| Mon 11 Sep 2006, 7:30 | | Wearne - Proposed acquisition of the business of W |
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WEA
WEA
Wearne - Proposed acquisition of the business of W De Bruyn Sandwerke and
various properties
W G Wearne Limited
(Incorporated in the Republic of South Africa)
Registration number: 1994/005983/06)
(JSE code: WEA & ISIN: ZAE000078002)
("Wearne" or "the company")
Proposed acquisition of the business of W De Bruyn Sandwerke and various
properties
1 INTRODUCTION
Shareholders are referred to the cautionary announcement dated 15 August
2006.
Wearne has, subject to the conditions precedent set out below, purchased
the business and moveable assets of W de Bruyn Sandwerke, as well as
various properties ("the transaction"). The details of the vendors and
prices are set out below.
In terms of the Listings Requirements of the JSE Limited ("JSE") the
proposed acquisition is classified as a category 3 transaction.
2 RATIONALE
Wearne is the largest black empowered, South African owned, ready mixed
concrete and aggregate supplier in the country. The company provides its
products to customers in the construction, housing and mining industries,
as well as for various government projects. The company"s stone crushing
and ready mixed concrete plants are strategically located in areas that
cover the Free State, Gauteng, North West and Limpopo provinces.
The acquisition of De Bruyn will provide Wearne with material required for
its ready mix concrete division, thereby reducing the company"s reliance on
third party suppliers of material. It will also increase Wearne"s market
share of the aggregate business in the Gauteng region.
3 DESCRIPTION OF THE BUSINESS OF W DE BRUYN SANDWERKE
W de Bruyn Sandwerke operates three sand and stone quarries on the west
Rand, currently producing in excess of 70 000 tons of stone and sand per
month. The quarries are strategically located to supply the aggregate
market in Gauteng. The mining life of each of the quarries is more than
twenty five years. W de Bruyn also operates a fleet of forty vehicles to
deliver its products to customers. The Muldersdrift property has a
significant residential value once mining operations have ceased.
4 TERMS AND CONDITIONS OF THE PROPOSED ACQUISITION
4.1 Wearne has, on 14 August 2006 entered into agreements with various
parties. The said agreements are indivisible and subject to the
conditions precedent in 6 below.
The agreements can be summarised as follows:
VENDOR SUBJECT MATTER PRICE
Willem de Business known as W de Bruyn R24 million
Bruyn Sandwerke as a going concern
W de Bruyn Moveable assets, especially R8 million
Sandwerke CC plant and vehicles
Willem de - Portion 7 (a portion of R60 million
Bruyn Portion 4) of the farm
Groenplaats No. 157,
Registration Division I.Q.,
Province of Gauteng, in
extent 42,2987 hectares;
- Remaining portion of
Portion 226 of the farm
Rietfontein 189, Registration
Division I.Q., Province of
Gauteng, in extent 12,3178
hectares;
- Portion 266 (a portion of
portion 226) of the farm
Rietfontein 189, Registration
Division I.Q., Province of
Gauteng, in extent 8,5653
hectares;
- Portion 185 of the farm
Rietvallei 180, Registration
Division I.Q., Province of
Gauteng, in extent 32,4907
hectares.
Willem de - Portion 286 (a portion of R12 million
Bruyn & portion 281) of the farm
Catharina Rietfontein 189, Registration
Wilhelmina de Division I.Q., Province of
Bruyn Gauteng, in extent 9,6148
hectares;
- Portion 267( a portion of
portion 226) of the farm
Rietfontein 189, Registration
Division I.Q., Province of
Gauteng, in extent 11,1349
hectares
Screened Sands Portion 285 (a portion of R6 million
(Pty) Ltd portion 281) of the farm
Rietfontein 189, Registration
Division I.Q., Province of
Gauteng, in extent 8,6358
hectares
W D Visser Portion 227 (a portion of R18 million
Beleggings portion 226) of the farm
(Pty) Ltd Rietfontein 189, Registration
Division I.Q., Province of
Gauteng, in extent 32,0180
hectares
Quarrywood CC - Portion 58 (a portion of R6 million
portion 45) of the farm
Rietvallei 180, Registration
Division I.Q., Province of
Gauteng, in extent 8,5653
hectares;
- Portion 57 (a portion of
portion 45) of the farm
Rietvallei 180, Registration
Division I.Q., Province of
Gauteng, in extent 8,5653
hectares
Muldersdrift Portion 287 (a portion of R6 million
Kwekery CC portion 281) of the farm
Rietfontein 189, Registration
Division I.Q., Province of
Gauteng, in extent 8,6358
hectares
Aggregate R140 million
price
4.2 Wearne entered into an agreement with Willem de Bruyn in terms of
which Wearne acknowledged the rights of mrs M.M. de Bruyn and/or
Gauteng Superette CC :
- as lessee of the structure known as the shop on plot 189,
Rietfontein; and
- as agent to transport sand on behalf of Willie de Bruyn Sandwerke
with four three tonne vehicles, on certain terms and conditions set
out in writing.
4.3 Wearne entered into an agreement with Willem de Bruyn in terms of
which Wearne may mine sand on a specified portion of De Bruyn"s
property, Portion 81 of the farm New Thorndale, on certain terms and
conditions, at an amount plus VAT per square metre depending on the
type of sand mined, subject to a minimum payment of R35 000 plus VAT
per month irrespective of the volume mined.
4.4 All the agreements are subject to warranties that are customary in
transactions of this nature.
4.5 Wearne has completed a due diligence investigation on W de Bruyn
Sandwerke to its satisfaction.
5 CONDITIONS PRECEDENT TO THE ACQUISITION
The proposed transaction is inter alia subject to the fulfilment of the
condition precedent that Wearne obtains the approval of the Competition
Commission.
6 PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the proposed transaction will be set out
in a subsequent announcement.
7. FURTHER CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcements referred to in 1 above,
shareholders are advised to continue exercising caution when dealing in the
company"s securities until the financial effects of the proposed
acquisition have been announced.
Johannesburg
11 September 2006
Designated adviser Exchange Sponsors
Attorneys Brink Cohen Le Roux Inc.
Warning: The listing of ordinary shares in the company is on ALTx.
Investors are advised of the risks of investing in a company listed on
ALTx. Investors are advised that the JSE does not guarantee the viability
or the success of a company listed on ALTx. In terms of the Listings
Requirements, the company is obliged to appoint and retain a Designated
Adviser, which is required to, inter alia, attend all board meetings held
by the company to ensure that all the Listings Requirements and applicable
regulations are complied with, approve the Financial Director of the
company and guide the company in a competent, professional and impartial
manner. If the company fails to retain a Designated Adviser, it must make
arrangements to appoint a new Designated Adviser within 10 business days,
failing which the company faces suspension of trading of its securities.
If a Designated Adviser is not appointed within 30 days of its suspension,
the company faces the termination of its listing without the prospect of an
appropriate offer to minority shareholders.
Date: 11/09/2006 07:30:09 AM Produced by the JSE SENS Department
