| Thu 25 Jan 2007, 11:00 | | BNT - Bonatla - Acquisition and renewal of caution |
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BNT
BNT
BNT - Bonatla - Acquisition and renewal of cautionary announcement
BONATLA PROPERTY HOLDINGS LIMITED
(Registration number 1996/014533/06)
Share code: BNT & ISIN: ZAE000013694
("Bonatla" or "the Company")
Acquisition of certain properties and other assets and renewal of cautionary
announcement
Introduction
Shareholders are referred to the publication of the audited results of Bonatla
for the year ended 30 September 2006, which were published in the press on 29
December 2006, and which referred to certain transactions being finalized and
also advised shareholders to exercise caution in their share dealings until a
detailed announcement in this regard has been published.
Bonatla is now in a position to provide further details regarding a number of
these transactions to shareholders.
2. Rationale for the acquisitions
Pursuant to the restructuring of the Company, and the resolution of various
outstanding issues, the directors of Bonatla considered it prudent to acquire a
select but varied investment and development portfolio of property in order to
provide shareholders with a sustainable above market-related yield on their
investment in Bonatla. Properties in various locations with varying uses have
been selected in order to fulfil this ambition. In addition, and for the sake
of an element of diversification, a financial services acquisition has been
included in this group of acquisitions, details of which are given below.
All transactions are at arm`s length and there are no related parties, with the
exception of the following:
The asset managers of the Company, CDA Property Consultants (Pty) Limited, of
whom Carolyn Douglas, a director of Bonatla, is a director, will earn commission
on the following deals:
- Durban Point Development Company - R9 million (of which R2.25 million will be
utilized to introduce BEE partners)
- Bay Terrace Views - R100 000
- Joule Crescent - R100 000.
In the case of securities being acquired in another company, Bonatla shall
ensure that the articles of association of such companies shall be amended to
conform with Schedule 10 of the JSE Limited`s ("JSE") Listings Requirements.
3. Details of the Acquisitions
3.1 Durban Point Development Company
Bonatla has entered into an agreement dated 8 January 2007, with an addendum
dated 21 January 2007, with Renong Overseas Corporation SA (Pty) Limited
("Renong"), whereby Bonatla will effectively acquire all shares and claims that
Renong holds in Durban Point Development Company (Pty) Limited ("Durban Point")
for an aggregate consideration of R150 million, together with an amount relating
to commission and expenses totaling R39 million.
The Durban Point precinct is the beneficial owner of the remainder of erf 12524
Durban reg. div. FU, province of KZN, which land measures in extent
approximately 35000m2 with a residual unsold maximum bulk of 384800m2. The major
portion of the land is undeveloped and zoned for mixed use.
In terms of the agreement, R35 million will be paid in cash on the effective
date, being the first business day after the fulfillment of all conditions
precedent. A further R115 million will be payable either via a guarantee drawn
on a bank or financial institution, or by the issue to Renong of R115 million
renounceable shares in the share capital of Bonatla, to be settled by 30 April
2007. Should all conditions precedent pertaining to the acquisition not have
been fulfilled by this date, then the settlement shall occur within 30 days of
the effective date.
In addition to the purchase price, various commissions and expenses related to
the acquisition of Durban Point totaling R39 million will be settled by the
issue of 39 million Bonatla shares at R1 each. Part of the R39 million so raised
has been earmarked for the introduction of certain broad-based BEE groups into
Bonatla, and a further R11 million`s additional Bonatla shares will be issued to
further KwaZulu-Natal based BEE groups.
The current BEE partner`s rights have not been adversely affected by this
transaction.
Further financial information, together with information pertaining to the
rentable area, rental per square metre and an independent valuation report shall
be published as soon as it becomes available.
3.2 Bay Terrace Views
Bonatla has entered into an agreement dated 4 January 2007 with VLC Commercial
and Industrial Properties (Pty) Limited ("VLC"), in terms of which Bonatla has
agreed to purchase Sub 1 of Lot 10291, Durban, Sub 2 and 3 of Lot 10290 Durban,
Lot 10294 Durban, Rem Erf 10291, Durban, Erf 10297 Durban and Erf 10300 Durban
(collectively "Bay Terrace Views") with a site area of 3847 m2, for a purchase
price of R17 500 000 excluding VAT, payable in cash on date of transfer of the
property into the name of the purchaser, which date shall be the effective date
of the acquisition. The external market valuation of the property at current
market rental rates reflects a market value of R31 890 000.
The gross permissible bulk of the property is 30776m2
The purchase is subject to the provision of a bond of R12 000 000 by a financial
institution.
Further financial information, together with information pertaining to the
rentable area, rental per square metre and an independent valuation report shall
be published as soon as it becomes available.
3.3 Laeveldtrust 2001 (EDMS) BPK
Bonatla has entered into heads of agreement dated 10January 2007, with
Laeveldtrust 2001 (EDMS) BPK ("Laeveldtrust") represented by Mr Nico Van Zyl, to
purchase a portfolio of property situated in Mphumalanga for a total purchase
consideration of R73 436 000 inclusive of VAT, to be satisfied by the payment of
R37 000 000 raised in terms of a mortgage bond to registered over the
properties, and the balance of R36 436 000 to be satisfied by the issue of
Bonatla ordinary shares to that value.
