DOCUMENTATION AND CATEGORISATION
As the Korsten property disposal is to the same purchaser as that of the
Uitenhage property recently sold (and announced on 25 September 2008), the
JSE requires the disposals to be aggregated in terms of the Listings
Requirements. Accordingly, the Korsten property disposal, when aggregated
with the Uitenhage property disposal, is deemed to be a Category 1
transaction requiring shareholder approval for the Korsten property disposal
only.
A circular to shareholders setting out the terms of the disposal will,
subject to approval by JSE, be mailed to Dorbyl shareholders. In this regard
the JSE has granted dispensation for the circular to shareholders to be
posted within such period which exceeds 28 days from this announcement.
7. CONTINUATION OF CAUTIONARY
Shareholders of Dorbyl are advised to continue exercising caution when
dealing in Dorbyl shares on the JSE.
Johannesburg
17 December 2008
Sponsor
PSG Capital
Date: 17/12/2008 15:00:21 Produced by the JSE SENS Department.
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