DENEB INVESTMENTS LIMITED - Category 2 Disposal Announcement

Category 2 Disposal Announcement

DENEB INVESTMENTS LIMITED
Registration number: 2013/091290/06
(Incorporated in the Republic of South Africa)
JSE share code: DNB
ISIN: ZAE000197398
(“Deneb” or the “Company”)

CATEGORY 2 DISPOSAL ANNOUNCEMENT

1.   INTRODUCTION

     Shareholders are advised that on 31 March 2022, the Company, through its wholly-owned
     subsidiary Sargas Proprietary Limited (“Sargas”), entered into an agreement
     (“Agreement”) with G S Prospects Proprietary Limited (registration number
     2021/783664/07) (“Purchaser”), in terms of which Sargas will dispose of the immovable
     property known as Erf 8980, Worcester, Breede Vallei Municipality, Western Cape
     Province, in extent 40,2926 hectares (“Property”) together with the existing lease
     agreements in respect thereof, to the Purchaser, as a going concern, for a disposal
     consideration of R43 500 000 (“Disposal Consideration”) (“Disposal”).

2.   RATIONALE FOR THE DISPOSAL

     The Property is no longer being utilised for the manufacturing operations of the Company,
     and is accordingly not regarded as core to the Company’s strategy.

3.   DISPOSAL CONSIDERATION

     The Disposal Consideration of R43 500 000 will be paid in cash by the Purchaser to
     Sargas on the Transfer Date (as defined below).

4.   APPLICATION OF THE DISPOSAL CONSIDERATION

     The Disposal Consideration will be used by the Company to settle outstanding debt.

5.   CONDITION PRECEDENT

     The Disposal is subject to the Purchaser obtaining a loan against the registration of a
     mortgage bond over the Property by no later than 30 April 2022.

6.   EFFECTIVE DATE OF THE DISPOSAL

     The effective date of the Disposal will be the date of registration of transfer of the Property
     into the name of the Purchaser (“Transfer Date”), which is anticipated as being on or
     about 1 August 2022.

7.   WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT

     The Agreement contains warranties, representations and undertakings by Sargas in
     favour of the Purchaser and by the Purchaser in favour of Sargas, which are standard for
     a transaction of this nature. The Property is sold on a “voetstoots” basis.
8.   FINANCIAL INFORMATION

     The value of the net assets comprising the Property, as at 30 September 2021, being the
     date of the last reviewed condensed consolidated financial results of the Company, was
     R42 600 000.

     The profit after tax attributable to the Property for the year ended 31 March 2021, was
     R3 424 230, based on the management accounts of the property division of Sargas for
     the year ended 31 March 2021 (“Management Accounts”).

     The Company is satisfied with the quality of the Management Accounts, however,
     shareholders are cautioned that they are unaudited.

9.   CLASSIFICATION OF THE DISPOSAL

     The Disposal constitutes a category 2 transaction in terms of the JSE Limited Listings
     Requirements.

Cape Town
1 April 2022

Sponsor
PSG Capital

Date: 01-04-2022 03:00:00
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