| Wed 27 Jan 2010, 14:07 | | BNT - Bonatla - Proposed Acquisition of the ruitersvlei property portfolio |
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BNT
BNT
BNT - Bonatla - Proposed Acquisition of the ruitersvlei property portfolio
and update on previously announced acquisitions
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 THE RUITERSVLEI PROPERTY PORTFOLIO ("RUITERSVLEI"), ERF
109 ILLOVO ("ILLOVO") AND AN INTEREST IN THE KIMBERLEY DIAMOND AND JEWELLERY HUB
("THE HUB") SPECIAL PURPOSES VEHICLE ("THE ACQUISITIONS") AND UPDATE ON
PREVIOUSLY ANNOUNCED ACQUISITIONS
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") for the acquisition of various properties and
shares in property-owning companies.
2. RATIONALE FOR THE ACQUISITIONS
The proposed acquisitions are 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 and which have further
development opportunities. In addition, the proposed acquisition provides the
added advantage of a national geographical spread with a diversity of tenants
and opportunities.
2. SALE OF SHARES AGREEMENT
2.1 Introduction
A sale of shares agreement has been signed between Bonatla Property Holdings
Limited and Ten West Investments Proprietary Limited ("Ten West"), in terms of
which Bonatla will acquire from Ten West its 75.1% stake in the special purposes
vehicle ("SPV") formed between Ten West and the Northern Cape Department of
Economic Affairs ("NCDEA") for the purposes of developing the Kimberley Diamond
and Jewellery Hub.
2.2 Terms of the sale of shares agreement
In terms of the agreement, Ten West has agreed to cede and transfer its share
holdings to and in favour of Bonatla, who shall then assume all the obligations
of Ten West. This equates to a cession of lease hold value of R258 344 000.
2.3 Consideration payable
Ten West has agreed to swop 100% of its share equity with Bonatla in exchange
for 263,906,666 ordinary shares of 1 cent each at an issue price of (60 cents)
cents per share, and 100 000 000 five year non-cumulative, non-participating,
compulsory convertible preference shares of 1 cent each and at an issue price of
100 cents per share. The weighted average purchase price is 70,99 cents.
2.4 Effective date
The effective date of the acquisition shall be the date on which a notarial
lease is concluded between the SPV and the NCDEA, and the Hub being
appropriately rezoned.
2.5 Conditions precedent
The proposed transaction is subject to the following conditions precedent:
- The approval of the board of Bonatla by 31 January 2010;
- 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 A LETTING ENTERPRISE
3.1 Introduction
An acquisition agreement has been signed between Bonatla Properties
(Proprietary) Limited, and Aeterno Investments (Proprietary) Limited
("Aeterno"), whereby Bonatla Properties has agreed to purchase erf 109 Illovo
situated at 198 Oxford Road, Illovo for a total consideration of R90 000 000.
3.2 Terms of the acquisition
In terms of the acquisition, Bonatla shall acquire erf 109 Illovo, measuring 3
718 square metres, together with all the improvements thereon.
3.3 Consideration payable
The consideration for the acquisition of erf 109 Illovo shall be satisfied as
follows:
- Delivery of R2 000 000 Bonatla ordinary shares to Aeterno`s attorney`s
within three days of the fulfilment of all of the conditions precedent, which
shares shall be issued at the projected net asset value of Bonatla as disclosed
in the circular to be sent to shareholders in this regard;
- A further R3 000 000 Bonatla ordinary shares, which shares shall be issued
on the transfer date, at the projected net asset value of Bonatla as disclosed
in the circular to be sent to shareholders in this regard;
- R10 000 000 by way of a second bond;
- R28 000 000 in cash to Aeterno on transfer of the property into the name of
Bonatla; and
- The granting of a bond of R47 000 000 by a registered financial
institution.
3.4 Effective date
The effective date of the acquisition shall be the date on which the property is
transferred into the name of Bonatla.
