| Mon 12 Feb 2007, 16:47 | | BNT - Bonatla - Revised acquisition terms |
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BNT
BNT
BNT - Bonatla - Revised acquisition terms, appointment of new director and
further cautionary announcement
BONATLA PROPERTY HOLDINGS LIMITED
(Registration number 1996/014533/06)
Share code: BNT ISIN: ZAE000013694
("Bonatla" or "the Company")
REVISED ACQUISITION TERMS, APPOINTMENT OF NEW DIRECTOR AND FURTHER CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the SENS announcement dated 23 January 2007 and
the press announcement dated 30 January 2007 in which various acquisition
agreements were detailed, and are advised that the terms and conditions of two
agreements have been renegotiated.
2. THE STEWART SCOTT AGREEMENT
Bonatla entered into an agreement dated 18 January 2007 with Scottwaal
Beleggings (Pty) Limited ("Scottwaal"), which has been amended for the
purchase of all the shares and loan accounts of Scottwaal, whose primary asset
is Erf 452 Shorts Retreat 1208, 110 CB Downes Road, Mkondeni, measuring 6517m2
in extent with a gross existing lettable area of 1366m2. , 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 at an issue price of 80 cents per share. The weighted average rental
per square meter equates to R40, and the initial return before interest will
be 10.1% on the gross acquisition cost of R6 million.
The agreement was subject to Bonatla completing to its satisfaction a due
diligence investigation, which has now been completed, making the acquisition
effective as from 12 February 2007. The property has been valued by an
independent valuer at R6 million.
3. THE GEMINI MOON AGREEMENT
An agreement dated 15 January 2007 was entered into with Gemini Moon Trading
177 (Pty) Limited ("Gemini Moon"), which has been amended for the purchase of
all shares and loan accounts in Gemini Moon, whose primary asset is 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 3 350 000 Bonatla ordinary shares at an issue price
of 80 cents per share and the proceeds of a mortgage bond to the value of R3
320 000. The weighted average rental per square meter equates to R52, and an
initial return pre-interest of 10.2% on the gross acquisition cost of R6 000
000 is anticipated. The property has been valued at R6 000 000 by an
independent valuer.
The agreement was subject to the performance of a due diligence, which has now
been completed, resulting in the effective date of the transaction being 12
February 2007.
4. PRO FORMA FINANCIAL INFORMATION
The pro forma financial effects have been prepared for the purposes of this
transaction, and are the responsibility of the directors of Bonatla. As a
result of the nature of pro forma financial information, they may not fairly
present Bonatla`s financial position, changes in equity, results of operations
or cash flows, and are thus provided for illustrative purposes only.
Before After % After % After %
(Scottwaal) change (Gemini Change (Combined) change
Moon)
Earnings 0.09 0.19 111.1 0.14 55.5 0.24 166.7
per share
(cents)
Headline (2.59) (2.49) 4.1 (2.55) 2.0 (2.44) 5.8
(loss)/
earnings
per share
(cents)
Net asset 0.41 2.41 487.8 2.55 521.9 3.05 643.9
value per
share
(cents)
Net 0.41 2.41 487.8 2.55 521.9 3.07 648.8
tangible
asset
value per
share
(cents)
Weighted 185 347 188 347 1.62 188 697 1.81 191 697 3.4
number of
shares in
issue
(`000)
Number of 185 347 188 347 1.62 188 697 1.81 191 697 3.4
shares in
issue
(`000)
Notes:
1. The figures in the "Before" column were extracted from the published
audited results of Bonatla for the year ended 30 September 2006.
2. The earnings per share calculation in the "After" column is based on the
following assumptions:
The acquisition was effective from 1 October 2005.
Bonatla had a weighted average number of shares of 185 346 954 in issue
during the period.
3. The headline earnings per share calculation in the "After" column is
based on the same assumptions as the earnings per share calculation.
4. Net asset and net tangible asset value per share are based on the
following assumptions:
The net asset value and net tangible asset value of Bonatla reflected on
the balance sheet at 30 September 2006 are based on the audited value as
per the balance sheet at 30 September 2006.
The net asset value and net tangible value in the "After" column assumes
the transaction from 1 October 2005.
5. DOCUMENTATION
The acquisitions constitute a Category 3 transaction in accordance with
Listings Requirements of the JSE, and accordingly, no circular is required at
present.
6. APPOINTMENT OF NEW DIRECTOR
The board of Bonatla is pleased to announce the appointment of Mr Themba
Ngcobo (BComm Act) as a non-executive director of the company with immediate
effect. Mr Ngcobo is currently President of the Durban Chamber of Commerce,
was a founding director of Exel Petroleum, is the Chairman of Southern
Petroleum Investments, Deputy Chairman of uShaka Marine World, a director of
the Three Cities Group, and the Chairman of Business Partners (KwaZulu-Natal,
Mpumalanga and Eastern Cape Boards). He therefore brings a wealth of
experience to the board of Bonatla, and will assist the company in achieving
its BEE strategy both in KwaZulu-Natal and Gauteng.
7. FURTHER CAUTIONARY ANNOUNCEMENT
Further negotiations are still in progress and shareholders are therefore
advised to continue to exercise caution when dealing in their Bonatla shares.
Sandton
12 February 2007
Sponsor
Vunani Corporate Finance (Pty) Limited
Date: 12/02/2007 16:47:07 Produced by the JSE SENS Department.
