| Wed 6 Aug 2003, 17:46 | | GILBOA PROPERTIES LIMITED - ANNOUNCEMENT |
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GILBOA PROPERTIES LIMITED - ANNOUNCEMENT
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 ABSOLUTE TILES
(PROPRIETARY) LIMITED ("Absolute Tiles")
The directors are pleased to announce that, in terms of an agreement signed on
04 August 2003, Gilboa has acquired 100% of the shares in and claims against
Absolute Tiles from AM Janse van Vuuren (25%), WP Boshoff (25%), JJ Serfontein
(25%), F van Zyl (20%) and the van Zyl Family Trust (5%) ("the vendors"). Mr JJ
Serfontein is a director of Gilboa. Mr AM Janse van Vuuren will be appointed to
the board of Gilboa as Chief Executive Officer.
Absolute Tiles commenced business in the first half of 2002 and purchases local
and imported tiles for resale to property developers and also has retail outlets
in Pretoria East and Fourways. Absolute Tiles also owns 49% in Absolute
Colleccions (Proprietary) Limited ("Absolute Colleccions"), which company has
applied for a prospecting permit for permission to mine slate, dimension stone
and other sedimentary deposits. Calulo Investments (Proprietary) Limited, a
black economic empowerment company, owns the other 51% in Absolute Colleccions.
The purchase price for the 100% shareholding is R10 000 000, to be settled
through the issue of 200 000 000 new shares in Gilboa at an issue price of 5
cents per share, which represents a premium to the current market price. The
acquisition will require the approval of Gilboa shareholders in general meeting
in terms of the JSE Listings Requirements. The issue of shares will not result
in a change in control of Gilboa.
The financial effect of the acquisition on the published interim audited
financial information of Gilboa, as though the acquisition had been in effect
for the period under review, on earnings for the six month period ended 31
December 2002 and on the net asset value as at 31 December 2002, is as follows:
Audited Pro forma Percentage
31 Dec 31 Dec change
2002 2002
Before After
Loss/Earnings per share (0,36) (0,12) 65,5%
(cents)
Headline loss/earnings per (0,36) (0,12) 65,5%
share (cents)
Net asset value per share 0,43 2,25 424,1%
(cents)
Tangible net asset value per (2,05) (1,08) 47,5%
share (cents)
Weighted average number of 298 423 498 423 67,0%
shares in issue (`000)
Shares in issue at year end 301 191 501 191 66,4%
(`000)
The audited profit before taxation of Absolute Tiles for the 11 month period
ended 28 February 2003 is R1 131 231, representing 9 months of operations. The
audited net asset value as at 28 February 2003 was R782 326. Due to the period
ends not being coterminous, the unaudited financial information for the six
months ended 28 February 2003 has been used to calculate the financial effects
as the results are considered to be more representative of the ongoing results
of Absolute Tiles. The profit before taxation for the six month period to 28
February 2003 amounted to R650 320.
The rationale for the acquisition is to inject assets, turnover and profits into
the Gilboa group in the related areas of both property and mining, which
continues to be the focus for the group at this moment in time. The transaction
is a related party transaction by virtue of the fact that JJ Serfontein is a
director of Gilboa and accordingly the acquisition will require the approval of
shareholders in general meeting. An independent fair and reasonable report will
be included in a circular to shareholders which will be posted to shareholders
in the near future.
Johannesburg
05 August 2003
Sponsor
Arcay Group Limited
Date: 06/08/2003 05:18:53 PM Produced by the JSE SENS Department
