| Tue 3 Mar 2009, 17:30 | | AMA - Amalgamated Appliance Holdings Limited - Disposal of Property |
|
AMA
AMA
AMA - Amalgamated Appliance Holdings Limited - Disposal of Property
Amalgamated Appliance Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/004130/06)
Share code: AMA & ISIN: ZAE000012647
("AMAP" or "the Group")
Disposal of Property
1. Introduction
Bridge Capital is authorised to announce that AMAP has entered
into an agreement to dispose of a property ("the Disposal
Property") held by Tedelex Properties (Atlantis) (Pty) Limited
("Tedelex Properties"), a wholly owned subsidiary of AMAP, to
Altius Trading 297 (Pty) Limited, represented by Maxim Turlough
Mclaughlin ("the Purchaser"), for a consideration of R35 million
("the Disposal").
2. Background
The property being disposed of measures 100 000mSquared and is
located in Atlantis near Cape Town. The Purchaser will inherit all
the rights and obligations of Tedelex Properties relating to the
Disposal Property, including, inter alia:
- The rights and obligations relating to lease agreements
including deposits and sureties held; and
- The rights and obligations relating to maintenance and
management contacts.
The Disposal excludes all of the liabilities of Tedelex Properties
relating to the Disposal Property as at the transfer date.
3. The Rationale
The directors of AMAP have decided that the Disposal Property,
currently being utilised as a manufacturing facility, does not fit
the revised focus of AMAP as a Sales and Marketing Group.
4. Details of the Disposal
4.1 Disposal Consideration
The consideration payable to AMAP will be settled as
follows:
- A deposit of R500 000 by no later than five business
days subsequent to the completion of the due
diligence process; and
- The remaining amount of R34.5 million upon the
transfer of the Disposal Property.
4.2 Effective date
The effective date of the Disposal is estimated to be on
or about 1 May 2009, being the date on which it is
expected that the property will be transferred.
4.3 Conditions precedent
The Disposal is subject to and conditional upon the
fulfillment of each of the following conditions precedent:
- The completion of a due diligence review by the Purchaser
within 21 business days from the date of signature of the agreement;
- The Purchaser obtaining a mortgage bond representing at least
65% of the purchase price within 50 business days from the date of
signature of the agreement; and
- Tedelex Manufacturing (Pty) Limited, a subsidiary of AMAP,
entering into a 5 year lease agreement with the Purchaser commencing
on the transfer date. The lease is to be backed by a deed of
suretyship from AMAP.
The Purchaser must provide guarantees for the remainder of
the purchase consideration within thirty days following the
fulfilment of the above conditions.
4.4 Application of the Disposal proceeds
The proceeds of the Disposal will be utilised to increase the
working capital available to the Group.
5 Pro forma financial effects of the Disposal
The unaudited pro forma financial effects of the Disposal, as set
out below, are based on AMAP`s results for the year ended 30 June
2008. The unaudited pro forma financial effects are presented for
illustrative purposes only, to provide information on the impact
of the Disposal. Due to the nature of the unaudited pro forma
financial effects, they may not give a fair representation of
AMAP`s financial position and the results of its operations after
the Disposal. AMAP`s directors are responsible for the
preparation of the unaudited pro forma financial information.
Before After %
Disposa Disposal Change
l (1)
Earnings per share (cents) (2) 115.5
-8.6 1.3
Headline earnings per share -7.7 0.1
(cents) (2) -7.7
Diluted earnings per share 115.5
(cents) (2) -8.5 1.3
Diluted headline earnings per 0.1
share (cents) (2) -7.6 -7.6
Net asset value per share 250 4.1
(cents) (3) 240
Net tangible asset value per 237 4.1
share (cents) (3) 247
Total number of shares in issue
(`000) 211,190 211,190
Weighted average number of
ordinary shares (`000) 208,646 208,646
Diluted average number of
ordinary shares (`000) 210,435 210,435
Notes:
1. Extracted from the audited financial results for AMAP for the
year ended 30 June 2008.
2. Earnings and headline earnings per share are based on the
following assumptions:
- the Disposal was effected on 1 July 2007;
- the cash obtained from the Disposal less expenses
associated with the Disposal are utilised to reduce the
bank overdraft of the Group resulting in an interest
saving, the interest rate used was 12.72%; and
- the after-tax rental expense that would have been incurred
as a result of the Group not owning the Disposal Property
has been taken into account.
3.Net asset value and net tangible asset value per share have been
based on the assumption that the Disposal was effected on 30
June 2008.
Johannesburg
3 March 2009
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 03/03/2009 17:30:06 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
