| Wed 22 Nov 2017, 17:36 | | PEMBURY LIFESTYLE GROUP LIMITED - Detailed Cautionary Announcement -Acquisition of a Retirement Business & Property and Renewal of Cautionary |
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PEM 201711220063A
Detailed Cautionary Announcement -Acquisition of a Retirement Business & Property and Renewal of Cautionary
PEMBURY LIFESTYLE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/205899/06)
(“PL Group” or “the Company”)
ISIN Code: ZAE000222949 JSE Code: PEM
DETAILED CAUTIONARY ANNOUNCEMENT RELATING TO THE ACQUISITION OF A RETIREMENT BUSINESS AND
THE PROPERTY FROM WHICH IT OPERATES AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Background
PL Group shareholders are advised that PL Group, has, through its wholly-owned subsidiaries, PLG
Retirement Villages (Pty) Ltd (“Business Purchaser”) and PLG Properties (Pty) Ltd (“Property
Purchaser”) entered into two separate agreements for the acquisition of the business (“Business”
or “Business Acquisition”) and the property ("Property” or “Property Acquisition”) on which a
retirement village and nursing home are located, for a combined consideration of R36 000 000
(“the Acquisitions”).
2. Terms of the Acquisitions
The Property
The Property will be acquired from the vendor (“Property Vendor”) for a consideration of
R33 000 0000 (“Property Consideration”) payable as set out below:
- R19 000 000 in cash against the registration of the property in the name of the Property
Purchaser, which payment shall be secured by way of a bank guarantee in a form
acceptable to the Property Vendor;
- The balance of R14 000 000 will be payable by the issue of such number of PL Group shares
to the Property Vendor as will be determined with reference to the 3-month Volume
Weighted Average Price (“VWAP”) of PL Group’s shares immediately preceding the date of
transfer of the property into the Property Purchaser’s name.
The Business
The Business will be acquired from the owner (“Business Vendor”) for a consideration of R3 000 000
(“Business Consideration”) payable as set out below:
- R1 000 000 in cash payable to the Business Vendor on the effective date as detailed in
paragraph 4 below, which payment shall be secured by way of a guarantee pursuant to
the Business Purchaser being granted funding from a recognised financial institution;
- The balance of R2 000 000 will be payable by the issue of such number of PL Group shares
to the Business Vendor as will be determined with reference to the 3-month VWAP of PL
Group’s shares on or before the effective date.
3. Description of the Business and the Property
The Business provides rental accommodation for the aged and has been in operation for
approximately 23 years and has 72 residents as at the date of this announcement. The Property
comprises 64 retirement rooms and a frail care facility.
4. Effective Date
The effective date in terms of the Property acquisition will be the date of the registration of the
Property into the Property Purchaser’s name (“Effective Date”) and the effective date for the
Business acquisition (“Business Effective Date”) will be the first day of the month following the
month in which the Property is transferred to the Property Purchaser.
5. Rationale for the Acquisitions
As with the recently announced acquisition of a property in Bryanston, the acquisition of the
Property is in line with the PL Group’s long-term strategy to, where practical and reasonable, own
and be in control of the properties from which its subsidiaries operate. The acquisition of the
Business will add to PL Group’s portfolio of retirement villages, and will be the first PL Group
retirement village in Kwa-Zulu Natal.
6. Conditions precedent
The Acquisitions are subject to the following conditions precedent:
Business
- The completion of a due diligence by the Business Purchaser within a period of 21 working
days from the date of the agreement;
- The approval of the Business acquisition by the Board of directors of the Business Purchaser
and the PL Group;
- The obtaining of a bank approved loan to the value of R1 000 000 by the Business Purchaser
on or before 28 February 2018 and the issuing of a guarantee payable to the Business
Vendor on the Business Effective Date within 30 days of the approval of the loan;
- The approval and issue by the PL Group on or before the Business Effective Date of PL
Group shares at a value and number sufficient to comprise the remainder of the Business
Consideration as set out in paragraph 2 above; and
- The transfer of the Property into the Property Purchaser’s name having been registered at
the Deeds Office.
Property
- The due fulfilment of the terms and conditions of the Business acquisition;
- The completion of a due diligence by the Property Purchaser within a period of 21 working
days from the date of the agreement;
- The approval of the Property acquisition by the Board of directors of the Property Purchaser
and the PL Group;
- The obtaining of a bank approved loan to the value of R19 000 000 by the Property
Purchaser on or before 28 February 2018 and the issuing of a guarantee payable to the
Property Vendor on the Effective Date within 30 days of the approval of the loan; as
disclosed in paragraph 4 above;
- The approval and issue by the PL Group on or before the Effective Date of PL Group shares
at a value and number sufficient to comprise the remainder of the Property Consideration
as set out in paragraph 2 above
7. Property Specific Information
Property specific information will be announced in due course.
8. Classification of the transaction
The Acquisitions are classified as a category 2 transaction in terms of the JSE Listings Requirements.
Accordingly, shareholder approval of the Acquisitions is not required. Neither the Property
Vendor nor the Business Vendor are related parties to PL Group.
9. Financial Information
The Company has calculated an estimated value of the Property at approximately R33 000 000,
being the Property Consideration.
The net asset value of the Business and the profit attributable to the Business will be published in
due course, following the completion of the due diligence referred to in paragraph 6 above.
10. Renewal of cautionary announcement
Shareholders are referred to the cautionary announcement dated 25 October 2017 and are
advised that negotiations relating to potential acquisitions of additional retirement assets are still
on-going. In addition, due to the sensitive nature, early stage of the Acquisitions and the number
of conditions precedent, the details of the Property Vendor, the property specific information and
the financial information will only be announced pursuant to the completion of certain of the
conditions precedent, including the due diligence and approval of funding.
Accordingly, shareholders are advised to continue to exercise caution when dealing in the
Company’s securities.
BY ORDER OF THE BOARD
22 November 2017
Johannesburg
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
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