| Thu 17 Jul 2003, 16:08 | | Gilboa - Acquisition Of 100% Of The Shares |
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Release Date: 17/07/2003 16:02:49 Code(s): GLB
Gilboa - Acquisition Of 100% Of The Shares In And Claim"s Against Stand 315
Waterkloof Ridge (Proprietary) Limited ("Waterkloof")
Gilboa Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
("Gilboa" or "the company")
ISIN Code: ZAE 000010286
Share code: GLB
ACQUISITION OF 100% OF THE SHARES IN AND CLAIM"S AGAINST STAND 315 WATERKLOOF
RIDGE (PROPRIETARY) LIMITED ("Waterkloof")
The directors are pleased to announce that Gilboa have acquired 100% of the
shares in and claims against Waterkloof from Elizabeth Jakoba Frederika de Beer,
a director of Gilboa, ("the vendor") with effect from 30 June 2003. Waterkloof
is a property holdings company holding a stand measuring 4 672 square metres
with a house thereon. Gilboa currently rents the property for its head office.
Due to a recent surge in development of properties in the immediate vicinity of
the offices, it is Gilboa"s intention to acquire the property, sub-divide it
into 4 stands and to co-develop these properties for resale.
The purchase price for the 100% shareholding of R3 674 000 has been determined
with reference to an independent property valuation, of which R2 million is to
be settled in shares, with the balance in cash of R1 674 000. The shares are to
be issued at a 10% discount to the 30 day weighted average market price from the
date of approval of the acquisition by shareholders in general meeting. The
cash portion is to be settled by R200 000 within 30 days of approval of the
acquisition with the balance payable after 12 months by Gilboa. The balance of
the purchase price will not attract interest for the 12 month period but to the
extent that the amount is not paid any remaining balance will attract interest
at prime.
The financial effect of the acquisition on the published audited financial
information of Gilboa as at 31 December 2002, as though the acquisition had been
in effect for the entire period under review, is as follows:
Audited Pro forma Percentage
31 Dec 31 Dec change
2002 2002
Before After
Loss per share (cents) (0,36) (0,27) (25,1)%
Headline loss per share (0,36) (0,27) (25,1)%
(cents)
Net asset value per share 0,43 0,82 91,0%
(cents)
Tangible net asset value per (2,05) (1,04) (49,2)%
share (cents)
Weighted average number of 298 423 398 423 33,5%
shares in issue (`000)
Shares in issue at year end 301 191 401 191 33,2%
(`000)
For purposes of the financial effects a share price of 2 cents per share has
been assumed. Shareholders are also reminded that various shareholder and
director loan accounts were capitalised at the company"s annual general meeting,
which effect is not reflected in the financial effects above.
The rationale for the acquisition is to restore the group to a solvent position,
to generate profits for the Gilboa group and to ensure that it continues to meet
the requirements for its listing on the JSE. The acquisition is a related party
transaction and is accordingly subject to the approval of shareholders in
general meeting. An independent fair and reasonable report will be included in
the circular to shareholders, which circular will contain details of this
acquisition, as well as the disposal of Gilboa House as previously announced,
and will be posted to shareholders in the near future.
Johannesburg
16 July 2003
Sponsor
Arcay Group Limited
Produced by the JSE SENS Department
