| Wed 30 Sep 2009, 17:51 | | BNT - Bonatla - Proposed Acquisition Of A Property Portfolio And Letting |
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BNT
BNT
BNT - Bonatla - Proposed Acquisition Of A Property Portfolio And Letting
Enterprises ("The Acquisition"), Update On The Previously Announced Mingha
Acquisition And Renewal Of Cautionary Announcement
BONATLA PROPERTY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number 1996/014533/06
Share Code: BNT
ISIN Number: ZAE000013694
("Bonatla" or "the company")
PROPOSED ACQUISITION OF A PROPERTY PORTFOLIO AND LETTING ENTERPRISES ("THE
ACQUISITION"), UPDATE ON THE PREVIOUSLY ANNOUNCED MINGHA ACQUISITION AND RENEWAL
OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that agreements have been signed between various
parties and Bonatla Properties (Proprietary) Limited (a wholly-owned subsidiary
of Bonatla) ("Bonatla Properties"), and Bonatla for the acquisition of various
properties and shares in property-owning companies with a gross property
investment value of R444 966 000.
2. RATIONALE FOR THE ACQUISITIONS
The proposed acquisition is in line with the updated investment strategy of
Bonatla, which entails focussing primarily on acquiring high quality properties
which are also sound rental income producing investments. In addition, the
proposed acquisition provides the added advantage of a national geographical
spread, a high proportion of tenants with good lease covenants, and staggered
leases which are written below current market levels. Finally, the gearing
ratio of the portfolio to be acquired in terms of the proposed acquisition is
below 15% of current market value.
2. SALE OF SHARES AGREEMENT
2.1 Introduction
A sale of shares agreement has been signed between Bonatla Properties
(Proprietary) Limited, Bonatla Property Holdings Limited, and seven property
holding companies, namely:-
- Chambers Ground Floor Properties (Proprietary) Limited,
- Proud Heritage Properties 131 (Proprietary) Limited, Copper Moon Trading
249 (Proprietary) Limited,
- Bishop`s Court Properties (Proprietary) Limited,
- Tropical Paradise 320 (Proprietary) Limited,
- Southern Palace 331 (Proprietary) Limited; and
- Street Spirit Trading 117 (Proprietary) Limited
(collectively "the property holding companies").
2.2 Terms of the sale of shares agreement
In terms of the agreement, Bonatla Properties shall acquire 100% of the issued
share capital in the following companies:
Property Net Purchase Annual
Price net
income
Watloo R4 874 773 R1 200 000
Celtis Plaza R17 136 922 R3 200 000
Chambers 1 R11 472 976 R1 500 000
Chambers Ground Floor R7 867 615 R1 200 000
Bishop`s Court Section 3-8 R13 621 757 R2 200 000
Chambers 2 & 3 R14 078 258 R2 520 000
Southern Palace R68 000 000 (Vacant land)
The total value of the portfolio at current valuation levels is R186 200 000 and
the current outstanding bonds on the properties amount to R49 147 699. In terms
of the current lease agreement, the total annual rental on the properties is
R11 820 000, giving an annual yield of 10.16% on the gross purchase price. The
properties are currently 93% let.
The net purchase acquisition price of this portfolio is R137 052 301. The
purchase consideration will be discharged through the issue of 182 736 400
Bonatla ordinary shares to the sellers at an issue price of 75 cents per share.
2.3 Effective date
The effective date of the acquisition shall be 1 October 2009.
2.4 Conditions precedent
- The proposed transaction is subject to the following conditions precedent:
- The approval of the respective shareholders of the property holding
companies;
- The approval of the boards of the property holding companies;
- The approval of the boards of Bonatla Properties and Bonatla;
- Any requisite statutory approvals, including but not limited to Competition
Commission, JSE and SRP approvals; and
- The approval of Bonatla shareholders in general meeting.
3. ACQUISITION OF LETTING ENTERPRISES
3.1 Introduction
An acquisition agreement has been signed between Bonatla Properties
(Proprietary) Limited, Bonatla Property Holdings Limited and the following
companies:-
- Nungu Trading 472 (Pty) Ltd
- Mystic Blue Trading 511 (Pty) Ltd
- Milestone Place Properties (Pty) Ltd
- Madeline Street Properties (Pty) Ltd
- Tropical Paradise Trading 334 (Pty) Ltd
- Austin Crossing Properties (Pty) Ltd
- Quick Leap Investments 461 (Pty) Ltd
- Property 259 Properties (Pty) Ltd
- Copper Sunset Trading 201 Limited
whereby Bonatla Properties has agreed to purchase a portfolio of properties for
a total consideration of R258 766 000.
The purchase consideration for the portfolio will be discharged by the issue of
345 021 Bonatla ordinary shares of one cent each at an issue price of 75 cents
per Bonatla share, and 344 676 312 non-participating, non-redeemable, non-
cumulative compulsory convertible preference shares each with a par value of
R0.01 and a premium of R0.74 per preference share in the share capital of
Bonatla. These preference shares shall be converted on the second anniversary of
the issue thereof into ordinary shares in the share capital of Bonatla at a
value of 75 cents per share.
3.2 Terms of the acquisition
In terms of the acquisition, Bonatla shall acquire the following properties:
Property Purchase Net annual
price income
Milestone Place R9 680 000 R910 000
Property 259 R15 000 000 R1 500 000
The Heights R46 286 000 R4 400 000
Madeline Street R13 000 000 R1 300 000
Africard Building R18 000 000 R1 800 000
Austin Crossing R7 000 000 R480 000
Flextronics R65 000 000 R5 200 000
Prospect Close R42 300 000 R3 500 000
Copper Sunset 201 R42 500 000 (Vacant land)
The total value of this portfolio at current valuation levels is R258 766 000,
and there are no outstanding bonds on the properties. In terms of the current
lease agreement, the total annual rental on the properties is R19 090 000,
giving an annual yield of 8.83%. The properties are currently 93% let.
3.3 Effective date
The effective date of the acquisition shall be 1 October 2009.
3.4 Conditions precedent
The acquisition is subject to the following conditions precedent:
- A satisfactory due diligence being performed on the properties to be
acquired;
- The approval of the boards of Bonatla Properties and Bonatla;
- An independent valuation of the properties to be acquired;
- The approval of the shareholders of the Sellers.
- The approval of the shareholders of Bonatla in general meeting; and
- Any statutory requirements including but not limited to any JSE and SRP
requirements.
4. UPDATED INFORMATION WITH REGARD TO THE MINGHA ACQUISITION
Shareholders are referred to the announcement dated 28 August 2009 and are
advised that the due diligence is still in progress. Further announcements in
this regard shall be made as soon as the due diligence has been completed.
5. PRO FORMA FINANCIAL INFORMATION
Pro forma financial information with regard to the proposed acquisition is being
prepared and shall be announced shortly.
6. CIRCULAR TO SHAREHOLDERS
A circular to shareholders of Bonatla in this regard is in the process of being
prepared and shall be posted in due course.
7. RENEWAL OF CAUTIONARY
Shareholders are advised to continue to exercise caution when dealing in their
Bonatla shares until such time as the pro forma financial information is
announced.
Houghton
30 September 2009
Sponsor
Arcay Moela Sponsors (Pty) Limited
Date: 30/09/2009 17:51:39 Produced by the JSE SENS Department.
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