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Bonatla Property Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06)
Share code: BNT ISIN: ZAE000013694
("Bonatla")
DETAILED CAUTIONARY ANNOUNCEMENT
Introduction
Further to the cautionary announcement published on 10 February 2003,
referring to the written documentation received from both Redefine Income Fund
Limited and Fairvest Property Holdings Limited indicating offers to acquire the
entire property portfolio of Bonatla and its subsidiaries ("the Redefine and
Fairvest offers"), Bonatla shareholders are hereby advised that Bonatla has been
notified that Momentum Property Investments (Proprietary) Limited ("MPI") has
entered into a conditional agreement with Bonatla shareholders holding 51,5% of
the Bonatla shares in issue to acquire their Bonatla shares ("the vendor"s
shares").
Subject to the satisfactory completion of a due diligence investigation, the
acquisition of the vendor"s shares will be implemented as part of an offer to
all Bonatla shareholders to acquire their Bonatla shares ("the proposed offer").
Offer consideration
In terms of the proposed offer, MPI will offer Bonatla shareholders 72 cents
in cash per Bonatla share. Bonatla shareholders are advised that the proposed
offer consideration has been based on publicly available information, and that
the final consideration may be amended upon finalisation of a due diligence
investigation. The maximum consideration payable in terms of the proposed offer
will not, however, exceed 75 cents per Bonatla share.
Conditions precedent
The proposed offer will be subject to the fulfilment of the following
conditions precedent:
* The completion by MPI of a due diligence investigation and the acceptance
by MPI, in its sole discretion, of the findings of such due diligence
investigation;
* The acceptance of the proposed offer in respect of more than 50% of the
Bonatla shares in issue;
* The approval of the proposed offer by the competition authorities in terms
of the Competition Act, 1998; and
* The approval of the proposed offer by the JSE Securities Exchange South
Africa and the Securities Regulation Panel ("SRP").
Irrevocable undertakings
MPI has obtained irrevocable undertakings to accept the proposed offer in
respect of 95 391 744 Bonatla shares representing 51,5% of the current issued
share capital of Bonatla. The irrevocable undertakings will not be binding in
the event that the final offer consideration is less than 72 cents per Bonatla
share.
Further cautionary
Bonatla shareholders will be advised of the status of the proposed offer once
the due diligence investigation has been completed, which is expected to be by
no later than Tuesday 8 April 2003. In the event that the results of the due
diligence investigation are accepted by MPI, the full terms of the proposed
offer will be announced in the press and on SENS. This announcement will include
the financial effects of the proposed offer, confirmation that the SRP is
satisfied that MPI has the resources available to implement the proposed offer
and opinions and recommendations in respect of the proposed offer.
Bonatla shareholders are therefore advised to continue to exercise caution in
dealing in their Bonatla shares until such a time as a further announcement
regarding the proposed offer, as well as the Redefine and Fairvest offers, is
made.
Johannesburg
13 March 2003
Sponsor to Bonatla
Grant Thornton Kessel Feinstein
Corporate Sponsors (Pty) Ltd
(Registration number 2000/003541/07)
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