| Thu 21 Jan 2010, 16:00 | | DLV - Disposal by Dorbyl of the Property Situated in Rosslyn and Renewal |
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DLV
DLV
DLV - Disposal by Dorbyl of the Property Situated in Rosslyn and Renewal
of Cautionary
DORBYL LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1911/001510/06)
(Share Code: DLV & ISIN: ZAE000002184)
("Dorbyl" or "the Group")
DISPOSAL BY DORBYL OF THE PROPERTY SITUATED IN ROSSLYN AND RENEWAL OF CAUTIONARY
1. THE DISPOSAL
1.1. Further to the cautionary announcement first released on 28 August 2008 and
last renewed on 11 December 2009, shareholders are advised that Dorbyl has
entered into an agreement whereby it will dispose of the property situated at
Rosslyn ("the property") to Slip Knot Investments 777 (Pty) Limited ("the
Purchaser") ("the disposal"). The effective date of the disposal will be the
transfer date of the property.
1.2. The disposal and the implementation thereof is subject to the fulfilment of
the condition precedent described in 5 below. In this regard please note that
Dorbyl does not give assurances that this will be met.
2. RATIONALE FOR THE DISPOSAL
As indicated in the initial cautionary announcement of 28 August 2008 referred
to above, those properties which are considered surplus to the requirements of
the Group, would either be rented out or disposed of. The property being
disposed of, and which is the subject of this announcement, is considered
surplus to the operational requirements of the Group pursuant to the closure of
its Rosslyn operations during the 2009 year.
3. CONSIDERATION AND APPLICATION OF CONSIDERATION
3.1. The disposal consideration amounts to R11 million ("the disposal
consideration").
3.2. The disposal consideration will be settled against registration of transfer
of the property into the name of the Purchaser.
3.3. As the disposal consideration will only be received on registration of the
property in the name of the Purchaser, the Board will determine, depending on
the needs of Dorbyl, the optimum utilisation of the proceeds at such time.
4. FINANCIAL EFFECTS
4.1. The unaudited pro forma financial effects on Dorbyl, before and after the
disposal, as set out in the table below, are the responsibility of the Group`s
directors, and have been prepared for illustrative purposes only to show how the
disposal may have affected Dorbyl`s results for the 6 months ended 30 September
2009.
4.2 The unaudited pro forma financial effects, which, due to their nature, may
not fairly reflect Dorbyl`s financial performance and position after the
disposal, are based on the assumptions that:
- for purposes of the earnings per share and headline earnings per share
calculations (basic and diluted), the disposal was effective on 1 April 2009;
and
- for purposes of the net asset value and net tangible asset value per share
calculations, the disposal was effected on 30 September 2009:
Unaudited(1) Pro-forma
Before After Change
(cents) (cents) (%)
Loss per share(2) (83.3) (85.5) (2.6)
Headline loss per share(2)(3) (107.0) (109.2) (2.1)
Net asset value per share(3)(4) 660 657 (0.5)
Tangible net asset value per 660 657 (0.5)
share(3)(4)
Notes
(1) Extracted from the unaudited interim financial statements of Dorbyl for the
six months ended 30 September 2009;
(2) Based on a weighted average of 33,924 million shares in issue during the
interim period ended 30 September 2009;
(3) The "Pro-forma After" financial information reflects the inclusion of a loss
on disposal of property amounting to R1.1 million and interest received on the
disposal consideration of R358 000 calculated at 6.5% per annum;
(4) Based on 33,924 million shares in issue at 30 September 2009; and
(5) It was assumed that the disposal will not have an effect on taxation due to
the Group having an assessed loss.
5. CONDITION PRECEDENT
The disposal is subject to the purchaser furnishing adequate financial
guarantees for the purchase consideration to Dorbyl in a form acceptable to
Dorbyl.
6. CATEGORISATION
In terms of the Listings Requirements of the JSE Limited, the disposal is deemed
to be a Category 2 transaction and therefore does not require shareholders
approval.
7. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders of Dorbyl are advised to continue exercising caution when dealing
in Dorbyl shares on the JSE.
Johannesburg
21 January 2010
Sponsor: PSG Capital (Pty) Limited
Date: 21/01/2010 16:00:01 Produced by the JSE SENS Department.
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