3.5 Conditions precedent
The acquisition is subject to the following conditions precedent:
A satisfactory due diligence being performed within thirty days of signature of
the acquisition agreement, being 22 January 2010;
An independent valuation of the property being performed within thirty days of
signature of the acquisition agreement;
Approval by the Board of Directors of Bonatla by the 28 February 2010.
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. ACQUISITION OF THE RUITERSVLEI PROPERTY PORTFOLIO
4.1 Introduction
An agreement has been signed between Bonatla Property Holdings Limited, Bonatla
Properties (Proprietary) Limited or nominee company and Rara Avis Property
Investments (Proprietary) Limited, in terms of which Bonatla has agreed to
purchase Portion Farm no 6, Portion Farm no 7, Portion Farm no 8, and Portion
Farm no 9 situated at Remainder of farm 713 Vrymansfontein district of Paarl
(collectively "the Ruitersvlei Property Portfolio" or "Ruitersvlei"), for a
purchase consideration of R55 000 000.
This is a related party transaction and and as such falls under the related
party regulations of the JSE and SRP.
4.2 Terms of the acquisition
In terms of the acquisition, Bonatla Properties shall acquire the Ruitersvlei
Property Portfolio comprising approximately 170 hectares, of which part is under
vine, and part shall be further developed by the seller for the benefit of the
purchaser in terms of a development agreement to be signed by no later than 28
February 2010.
4.3 Consideration payable
The consideration payable for the Ruitersvlei Property Portfolio shall be
satisfied by the issue of 55 000 000 ordinary shares in the issued share capital
of Bonatla at an issue price of 100 cents per ordinary share.
4.4 Effective date
The effective date of the acquisition shall be the earlier of the date of
transfer of the property or 31 March 2010.
4.5 Conditions precedent
The acquisition is subject to the following conditions precedent:
- A satisfactory due diligence being performed by 28 February 2010;
An independent valuation of the property being performed by 28 February 2010;
The approval of the board of directors of Bonatla within fifteen days of the
completion of the due diligence (this time frame will be changed if necessary to
adjust for the necessary JSE and SRP approvals);
- The approval of the shareholders of Bonatla in general meeting; and
- Any statutory requirements including but not limited to any JSE and SRP
requirements.
5. UPDATED INFORMATION WITH REGARD TO THE ACQUISITION ANNOUNCEMENT DATED 1
OCTOBER 2009
Shareholders are referred to the announcement dated 1 October 2009 and are
advised that of the thirteen properties referred to therein, nine companies`
shareholders have passed the necessary resolutions approving their acquisition
by Bonatla, and these resolutions have been registered with CIPRO and / or the
Department of Trade and Industry.
5.1 Purchase of shares in Holding Companies
Property Property Holding Company Purchase Price
Celtis Plaza Platinum Arch Investments 17,136,922
(Pty) Ltd
Chambers ground Pacific Breeze Trading 7,867,615
Floor 120(Pty) Ltd
Bishops Court Pacific Breeze Trading 13,621,757
Sction 3-8 136 (Pty) Ltd
Chambers 2&3 Northern Jungle Trading 14,078,258
104 (Pty) Ltd
Purchase of Properties
Property Property Company Purchase Price
Milestone Place Altivex 88 (Pty) Ltd 9,680,000
Property 259 Coppermoon Trading 248 15,000,000
(Pty) Ltd
The Heights Nungu Trading 472 (Pty) 46,286,000
Ltd
Africard Building Quick Leap Investments 18,000,000
461 (Pty) Ltd
Prospect Close Mystic Blue Trading 511 42,300,000
(Pty) Ltd
Further to the above, Bonatla confirms that it intends to pursue the acquisition
of the balance of the 13 properties.
6. PRO FORMA FINANCIAL INFORMATION
Pro forma financial information with regard to the proposed acquisition is being
prepared and shall be announced shortly.
7. 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.
8. 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
27 January 2010
Sponsor
Arcay Moela Sponsors (Pty) Limited
Date: 27/01/2010 14:07:02 Produced by the JSE SENS Department.
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