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disposal of all shares and claims in Boschendal
IFA Hotels & Resorts Limited
Registration number 1919/001318/06
Share code: IFH
ISIN: ZAE000075669
("IFA" or "the Company)
Terms announcement relating to the disposal of all shares and
claims in Boschendal (Pty) Limited (“Boschendal”) held by IFA
Boschendal Investments (Pty) Limited a 100% owned subsidiary of
IFA being a 37.33% beneficial interest in Boschendal) to
Canombys Limited and a further cautionary announcement.
1. INTRODUCTION
IFA is pleased to announce that IFA Boschendal Investments (Pty)
Limited (“IFA Boschendal”) received an offer from Canombys
Limited (“Canombys” or the “Purchaser”) and accepted the offer
on 18 July 2012 (“the Offer”), in terms of which Canombys will
acquire, as one indivisible transaction, all of IFA Boschendal’s
shares and claims in Boschendal (“the Transaction”) from IFA
Boschendal (“the Seller”).
The Transaction is subject to the conditions precedent outlined
in paragraph 2.4 below.
2. THE TRANSACTION
2.1 DESCRIPTION OF BUSINESS TO BE ACQUIRED
Boschendal is one of the oldest wine farms in South Africa
with a French viticultural heritage dating back to 1685.
Boschendal is set on a 2240 hectare estate between
Stellenbosch and Franschhoek in the Western Cape, and consists
of vineyards which cover an area of 254 hectares, extending
for six kilometres along the slopes of the Groot Drakenstein
Mountain towards the Dwarsriver and the slopes of the
Simonsberg Mountain.
Boschendalis currently the site of a proposed mixed-use
development.
2.2 RATIONALE FOR THE TRANSACTION
The Seller received an unsolicited offer from Canombys, which
IFA and IFA Boschendal has reviewed and concluded to be an
attractive offer and in the best interest of IFA shareholders.
The IFA Board will carefully consider how the proceeds from
the Transaction should be deployed in order to enhance
shareholder value.
2.3 PURCHASE CONSIDERATION FOR THE TRANSACTION
The Purchaser is acquiring as one indivisible transaction
1 029 786 ordinary shares which the Seller holds in the issued
share capital of Boschendal, which constitutes approximately
37,33% of the entire issued share capital of Boschendal (“the
Sold Shares”) for R1 and all the Seller’s loan account against
Boschendal, which as at 31st May, 2012 was approximately R163
279 906 (“the Sold Claims”) for R79 999 999.
The aggregate purchase price of R80 million cash (“the
Purchase Price”)shall be paid by the Purchaser to IFA
Boschendal by way of electronic transfer into a bank account
nominated, in writing, by the Seller on the 5th business day
following the fulfilment and/or waiver by Canombys of the
conditions precedent as set out in paragraph 2.4 below.
Against payment of the Purchase Price, the Seller shall
deliver to Canombys a written cession and assignment agreement
in terms of which it cedes and assigns, out and out, all of
its right, title and interest in and to the Sold Claims to
Canombys, and the Seller shall deliver to Canombys the
original share certificates and transfer forms (blank as to
transferee) in respect of the Sold Shares.
2.4 CONDITIONS PRECEDENT
The Transaction is subject to, inter alia, the fulfilment or
waiver of the following Conditions Precedent, within 20 days
after the date of IFA’s acceptance of the Offer, unless waived
in writing by Canombys to the extent legally permissible:
a. Investec Bank Limited consents, in writing and to the
satisfaction of the Purchaser, to the sale of the Sold
Shares;
b. a written memorandum of incorporation and shareholder’s
agreement in respect of Boschendal are concluded, and
become unconditional, between Canombys, JCI Investment
Finance (Proprietary) Limited and Boschendal, on such
terms and conditions acceptable to the aforesaid parties;
and
c. to the extent required by any applicable law, the approval
of the Financial Surveillance Department of the South
African Reserve Bank is obtained to give effect to and
implement the acquisition of the Sold Shares by Canombys.
2.5 EFFECTIVE DATE
The effective date of the Transaction is the first business
day following the fulfilment or waiver of the last of the
conditions precedent.
3. CIRCULAR TO IFA SHAREHOLDERS
In terms of the paragraph 9.5 of the JSE Listings Requirements,
the Transaction is categorised as a Category 1 transaction due
to the size of the Transaction. The Transaction also requires
IFA shareholders ratification in terms of section 115 of the
Companies Act 71 of 2008 (as amended) and a circular, containing
a notice of general meeting, will be sent to shareholders in due
course.
4. FURTHER CAUTIONARY ANNOUNCEMENT
The pro forma financial effects of the Transaction have not yet
been finalised. Shareholders are therefore advised to continue
exercising caution when dealing in the Company’s securities
until such information is released.
Zimbali
20 July 2012
Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)
Legal Advisor: Larson Falconer Incorporated
Corporate Advisor: DEA-RU (Pty) Ltd
Date: 20/07/2012 04:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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