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OZZ LIMITED
Registration number 1946/024058/06
("the company" or "Ozz")
DISPOSAL OF THE BUSINESSES AND PROPERTIES OF THE COMPANY SITUATED AT RANDBURG
WATERFRONT (" the RW Properties") AND BRUMA BROADWALK ("the BB Properties")
RESPECTIVELY AS GOING CONCERNS.
1. INTRODUCTION
Deutsche Securities (SA) (Proprietary) Limited is authorised to announce that
the company through various of its wholly owned subsidiaries has concluded
written agreements in terms of which it has disposed of its 75% interest in the
RW Properties and its 25% interest in the BB Properties as going concerns to
Allan Gray Property Trust ("Grayprop") subject, inter alia, to the suspensive
conditions set out in 3.3 below.
2. BACKGROUND AND RATIONALE
2.1. Background
Grayprop is a unit trust scheme in property shares listed on the JSE Securities
Exchange South Africa which has a 25% interest in the RW Properties and a 50%
interest in the BB Properties which it has held in co-ownership with the
company. Grayprop now wishes to acquire the interest of Ozz in the RW
Properties and the BB Properties and Ozz wishes to dispose thereof.
2.2 Rationale
Ozz has embarked upon a strategy of focusing on its core activity of
engineering. In addition Ozz prefers to conduct its business through its own
wholly owned subsidiaries.
The Grayprop units are a marketable asset representing a more diverse property
portfolio which are more tradeable than an investment in immovable property,
thus providing the company with greater flexibility to generate increased
returns for shareholders.
The growth potential of the Grayprop units is expected to be greater than the
direct investment in immovable properties.
3. TERMS OF THE TRANSACTION
3.1 Purchase Consideration
Ozz has disposed of its interest in the properties to Grayprop for a purchase
consideration of R58 250 000.
3.2 Payment
The purchase consideration will be settled by the allotment and issue by
Grayprop to the company of 23 971 194 Grayprop units at 243 cents per unit.
These units will not rank for the interim distribution of Grayprop in respect
of the six months ended 31 March 2001 therefore the units have been valued by
Ozz, and will be accounted for, at 228 cents per unit, being the estimated ex
distribution value giving a total value of R54 654 322.
3.3 Effective Date and Suspensive Conditions
Notwithstanding that the transaction will be implemented upon transfer of the
properties, the effective date of the transaction will be 31 March 2001. The
disposal is subject to the fulfillment of, inter alia, the following suspensive
conditions:
- such approvals as may be necessary from the Competition Commission; and
- such approvals as may be necessary from the JSE Securities Exchange South
Africa and other regulatory authorities.
3.4. Warranties
The warranties normally furnished in a transaction of this nature have been
provided by the company
4. FINANCIAL EFFECTS OF THE TRANSACTION
Based on the unaudited published interim results for the six months ended 30
September 2000 and had the transaction been implemented on 31 March 2000 the
effect on headline earnings per share ("HEPS") and the net asset value ("NAV")
of the company at 30 September 2000 would have been as follows:
Before the After the Increase
disposal disposal
Fully diluted headline earnings per
share (cents)(note 2) 100,7 102,6 1,9%
Net tangible asset value per
share (cents) 1642 1518 (7,6%)
Notes
1 The figures used in the "before the disposal"
column are extracted from the circular dated
19 December 2000, which was based on the
interim results for the six months ended
30 September 2000.
2. The results in respect of the RW Properties
and the BB Properties have been excluded
and the distribution of Grayprop in respect
of the 6 months ended 30 September 2000
has been included.
5.1 PUBLICATION OF CIRCULAR
A full circular in terms of the listings requirements of the JSE Securities
Exchange South Africa will be sent to shareholders within 28 days.
Johannesburg
23 April 2001
Legal Advisor Sponsor
Burt Meaden Attorneys Deutsche Securities (SA) (Proprietary) Ltd.
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