| Wed 24 Jan 2007, 16:51 | | SMR - Samrand - Settlement agreement between Samra |
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SMR
SMR
SMR - Samrand - Settlement agreement between Samrand and NRB Risk Solutions
Limited 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")
SETTLEMENT AGREEMENT BETWEEN SAMRAND AND NRB RISK SOLUTIONS LIMITED AND FURTHER
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that a settlement agreement has been entered into
between Samrand and the Receivers for NRB Risk Solutions Limited (formerly
New Republic Bank Limited) ("NRB").
2. BACKGROUND
During November 1998, NRB advanced the sum of R50 million on behalf of
Samrand. On 20 September 2002, NRB instituted a liquidation application
against Samrand, and subsequent to this an action against Samrand on 12
February 2004. Samrand has disputed the amount of the claim on the grounds
that the amount had been repaid by a third party, and that the claim had
prescribed. The case was due to be heard by the High Court during February
2007.
3. THE SETTLEMENT AGREEMENT
3.1 Samrand and NRB ("the parties") have now reached a settlement
agreement whereby Samrand undertakes to pay the sum of R120 million in
full and final settlement of the claim, together with interest on the
outstanding amount calculated at the prime rate as determined by ABSA
or First National Bank from time to time plus 2 percent, calculated
from 1 August 2007, by 31 January 2008.
3.2 Samrand shall repay the amount owing to NRB by utilising 75% of the
nett proceeds of the disposal of as yet undecided portions property
within the company`s property portfolio.
3.3 As security for the undertaking, Samrand shall register a first
mortgage bond in favour of NRB over the entire property portfolio of
Samrand, which mortgage bond shall remain until such time as the debt
to NRB has been discharged in full.
3.4 The parties have further agreed that the matter to be heard by the
High Court during February 2007 be adjourned and removed from the
trial roll, and on fulfilment of the conditions precedent, that the
settlement agreement be made an Order of Court. In addition, the
Receivers for NRB have undertaken to file a notice of withdrawal of
the liquidation application brought against Samrand in November 2002.
4. CONDITIONS PRECEDENT
The settlement agreement is subject to:
- the approval of shareholders of Samrand in general meeting; and
- the cancellation of any or all mortgage bonds which may be registered
currently over the immoveable property owned by Samrand.
5. 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 After After % change
Disposal Agreement (combined) (combined)
(Loss)/ (26.5) (0.1) 35.2 49.4 286.44
earnings per
share
(cents)
Headline (26.5) (0.1) (0.3) (12.3) 53.70
(loss)/
earnings per
share
(cents)
Net asset 21.9 36.1 83.5 97.8 346.35
value per
share
(cents)
Net tangible 21.9 36.1 83.5 97.8 346.35
asset value
per share
(cents)
Weighted 21.9 36.1 83.5 97.8 346.35
average
share price
(cents)
Weighted 136 163 266 136 163 266 136 163 266 136 163 266 0.0%
number of
shares in
issue (`000)
Number of 136 163 266 136 163 266 136 163 266 136 163 266 0.0%
shares in
issue
(`000)
Notes:
1. The above figures are based on the reviewed interim results of Samrand
for the six months ended 30 September 2006.
2. The above figures are based on the assumption that no other
transactions were finalised during the year with the exception of the
settlement of the NRB claim and the disposal of Portion 174 Van Der
Bijl Park which was approved by shareholders in general meeting on
Tuesday, 7 November 2006.
3. Interest has been calculated at the rate of prime plus 2% for the
period 1 August 2007 to 31 January 2008.
4. The effects of the disposal of Portion 174 are included due to the
fact that the disposal occurred after 30 September 2006, being the
latest period for which financial results were published.
5. The earnings per share and headline earnings per share in the "after
disposal" column are based on the assumption that the disposal of
Portion 174 was effective from 1 January 2007.
6. The earnings per share and headline earnings per share in the "after
agreement" column are based on the assumption that the settlement
agreement was effective from 31 January 2007.
7. The net asset value per share and net tangible asset value per share
in the "after disposal" column are based on the assumption that the
of Portion 174 was effective from 1 January 2007.
8. The net asset value per share and net tangible asset value per share
in the "after agreement" column are based on the assumption that the
settlement agreement was effective from 31 January 2007.
9. The earnings per share and headline earnings per share calculations
are based on the weighted average number of shares in issue.
6. OPINIONS, CONSENTS AND RECOMMENDATIONS
The directors of Samrand are of the opinion that the terms and conditions
of the settlement agreement 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
2007
Circular and notice of general meeting posted on Monday, 26 February
Last day for lodging form of proxy by 11:00am on Friday, 9 March
Pre-registration of shareholders at 10:30am on Tuesday, 13 March
General meeting of Samrand shareholders to be Tuesday, 13 March
held at 11:00 on
Results of general meeting released on SENS Tuesday, 13 March
Results of general meeting published in the press Wednesday, 14 March
on
8. CIRCULAR TO SHAREHOLDERS AND GENERAL MEETING
The general meeting will be convened for 11:00 on Tuesday, 13 March 2007 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 settlement agreement.
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 26 February 2007.
9. RENEWAL OF CAUTIONARY
Further negotiations regarding various other issues are still in progress,
and shareholders are thus advised to continue to exercise caution when
dealing in their Samrand shares.
PRETORIA
24 January 2007
Sponsor
Vunani Corporate Finance (Pty) Limited
Auditors
Meagher Moyhinan
Date: 24/01/2007 16:51:01 Produced by the JSE SENS Department.
