| Thu 18 Dec 2003, 17:56 | | Acquisition Of 51% Of The Shares In And Claims Aga |
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Gilboa - Acquisition Of 51% Of The Shares In And Claims Against Absolute
Colleccions (Proprietary) Limited;
Introduction Of Empowerment Shareholder, Proposed Change Of Name And
Sector Classification And Renewal Of Cautionary 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 51% OF THE SHARES IN AND CLAIMS AGAINST ABSOLUTE COLLECCIONS
(PROPRIETARY) LIMITED (Absolute Colleccions), INTRODUCTION OF EMPOWERMENT
SHAREHOLDER, PROPOSED CHANGE OF NAME AND SECTOR CLASSIFICATION AND RENEWAL OF
CAUTIONARY ANNOUNCEMENT
The directors are pleased to announce that, in terms of an agreement signed on
15 December 2003, Gilboa has, through its wholly owned subsidiary Absolute Tiles
(Proprietary) Limited (Absolute Tiles), acquired the remaining 51% of the
shares in and claims against Absolute Colleccions, from Calulo Investments
(Proprietary) Limited (Calulo), a black economic empowerment company. This
will result in Absolute Tiles holding 100% in Absolute Colleccions.
Absolute Colleccions commenced business in the second half of 2003 when it
applied for a mining permit for permission to mine slate, dimension stone and
other sedimentary deposits. Subsequently, Absolute Colleccions has acquired an
interest in a quartzite deposit.
The purchase price for the 51% shareholding is R12 000 000, to be settled
through the issue of 100 000 000 new shares in Gilboa at an issue price of 12
cents per share, which represents a premium to the current market price. The
shares will be issued to Calulo which will result in Calulo owning approximately
15% in Gilboa. The issue of shares will not result in a change in control of
Gilboa.
The acquisition will require the approval of Gilboa shareholders in general
meeting in terms of the JSE Listings Requirements and is subject to the approval
of the transfer of Gilboa to the Other minerals extractors and mines sector or
other appropriate sector of the Main Board of the JSE Securities Exchange South
Africa
The financial effect of the acquisition on the published financial information
of Gilboa, as though the acquisition had been in effect for the period under
review, on earnings for the year ended 30 June 2003 and on the net asset value
as at 30 June 2003, is set out below. In addition, on 13 November 2003,
shareholders approved a disposal and two acquisitions and the financial effect
of the acquisition on the pro forma historical information of Gilboa, as though
the acquisition had been in effect for the period under review, on pro forma
earnings for the year ended 30 June 2003 and on the pro forma net asset value as
at 30 June 2003, is also set out below.
Unaudited Pro % Pro forma Pro forma %
30 Jun forma change 30 Jun 30 Jun change
2003 30 Jun 2003 2003
Before 2003 Before After
After
Loss/Earnings per (0,58) (0,45) 22% (0,38) (0,33) 13%
share (cents)
Headline (0,58) (0,45) 22% (0,28) (0,24) 14%
loss/earnings per
share (cents)
Net asset value per 1,61 3,90 142% 2,31 3,59 55%
share (cents)
Tangible net asset (0,50) (0,39) 22% 0,11 0,10 (9%)
value per share
(cents)
Weighted average 352 384 452 384 28% 654 523 754 523 15%
number of shares in
issue (`000)
Shares in issue at 354 523 454 523 28% 654 523 754 523 15%
year end (`000)
The rationale for the acquisition is to increase the shareholding in the mining
opportunities and to introduce empowerment shareholding in Gilboa in line with
the Mining Charter. The company is in the process of making an application for
the transfer of its listing to the Main Board of the JSE under the Other
minerals extractors and mines sector. At the same time the company intends
changing its name to Absolute Holdings Limited. A circular will be forwarded to
shareholders and a further announcement incorporating salient dates will be made
in due course.
Renewal of cautionary announcement
As the agreement is subject to, inter alia, the approval by the JSE of a
transfer of sector, shareholders are advised to continue to exercise caution
when dealing in their securities until a further announcement is made.
Johannesburg
17 December 2003
Sponsor
Arcay Group Limited
Date: 18/12/2003 05:18:03 PM Produced by the JSE SENS Department
