| Thu 7 Nov 2002, 17:47 | | Metje & Ziegler Limited - Announcement: Sale Of Pr |
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Metje & Ziegler Limited - Announcement: Sale Of Properties
Metje & Ziegler Limited
(Incorporated in the Republic of Namibia)
(Registration number: 196)
South African share code: MZG ISIN: ZAE000031274
Namibian share code: MAZ
("M+Z" or "the Company")
ANNOUNCEMENT: SALE OF PROPERTIES
1. INTRODUCTION
Further to the cautionary announcement that was published in the press and on
SENS on 24 October 2002, it is announced that M+Z has reached an agreement,
subject to the conditions precedent set out in paragraph 4 below, in terms of
which various properties are to be sold to Oryx Properties Limited ("Oryx").
The properties to be disposed of are occupied by Autohaus Windhoek, M+Z
Motors and M+Z Commercial Vehicles, all of which operate within the M+Z motor
division. M+Z will enter into lease agreements with Oryx in respect of these
properties and the disposal will, therefore, have no effect on the business and
trading objectives of the Company.
Oryx is seeking a listing on the "Financials - Real Estate" sector of the
Namibian Stock Exchange ("NSX") on 4 December 2002.
2. THE DISPOSAL
2.1 Rationale for the disposal
The disposal of the properties is in line with the previously stated
objective of M+Z to derive benefit from the valuable property assets of the
Company.
2.2 Particulars of the disposal
The following properties will, subject to the conditions precedent under
paragraph 4 below, be disposed of:
Disposal
Size Net book conside-
(square value ration
Location in Windhoek Tenant Notes metres) N$ N$
Erf 7827, Lazarett Autohaus
Street Windhoek 7 080 4 877 978 6 696 000
Erf 698, Edison Street M+Z Motors 1 3 259 671 044 4 320 000
Erf 6601, Tal Street M+Z Motors 8 833 2 695 020 9 720 000
Erven 6661, 6660, M+Z Commercial
7780, Joule Street Vehicles 2 6 425 7 785 219 5 920 000
16 029 261 26 656 000
Notes:
1. In terms of the disposal agreement, M+Z shall, at its cost, redevelop this
property at an estimated cost of N$3 000 000 (exclusive of value-added tax).
All necessary contracts for the practical implementation, construction and
completion of the redevelopment must be concluded and unconditional by no later
than 31 December 2002 and construction must be completed by no later than 30
June 2003. Against satisfaction of the conditions in terms of the agreement,
relating to the above, Oryx shall refund to M+Z a sum that is equal to the
redevelopment cost referred to above in the form of either cash or additional
units in Oryx (priced at the 30-day volume weighted average unit price),
provided that at least one-half of such refund shall be paid in cash.
2. This property is owned by Verona Investments (Proprietary) Limited, a wholly-
owned subsidiary of M+Z and will be acquired by Oryx by way of a transfer of
shares and cession of loan claim.
The disposal consideration will be settled as follows:
N$
Payment in cash on date of transfer of property/shares
and cession of loan claim 13 328 000
Issue and allotment of units in Oryx to M+Z** 13 328 000
26 656 000
**M+Z will receive 2 665 600 units, at 500 cents per unit, in Oryx, at the date
of listing of such units on the NSX. The units will each comprise one share at a
par value of 1 cent, issued at a premium of 50 cents and linked to a debenture
with a nominal value of 449 cents.
The disposal, which will become effective on the day on which Oryx is listed
on the NSX, is a disposal as contemplated in terms of section 228 of the
Companies Act, Act 61 of 1973, as amended ("the Act"), which requires the
approval of the Company in general meeting.
The cash proceeds from the disposal will be applied to the reduction of debt.
The 2 665 600 units, which represent 6,5% in the capital of Oryx, will be held
as an investment. The income generated by the properties held in Oryx will be
distributed to Oryx unit holders.
