| Tue 12 Dec 2006, 13:13 | | AEC- Anbeeco - Acquisition And Proposed Restructur |
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AEC
AEC
AEC- Anbeeco - Acquisition And Proposed Restructuring
ANBEECO INVESTMENT HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1984/002788/06)
Share code: AEC & ISIN no: ZAE000000162
("Anbeeco" or "the company")
ACQUISITION OF SHARES IN A PROPERTY COMPANY, RELATED PARTY TRANSACTION,
CHANGE OF CONTROL, RESTRUCTURING OF SHARE CAPITAL, CHANGE OF NAME,
APPLICATION FOR TRANSFER OF ITS LISTING TO THE ALTX AND FOR AN INCREASE IN
THE NUMBER OF ITS LISTED SECURITIES, RENEWAL OF CAUTIONARY ANNOUNCEMENT
Acquisition and proposed restructuring
Anbeeco shareholders are advised that Anbeeco entered into an agreement
dated 8 December 2006 ("the acquisition agreement") for the acquisition of
all the issued shares in A Million Up Investments 105 (Pty) Limited ("AMU")
for a total consideration of R30 million plus the cash balance in AMU as at
the effective date of the acquisition. The purchase consideration shall be
settled by the issue of consideration shares in Anbeeco at an issue price
of 25 cents per share after the consolidation proposed below and a maximum
of R10 million in cash. Based on the maximum cash consideration of R10
million and a maximum cash balance in AMU of R50 million, a total 280
million shares of 25 cents each will be issued as consideration shares. The
sellers are GLM Investments (Pty) Limited, Gary Neil Shaff and Tessa Margot
Wolpe ("the vendors").
AMU`s assets will comprise of a property, 50% of the hotel business
operating company, Darwo Trading No 73 (Proprietary) Limited ("Darwo"), and
cash. The net amount of loans owing to shareholders of AMU amount to
approximately R11,3 million plus interest and is repayable in cash once AMU
has sufficient cash resources. The property is described as Erf 95150 and
situated at the corner of Orange Street and Grey`s Pass, Gardens, Cape
Town, within the Urban Development Zone of Cape Town. The property is to be
redeveloped into a five-star hotel complex, comprising 130 luxury hotel
suites, 12 penthouse apartments, 200 basement parking bays and a retail and
entertainment component of approximately 3 500 square metres. It is
anticipated that Darwo will outsource the management of the aforementioned
hotel to African Pride, the premium brand of the Protea Hotel Group. It
will be a luxurious five-star hotel and the flagship of the African Pride
brand.
AMU has secured finance in respect of the redevelopment of the property and
it is expected that the total cost to completion of the proposed
redevelopment will amount to approximately R420 million. The redevelopment
will be managed for Anbeeco by Newcity Group. AMU has embarked on a
marketing exercise in respect of the hotel suites as investment packages
and will continue with that process.
Messrs Chaim Cohen, the current Chairman of the company, and Gary
Itzikowitz, the CEO of the company, have both extensive experience in the
development and management of property and Mr Itzikowitz has previously
served on the boards of a number of listed property companies. They are
also both beneficial shareholders of GLM Investments (Pty) Limited and as a
result are deemed to be related parties. As such, they would have been
precluded from voting on the approval of the acquisition if they held any
shares in Anbeeco.
The acquisition agreement is subject to the following conditions precedent
being fulfilled by 31 May 2007:
* the reconstruction of Anbeeco`s share capital;
* approval by JSE Limited ("the JSE") and the Securities Regulation
Panel;
* approval of all the relevant proposals by Anbeeco shareholders in
general meeting, including an ordinary majority of independent
shareholders agreeing to waive an offer to minorities pursuant to the
change of control resulting from the acquisition.
The rationale for the acquisition is to reconstitute Anbeeco as a
diversified property development and investment group and, accordingly, to
change its name to Quantum Property Group Limited.
It is proposed to consolidate the existing Anbeeco shares in the ratio of
10:1 and then to restructure the share capital so as to constitute the
consolidated ordinary share capital as ordinary shares with a nominal value
of 1 cent per share. Pursuant to such share capital restructuring, the
consideration shares are expected to be issued at a premium of 24 cents per
share.
The effective date of the acquisition shall be the date of transfer of
Anbeeco`s listing to AltX. The acquisition agreement contains limited
reciprocal warranties, which are considered normal for a transaction of
this nature.
Detailed financial effects in relation to the abovementioned acquisition
will be published in due course, and will be followed by a circular to
shareholders containing details of the above proposals and a notice
convening a general meeting of Anbeeco shareholders to approve the
proposals referred to in this announcement. Such circular will also include
summary valuations reports by an external valuer in respect of the property
owned by AMU, both as at the anticipated effective date and upon completion
of the redevelopment. The company will remain under caution until the
financial effects of the acquisition are announced.
Anbeeco will apply to the JSE for approval in respect of inter alia the
acquisition, the transfer of Anbeeco`s listing to the AltX and for an
increase in the number of listed Anbeeco shares. Shareholders are cautioned
in the normal course in accordance with paragraph 9.25 of the Listings
Requirements of the JSE that there is no certainty whether or not the JSE
will allow the listing of the company to continue following the
acquisition.
Renewal of cautionary announcement
With reference to the cautionary announcement of 26 October 2006,
shareholders are referred to the announcement above and are advised that
Anbeeco is still engaged in other negotiations, which if successfully
concluded, may have a material effect on the price of Anbeeco shares.
Accordingly, shareholders are advised to continue exercising caution in
their dealings in Anbeeco shares until:
* a full announcement is made in regard to such negotiations; and
* the financial effects of the acquisition are announced.
12 December 2006
Sponsor
Merchant Sponsors
Date: 12/12/2006 13:13:01 Produced by the JSE SENS Department.
