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SKY - Sea Kay Holdings Limited - Sale of Silver Falcon (Pty) Limited, Seriso 474
(Pty) Limited, Certain Equipment and Sea Kay`s Shareholding in business venture
investments No 2000 (Pty) Limited and further cautionary announcement
SEA KAY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/004967/06)
JSE code: SKY
ISIN: ZAE000102380
("Sea Kay" or "the company" or "the group")
SALE OF SILVER FALCON (PTY) LIMITED, SERISO 474 (PTY) LIMITED, CERTAIN EQUIPMENT
AND SEA KAY`S SHAREHOLDING IN BUSINESS VENTURE INVESTMENTS NO 2000 (PTY) LIMITED
AND FURTHER CAUTIONARY ANNOUNCEMENT
SALE OF SILVER FALCON TRADING 487 (PTY) LIMITED, SERISO 474 (PTY) LIMITED AND
CERTAIN EQUIPMENT
1.1 INTRODUCTION
Further to the announcement, dated 30 July 2010, and the cautionary
announcements, the last of which was dated 19 April 2011, shareholders are
advised that Sea Kay has finalised agreements relating to the sale of the
entire issued share capitals of Silver Falcon Trading 487 (Pty) Limited
("Silver Falcon") and Seriso 474 (Pty) Limited, trading as Sedibeng Bricks
("Sedibeng Bricks"), as well as certain equipment owned by Sea Kay
Engineering Services (Pty) Limited ("Sea Kay Engineering").
1.1.1 The Silver Falcon disposal
Sea Kay has finalised an agreement in terms of which it will sell the
entire issued share capital of Silver Falcon and the claims that Sea Kay
and its subsidiaries have against Silver Falcon to The Corne Kruger Family
Trust (the purchaser) for R3 037 291.60, to be settled through a reduction
in the loan account owed by Sea Kay Engineering to the purchaser.
1.1.2 The Sedibeng Bricks disposal
Sea Kay has finalised an agreement in terms of which it will sell the
entire issued share capital of Sedibeng Bricks to the purchaser for R5.7
million, to be settled through a reduction in the loan account owed by Sea
Kay Engineering to the purchaser.
1.1.3 The equipment disposal
Sea Kay Engineering has finalised an agreement in terms of which it will
sell certain steel forming machines utilised by Silver Falcon to the
purchaser for R4 784 368.88 excluding VAT, to be settled through a
reduction in the loan account owed by Sea Kay Engineering to the purchaser.
The Silver Falcon disposal, the Sedibeng Bricks disposal and the equipment
disposal are collectively referred to as "the transactions". The
businesses conducted by Silver Falcon and Sedibeng Bricks are currently
leased to a company associated with the purchaser.
1.2 RATIONALE FOR THE TRANSACTIONS
Silver Falcon, a manufacturer of steel frames for buildings, steel inside-
building envelopes, roofs and steel roof trusses, and Sedibeng Bricks, a
cement brick manufacturer, are unprofitable due to low levels of
construction and a general decline in building activity. The transactions
will benefit the group`s cashflow and ability to increase construction
activities.
1.3 CONDITIONS PRECEDENT
The transactions are subject to the following conditions precedent:
- That the necessary regulatory approvals are obtained on/before 30 June
2011, including the approval of the transactions by a majority of
independent shareholders of Sea Kay; and
- Sea Kay obtaining irrevocable commitments to vote in favour of the
transactions from shareholders representing more than 50% of the
shares held by the independent shareholders of Sea Kay, on or before
20 May 2011.
1.4 EFFECTIVE DATE
The effective date of the transactions is the date whereon the last of the
suspensive conditions are fulfilled.
1.5 CLASSIFICATION OF THE TRANSACTIONS
In terms of the Listings Requirements of the JSE Limited ("Listings
Requirements"), the transactions are classified as related party
transactions. Accordingly, shareholder approval of the transactions and an
independent opinion relating to the fairness thereof are required in terms
of the Listings Requirements. A circular, containing a notice of general
meeting of shareholders, will be dispatched to shareholders in due course.
2 SALE OF SEA KAY`S SHAREHOLDING IN BUSINESS VENTURE INVESTMENTS NO 2000
(PTY) LIMITED
2.1 INTRODUCTION
Sea Kay Property Development (Pty) Limited ("Sea Kay Property"), a wholly
owned subsidiary of Sea Kay, has entered into an agreement in terms of
which it will sell the 50% of the issued share capital of Business Venture
Investments No 2000 (Pty) Limited ("BVI 2000") ("the shares") which it owns
to National Pride Trading 608 (Pty) Limited ("National Pride") for a
purchase consideration of R3.5 million ("the purchase price") ("the BVI
2000 transaction"). BVI 2000 is the owner of the Nuwe Begin housing
project in the Western Cape.
2.2 RATIONALE FOR THE BVI 2000 TRANSACTION
The BVI 2000 transaction will improve Sea Kay`s liquidity.
2.3 OPTION TO REPURCHASE THE SHARES
Sea Kay Property has the option to repurchase 50% of the shares held by
National Pride in BVI 2000 at the date upon which the option is exercised
for an amount equal to the purchase price, which option can be exercised
between 1 June 2011 and 1 July 2011.
2.4 CONDITIONS PRECEDENT
There are no outstanding conditions precedent to the BVI 2000 transaction.
2.5 EFFECTIVE DATE
The effective date of the BVI 2000 transaction is 28 April 2011.
2.6 CLASSIFICATION OF THE BVI 2000 TRANSACTION
In terms of the Listings Requirements the BVI 2000 transaction is
classified as a category 2 transaction.
3 FINANCIAL EFFECTS OF THE TRANSACTIONS AND THE BVI 2000 TRANSACTION AND
FURTHER CAUTIONARY ANNOUNCEMENT
The unaudited pro forma financial effects of the transactions and the BVI
2000 transaction will be announced in due course. Shareholders are advised
to continue exercising caution when dealing in the company`s securities
until this announcement is published.
Johannesburg
5 May 2011
Sponsor
Vunani Corporate Finance
Date: 05/05/2011 16:18:01 Supplied by www.sharenet.co.za
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