| Wed 18 Jul 2012, 9:40 | | STRATCORP LIMITED - DISPOSAL OF PROPERTY AND FURTHER CAUTIONARY ANNOUNCEMENT |
|
STA
DISPOSAL OF PROPERTY AND FURTHER CAUTIONARY ANNOUNCEMENT
1
StratCorp Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2000/031842/06)
(Share Code: STA ISIN Code: ZAE00034294)
("StratCorp" or "the Company")
DISPOSAL OF PROPERTY AND FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the cautionary announcements issued on 28 May 2012 and
renewed on 10 July 2012. Shareholders are informed that WealthNet (Pty) Limited (?the
Seller?), a wholly owned subsidiary of StratCorp Property Holdings Limited, which in turn is a
wholly owned subsidiary of StratCorp, has entered into a Sale Agreement, subject to certain
conditions precedent, for the sale of the Soldonne sectional title units as described below (?the
transaction? or ?the disposal?).
The transaction encompasses the sale of 53 sectional title units of the Sectional Scheme
Soldonne, with the following scheme numbers: SS820/2008, SS1030/2008, SS64/2009
together with the undivided share in the common property, as well as the relevant exclusive
use areas, situated on Erf 8611, The Orchards Extension 33, City of Tshwane Metropolitan
Municipality (?the Property?).
2. RATIONALE FOR THE DISPOSAL
StratCorp undertook a number of property developments up to 2008. These 53 residential
units are the remaining units of the 134 units developed by StratCorp through the Seller in
2007 to 2008. StratCorp recently decided to dispose of the units as a portfolio at the best
possible price. Various parties were approached.
The sale proceeds of the Property will be used to reduce the Company?s debts and to
strengthen the Company?s cash resources.
3. TERMS AND CONDITIONS OF THE DISPOSAL
3.1. On 13 July 2012 the Seller entered into a Sale Agreement for the sale of the Property
?voetstoots? to SAB&T Properties (Pty) Limited (?the Purchaser?).
3.2. The purchase price payable for the Property is R 15 681 805 inclusive of VAT and any other
taxes that may become payable as a result of the transaction.
3.3. The purchase price will be payable in full to the Seller against registration of transfer of the
Property into the name of the Purchaser.
3.4. The Purchaser shall, within 5 days after fulfilment or waiver of all suspensive conditions
(except for condition 4.2 below), lodge a guarantee with the conveyancer for the purchase
price.
3.5. Most of the units are let to third parties in terms of incidental short-term lease agreements. The
Seller ceded and assigned all its rights, title, interest and obligations in terms of the said lease
agreements to the Purchaser with effect from the date of registration of transfer.
4. SUSPENSIVE CONDITIONS
The disposal of the Property is conditional upon the fulfilment of the following outstanding
Suspensive Conditions by 15 August 2012, or such other date as the parties agree to in
writing:
2
4.1. approval of the transaction by the board of directors of StratCorp;
4.2. approval of the transaction by the shareholders of StratCorp;
4.3. approval of the transaction by the board of directors of the Purchaser;
4.4. successful completion of a due diligence performed on the Property by the Purchaser;
4.5. the Purchaser obtaining finance of not less than R12 million in order to fund the purchase; and
4.6. any other regulatory approvals that may be required to give effect to the transaction.
5. CATEGORISATION OF THE TRANSACTION AND CIRCULAR TO SHAREHOLDERS
The transaction is categorised, in terms of the JSE Limited?s Listings Requirements, as a
Category 1 transaction and requires shareholders? approval. Accordingly, a circular, containing
a notice of a general meeting of shareholders, will be dispatched to shareholders in due
course.
The Purchaser is a company owned by the partners of the current auditors of StratCorp.
Although the Purchaser does not technically fall within the definition of ?related party? as set
out in Section 10 of the JSE?s Listings Requirements, StratCorp decided to treat the
transaction as a disposal to a related party. The transaction therefore requires a valuation
report by an independent registered valuer. StratCorp will obtain an independent accountant?s
report in respect of the financial effects of the transaction.
The transaction is not a disposal as defined in section 112 of the Companies Act, 2008.
6. FURTHER CAUTIONARY ANNOUNCEMENT
The financial effects of the transaction will be announced as soon as possible. Shareholders
are advised to continue exercising caution when dealing in the Company?s securities until such
announcement is made.
7. FURTHER ANNOUNCEMENT
Shareholders will be notified once the transaction becomes unconditional.
Centurion
18 July 2012
Designated Adviser
Exchange Sponsors
Date: 18/07/2012 09:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
