| Fri 2 Oct 2009, 15:58 | | GDN - Gooderson Leisure Corporation - Acquisition of the Fabz Estate Hotel |
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GDN
GDN
GDN - Gooderson Leisure Corporation - Acquisition of the Fabz Estate Hotel
and Restaurant and Withdrawal of Cautionary Announcement
Gooderson Leisure Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1972/004241/06)
JSE Share Code: GDN & ISIN: ZAE000084984
("Gooderson" or "the company")
ACQUISITION OF THE FABZ ESTATE HOTEL AND RESTAURANT AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the cautionary announcements dated 11
August 2009 and 22 September 2009.
Alawill Investments (Pty) Limited ("the purchaser"), a wholly owned
subsidiary of Gooderson, has purchased as a going concern the business
of the Fabz Estate Hotel and Restaurant ("the Fabz Hotel") including
the property on which it is situated from Crown Hill Properties 371 CC
("the seller").
2. RATIONALE FOR ACQUISITION OF THE FABZ HOTEL
Gooderson manages and provides accommodation, food and beverage and
restaurant services to leisure, international and conference tourists
in the KwaZulu-Natal province.
The acquisition of the Fabz Hotel is part of the expansion of the
Gooderson portfolio and product base beyond the borders of KwaZulu-
Natal, resulting in the ability to offer accommodation and conference
facilities in the heart of Gauteng.
Gooderson is planning to upgrade all of the existing hotel rooms and
conference facilities as well as developing additional hotel rooms on
the property.
3. DESCRIPTION OF THE FABZ HOTEL
The Fabz Hotel is situated in Lonehill, Johannesburg and is in close
proximity to Sandton. The 1.7195 hectares property hosts a 28 bedroom
hotel with a restaurant and four conference facilities with a capacity
to host a total of approximately 200 delegates. The location of the
Fabz Hotel offers a true escape from city life with a peaceful country
feeling without actually leaving Johannesburg.
4. TERMS AND CONDITIONS OF THE ACQUISITION
4.1 On 1 October 2009 Gooderson entered into an agreement for the
purchase of the Fabz Hotel from the seller with occupation on or
before 1 November 2009.
4.2 The total purchase price is R18.5 million, R17.5 million of which
has been allocated to the property and R1 million to the business
and movable assets.
4.3 The purchase price is payable upon registration and transfer of
the property into the name of the purchaser.
4.4 The purchase price will be funded with debt which has already been
secured.
5. CONDITIONS PRECEDENT
The sale is conditional upon the grant of sub-division of the property
on which the Fabz Hotel is located as well as the approval of the
application for the rezoning thereof by the Surveyor General Gauteng.
6. FINANCIAL EFFECTS OF THE ACQUISITION
The unaudited pro forma financial effects set out below are provided
for illustrative purposes only to provide information about how the
acquisition may have impacted on Gooderson`s results and financial
position. The pro forma financial effects have been prepared in
accordance with International Financial Reporting Standards. Due to the
nature of the unaudited pro forma financial information, it may not
give a fair presentation of the company`s results and financial
position after the acquisition. The unaudited pro forma financial
effects are based on the unaudited financial information of Gooderson
for the year ended 28 February 2009. The directors of Gooderson are
responsible for the preparation of the unaudited pro forma financial
effects.
Before the Pro forma Change
acquisition After the
unaudited acquisition
28 February unaudited
2009 28 February
2009
Earnings per share (cents) 13.22 13.20 (0.15%)
Headline earnings per 13.13 13.12 (0.08%)
share (cents)
Net asset value per share 111.16 111.14 (0.02%)
(cents)
Net tangible asset value 110.33 110.31 (0.02%)
per share (cents)
Weighted average shares in 120 990 000 120 990 000
issue
Number of shares in issue 120 990 000 120 990 000
at period end
Notes:
(1) For the purpose of calculating the earnings and headline earnings
per share, it is assumed that the transaction was implemented on 1
March 2008 and for the purpose of calculating the net asset value
and the net tangible asset value per share, it is assumed that the
transaction was implemented on 28 February 2009.
(2) The "Before the acquisition" column has been extracted without
adjustment, from the annual audited results of Gooderson for the
year ended 28 February 2009.
(3) The "After the acquisition" earnings and headline earnings per
share does not include any results from the Fabz Hotel as it have
not been operating for the past year. Gooderson intends to
refurbish the hotel before opening it to the public. Transaction
costs relating directly to the acquisition were written off to the
Income Statement.
(4) The "After the acquisition" net asset value and net tangible asset
value per share have been adjusted to include the assets of the
acquisition and the estimated transaction costs have been written
off against share premium.
(5) No goodwill will arise on the acquisition.
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Caution is no longer required to be exercised by shareholders when
dealing in the securities of Gooderson.
8. FURTHER ANNOUNCEMENT
Shareholders will be notified once the acquisition has become
unconditional.
2 October 2009
Durban
Designated Adviser:
Exchange Sponsors
Date: 02/10/2009 15:58:01 Produced by the JSE SENS Department.
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