2.3 Future lease commitments
M+Z will enter into lease agreements with Oryx in respect of the properties
sold. The details of the agreements are as follows:
Value of initial
lease per annum
Initial (excluding value-
duration added tax)
Description of property of lease N$
Erf 7827, Lazarett Street 9 years 937 400
Erf 698, Edison Street 10 years 593 800
Erf 6601, Tal Street 7 years 1 409 840
Erven 6661, 6660, 7780, Joule Street 8 years 848 300
3 789 340
The leases, which are also subject to the conditions precedent set out in
paragraph 4 below, will commence on the first day of the month immediately
following the month during which Oryx takes transfer of the properties, provided
that Oryx shall be entitled to rental from M+Z with effect from the transfer
date. The net monthly rental shall be calculated in accordance with the table
above and the rental for the period between transfer date and commencement date
shall be calculated pro rata to the monthly rental for the first year. M+Z will
have the option to renew the leases for a further two five-year periods,
provided such option is exercised in writing 12 months prior to the expiry of
the then current lease period.
The net monthly rental will escalate annually on the anniversary of the
commencement date at a rate of 8% per annum compounded, with effect from the
second year of the lease until the expiry of the lease.
The payment of the net monthly rentals will be offset by reduced interest
payments (following a reduction in the bank overdraft) and earnings from the
investment in Oryx.
3. FINANCIAL EFFECTS OF THE DISPOSAL
The disposal of the properties for N$13 328 000 cash and 2 665 600 units, at
500 cents per unit, in Oryx would have had the following effect on earnings per
share ("EPS") and headline EPS of M+Z for the year ended 30 June 2002, assuming
that the transaction had been implemented on 1 July 2001, and on net asset value
("NAV") per share of M+Z, assuming that the transaction had been implemented on
30 June 2002:
Before the After the Percentage
disposal disposal increase/
(cents per share) (cents per share) (decrease)
EPS (55,4) 61,0 210,1
Headline EPS (90,8) (103,0) (13,4)
NAV per share 650 767 18,0
1. Based on the audited financial information of M+Z for the year ended 30 June
2002.
2. After adjusting earnings for the year ended 30 June 2002 on the assumption
that the transaction was implemented on 1 July 2001 for the purpose of
calculating EPS and headline EPS and on 30 June 2002 for the purpose of
calculating NAV. Assuming earnings of N$1 799 000 on the investment in Oryx and
an interest saving of N$1 557 000.
3. Number of shares in issue for purpose of calculations is 6 484 958.
There are no intangible assets. Accordingly net tangible asset value is the same
as net asset value.
4. CONDITIONS PRECEDENT
The disposal is subject to the fulfilment of the following conditions:
* ratification of the disposal by the shareholders of M+Z in extraordinary
meeting on Friday, 29 November 2002, as required in terms of section 228 of the
Act;
* approval of the transaction by the JSE Securities Exchange South Africa,
the Securities Regulation Panel and the NSX; and
* the successful listing of Oryx on the NSX on Wednesday, 4 December 2002.
5. SALIENT DATES AND TIMES
The salient dates and times are as follows:
2002
Last day to lodge forms of proxy for extraordinary
meeting by 16:00 on Wednesday, 27 November
Extraordinary meeting of shareholders at 16:00 on Friday, 29 November
Results of extraordinary meeting to be published
through SENS on Friday, 29 November
Results of extraordinary meeting to be published
in the press on Monday, 2 December
Note: The above dates are subject to change. Any changes will be published in
the press.
6. CIRCULAR TO SHAREHOLDERS
A circular, providing full information on the disposal and containing, inter
alia, a notice of extraordinary meeting and a form of proxy for the
extraordinary meeting, will be mailed to M+Z shareholders on or about 14
November 2002, together with a copy of the Oryx prospectus, dated 29 October
2002, which document forms an integral part of, and should be read in
conjunction with, the circular.
Windhoek
8 November 2002
Sponsor
HSBC
Reporting accountants
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
Date: 07/11/2002 05:20:23 PM Produced by the JSE SENS Department
