| Tue 27 Mar 2012, 13:10 | | BNT - Bonatla - Detailed Cautionary Announcement in relation to the Disposal of |
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BNT
BNT
BNT - Bonatla - Detailed Cautionary Announcement in relation to the Disposal of
Shares in and Claims Against Copper Moon Trading 249 (Proprietary) Limited, The
Proposed Specific Repurchase of Shares in Bonatla and The Renewal of A
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")
DETAILED CAUTIONARY ANNOUNCEMENT IN RELATION TO THE DISPOSAL OF SHARES IN AND
CLAIMS AGAINST COPPER MOON TRADING 249 (PROPRIETARY) LIMITED, THE PROPOSED
SPECIFIC REPURCHASE OF SHARES IN BONATLA AND THE RENEWAL OF A CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that an agreement has been signed between Bonatla and
Globus Investments (Proprietary) Limited ("Globus Investments") in terms of
which Bonatla has disposed of its shares in and claims against Copper Moon
Trading 249 (Proprietary) Limited ("Copper Moon")for a total consideration of
R29 161 200 ("the disposal"). The major asset of Copper Moon is a building
located at erf 663, Hatfield Township, Pretoria, and with the physical address
1085 Hans Schoeman Street, Pretoria.
2. RATIONALE FOR THE DISPOSAL
The major tenants of the building are vacating the property which is in need of
major capital renovations which will cost approximately R10 million, before the
building will be in a position to be able to be re-let once again. Furthermore
the terminal rental levels are overcapitalised and no medium term growth is
possible unless a renovation is undertaken, which renovation is not justified
taking into account the location of the property as well.
3. CONDITIONS PRECEDENT
The disposal is subject to the following conditions precedent:
* The approval in writing of the board of Globus Investments;
* The approval in writing of the board of Bonatla; and
* The approval of the JSE Limited, Takeover Regulation Panel and any other
regulatory body insofar as is necessary.
The disposal is a Category One transaction in accordance with JSE Listings
Requirements and accordingly shareholder approval is required.
4. CONSIDERATION AND PROPOSED SPECIFIC REPURCHASE OF SHARES
The consideration for the disposal shall be paid by means of:
* Satisfying the existing mortgage bond over the property in the amount of
R11 700 000;
* The transfer of 19 844 800 ordinary Bonatla shares held by Globus
Investments, to Bonatla at a price of 25 cents per share ("the transfer");
and
* The waiver by Globus Investments of an underwriting fee of R12 500 000 due
to Globus by Bonatla ("the waiver").
The waiver is tantamount to a specific repurchase of shares as the quantum of
the obligation in Bonatla`s accounts is R4 000 000 to be settled through the
issue of 50 000 000 new shares at 8 cents per share and thus certain aspects of
the agreement are considered to be defective by certain of the directors of the
Bonatla board.
The transfer and the waiver will result in a specific repurchase of shares by
Bonatla from a non-related party to Bonatla and will require the approval of 75%
of Bonatla shareholders.
5. OTHER INFORMATION RELATING TO THE DISPOSAL AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
The terms of the agreement are in the process of being renegotiated, including
inter alia the consideration payable as well as the method of payment. Once the
renegotiated terms are signed by all parties, an announcement including the pro
forma financial effects relating to the disposal will be released. In the
interim, shareholders are advised to continue to exercise caution when dealing
in their Bonatla shares.
Houghton
27 March 2012
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 27/03/2012 13:10:01 Produced by the JSE SENS Department.
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