| Tue 8 Apr 2003, 17:54 | | Gold Edge - Acquisition Of Properties; Capital Res |
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Gold Edge - Acquisition of properties; Capital restructuring; Changes to the
board and further cautionary
Gold Edge Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/021085/06)
Share code: GLE
ISIN: ZAE000016515
("Gold Edge")
Acquisition of properties; Capital restructuring; Changes to the board of
directors and Further cautionary announcement
1. Introduction
In an announcement dated 23 January 2003, shareholders were notified that Gold
Edge had entered into an agreement to acquire the entire issued share capital of
Daisy Street Investments 165 (Pty) Limited, a company represented by Mr N
Vontas. A subsequent agreement has been signed by the parties ("the acquisition
agreement"), replacing the first agreement, providing for, inter alia:
* the acquisition, by Gold Edge, of the entire issued share capital of IXIA
Trading 532 (Pty) Limited ("IXIA"), a company represented by Mr N Vontas ("the
acquisition"), subject to the fulfilment of the conditions precedent detailed in
paragraph 4 below;
* the restructuring of Gold Edge"s share capital into "A" and "B" linked units
("the capital restructuring"); and
* changes to the board of directors of Gold Edge.
2. The acquisition
The acquisition is the first phase of a larger transaction which will see Gold
Edge acquiring properties, during the course of the year, to the value of R480
million. The bond financing on these properties will not exceed 60% of the value
of the properties. The entire portfolio of properties will be acquired on a net
pre-interest yield of approximately 14.5% with escalations of approximately 8%
compounded annually.
Currently, IXIA has a property portfolio valued at approximately R176 million.
The property portfolio comprises 31 properties with a gross lettable area of 181
232 m2 situated in Gauteng. Gold Edge has satisfactorily completed a due
diligence investigation into IXIA and its property portfolio.
In terms of the acquisition agreement, Gold Edge will acquire the entire issued
share capital of IXIA for a total purchase consideration of R46 million which
will be satisfied by the issue of approximately 23 million new Gold Edge "A" and
"B" linked units (see paragraph 3 below).
As the capital restructuring has not yet been finalised, the financial effects
of the acquisition will only be disclosed in the circular to be issued to Gold
Edge shareholders, which circular will be published in due course.
3. Capital restructuring
Gold Edge intends restructuring its ordinary share capital into "A" and "B"
linked units, subject to shareholder approval. For every 100 Gold Edge ordinary
shares held, shareholders will receive 25 linked units. The directors are in the
process of finalising the capital restructuring and details thereof will be
disclosed in the circular to be issued to Gold Edge shareholders.
4. Conditions precedent
The acquisition remains subject to the fulfilment of the following conditions
precedent:
* securing the transfer of the bond finance relating to IXIA"s property
portfolio;
* all requisite regulatory approvals, including, to the extent necessary, the
approval of the JSE Securities Exchange South Africa ("JSE") and Securities
Regulation Panel;
* approval by Gold Edge shareholders in general meeting for the acquisition;
* approval by Gold Edge shareholders in general meeting for the capital
restructuring; and
* the Committee of the JSE granting approval for the listing of the new Gold
Edge "A" and "B" linked units.
5. Changes to the board of directors
Shareholders are notified that Messrs Colin Blacher and Selwyn Smith have
resigned as directors of Gold Edge and Messrs Max Brodie and Donald Johnston
have been appointed as non-executive directors, with immediate effect.
6. Opinion
The directors of Gold Edge have considered the terms and conditions of the
acquisition and the capital restructuring and are of the opinion that they are
fair and reasonable to Gold Edge shareholders and intend voting in favour of the
resolutions to implement the acquisition and capital restructuring.
7. Circular and further cautionary announcement
A circular, which is subject to the approval of the JSE, will be sent to
shareholders in due course. The circular will contain details of the acquisition
and its financial effects, the capital restructuring, and will incorporate a
notice of general meeting to Gold Edge shareholders.
As the financial effects of the acquisition have not yet been disclosed,
shareholders are advised to continue to exercise caution when dealing in their
Gold Edge shares until a further announcement and the circular are published.
Johannesburg
8 April 2003
Corporate adviser and sponsor
Bridge Capital
