| Tue 10 May 2011, 10:07 | | BNT - Bonatla - Acquisition of the shares in and claims against Tricom |
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BNT
BNT
BNT - Bonatla - Acquisition of the shares in and claims against Tricom
Properties (Pty) Ltd, a 30% stake in Tricom Structures (Pty) Ltd and the
disposal of the buildings known as ERF 173 Cleveland and ERF 925 Irene 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 THE SHARES IN AND CLAIMS AGAINST TRICOM PROPERTIES (PROPRIETARY)
LIMITED ("Triprop"), A 30% STAKE IN TRICOM STRUCTURES (PROPRIETARY) LIMITED
("Tristruct") AND THE DISPOSAL OF THE BUILDINGS KNOWN AS ERF 173 CLEVELAND AND
ERF 925 IRENE AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company, through its wholly owned subsidiary
Bonatla Properties (Proprietary) Limited ("BP"), has concluded an agreement
dated 18 April 2011 with the shareholders of Triprop, whereby BP shall acquire
100% of the shares in and loan claims against Triprop with effect from 1 April
2011. Triprop has among its assets, erf 112 Watloo - portions 2 and 3 measuring
6 805 and 22 011 square metres respectively, and erf 84 Watloo, measuring 11 982
square meters, which properties are located at 304 Mundt Street, Watloo Ext 5,
Tshwane, and consist of a factory and offices. The monthly rental income on
these properties shall be R450 000, with a gross lettable area of 15 000 square
metres. The other assets of Triprop, being certain other properties, will be
retained by the sellers and thus shall be transferred out of Triprop upon
successful implementation of the acquisition.
In terms of a subsequent agreement dated 20 April 2011, Bonatla will acquire 30%
of the issued share capital of Tristruct from Udo Paul Topka ("the seller"),
with effect from 1 May 2011. Tristruct is engaged in the manufacture and supply
of steel structures such as pylons, power masts and telecommunications masts.
1. THE TRIPROP ACQUISITION
1.1 Terms and details of the Triprop acquisition
BP shall acquire 100% of the shares in and loan claims against Triprop for a
gross purchase consideration of R35 000 000, which shall be settled via payment
of R100 in respect of the shares and R15 999 900 in respect of the claims, which
consideration shall be discharged via:
* 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.
The balance of the purchase price, being R19 000 000, represents the current
mortgage bond on the property, which mortgage bond shall be assumed by Bonatla.
Certain other properties currently held by Triprop shall be transferred out of
the company within 18 months, together with any remaining obligations in
relation to these properties, unless the properties are required to remain in
the company as security.
1.2 Conditions precedent
The acquisition is subject to the following conditions precedent:
* Shareholders of the seller pass a section 228 resolution authorising
the disposal;
* Regulatory approvals in terms of the Competition Authority, the JSE
Listings Requirements and Takeover 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;
1.3. Other matters
Once the equity of Triprop has been acquired, the articles of association will
be amended in order to comply with 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.
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.
2. THE TRISTRUCT ACQUISITION
2.1 Terms and details of the Tristruct acquisition
Bonatla shall acquire 30% of the issued share capital of Tristruct for an
acquisition consideration of R15 000 031, which consideration shall be satisfied
by the payment of R31 for 3 133 ordinary issued shares in Tristruct, and the
issue of 20 000 000 ordinary Bonatla shares at an issue price of 75 cents per
share upon completion of all regulatory requirements.
2.2 Conditions precedent
The acquisition is subject to the following conditions precedent:
* Regulatory approvals in terms of the Competition Authority, the JSE
Listings Requirements and Takeover Regulation Panel ("TRP"), where
required, which completion date is automatically extended to allow for
completion thereof;
* Board of directors approval by the purchaser;
* Approval by Bonatla shareholders, in general meeting;
* the seller cedes and assigns the balance of the debtors book of the
company to Bonatla whilst any guarantees as described below are in
place;
* the seller undertakes to provide a personal surety until the repayment
of indebtedness to certain suppliers is repaid;
* the signature of a new shareholders` agreement within 30 days of the
effective date of the acquisition; and
* the seller and Bonatla jointly undertake to consolidate Tubelazers cc,
Tricom TeleCom (Proprietary) Limited and Tower Vendor Finance
(Proprietary) Limited in full, and 66.6% of Tricom PES (Proprietary)
Limited, into Tristruct within six months of the effective date of the
acquisition of Tristruct.
2.3. Other matters
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. In addition, Bonatla has undertaken to assist with
the sourcing of guarantees in the amount of R40 000 000 for the purchase of raw
materials, if required.
3. DISPOSAL OF ERF 925 IRENE EXTENSION 30
An agreement has been signed between Bonatla and Globus Investments
(Proprietary) Limited ("Globus") whereby the property situated at erf 925 Irene
Extension 30, has been disposed of to Globus for a total cash consideration of
R22 000 000, with effect from date of transfer of the property.
The proceeds of the disposal will be applied to reduce certain obligations of
Bonatla.
Irrevocable approvals exceeding 51% have been obtained for this disposal,
details of which will be included in a circular to shareholders.
4. DISPOSAL OF REMAINING EXTENT ERF 173 CLEVELAND EXTENSION 5, JOHANNESBURG
An agreement has been signed between Bonatla and Globus whereby the property
situated at Erf 173 Cleveland Extension 5, has been disposed of to Globus for a
total cash consideration of R18 000 000, effective on date of transfer of the
property.
The proceeds of the disposal will be utilised to settle certain obligations of
Bonatla.
Irrevocable approvals exceeding 51% have been obtained for this disposal,
details of which will be included in a circular to shareholders.
5. PRO FORMA FINANCIAL EFFECTS OF THE DISPOSALS
Pro forma effects of the two property disposals will be published in due course
and details of the disposal will be included in the circular to shareholders
that is being prepared currently.
6. 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 acquisitions are
published.
Houghton
10 May 2011
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 10/05/2011 10:07:01 Produced by the JSE SENS Department.
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