| Thu 10 Mar 2005, 18:53 | | Bonatla - Preliminary Announcement Regarding The R |
|
Bonatla - Preliminary Announcement Regarding The Restructure Of Bonatla And
Release Date: 10/03/2005 17:55:45 Code(s): BNT
Bonatla - Preliminary Announcement regarding the Restructure of Bonatla and
Cautionary Announcement
Bonatla Property Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06)
CODE BNT ISIN ZAE000013694
(`Bonatla`)
Preliminary Announcement regarding the Restructure of
Bonatla and Cautionary Announcement
1 Introduction
In terms of a circular to shareholders of Bonatla dated 15th July 2003, which
was approved at a general meeting of shareholders on 6th August 2003, the
following corporate actions and disposals of Bonatla assets were implemented:
1.1 Momentum Property Investment (Pty) Limited acquired 32 properties from
Bonatla for a consideration of R435,439,194 payable in cash.
1.2 Ixia Trading 532 (Pty) Limited acquired 13 of the company`s properties for
a consideration of R80,707,000 which was settled by the issue of 9,022,199
B Class Linked Units in Alpina Investments Limited (`Alpina`), valued at
R17,707,000 and the balance in cash by raising mortgage bonds against the 13
properties.
1.3 VKV Properties (Pty) Limited acquired the entire issued share capital and
shareholders claims against Welkom Square Properties (Pty) Limited for
R10,400,000 cash.
1.4 Whirl Props (Pty) Limited acquired a property from Rara Avis (Pty)
Limited , a wholly owned subsidiary of Bonatla for R32,150,000 cash.
1.5 The Rooihuis Kraal property, situated at 143 Sarel Baard Crescent, was sold
to the tenants for R2,700,000 in cash.
1.6 The Avoca Industrial Park property in Hillcrest Durban was sold to Ellis-
Shy Investments (Pty) Limited for R3,550,000 cash.
1.7 In terms of the circular, a cash distribution of 50 cents per share was
made to shareholders on 11th February 2004 against an estimate cash holding
equivalent to approximately 52 cents per share.
1.8 It was also envisaged that the B Class Linked Units in Alpina would be
distributed to Bonatla shareholders, prorata to their shareholding. The
intention as stated in the circular was to unwind the company on completion of
the various distributions.
1.9 However, during March 2004 an interest rate swap agreement with Nedbank
Limited (`Nedbank`) with an exposure then of R12,000,000, which swap agreement
had been entered into on 29th November 2002 by the previous asset managers
Catalyst Property Asset Managers (Pty) Limited came to the notice of the Board
of Directors. It then became clear that no further distribution of cash or B
Class Linked Units in Alpina could be considered. At that stage the swap
agreement became a material post-balance sheet item in respect of the year ended
September 2003, and although audited and published, the financial statements of
the company were not finalised and signed, which resulted in the suspension of
the shares on the JSE Securities Exchange (`JSE`). The interest rate swap was
not resolved until the advent of the new board, and the restructuring of the
company.
2. Change of Control
2.1 On 3rd of December 2004 it was announced that Dreamworld Investments(Pty)
Limited acquired 105,000,000 Bonatla shares from various holders for a total
consideration of R525,000 or 0,5 cents per share.
2.2 An application was made to the Securities Regulation Panel to waive an
offer to the minority shareholders of Bonatla under the `de minimus` rule, which
ruling is still awaited.
Following the change of control, the Board of Directors of Bonatla was
reconstituted as follows:
Helen Teresa Dudlley
Arnold Bernard Platt
Max Harry Brodie
Robin Leslie Rainier
3. Current Developments
3.1 Following the restructure of the Board of Directors and management of
Bonatla in January 2005, the interest rate swap agreement with Nedbank has been
settled. Nedbank has agreed in principle to convert the full amount outstanding
in terms of the interest rate swap exposure, which currently totals
R26,133,491.55, to five year preference shares as follows:
3.1.1 R8,000,000 redeemable preference shares, to be redeemed in five years;
and
3.1.2 The balance to compulsory convertible preference shares.
3.2 The restructured board of directors , has resolved to re-establish value to
shareholders of Bonatla and increase the company`s property portfolio.
