| Mon 17 Aug 2009, 17:00 | | DLV - Dorbyl - Disposal By Dorbyl Of The Properties Situated In Struandale |
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DLV
DLV
DLV - Dorbyl - Disposal By Dorbyl Of The Properties Situated In Struandale
And Uitenhage
DORBYL LIMITED
(Incorporated in the Republic of SA)
(Registration Number: 1911/001510/06)
(Share Code: DLV ISIN: ZAE000002184)
("Dorbyl" or "the Company" or "the Group")
DISPOSAL BY DORBYL OF THE PROPERTIES SITUATED IN STRUANDALE AND UITENHAGE
1. THE DISPOSALS
Further to the renewal of the cautionary announcement released on SENS
and published in the press on 30 July 2009 and 31 July 2009,
respectively, shareholders are hereby advised that Dorbyl has entered
into agreements dated 14 August 2009 ("the agreements") whereby it will
dispose of the properties situated in Struandale and Uitenhage, Port
Elizabeth to Slip Knot Investments 777 (Pty) Limited ("the purchaser")
("the disposals").
2. RATIONALE FOR THE DISPOSALS
As detailed in the announcement of the preliminary Group results for the
year ended 31 March 2009 on SENS and in the press on 8 June 2009 and 9
June 2009, respectively, negotiations were in progress for the disposal
of the Uitenhage and Struandale properties. Previous announcements
mentioned that those properties which are considered surplus to the
requirements of the Group would either be rented out or disposed of.
Accordingly, the decision has been taken by the Board to sell the two
properties.
3. DISPOSAL CONSIDERATION AND APPLICATION THEREOF
3.1 The disposal consideration in respect of the Struandale property is
R35 million and that of the Uitenhage property is R30 million,
totalling R65 million (collectively "the disposal consideration").
3.2 The disposal consideration will be settled in cash against
registration of transfer of the properties into the name of the
purchaser.
3.3 Early in 2010, after taking into account the working capital
requirements and other potential funding needs of the Group, the
Board will give consideration to the declaration of a special
dividend of surplus funds arising from the disposals.
4. FINANCIAL EFFECTS
4.1 The table below sets out the unaudited pro forma financial effects
on Dorbyl before and after the disposals and are the responsibility
of the Company`s directors and have been prepared for illustrative
purposes only to show how the disposals may have affected Dorbyl`s
results for the year ended 31 March 2009, based on the assumptions
that:
4.1.1 for purposes of the earnings and headline earnings per
share calculations, the disposals were effective from 1
April 2008; and
4.1.2 for purposes of the net asset value and tangible net
asset value per share calculations, the disposals were
effected on 31 March 2009.
4.2 It should be noted that the unaudited pro forma financial effects
have been prepared on Dorbyl`s latest results for the year ended 31
March 2009, taking into consideration the disposals and because of
their nature, may not fairly reflect Dorbyl`s financial performance
and position after the disposals.
Audited(1 Pro Change
) forma (%)
Before After
(cents) (cents)
Loss per share(2) (701.4) (528.4) 24.7
Headline loss per share(2) (316.8) (143.9) 54.6
Net asset value per share(3) 782 752 (3.8)
Tangible net asset value per 782 752 (3.8)
share(4)
Notes
1. Extracted from the published audited consolidated financial
statements of Dorbyl for the year ended 31 March 2009.
2. Adjustments to reflect the once-off effects of the disposals,
namely: disposal consideration of R65 million, book value of the
fixed asset sold of R75 million (inclusive of revaluation of R64.7
million) as at 31 March 2009, interest earned at an after-tax
return of 7% totalling R4.6 million for the financial year ended 31
March 2009 and transaction costs of R0.6 million.
3. Calculation based on a weighted average of 33,924 million shares in
issue during the financial year ended 31 March 2009.
4. Calculation based on 33,924 million shares in issue at 31 March
2009.
5. CONDITION PRECEDENT
The disposals are subject to Dorbyl obtaining the necessary regulatory
and shareholder approval for the disposals in a general meeting (see
paragraph 6 below).
6. DOCUMENTATION AND CATEGORISATION
In terms of the JSE Limited ("JSE") Listings Requirements, the disposals
are deemed to be a Category 1 transaction, requiring shareholder
approval. Accordingly, a circular to shareholders setting out the terms
of the disposals and convening a general meeting will, subject to
approval by the JSE, be mailed to Dorbyl shareholders within 28 days of
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 August 2009
Sponsor: PSG Capital (Proprietary) Limited
Date: 17/08/2009 17:00:06 Produced by the JSE SENS Department.
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