BNT - Bonatla - Detailed Cautionary Announcement in relation to the Disposal of

BNT - Bonatla - Detailed Cautionary Announcement in relation to the Disposal of 
Shares in and Claims Against Copper Moon Trading 249 (Proprietary) Limited, The 
Proposed Specific Repurchase of Shares in Bonatla and The Renewal of A          
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")                                                    
DETAILED CAUTIONARY ANNOUNCEMENT IN RELATION TO THE DISPOSAL OF SHARES IN AND   
CLAIMS AGAINST COPPER MOON TRADING 249 (PROPRIETARY) LIMITED, THE PROPOSED      
SPECIFIC REPURCHASE OF SHARES IN BONATLA AND THE RENEWAL OF A CAUTIONARY        
ANNOUNCEMENT                                                                    
1.   INTRODUCTION                                                               
Shareholders are advised that an agreement has been signed between Bonatla and  
Globus Investments (Proprietary) Limited ("Globus Investments") in terms of     
which Bonatla has disposed of its shares in and claims against Copper Moon      
Trading 249 (Proprietary) Limited ("Copper Moon")for a total consideration of   
R29 161 200 ("the disposal").  The major asset of Copper Moon is a building     
located at erf 663, Hatfield Township, Pretoria, and with the physical address  
1085 Hans Schoeman Street, Pretoria.                                            
2.   RATIONALE FOR THE DISPOSAL                                                 
The major tenants of the building are vacating the property which is in need of 
major capital renovations which will cost approximately R10 million, before the 
building will be in a position to be able to be re-let once again.  Furthermore 
the terminal rental levels are overcapitalised and no medium term growth is     
possible unless a renovation is undertaken, which renovation is not justified   
taking into account the location of the property as well.                       
3.   CONDITIONS PRECEDENT                                                       
The disposal is subject to the following conditions precedent:                  
*    The approval in writing of the board of Globus Investments;                
*    The approval in writing of the board of Bonatla; and                       
*    The approval of the JSE Limited, Takeover Regulation Panel and any other   
    regulatory body insofar as is necessary.                                    
The disposal is a Category One transaction in accordance with JSE Listings      
Requirements and accordingly shareholder approval is required.                  
4.   CONSIDERATION AND PROPOSED SPECIFIC REPURCHASE OF SHARES                   
The consideration for the disposal shall be paid by means of:                   
*    Satisfying the existing mortgage bond over the property in the amount of   
    R11 700 000;                                                                
*    The transfer of 19 844 800 ordinary Bonatla shares held by Globus          
    Investments, to Bonatla at a price of 25 cents per share ("the transfer");  
and                                                                         
*    The waiver by Globus Investments of an underwriting fee of R12 500 000 due 
    to Globus by Bonatla ("the waiver").                                        
The waiver is tantamount to a specific repurchase of shares as the quantum of   
the obligation in Bonatla`s accounts is R4 000 000 to be settled through the    
issue of 50 000 000 new shares at 8 cents per share and thus certain aspects of 
the agreement are considered to be defective by certain of the directors of the 
Bonatla board.                                                                  
The transfer and the waiver will result in a specific repurchase of shares by   
Bonatla from a non-related party to Bonatla and will require the approval of 75%
of Bonatla shareholders.                                                        
5.   OTHER INFORMATION RELATING TO THE DISPOSAL AND RENEWAL OF CAUTIONARY       
ANNOUNCEMENT                                                                    
The terms of the agreement are in the process of being renegotiated, including  
inter alia the consideration payable as well as the method of payment.  Once the
renegotiated terms are signed by all parties, an announcement including the pro 
forma financial effects relating to the disposal will be released.  In the      
interim, shareholders are advised to continue to exercise caution when dealing  
in their Bonatla shares.                                                        
Houghton                                                                        
27 March 2012                                                                   
Sponsor                                                                         
Arcay Moela Sponsors (Proprietary) Limited                                      
Date: 27/03/2012 13:10:01 Supplied by www.sharenet.co.za                     
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