| Fri 19 Mar 2004, 13:25 | | DISPOSAL BY DORBYL OF PROPERTY IN ISANDO |
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DORBYL LIMITED - DISPOSAL BY DORBYL OF PROPERTY IN ISANDO
DORBYL LIMITED
Incorporated in the Republic of South Africa
Registration number 1911/001510/06
Share code: DLV ISIN code: ZAE 000002184
("Dorbyl" or "the Group")
Disposal by Dorbyl of property in Isando
1. THE DISPOSAL
1.1 Shareholders are advised that Dorbyl has entered into an agreement with
Quantum Capital Limited, a property trader ("the purchaser"), for the disposal
by Dorbyl of Portion 1 of Erf 509, Isando Extension 4, Gauteng, comprising
industrial property with factories, warehouse and offices thereon ("the
property") to the purchaser and for Dorbyl to assign to the purchaser Dorbyl"s
rights and obligations in respect of the lease of the property ("the lease")
with effect from registration of transfer of the property ("the disposal").
1.2 The disposal and the implementation thereof is subject to the fulfilment of
certain conditions precedent as described in 5 below.
1.3 The effective date of the disposal will be the date of registration of
transfer of the property, which is expected to be 1 May 2004 or shortly
thereafter.
2. RATIONALE FOR THE DISPOSAL
The property is subject to a long term lease and is occupied by one of the
operations that previously formed part of the Group. As the Group has no
strategic interest in the property, it has, for some time, been endeavouring to
dispose of the property.
3. CONSIDERATION
3.1 The gross disposal consideration for the property is R57 million. The net
disposal consideration, after deducting agent"s commission and other minor
incidental costs, amounts to approximately R54 million ("the net
consideration").
3.2 Subject to fulfilment of the conditions precedent set out in 5 below,
payment of the gross disposal consideration will be secured by a guarantee from
a reputable financial institution.
3.3 The gross disposal consideration will be settled in cash against
registration of transfer of the property into the name of the purchaser.
3.4 The proceeds of the disposal will be invested within the Group when
opportune and/or used for ongoing working capital requirements.
4. FINANCIAL EFFECTS
4.1 The table below sets out the unaudited pro forma financial effects of the
disposal on the earnings, headline earnings, net asset value and tangible net
asset value per Dorbyl share, based on the assumptions that:
4.1.1 for purposes of the earnings and headline earnings per share calculations:
- the disposal was effective during the interim period of six months ended 30
September 2003; and
- the net consideration was received on 1 April 2003 and that such consideration
was invested to earn an after-tax return of 8% during the interim period ended
30 September 2003;
4.1.2 for purposes of the net asset value and tangible net asset value per share
calculations, the disposal was effected on 30 September 2003.
Unaudited Pro forma
(1)
Before After Change
(cents) (cents) (%)
Earnings per share (2) 211,9 201,2 (5,0)
Headline earnings per share (2) 118,5 119,1 0,5
Net asset value per share at
30 September 2003 (3) 2 173,0 2 162,5 (0,5)
Tangible net asset value per
share at 30 September 2003 (3) 2 096,5 2 086,0 (0,5)
Notes
(1) Extracted from the published unaudited interim financial statements of
Dorbyl for the six months ended 30 September 2003.
(2) Based on a weighted average of 33,12 million shares in issue during the
interim period ended 30 September 2003.
(3) Based on 33,16 million shares in issue at 30 September 2003.
4.2 The financial effects contained in the table in 4.1 above have been prepared
for the purposes of illustrating how the disposal would have affected the
relevant financial ratios of Dorbyl for the historic financial period indicated
and are pro forma only. Accordingly, such effects do not necessarily represent a
true reflection of the financial effects of the disposal on Dorbyl"s current and
future earnings and net asset value.
5.CONDITIONS PRECEDENT
The disposal and its implementation is subject to the fulfilment of the
following conditions precedent:
- the completion of a due diligence investigation of the property and the lease
to the satisfaction of the purchaser and its capital providers;
- the Competition Commission approving the disposal; and
- the purchaser obtaining funding for the payment of the disposal consideration
by 19 April 2004 or such later date as the parties may agree in writing.
Johannesburg
19 March 2004
Sponsor
PSG Capital
Date: 19/03/2004 01:10:27 PM Produced by the JSE SENS Department
