| Tue 19 Sep 2006, 16:00 | | Samrand - The disposal of Portion 174 |
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SMR
SMR
Samrand - The disposal of Portion 174, Vanderbijl Park No. 550 and further
cautionary announcement
SAMRAND DEVELOPMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1971/003132/06))
Share code: SMR & ISIN: ZAE000010419
("Samrand" or "the Company")
THE DISPOSAL BY SAMRAND OF PORTION 174, VANDERBIJL PARK No. 550 ("THE
DISPOSAL") AND FURTHER CAUTIONARY ANNOUNCEMENT
1. THE DISPOSAL
Shareholders are advised that an agreement dated 29 August 2006 has been
entered into by Samrand for the disposal of Portion 174, Vanderbijl Park
no. 550 ("the purchase agreement").
2. RATIONALE FOR THE DISPOSALS
Samrand has recently received a number of offers for certain portions of
land within its property portfolio. Accepting this offer will allow
Samrand to:
* settle its remaining obligations to Nedbank Limited insofar as
possible; and
* due to an increase in working capital, enable the company to apply to
the JSE Limited ("JSE") for the lifting of the suspension in the
trading of Samrand shares.
3. THE PURCHASE AGREEMENT
An offer of R30 000 000 (excluding VAT), which has been accepted by the
company in terms of the purchase agreement has been received from Emerald
Sky Trading 490 (Proprietary) Limited for portion 174 of the farm Van Der
Bijl Park 550, situated in Jan van Eck Road, Vanderbijl park. The land
being sold is an undeveloped, vacant stand.
4. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects have been prepared for the purposes of this
transaction. As a result of the nature of pro forma financial information,
they may not fairly present Samrand"s financial position, and are thus
provided for illustrative purposes only. The pro forma financial
information is the responsibility of the directors of Samrand.
Before After %
change
(Loss)/earnings per share (cents) (17.5) (0.6) 96.3
Headline (loss)/earnings per share (19.9) (3.0) 84.9
(cents)
Net asset value per share (cents) 48.4 65.2 34.7
Net tangible asset value per share 48.4 65.2 34.7
(cents)
Weighted average share price (cents) 48.4 65.2 34.7
Weighted number of shares in issue 136 163 266 136 163 266 0.0%
(`000)
Number of shares in issue (`000) 136 163 266 136 163 266 0.0%
Notes:
1. The above figures are based on the assumption that no other
transactions occurred during the year except for the disposals
mentioned in 3 above.
2. The figures are based on the year end results for the year ended
31 March 2006.
3. The effective date of the transactions is taken as 1 August 2006.
4 The repayment of the Nedbank judgment has not been taken into
account when calculating the pro forma financial effects of the
disposal as the final amount owing will only be calculated as at
date of payment, after taking into account all interest charges
and deducting rental received by Nedbank from the Flagship
Building, 1 Samrand Avenue, Midrand.
5. CONDITIONS PRECEDENT
The disposal are conditional upon the following:
* the approval of the Board of Samrand Development Holdings Limited
(this condition has been fulfilled);
* the approval of the Board of Samrand Development (Proprietary) Limited
(this condition has been fulfilled);
* the purchaser obtaining loan finance for the purchase price and costs;
and
* the approval of the shareholders of Samrand in general meeting.
6. OPINIONS, CONSENTS AND RECOMMENDATIONS
In accordance with the Listings Requirements of the JSE, Mills Fitchet have
been appointed as the independent property valuation experts to value the
property to be disposed of, and their valuations and valuation report will
be available in the circular to shareholders.
The directors of Samrand are of the opinion that the terms and conditions
of the disposal are fair and reasonable 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 Samrand shares.
7. SALIENT DATES AND TIMES
2006
Circular and notice of general meeting posted on Friday, 6 October
Last day for lodging form of proxy by 11:00am on Friday, 20 October
Pre-registration of shareholders at 10:30am on Tuesday, 24 October
General meeting of Samrand shareholders to be Tuesday, 24 October
held at 11:00 on
Results of general meeting released on SENS Tuesday, 24 October
Results of general meeting published in the press Wednesday, 25
on October
7. CIRCULAR TO SHAREHOLDERS AND GENERAL MEETING
The general meeting will be convened for 11:00 on Tuesday, 24 October 2006
in the boardroom of Van Der Merwe Du Toit Inc, Brooklyn Place, cnr
Bronkhorst and Dey Streets, Brooklyn, Pretoria, for the purpose of
considering, and if deemed fit, passing with or without modification, the
resolutions required to approve and implement the disposal. Pre-
registration of shareholders will take place for the 30 minutes prior to
the general meeting.
A circular to shareholders detailing the transaction will be posted to
shareholders on or about 6 October 2006.
9. RELATED PARTY
Shareholders are advised that this transaction does not constitute a
related party transaction.
10. RENEWAL OF CAUTIONARY
Further negotiations regarding various other disposals are still in
progress, and shareholders are thus advised to continue to exercise caution
when dealing in their Samrand shares.
PRETORIA
19 September 2006
Sponsor
Vunani Corporate Finance (Pty) Limited
Date: 19/09/2006 04:00:05 PM Produced by the JSE SENS Department
