| Fri 28 Aug 2009, 14:49 | | BNT - Bonatla - Detailed Cautionary On The Acquisition Of A 50% Interest In |
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BNT
BNT
BNT - Bonatla - Detailed Cautionary On The Acquisition Of A 50% Interest In
Wisani Lodge, 100% Of The Ordinary Shares In And Claims Against Co-Props 129
(Pty) Limited ("Co-Props 129") And Renewal Of Cautionary Announcement
BONATLA PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06
("Bonatla" or "the company")
ISIN Code: ZAE 000013694 Share code: BNT
DETAILED CAUTIONARY ANNOUNCEMENT IN RESPECT OF THE PROPOSED ACQUISITION OF A 50%
INTEREST IN WISANI LODGE AND 100% OF THE ORDINARY SHARES IN AND CLAIMS AGAINST
CO-PROPS 129 (PROPRIETARY) LIMITED ("CO-PROPS 129") AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement dated 11 August 2009, the Directors
of Bonatla are pleased to announce the entering into binding heads of
agreement in terms of which Bonatla Properties (Proprietary) Limited ("the
Purchaser"), a wholly-owned subsidiary of Bonatla, will acquire from:
(i) Mhinga Valley Reserve (Proprietary) Limited ("the Seller"), a 50%
interest in Newco ("Newco"), a company to be incorporated, which
company will acquire the property located at Malamuleme district,
Limpopo Province ("Wisani Lodge") through the transfer of freehold
property by the Department of Land Affairs, including all the rights
and benefits attached to the current 30 year notarial lease over the
property. The purchase consideration for Newco is R7 500 000 (seven
million five hundred thousand Rand), which will settled through the
issue of 13 812 155 (thirteen million eight hundred and twelve
thousand one hundred and fifty five) shares in Bonatla at an issue
price of R0.543 (fifty four point three cents) per share, which shares
will be placed on behalf of the Seller, through a vendor placement.
The remaining 50% of Newco will be held by the Mhinga Trust, a trust
established for the benefit of the Mhinga community; and
(ii) the Vutomi Family Trust ("the Vendor"), all the shares in and claims
against Co-Props 129, which company has a 99-year notarial lease over
the 1980 hectare Mhinga Farm 387 MT ("Mhinga Farm"), located at
Malamulele District, Limpopo Province and a 65% (sixty five percent)
interest in Mhinga Tours (Proprietary) Limited, for a purchase
consideration of R25 million (twenty five million Rand) to be settled
through the issue of 46 040 516 (forty six million forty thousand five
hundred and sixteen Rand) at an issue price of R0.543 (fifty four
point three cents) per share, which shares the Vendor will have the
election to either retain or to request be placed on its behalf by the
company through a vendor placement,
together, referred to as the Mhinga transaction.
2. Nature of Properties
The properties to be acquired in terms of the Mhinga transaction are
adjacent to one another. The Wisani Lodge is a 32-bed game lodge, situated
on 200 hectares of land. The lodge is in the process of being renovated,
following which, it will be leased to a specialised operator. The 30-year
notarial lease over the property is in the process of being cancelled and
the land tenure thereon converted to freehold.
Mhinga Farm is situated on 2000 hectares of land and is subject to a 99-
year notarial lease, which was registered in 2002. The land has been
incorporated into the Kruger National Park and enjoys the benefit of a
landing strip on the adjoining property. The farm is earmarked for
corporate lodges and hotel use in order to cater for the shortage of
accommodation in the Punda Maria Gate area.
3. Rationale for the Acquisition
The strategy of Bonatla is to invest in properties in which the rental
investment income component can be associated and supplemented by cash flow
from property developments of a non-speculative nature.
The Mhinga transaction affords Bonatla the opportunity to enhance its
Black Economic Empowerment strategy and to contribute, through the Mhinga
Trust`s shareholding in Newco, to the socio-economic development of
disadvantaged communities which do not generally benefit from mainstream
property investments and developments focussed in metropolitan areas.
4. Effective Date
The effective date of the acquisition of Newco will be the date on which
the Wisani Lodge is transferred by the Department of Land Affairs into
Newco. The effective date of the acquisition of Co-Props 129 is the date
on which the JSE Limited ("the JSE") issues an approval letter for the
listing of Bonatla shares to be issued in settlement of the purchase
consideration.
5. Valuation and financial effects
Details of the valuation of the properties which are the subject of the
Mhinga Transaction and the financial effects of the transaction will be
announced following the conclusion of the due diligence investigation and
the receipt of the property valuation referred to in paragraph 5 below.
6. Conditions Precedent
The Mhinga Transaction is subject to, inter alia, the following conditions
precedent:
the conclusion of a valuation of the properties forming the subject of
the assets of Newco and Co-Props 129 by an independent property
valuer;
the completion of a due diligence to the satisfaction of the Purchaser
within 21 days of signature of the agreement;
the signature of a formal agreements within 15 workings days of
signature of the heads of agreement;
7. Classification of Transaction
The Mhinga Transaction is classified as a category 2 transaction in terms
of the listings requirements of the JSE Limited and shareholder approval is
accordingly not required.
8. Renewal of Cautionary Announcement
Shareholders are advised that negotiations are still in progress which may
have a material impact on the price at which a Bonatla share trades.
Shareholders are therefore advised to continue to exercise caution when
dealing in Bonatla shares.
Johannesburg
28 August 2009
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 28/08/2009 14:49:01 Produced by the JSE SENS Department.
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