| Wed 19 Jan 2011, 8:30 | | BNT - Bonatla Property Holdings Limited - Acquisition of Madeline Street |
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BNT
BNT
BNT - Bonatla Property Holdings Limited - Acquisition of Madeline Street
Properties (Proprietary) Limited 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")
ACQUISITION OF MADELINE STREET PROPERTIES (PROPRIETARY) LIMITED AND RENEWAL
OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company, through its wholly owned
subsidiary Bonatla Properties (Proprietary) Limited ("BP"), has concluded a
further agreement dated 17 January 2011, in relation to the acquisition of
the remaining property in the Blue Zone portfolio, namely the property known
as Madeleine Street. The rationale for the acquisition is the continued
expansion of the property portfolio of Bonatla in line with its stated
intention to grow the property portfolio.
1. Terms and details of the Madeline Street acquisition
Madeline Street Holdings (Proprietary) Limited is the seller of 100% of
the shares and claims in Madeline Street Properties (Proprietary)
Limited ("Madeline Street Properties), which holds the Madeline Street
property, located at 20 Madeline Street, Florida, Gauteng, which
property earns rental income. The gross lettable area comprises office
space measuring 2 980m2 and attracts a monthly rental income at a
weighted average rental of R50.80 per square metre from one tenant,
being the Gauteng Provincial Government. There are no borrowings
against the property.
The purchase consideration is R13 million, which will be settled through
the issue of ordinary and preference shares in Bonatla as follows:
- Bonatla ordinary shares to be issued at 75 cents per share, with the
number of shares to be issued to be calculated at the lower of 75 cents
or the purchase consideration divided by the Net Asset Value ("NAV") per
share, which NAV per share will comprise the issued shares at the
signature date as well as shares to be issued per the acquisition
circular, which will detail this acquisition and other acquisitions.
- Bonatla non-participating, non-redeemable, non-cumulative, compulsory
convertible preference shares ("preference shares") at an issue price of
75 cents per preference share.
The preference shares will attract a dividend equal to 75% of the Prime Rate
for a period of two years from the date of the acquisition of the property,
and for so long as the property continues to be let after 31 July 2011,
failing which it will be equal to the money market rate at Standard Bank from
time to time and will be payable quarterly in advance. Each preference share
will convert into one ordinary Bonatla share on the second anniversary date.
The risk in and benefits of the acquisition will pass to Bonatla on the
possession date and effective date, being the date that the court sanctions
the Section 3 Compromise Offer in terms of the Companies Act, which is
expected to be during the first half of 2011.
The agreement, dated 2 December 2010, contains normal warranties in relation
to a property transaction.
2. Conditions precedent
The acquisitions are subject to the following conditions precedent:
- Shareholders of the seller pass a section 228 resolution authorising the
disposal of the equity by 31 January 2011;
- Regulatory approvals in terms of the Competition Authority, the JSE
Listings Requirements and Securities Regulation Panel, where required,
which completion date is automatically extended to allow for completion
thereof;
- Board of directors approval of the company whose equity is being sold
- Board of directors approval by the purchaser;
- Approval by Bonatla shareholders, in general meeting;
- Successful completion of the Section 311 offer of compromise to
creditors by 31 March 2011 and registration of the relevant CM18 with
CIPRO.
3. Other matters
Once the equity of Madeline Street Holdings has been acquired, the
articles of association will be amended to conform to Schedule 10 of the
JSE Listings Requirements.
No commission has been paid or is payable in relation to the
acquisition.
Normal warranties have been included in the agreements as would be
expected in relation to the acquisition of property owning company.
The property will be valued by an independent valuer, which property
valuation will be included in a circular to shareholders. In addition,
pro forma financial effects are not yet available and will be announced
in due course.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that they should continue to exercise caution until
the pro forma financial effects and details of the valuation of the
acquisition is published.
In addition, shareholders are referred to the prior cautionary announcement
issued on 11 January 2011 and are advised that the company is still in
negotiations or in the process of publishing pro forma financial effects in
relation to previously announced acquisitions and thus shareholders should
continue to exercise caution in dealing in their securities until a further
announcement is made.
Houghton
18 January 2011
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 19/01/2011 08:30:01 Produced by the JSE SENS Department.
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