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VENTER LEISURE AND COMMERCIAL TRAILERS LIMITED - ACQUISITION OF PAARDEKRAAL
PROPERTIES (PTY) LTD
VENTER LEISURE AND COMMERCIAL TRAILERS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER: 1985/070343/06)
SHARE CODE: VTL ISIN: ZAE 000007811
(`VENTEL`)
ACQUISITION OF 100% OF THE ISSUED SHARE CAPITAL OF PAARDEKRAAL PROPERTIES (PTY)
LTD
1. INTRODUCTION
Shareholders are advised that Ventel has entered into an agreement with Helam
Mining (Pty) Ltd dated 28 September 2004 (`the agreement`) to acquire 100% of
the issued share capital of Paardekraal Properties (Pty) Ltd (`PP`) for a
purchase consideration of R 1 million (`the acquisition`). The acquisition is
unconditional and is effective from 21 September 2004.
2. TERMS OF THE ACQUISITION
2.1 The asset
PP is a property holding company with its sole asset being portion 218
(remaining extent of portion 2) of the farm Paardekraal 226 IQ situated in
Martingale Avenue, Stormill, Roodepoort (`the property`). The property is 1.45
hectares in extent and is adjacent to Ventel`s existing premises in Roodepoort
2.2 Purchase consideration
The purchase consideration of R 1 million will be settled as follows:
* R 200 000 in cash on the date of signature of the agreement; and
* The balance of R 800 000 (`the balance`) in 24 consecutive equal monthly
installments starting on the first day of the first month following the month in
which the agreement was signed. The balance will bear interest at the prime
interest rate charged by First National Bank to its prime customers in the
private sector on overdraft facilities.
The purchase consideration will be funded out of the company`s own cash
resources and facilities.
2.3 Articles of association of PP
Ventel has confirmed to the JSE Securities Exchange South Africa (`JSE`) in
writing that the articles of association of PP will be amended to conform to
schedule 10 of the JSE Listings Requirements.
3. CATEGORISATION OF THE ACQUISITION
The acquisition is a Category 3 transaction in terms of section 9.5(a) of the
JSE Listings Requirements and as such no circular to shareholders is required.
4. REASONS FOR THE ACQUISITION
The property is adjacent to Ventel`s new premises in Roodepoort to which the
manufacturing facility is to be moved. It is intended to use the property as a
manufacturing and storage facility.
5. FINANCIAL EFFECTS OF THE ACQUISITION
The pro forma financial effects of the acquisition on Ventel are the
responsibility of the board of directors of the company and are presented below
for illustrative purposes only, based on the audited financial statements of
Ventel for the year ended 31 December 2003 and on the assumption that for
balance sheet purposes the acquisition was effected on 31 December 2003, and
that for income statement purposes, the acquisition was effective for the year
then ended:
Before After % change
Net asset value and 2,91 2,91 0%
tangible asset value per
share (cents)
Earnings per share 0,70 0,60 (14,3%)
(cents) (note 1)
Headline loss per share 0,52 0,42 (19,2%)
(cents) (note 1)
Number of shares in 50 495 50 495 0%
issue 094 094
Note:
1. The finance cost of the acquisition was assumed
to be 11% per annum.
Johannesburg
12 October 2004
SPONSOR
SASFIN CORPORATE FINANCE
A DIVISION OF SASFIN BANK LIMITED
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