3.3 On 8 December 2004, an agreement was signed between Alpina and Bonatla
Property Holdings Limited (`Bonatla`) in terms of which Bonatla will acquire the
entire issued share capital and loan accounts of two of the principal property
owning subsidiaries of Alpina, i.e. Ixia Trading 532 (Pty) Limited (`Ixia`) and
Gold Edge II (Pty) Limited (`Gold Edge II`), for a total consideration of R1 533
774 to be settled by the repurchase of the 9 022 199 `b` class Alpina linked
units at 17 cents per linked unit.
The effective date of the Bonatla transaction is 7 January 2005, subject to the
successful conclusion of various conditions precedent.
Ixia and Gold Edge II own the following properties located in Johannesburg
(except where indicated otherwise):
- Bonatla House offices in Edenvale, Erkurhuleni;
- Merino Avenue warehouse in City Deep;
- John Street warehouse in Selby;
- Gothic House building in Linden;
- Hendrik Verwoerd Drive offices and retail in Kensington B, Randburg;
- Lepus Road warehouse in Crown Mines;
- Spoornet House offices in Braamfontein;
- Standard Bank offices in Bramley;
- VLC House offices in Rivonia;
- Manchester Park warehouse in Pinetown, KwaZulu Natal;
- SAB Building warehouse complex in Isando, Erkurhuleni; and
- Bond Street Centre office and retail complex in Kensington B, Randburg.
The agreement is subject to certain conditions precedent being met, including
but not limited to:
3.3.1 the shareholders approval in general meeting of Bonatla and Alpina;
3.3.2 the Competition`s Board authority, if applicable; and
3.3.3 compliance with the Rules and Regulations of the JSE and Securities
Regulation Panel.
3.4 a Heads of Agreement has been entered between Bonatla and Reginald
Bernstein for the acquisition of the shares and shareholders claims in Eagle
Creek Investments Pty) Limited , a property holding company for an amount of
R20,000,000, payable by the issue of Bonatla shares. This transaction is subject
to Bonatla Board of Directors` approval, and subject to Shareholders approval in
General Meeting and all regulatory approvals.
3.5 An agreement has been entered into with Momotheka Trade 23 (Pty) Limited
for the acquisition of Erf 177 Wynberg, for a consideration of R6,000,000. The
purchase price will be paid in cash of R3,000,000 and the balance by the issue
of Bonatla shares. This transaction has been approved by the Bonatla Board of
Directors, but is subject to raising a bond for R3,000,000 and shareholders
approval in General Meeting and all regulatory approvals.
3.6 The shares and claims in Stand 206 Van der Bijl Park (Pty) Limited were
disposed of for a consideration of R6,000,000 payable in cash. This transaction
is subject to shareholders approval in General Meeting and all regulatory
approvals.
3.7 Negotiations in respect of the acquisition of additional portfolios are
currently under way.
4. Financial Information
4.5 The audited results for 2003 are in the process of being finalised to take
into account the interest rate swap restructuring. The annual financial
statements will then be posted to Shareholders with the annual financial
statements for 30 September 2004
4.6 The audited financial results for year ended September 2004 are expected to
be published at the end of April 2005, together with the 6 monthly unaudited
interim results as at March 2005. Once the audited financial statements for 30
September 2004 and the unaudited interim results for 31 March 2005 have been
published it is expected that the listing of the Bonatla ordinary shares will
resume on the JSE.
5. Further Announcements and Cautionary
5.5 As the audited financial results for 30 September 2003 and 30 September
2004 are in the process of being finalised, the financial effects of the above
transactions cannot be calculated. In order to provide Shareholders with
meaningful information and financial effects the audit for the year ended 30
September 2004 must be completed as all the transactions contemplated in terms
of the circular dated 15 July 2003, referred to above had at 30 September 2004
been completed.
5.6 A further detailed announcement will be published as soon as is practical
giving the full details of the transactions referred to above and the financial
effects thereof.
5.7 Shareholders are accordingly advised to exercise caution when dealing with
their ordinary shares until the detailed announcement is made.
10 March 2005
Sponsor
Imara Corporate Finance South Africa (Pty) Limited