The property portfolio being acquired is:
Property Gross lettable area Purchase price
Erf 1227 Nelspruit , 3 574 SQ M R7 600 000
Erf 1770 Nelspruit 7 932 SQ M R10 900 000
Erf 29 & 30 Nelspruit 7 141 sq m R3 200 000
Erf 147 Malelane 1 164 sq m R11 900 000
Erf 5&6 NELSPRUIT 5 467 SQ M R7 350 000
Erf 3028 Nelspruit 3 966 sq m R9 100 000
Erf 148 Malelane 452 sq m R2 160 000
Erf 975 Malelane 1 431 sq m R4 286 000
Erf 150 Nelspruit 1 094 sq m R5 200 000
Witrivier Centre 5 400 sq m R11 800 000
Further information shall be available once the formal agreement has been drawn
up and signed.
3.4 Shelley Beach
Bonatla has entered into an agreement with the Cedar Valley Family Trust ("Cedar
Valley"), represented by Derick John Sarkis, and Lance Sutherland Robertson to
purchase all property owned by Golden Pond Trading (Pty) Limited for a sum of
R65 000 000, which purchase price shall be satisfied by means of an irrevocable
guarantee of R52 000 000, and the balance to be paid by the issue of Bonatla
ordinary shares.
This property, being the remainder of erf 44 Shelley Beach, and measuring 213
700 m2 in extent, is situated on the Shelly Beach off ramp on the South Coast
opposite the South Coast Mall, with a total permissible bulk of 58000 m2.,
The proposed development of the currently vacant land will comprise 8000 m2 of
prime offices and50000 m2 of retail, most of which is already oversubscribed.
The agreement is subject to Bonatla completing to its satisfaction a due
diligence investigation, and the effective date of the acquisition shall be the
first business day after all suspensive conditions have been fulfilled.
Further financial information, together with information pertaining to the
rentable area, rental per square metre and an independent valuation report shall
be published as soon as it becomes available.
3.5 Stewart Scott
Bonatla has entered into an agreement dated 18 January 2007 with Scottwaal
Beleggings (Pty) Limited for the purchase of Erf 452 Shorts Retreat 1208 - 110
CB Downes Road, Mkondeni, measuring 6517 m2 in extent with a gross existing
lettable area of 1336 m2. , known as the Stewart Scott Building, for a purchase
consideration of R6 million, with R3 600 000 being paid in cash and the balance
by the issue of Bonatla ordinary shares.
The agreement is subject to Bonatla completing to its satisfaction a due
diligence investigation, and obtaining a finance facility in the amount of R3
600 000, an.d shall be effective once all suspensive conditions have been
fulfilled
Further financial information, together with information pertaining to the
rentable area, rental per square metre and an independent valuation report shall
be published as soon as it becomes available.
3.6 Joule Crescent
An agreement dated 23 December 2006 has been entered into with Waljon Property
Trust (Pty) Limited for the purchase of Erven 6981 and 6982 Pinetown Ext 66,
together with all improvements thereon, for the purchase price of R11 200 000
(including VAT). The site area is 6975 m2 and the gross lettable area is 4761
m2.
The purchase price will be satisfied by an initial payment of R3 200 000 in
cash, and the subsequent registration of a mortgage bond of R8 000 000 over the
property concerned.
The agreement is subject to a due diligence being conducted, obtaining a
property financing facility of R8 000 000, and the extension by the current
lessees of their leases. The effective date shall be the date on which all
suspensive conditions have been fulfilled.
Further financial information, together with information pertaining to the
rentable area, rental per square metre and an independent valuation report shall
be published as soon as it becomes available.
3.7 Gemini Moon
An agreement dated 15 January 2007 has been entered into with Gemini Moon
Trading 177 (Pty) Limited ("Gemini Moon") for the purchase of portion 2 of erf
19 Edenburg measuring 2000 m2 in extent with a gross lettable area of 1240 m2,
for the purchase consideration of R6 000 000 inclusive of VAT, to be satisfied
by the issue of R2 680 000`s worth of Bonatla shares, and the proceeds of a
mortgage bond to the value of R3 320 000.
The agreement is subject to the performance of a due diligence, and the
successful registration of a mortgage bond over the property, which is now in
place. The effective date shall be the date on which all suspensive conditions
have been fulfilled.
Further financial information, together with information pertaining to the
rentable area, rental per square metre and an independent valuation report shall
be published as soon as it becomes available.
3.8 Risklab
Heads of agreement dated 20 January 2007 have been entered into with actuarial
company Risklab (Pty) Limited ("Risklab") for an acquisition consideration of
R15 000 000. The entire consideration in respect of this acquisition will be
discharged by the issue of ordinary shares in Bonatla.
Risklab is engaged in management strategy and risk management consulting as well
as actuarial consulting to insurance companies and pension funds. The three
sectors of Risklab`s focus are Banks insurance companies and mining groups.
Risklab is a licensed financial services provider with the FSB (advisory and
intermediary) and has BEE status.
Further financial information shall be published as soon as it becomes
available, and the effective date shall be decided once a formal agreement has
been put in place.
4. CONDITIONS PRECEDENT
Aside from the conditions precedent detailed individually above, all of the
above agreements are subject to JSE Limited ("JSE"), Securities Regulation
Panel, Competition Commission and shareholder approval.
5. FINANCIAL INFORMATION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
A further announcement providing the financial effects of the acquisitions
detailed above will be made in due course. In addition further negotiations are
still in progress and accordingly, shareholders should continue to exercise
caution when dealing in Bonatla ordinary shares.
6. DOCUMENTATION
The acquisitions constitute a related party Category 1 transaction in accordance
with Listings Requirements of the JSE. Accordingly, a detailed circular,
together with a notice of general meeting, shall be posted to shareholders in
due course.
Sandton
25 January 2007
Sponsor
Vunani Corporate Finance (Pty) Limited
Date: 25/01/2007 11:00:55 Produced by the JSE SENS Department.
