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Bonatla -
BONATLA PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06)
Share code: BNT ISIN: ZAE000013694
("Bonatla" or "the company")
OFFERS RECEIVED FOR THE ENTIRE PROPERTY PORTFOLIO AND FURTHER
CAUTIONARY
Introduction
Further to the detailed cautionary announcement published on 13 March 2003, in
which shareholders were advised that Momentum Property Investments (Proprietary)
Limited ("MPI") had entered into a conditional agreement with Bonatla
shareholders holding 51.5% of the Bonatla shares in issue ("the major
shareholders") to acquire their Bonatla shares and that subject to the
completion of a satisfactory due diligence, MPI would offer Bonatla shareholders
72 cents per share in cash ("the earlier agreement"), Bonatla shareholders are
hereby advised that Bonatla has received the following written offers which are
independent of each other:
- MPI, to acquire directly or indirectly 34 of the company"s properties ("the
MPI properties") for a price of R467 million payable in cash and / or the
assumption of mortgage bond liabilities relating to the MPI properties. Bonatla
has been advised that MPI will not be making the offer contemplated in the
earlier agreement. The offer to acquire the MPI properties replaces the earlier
agreement.
- Ixia Trading 532 (Proprietary) Limited ("Ixia"), to acquire directly or
indirectly 15 of the company"s properties ("the Ixia properties") for a price of
R86 million payable by the issue of securities in Gold Edge Holdings Limited
("Gold Edge") (readers are referred to the separate announcement by Gold Edge
("the Gold Edge announcement")) to the value of R14 million and the assumption
of the mortgage bond liabilities relating to the Ixia properties; and
- VKV Properties (Proprietary) Limited ("VKV"), to acquire 100% of the issued
share capital of and shareholder claims against Welkom Square Properties
(Proprietary) Limited, which is the owner of one property, for a price of R10.4
million payable in cash; (collectively, "the transactions").
Implementation of the transactions will result in Bonatla disposing of its
entire property portfolio. The transactions are not, however, interdependent,
and can be implemented separately.
Rationale for the transaction
The shareholder wealth inherent in Bonatla has not been reflected in Bonatla"s
share price due, in the main, to a combination of high interest rates, the level
of borrowings and the high returns expected on listed property shares in current
market conditions. The transactions will allow Bonatla to unlock the underlying
value of its properties, thereby enhancing available shareholder value. Should
the transaction be approved, the company"s assets will consist largely of cash
and linked units in Gold Edge, and the continued listing remains subject to the
JSE Securities Exchange South Africa.
Conditions precedent
The conditions precedent to which the transaction are subject are:
- the conclusion of final sale and purchase agreements regarding the MPI
properties and the Gold Edge properties;
the approval of the transactions by the JSE Securities Exchange South Africa and
the Securities Regulation Panel;
- the passing by Bonatla shareholders of ordinary resolutions approving the
transactions;
- the passing by Gold Edge shareholders of the necessary ordinary and special
resolutions approving the purchase of the Ixia properties by Gold Edge and its
conversion into a loan stock company as outlined in the Gold Edge announcement;
the conclusion of a sale agreement over the company"s property in Jansen Road,
Jet Park or the guarantee by Bonatla of the outstanding lease commitments (this
property is one of the MPI properties, and has been sold by Bonatla, but MPI
require either for it to be unsold or the added security of a guarantee in
respect of the lease commitments); and
- the approval of the transactions by the competition authorities in terms of
the Competition Act, 1998.
Financial effects of the transactions and further cautionary announcement
The financial effects of the transactions cannot yet be calculated as the
company is awaiting confirmation on the outstanding mortgage bond balances. The
financial effects will be communicated to shareholders once they have been
calculated. Shareholders are advised to continue to exercise caution when
dealing in the company"s shares until the financial effects have been made
known.
Opinions
The transactions will be subject to a fair and reasonable report by an
independent financial adviser.
Circular
A circular containing full details of the transactions is in the course of
preparation and will be posted to shareholders as soon as it is available.
Sandton
13 May 2003
Merchant Bank Attorneys to Sponsor to Attorneys to
to MPI MPI Bonatla Bonatla
RMB Hofmeyrs LPC Manhattan Vining Camerer
Inc
Date: 15/05/2003 07:01:05 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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