Disposal of a property by a wholly-owned subsidiary of Cargo Carriers
CARGO CARRIERS LIMITED
(Registration Number 1959/003254/06)
Share code: CRG
ISIN: ZAE000001764
("Cargo Carriers" or "the Company")
DISPOSAL OF A PROPERTY BY A WHOLLY-OWNED SUBSIDARY
OF CARGO CARRIERS
1. INTRODUCTION
Shareholders are advised that Cargo Carriers Alrode Property (Proprietary)
Limited (“the Seller”), a wholly-owned subsidiary of Cargo Carriers has entered
into an agreement for the disposal of the properties situated at:
- Erf 1607 Alrode Extension 2 Township;
- Erf 289 Alrode Extension 2 Township; and
- the remaining extent of Erf 283, Alrode Extension 2 Township
(together referred to as “the Property”) to the South African Breweries
(Proprietary) Limited (“the Purchaser”) (“the Disposal”). The effective date of the
disposal is the date on which the suspensive conditions set out in clause 4 below
are fulfilled or waived by the Purchaser. The Disposal was approved by the board
of directors of Cargo Carriers on 1 February 2013, subject to the fulfilment of the
suspensive conditions.
2. RATIONALE
The Property was purchased by the Seller in 1987. The Seller has not occupied the
Property since 2002 and subsequently entered into a long term lease in respect of
the property, which lease expires at the end of March 2013.
3. DISPOSAL CONSIDERATION AND USE OF DISPOSAL PROCEEDS
The disposal consideration is R38 000 000 and is payable by the Purchaser to the
Seller on the date of transfer of the Property into the Purchaser?s name. Pending
fulfilment or waiver of the conditions precedent, the Purchaser shall provide a
company guarantee undertaking payment of the purchase price to the Seller on
registration of the transfer. Following the transfer of the property into the
Purchaser?s name, the disposal proceeds will be considered either for reinvestment
or the reduction of debt.
4. SUSPENSIVE CONDITIONS
The disposal is subject to the following suspensive conditions:
- the board of directors of the Purchaser passing a resolution authorising the
purchase of the property on or before 8 February 2013; and
- the purchaser and/or its representatives, on or before 8 February 2013,
conducting a geotechnical study on the Property to satisfy itself that the
Property is suitable for its intended purpose.
5. FINANCIAL EFFECTS OF THE DISPOSAL
The table below sets out the unaudited pro forma financial effects of the Disposal
on Cargo Carriers based on the published unaudited results for the six months
ended 31 August 2012. The unaudited pro forma financial information has been
prepared in order to show the effects of the Disposal, assuming that the Disposal
took place on 1 March 2012 for purposes of the statement of comprehensive
income and as at 31 August 2012 for purposes of the statement of financial
position. The pro forma financial effects, which are the responsibility of the
directors, have been prepared for illustrative purposes only and, due to their nature,
may not fairly present Cargo Carriers financial position, changes in equity, cash
flow or the results of its operations.
%
Before Disposal After Disposal change
Weighted Average shares in issue 19 406 19 406 0%
Earnings per ordinary share
(cents) 62.7 123.6 97%
Headline earnings per ordinary
share (cents) 61.9 63.1 2%
Shares in issue at period end
('000) 19 406 19 406 0%
Net asset value per share (cents) 1 833.3 1 911.7 4%
Net tangible asset value per share
(cents) 1 819.4 1 897.8 4%
Assumptions:
(i) The „Before Disposal? column has been extracted without adjustment from
the published unaudited results of Cargo Carriers for the six months ended 31
August 2012;
(ii) The “After Disposal” column for earnings and headline earnings per share
assumes that the property was disposed on 1 March 2012 and that no rental
or costs relating to the property were earned for the six month period.
(iii) Normal tax at a rate of 28% and Capital Gains Tax at a rate of 18.65% has
been assumed, where applicable. Profit on the disposal of R14 375 000 has
been estimated and adjusted for headline earnings purposes, net of tax;
(iv) The “After Disposal” column for net asset and net tangible asset value per
share assumes that the property was sold on 31 August 2012 and the
proceeds on disposal were applied to investments on the same date.
6. CATEGORISATION OF THE DISPOSAL IN TERMS OF THE JSE LISTINGS
REQUIREMENTS
The Disposal is classified as a category 2 transaction in terms of the JSE Listings
Requirements and does not require the approval of shareholders.
7. FURTHER ANNOUNCEMENT
Shareholders will be advised by way of a SENS announcement when the
suspensive conditions have all been fulfilled or waived and the Disposal becomes
unconditional.
Johannesburg
1 February 2013
Sponsors
Arcay Moela Sponsors (Pty) Ltd
Date: 01/02/2013 03:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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