| Fri 23 Feb 2007, 16:47 | | BNT - Bonatla - Acquisition Of Dalefern Properties |
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BNT
BNT
BNT - Bonatla - Acquisition Of Dalefern Properties (Proprietary)
Limited And Further Cautionary Announcement
BONATLA PROPERTY HOLDINGS LIMITED
(Registration number 1996/014533/06)
Share code: BNT & ISIN: ZAE000013694
("Bonatla" or "the Company")
ACQUISITION OF DALEFERN PROPERTIES (PROPRIETARY) LIMITED AND FURTHER CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
In terms of an agreement signed on 22 February 2007, the board of directors of
Bonatla is authorized to announce the acquisition of Dalefern Properties
(Proprietary) Limited ("Dalefern"), for a purchase price of approximately
R131 million.
2. BACKGROUND
Dalefern has as its sole asset, the Saxum Group of Companies, comprising Saxum
Reinsurance Limited (formerly Gremling Reinsurance South Africa), Saxum
Insurance Limited and Bibleman Holdings (Proprietary) Limited.
3. DETAILS OF THE AGREEMENT
In terms of the acquisition agreement, Bonatla shall acquire the entire issued
share capital of Dalefern for a consideration of approximately R131
million, to be satisfied by the issue of 163 750 000 ordinary Bonatla
shares at an issue price of 80 cents per share. Furthermore, in terms of
the acquisition agreement, two subsidiaries of the Saxum Group, namely
Saxum Insurance and Bibleman Holdings (Proprietary) Limited, will be sold
back to the vendors of the Saxum Group, being Bundobust 12 (Proprietary)
Limited, for a cash disposal consideration of R66 million. The remaining
subsidiary, Saxum Reinsurance Limited, shall remain in Bonatla.
4. RATIONALE FOR THE ACQUISITION
In line with the board of Bonatla`s current strategy of building shareholder
value, the acquisition has been effected for the following reasons:
- there exists a strong interlinked global relationship between real
estate and financial services;
- there are links to specific property transactions both locally and
abroad; and
- the nature of the reinsurance business will enhance Bonatla`s vision
of a global property business.
The Actuarial and Risk Management functions of Saxum will eb performed by
Risklab (Proprietary) Limited ("Risklab"). Risklab specializes in risk
management, investment and asset consulting. Its major client comprise
some of the major financial institutions in South Africa.
5. SUSPENSIVE CONDITIONS
The agreement is subject to the following conditions precedent:
- a due diligence exercise and completion of the audit of the Saxum
Group in order to ascertain the final purchase price;
- the approval of the Competition Commission, Financial Services Board,
the JSE Limited and the Securities Regulation Panel; and
- the approval of Bonatla shareholders in general meeting.
6. 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 % change
Earnings per share (cents) 0.24 3.91 1629.17
Headline (loss)/earnings per (2.44) 1.23 150.41
share (cents)
Net asset value per share 3.05 38.9 1175.41
(cents)
Net tangible asset value per 3.05 20.9 585.25
share (cents)
Weighted number of shares in 191 697 355 447 85
issue (`000)
Number of shares in issue 191 697 355 447 85
(`000)
Notes:
1. The pro forma information is based on the audited financial statements
of Bonatla as at 30 September 2006, amended to incorporate the
acquisitions announced on 12 February 2007.
2. The financial information relating to Saxum is in the process of being
audited and finalised by KPMG, and will be incorporated into the
formal financial effects to be included in the circular to
shareholders which is currently being prepared. The provisionsal
numbers have therefore been used in the calculation fo pro fomra
financial information.
3. The effective date of the transaction has been taken as 1 January
2007.
4. The historical income includes after tax interest at 9% on R65 million
which would have been earned by Bonatla had this transaction been
concluded in the 2006 financial year.
5. The historical income on the two subsidiaries being sold has been
excluded from these calculations.
6. The financial effects have been complied taking into effect the new
issue of 163 750 000 Bonatla ordinary shares at 80 cents per share.
6. DOCUMENTATION
The acquisition constitutes a category 1 transaction in accordance with the
Listings Requirements of the JSE. Accordingly, a detailed circular,
together with a notice of general meeting, shall be posted to shareholders
in due course.
7. RENEWAL OF CAUTIONARY
Further negotiations are still in progress and accordingly, shareholders should
continue to exercise caution when dealing in Bonatla ordinary shares.
Sandton
23 February 2007
Sponsor
Vunani Corporate Finance (Pty) Limited
Date: 23/02/2007 16:46:59 Produced by the JSE SENS Department.
