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BNT - Bonatla Property Holdings Limited - Acquisition of Eagle Creek Investments 289 (Proprietary) Limited, and renewal of cautionary announcement 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") ACQUISITION OF EAGLE CREEK INVESTMENTS 289 (PROPRIETARY) LIMITED, UPDATE ON PREVIOUSLY ANNOUNCED TRANSACTIONS, CHANGES TO THE BOARD OF DIRECTORS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT 1. ACQUISITION OF EAGLE CREEK INVESTMENTS 289 (PROPRIETARY) LIMITED ("EAGLE CREEK") ("THE ACQUISITION") 1.1 Terms of the acquisition Shareholders are advised that an agreement has been signed between Bonatla and Stagestep Investments cc ("Stagestep") whereby Bonatla will acquire the entire issued share capital together with all shareholder claims and loan accounts in Eagle Creek from Stagestep with effect from 1 April 2012, for a total purchase consideration of R22 500 000. Eagle Creek has as its only asset, erf 12524 portion 74 EThekwini, measuring 7 846 m2 and with up to 100 000 m2 of mixed usage gross lettable area. 1.2 Rationale for the acquisition Bonatla committed to an involvement in the Durban Point Waterfront as far back as 2007. The acquisition of Eagle Creek will allow for the development of the first predominantly commercial development in the Durban Point Waterfront. The property is situated on the current parking site at the entrance of Ushaka Marine World and is currently utilised as parking for Ushaka Marine World. The property zoning will allow the development of approximately 3 000 parking bays ("the Parkade") on a complex totalling 84 000 m2 gross lettable area of parking space, and 16 000m2 of gross lettable area of residential / hotel space . The estimated net rental on the Parkade at R550 per bay per month will be R1 650 000 per month. The development of the parkade will trigger the development of the "super block" mixed use retail / hotel site totalling 115 000m2 of lettable area which will require at least 4 000 bays. It is Bonatla`s intention to link the Parkade to the "super block". Bonatla has confirmed the acquisition with the management of the Durban Point Development Corporation and its intention to develop the Parkade according to the needs and the strategic goals of the Durban Point Waterfront. The acquisition is also central to Bonatla`s investment in strategic non- speculative property investments and will consolidate its BEE strategy. 1.3 Conditions precedent The transaction is subject to the following conditions precedent: The approval of the board of Bonatla; The approval of the JSE Limited, Takeover Regulation Panel and any other regulatory body insofar as is necessary; A satisfactory due diligence being completed; and The approval of shareholders of Bonatla in general meeting. 1.4 Consideration The consideration for the acquisition is R22 500 000, which consideration shall be satisfied by the issue of 22 500 000 non-participating, non-cumulative, non- redeemable compulsory convertible preference shares of R0.01 each and a premium of R0.99 per share. 1.5 Other information and update on previously announced Durban Point Development Company ("DPDC") acquisition. Shareholders are advised that this acquisition does not replace or amend the previously approved acquisition of 200 000 m2 of mixed use bulk at the Durban Point Waterfront, but is in fact in addition to that particular transaction. Shareholders are reminded that the DPDC acquisition has been substantially delayed due to Environmental Impact Assessment ("EIA") objections. With regard to the EIA on the above mentioned 200 000 m2 of mixed used bulk: The finalisation of the offshore small craft harbour on the sea bed now requires an Act of Parliament. The issue of the high water mark needs still to be resolved The balance of the EIA issues have been resolved. Further updates shall be provided to shareholders as soon as the information is available. 2. GOLDEN POND Shareholders are advised that the previously announced acquisition of 50% of Golden Pond, which had one of its assets, a property located at Shelly Beach and known as Ptn 11 of the farm Rotenburg no 14996 in extent 43 094 sq m, which is zoned and serviced commercial land and whereon a car dealership has been built, had lapsed. However, the parties have agreed in writing that they intend to continue with the transaction and a revival agreement is in the process of being prepared extending the finalisation date to 30 April 2012. 3. CHANGES TO THE BOARD OF DIRECTORS Shareholders are advised that Mr David King (non-executive director) has resigned from the board of the company, effective 1 March 2012. Thus, his alternate director, Mr Francois de Lange, has effectively resigned. The board thanks Mr King and Mr de Lange for their contribution over the years. 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 6 March 2012 Sponsor Arcay Moela Sponsors (Proprietary) Limited Date: 06/03/2012 07:28:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
