| Thu 11 Feb 2010, 17:30 | | AWT - Awethu Breweries Limited - Disposal of property and certain assets and |
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AWT
AWT
AWT - Awethu Breweries Limited - Disposal of property and certain assets and
renewal of cautionary announcement
Awethu Breweries Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/004352/06)
JSE code: AWT ISIN code: ZAE000013769
("Awethu" or "the Company" or "the Seller")
DISPOSAL OF PROPERTY AND CERTAIN ASSETS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the cautionary announcement published on SENS on 31
August 2009, which was renewed on Tuesday, 13 October 2009, 25 November 2009 and
on 12 January 2010 respectively and are advised that the Seller has concluded
two separate sale agreements relating to (1) the sale of Erf 4938 Township of
Carletonville Extension 6, Registration Division I.Q., The Province of Gauteng
("the Property") ("the Property Agreement") and (2) certain brewery assets
situated on the Property ("the Assets") ("the Assets Agreement") to United
National Breweries (SA) (Pty) Limited ("the Purchaser") (collectively "the
Transaction"), with effect from the Completion Date, being the date on which
transfer of the Property from the Seller to the Purchaser is registered in the
relevant Deeds Office. The Transaction is subject to the suspensive conditions
in paragraph 5 below.
2 RATIONALE
The sale of the Property and Assets will afford the Company the opportunity to
explore other investments.
3 PURCHASE CONSIDERATIONS
The cash purchase consideration in respect of the Property is R2,280,000
(inclusive of VAT). It shall be paid by the Purchaser on the Completion Date,
which payment shall be secured within 7 (seven) days of the fulfilment of the
suspensive condition in paragraph 5.1 below, by the delivery to the Seller or
its nominee of a guarantee or guarantees by a bank or other financial
institution, to be approved by the Seller, expressed to be payable free of
exchange at Johannesburg upon the Completion Date.
The cash purchase consideration in respect of the Assets is R4,500,000
(excluding VAT), payable on the Completion Date.
The proceeds of the Transaction will be used for working capital requirements
and future investment opportunities.
Awethu has provided warranties in relation to the transaction which are standard
for transactions of this nature.
4 DESCRIPTION OF THE PROPERTY AND THE ASSETS
The property being sold is the Land, Erf 4938 Township of Carletonville
Extension 6, Registration Division I.Q., The Province of Gauteng, together with
all buildings, brewery, erections and fixed improvements thereon. The assets
being sold are the movable assets used for a brewery on the Property.
5 SUSPENSIVE CONDITIONS
5.1 SUSPENSIVE CONDITION IN RESPECT OF THE PROPERTY AGREEMENT
The Property Agreement is subject to the suspensive condition that the
Assets Agreement is entered into between the Purchaser and the Seller and
becomes unconditional (save for any condition in the Assets Agreement to
the Property Agreement becoming unconditional) by not later than 17h00 on
30 April 2010.
5.2 SUSPENSIVE CONDITIONS IN RESPECT OF THE ASSETS AGREEMENT
The Assets Agreement is subject to the fulfilment of the following
suspensive conditions by not later than 17h00 on 30 April 2010:
* The Property Agreement is entered into between the Purchaser and the
Seller and becomes unconditional (save for any condition in the
Property Agreement to the Assets Agreement becoming unconditional);
* the Seller makes the necessary announcement in respect of the
Transaction in accordance with section 9.20(a) of the JSE Listings
Requirements and dispatches the relevant circular regarding the
Transaction to its shareholders in accordance with sections 9.20 and
9.21 of the JSE Listings Requirements;
* the members of the Seller by special resolution approve the disposal
of the Assets by the Seller to the Purchaser on the terms of the
Assets Agreement and the disposal by the Seller to the Purchaser of
the Property in terms of the Property Agreement in accordance with
section 228 of the Companies Act 61 of 1973 ("the Act"), and that the
special resolution is registered in accordance with the Act;
* the Assets Agreement and the Property Agreement, being the agreements
effecting the Transaction, are approved by the Seller`s shareholders
in general meeting in accordance with section 9.20 of the JSE Listings
Requirements, and
* any and all statutorily required approvals or regulatory approvals
required for the entering into and implementation of the Property
Agreement, the Assets Agreement and the Transaction are
unconditionally granted, or conditionally granted on terms and
conditions acceptable to the Seller and the Purchaser.
6. INDEPENDENT OPINION
The Transaction is a Category 1 transaction in terms of the JSE Listings
Requirements which requires approval of Awethu shareholders in general meeting.
It is also classified as a section 228 disposal in terms of the Act and
therefore an affected transaction in terms of the Securities Regulation Code on
Take-Overs and Mergers of the Securities Regulation Panel ("SRP"). PKF Corporate
Finance has been appointed to provide a fairness opinion on the Transaction.
Their opinion will be included in the circular to shareholders of Awethu
referred to in paragraph 7 below.
7. DOCUMENTATION
A circular, containing details of the Transaction, including a notice of a
general meeting, is being prepared and will be posted to shareholders of Awethu
in due course.
8. CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue exercising caution when dealing in
Company`s shares until the financial effects of the Transaction are published.
Vanderbijlpark
11 February 2010
Sponsor
Deloitte & Touche Sponsor Services (Pty) Limited
Attorneys
Knowles Husain Lindsay
Independent advisor
PKF Corporate Finance
Date: 11/02/2010 17:30:02 Produced by the JSE SENS Department.
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