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BNT - Bonatla Property Holdings - Revised acquisition agreement with respect
to The Ruitersvlei Property Portfolio and the acquisition of a 50% stake in
Golden Pond (Proprietary) Limited
BONATLA PROPERTY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number 1996/014533/06
Share Code: BNT
ISIN Number: ZAE000013694
("Bonatla" or "the company")
REVISED ACQUISITION AGREEMENT WITH RESPECT TO THE RUITERSVLEI PROPERTY
PORTFOLIO AND THE ACQUISITION OF A 50% STAKE IN GOLDEN POND (PROPRIETARY)
LIMITED ("GOLDEN POND")
1. THE RUITERSVLEI ACQUISITION
1.1 Terms and details of the Ruitersvlei acquisition
Shareholders are advised that a revised agreement dated 23 May 2011 has been
signed between Rara Avis Property Investments (Proprietary) Limited ("Rara
Avis") and Bonatla Properties (Proprietary) Limited ("Bonatla Properties"), in
terms of which Bonatla Properties shall acquire portion 6, portion 7, portion
8, portion 9, portion 10 and Remainder of farm numbers 461, 483, 484 and 713
Paarl, (in total approximately 279.248 ha) together with all improvements
thereon ("Ruitersvlei"), for a gross consideration of R55 000 000. The
revised agreement cancels and supercedes all previous agreements in this
regard.
The purchase price shall be satisfied by the issue of 30 000 000 Bonatla
ordinary shares at an issue price of R1 each, together with a cash payment of
R25 million.
In terms of the agreement, Bonatla shall acquire the five portions, one of
which contains a quarry and brickworks which operations have been
discontinued, and the remaining four, vineyards. It is the intention of the
company to apply for commercial rights for the portion containing the quarry
and brickworks in respect of a planned retail development on the Wellington
road . The portions under vine shall continue to supply grapes to the
Ruitersvlei Wine Farm, but shall be developed as "gentleman`s estates" with a
single dwelling on each portion. The property is situated on the Suider Paarl
Road.
1.2 Conditions precedent
The acquisition is subject to the following conditions precedent:
- The completion of a satisfactory due diligence;
- The sourcing of R25 million in finance;
- Conclusion of a development agreement;
- Regulatory approvals in terms of the Competition Authority, the JSE
Listings Requirements and Taekover Regulations Panel, where
required;
- Approval of the board of Bonatla; and
- Approval by Bonatla shareholders, in general meeting.
1.3. Other matters
The effective date of the acquisition shall be on date of transfer.
No commission has been paid or is payable in relation to the acquisition.
Normal warranties have been included in the agreements as would be expected in
relation to the acquisition.
The property will be valued by an independent valuer, which property valuation
will be included in a circular to shareholders. In addition, pro forma
financial effects are not yet available and will be announced in due course.
2. THE GOLDEN POND ACQUISITION
2.1 Terms and details of the Golden Pond acquisition
Bonatla shall acquire 50% of the shares, loans and claims of Golden Pond for
an acquisition consideration of R24 000 000. The purchase consideration shall
be allocated to:
* R50 in respect of the shares;
* R2 840 365 in respect of the shareholders` claims in Golden
Pond; and
* the balance, being R21 154 585 to be paid in cash, less any
outstanding claims, together with the mortgage balance in the
amount of R8 million.
Golden Pond assets consist of property located at Shelly Beach adjacent to the
R 612 / Future N2 highway at the Shelly Beach off ramp, and known as Ptn 11 of
the farm Rottenburg No 14996 in extent 43 094 square metres. The land is zoned
commercial and is fully serviced which lies diagonally opposite the South
Coast Mall regional shopping centre.
In progress is the construction of a high quality dealership for a leading BMW
company. A five (5) year lease together with four (4) renewal options has been
negotiated. Mercedes Benz, Toyota and MTN are all established businesses
within the precinct of the commercial park.
Also due to establish themselves in the commercial park are P.G. Glass and
Signland.
Golden Pond (Pty) Ltd has a 25% interest in the Sugar Creek Park office park
development adjacent to the commercial park measuring 8488 square metres.
2.2 Conditions precedent
The acquisition is subject to the following conditions precedent:
- Regulatory approvals in terms of the Competition Authority, the JSE
Listings Requirements and Takeover Regulations Panel;
- Approval of the board of Bonatla; and
- Approval by Bonatla shareholders, in general meeting;
2.3. Other matters
No commission has been paid or is payable in relation to the acquisition.
Normal warranties have been included in the agreements as would be expected in
relation to the acquisition.
3. CONFIRMATION OF SECTIONS 311 CREDITORS MEETINGS RELATING TO THE
ANNOUNCED ACQUISITIONS BY BONATLA OF THE ACQUISITION OF THE FLEXTRONICS,
AUSTIN CROSSING AND MADELINE STREET PROPERTIES.
The sections 311 creditors meetings relating to the above acquisitions were
passed by the requisite majorities.
The section 228 special resolutions by the Sellers have been registered.
Bonatla has the required amount of irrevocable and unconditional undertakings
by shareholders to complete the above three transactions with a combined
acquisition consideration of R85 million.
4. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that they should continue to exercise caution until
the pro forma financial effects and details of the valuation of the
acquisition is published.
Houghton
25 May 2011
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 25/05/2011 17:00:01 Supplied by www.sharenet.co.za
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