| Wed 3 May 2006, 11:00 | | Bonatla - The Disposal by Bonatla of Stand 206 Van |
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BNT
BNT
Bonatla - The Disposal by Bonatla of Stand 206 Vanderbijlpark (Pty) Limited
BONATLA PROPERTY HOLDINGS LIMITED
(Registration number 1996/014533/06)
Share code: BNT & ISIN: ZAE000013694
("Bonatla" or "the company")
THE DISPOSAL BY BONATLA OF STAND 206 VANDERBIJLPARK (PTY) LIMITED ("THE
DISPOSAL")
1. THE DISPOSAL
Shareholders are advised that an agreement has been entered into by Bonatla
for the disposal of the entire issued share capital, assets and loan
accounts of Stand 206 Vanderbijlpark (Pty) Limited ("Stand 206").
2. RATIONALE FOR THE DISPOSAL
Due to the decline in rental income generated by Stand 206 recently, the
decision was taken to dispose of Stand 206, in order for the company to
focus on more profitable businesses.
3. THE PURCHASE AGREEMENT
A net offer of R345 000 has been received from Exclusive Access Trading
(Pty) Limited ("the purchaser") for the purchase of the entire issued share
capital, assets and loan accounts of Stand 206.
The offer is subject to the purchaser obtaining a property facility not
exceeding R2.2 million. All loan accounts in Stand 206 will be purchased
and paid for by the purchaser, to a maximum of R3 460 000. This equates to
a gross consideration of R6 million.
The effective date of the transaction is 7 October 2005, subject to
shareholder approval.
4. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects have been prepared for the purposes of this
transaction, and are the responsibility of the directors of Bonatla. As a
result of the nature of pro forma financial information, they may not fairly
present Bonatla"s financial position, changes in equity, results of
operations or cash flows, and are thus provided for illustrative purposes
only.
Before After %
change
(Loss)/earnings per share (cents) (8.51) (8.71) (2.36)%
Headline (loss)/earnings per (8.51) (8.71) (2.36)%
share (cents)
Net asset value per share (cents) (13.87) (14.07) (1.44)%
Net tangible asset value per (13.87) (13.87) (1.44)%
share (cents)
Weighted average share price 1 1 0%
(cents)
Weighted number of shares in 185 347 185 347 0%
issue (`000)
Number of shares in issue (`000) 185 347 185 347 0%
Notes:
1. The figures in the "Before" column were extracted from the
published audited results of Bonatla for the year ended 30
September 2005.
2. The loss per share calculation in the "After" column is based on
the following assumptions :
* The disposal was effective from 1 October 2004.
* Interest would have been earned on the cash consideration for
the period at an after tax interest rate of 7.35%.
* Bonatla had a weighted average number of shares of 185 346
954 in issue during the period.
3. The headline earnings per share calculation in the "After" column
is based on the same assumptions as the earnings per share
calculation, except for the exclusion from headline earnings of
the capital profit on the sale of the investment.
4. Net asset and net tangible asset value per share are based on the
following assumptions:
* The net asset value and net tangible asset value of Bonatla
reflected on the balance sheet at 30 September 2005 are based
on the same value of R26.08 million.
* The net asset value and net tangible value in the "After"
column assumes the transaction from 1 October 2004.
5. CONDITIONS PRECEDENT
The disposals are conditional upon the following:
* the purchaser obtaining a property finance facility not exceeding
R2.2 million by 31 October 2005;
* the approval of the shareholders of Bonatla in general meeting;
and
* the approval of the necessary authorities.
6. OPINIONS, CONSENTS AND RECOMMENDATIONS
The directors of Bonatla are of the opinion that the terms and conditions of
the disposal are beneficial to shareholders, and advise shareholders to vote
in favour of the resolutions to be proposed at the general meeting. The
directors directly holding shares have all indicated their intention to
vote, where they are permitted to do so, in favour of all the resolutions at
the general meeting in respect of their own holdings of Bonatla shares.
7. SALIENT DATES AND TIMES
2006
Circular and notice of general meeting Thursday, 15 June
posted on
Last day for lodging form of proxy by Wednesday, 28 June
8:30am on
General meeting of Bonatla shareholders Friday, 30 June
to be held at 8:30am on
Results of general meeting released on Friday, 30 June
SENS
Results of general meeting published in Monday, 3 July
the press on
Any changes to the above dates and times will be published on SENS.
8. CIRCULAR TO SHAREHOLDERS AND GENERAL MEETING
The JSE have ruled that this transaction is a Category one disposal, and
therefore shareholder approval is required. A general meeting of
shareholders will be convened for 8:30 on Friday, 30 June 2006 in the
boardroom of Vining Camerer Inc, Ground Floor, 43 Wierda Road West, Wierda
Valley, Sandton for the purpose of considering, and if deemed fit, passing
with or without modification, the resolutions required to approve and
implement the disposal.
A circular to shareholders detailing the transaction will be posted to
shareholders on or about 15 June 2006.
9. RELATED PARTY
Shareholders are advised that this transaction does not constitute a related
party transaction.
10. RENEWAL OF CAUTIONARY
The cautionary to shareholders dated 13 April 2006 is hereby renewed, as
further negotiations regarding various other transactions are still in
progress. Shareholders are thus advised to continue to exercise caution
when dealing in their Bonatla shares.
2 May 2006
SANDTON
Sponsor
Vunani Corporate Finance (Pty) Limited
Date: 03/05/2006 11:00:14 AM Produced by the JSE SENS Department
