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BNT - Bonatla Property Holdings Limited - Property specific information and pro
forma financial effects
BONATLA PROPERTY HOLDINGS LIMITED
(Registration number 1996/014533/06)
Share code: BNT ISIN: ZAE000013694
("Bonatla" or "the Company")
THE ACQUISITION OF THE BLUE ZONE PROPERTY PORTFOLIO AND THE DISPOSAL OF
PROSPECT CLOSE; THE AFRICARD BUILDING; AND COPPER MOON TRADING 249, WITHDRAWAL
OF THE CAUTIONARY ANNOUNCEMENT RELATING TO THE BLUEZONE PORTFOLIO AND NEW
CAUTIONARY ANNOUNCEMENT
Further to the announcements made on 26 October 2010, 4 January 2011, 19
January 2011, 20 January 2011, 25 February 2011 and 27 March 2012, shareholders
are advised of the following:
1. THE ACQUISITION OF THE BLUE ZONE PROPERTY PORTFOLIO
1.1 RATIONALE FOR THE ACQUISITION
Due to the nature of the Bluezone acquisitions, the board deemed it
prudent to proceed with the acquisitions prior to obtaining shareholder
approval thereof, and shareholders will now be requested to ratify the
Bluezone acquisitions. If the board had not so decided, the opportunity
to purchase the portfolio would not have materialised and the management
of the buildings, which had been neglected during the two year Judicial
Management process, would not have been possible, leading to a further
erosion of value. Due to the judicial management process, it was
imperative for the board to act in this manner. In addition, the section
311 scheme of arrangements effectively gave Bonatla control over the
properties by means of a court order.
1.2 PURCHASE CONSIDERATION
The purchase consideration of the Blue Zone Portfolio properties is
detailed below.
VENDOR PROPERTY COMPANY PROPERTY PURCHASE
CONSIDERATION
Sign & Seal Altivex 88 Milestone Place R9 878 000
Trading 68
Pacific Breeze Copper Moon Property 259 R15 302 000
Trading 129 Trading 248
Southern Palace Nungu Trading 472 The Heights R47 218 000
Investments 335
Abrina 2617 Madeline Street Madeline Street R13 000 000
Properties
Pacific Breeze Quick Leap Africard R18 382 000
Trading 134 Investments 461 Building
Southern Palace Tropical Paradise Austin Crossing R7 015 000
Investments 337 Trading 335
Liberty Lane Tropical Paradise Flextronics R65 015 000
Trading 98 Trading 334
Copper Sunset Mystic Blue Prospect Close R43 158 000
Trading 239 Trading 511
Platinum Arch Copper Moon Celtis Plaza R32 642 000
Investments 70 Trading 249
Pacific Breeze Tropical Paradise Chambers Ground R12 236 000
Trading 120 Trading 324 Floor Block E
Northern Jungle Tropical Paradise Chambers 2 & 3 R25 708 000
Trading 104 Trading 320
Pacific Breeze Summer Season Bishop`s Court R22 462 000
Trading 136 Trading 51
Total R312 016 000
1.3 PROPERTY SPECIFIC INFORMATION
PROPERTY NAME ADDRESS LOCATION SECTOR
Milestone 3 Milestone Place, Block A & B, Gauteng Offices
Place Sovereignty Drive, Route 21
Office Park, Irene
Property 259 259 Kent Avenue, Ferndale, Gauteng Offices
Johannesburg
The Heights 413 Jan Heukelman Street, Philip Gauteng Residentia
Nel Park, Pretoria l
Madeline 20 Madeline Street, Florida, Gauteng Offices
Street Johannesburg.
Africard 10A Cleveland Road, Cleveland, Gauteng Industrial
Building Johannesburg 2022
Austin corner of Austin and Ametis North West Offices
Crossing Roads, Wilkoppies, Klerksdorp Province
Flextronics 260 Surrey Avenue, Ferndale, Gauteng Offices
Randburg
Prospect Close Route 21 Corporate Park, Gauteng Offices
Nelmapius Road, Irene
Celtis Plaza 1085 Hans Schoeman Street, Gauteng Offices
Hatfield, Pretoria
Chambers Tygervalley Chambers, Willie van Western Cape Offices
Ground Floor Schoor Drive, Bellville
Block E
Chambers 2 & 3 Tygervalley Chambers, Willie van Western Cape Offices
Schoor Drive, Bellville
Bishop`s Court 10 Delamore Road, Hillcrest KwaZulu-Natal Offices
PROPERTY NAME WEIGHTED RENTABLE VALUATION ACQUISITION
AVERAGE AREA PRICE
RENTAL PER
M2
Milestone Place R58.02 1 284 R12 500 000 R9 878 000
Property 259 R61.85 1 485 R1 250 000 R15 302 000
The Heights R30.82 19 081 R70 560 000 R47 218 000
Madeline Street R65.63 2 980 R13 000 000 R13 000 000
Africard Building R75.96 2 674 R18 000 000 R18 382 000
Austin Crossing R94.26 672 R6 000 000 R7 015 000
Flextronics R62.98 5 479 R50 000 000 R65 015 000
Prospect Close R38.75 4 965 R22 000 000 R43 158 000
Celtis Plaza R46.95 3 293 R29 500 000 R32 642 000
Chambers Ground R160.01 854 R85 000 000 R12 236 000
Floor Block E
Chambers 2 & 3 R56.34 2 004 R13 000 000 R25 708 000
Bishop`s Court R104.25 2 029 R22 500 000 R22 462 000
2. THE DISPOSAL OF PROSPECT CLOSE
2.1 RATIONALE FOR THE DISPOSAL
In order to secure the section 311 scheme of arrangements with the various
companies and shareholders with regard to the Bluezone acquisitions,
Bonatla sourced bridging finance. The bridging finance was supplied by
Globus Investments, and thus the directors deemed it prudent to dispose of
the Prospect Close Building in order to repay the bridging finance.
In addition, two major tenants vacated during the judicial management
process and the tenant profile was rendering non-sustainable rental
growth.
2.2 CONSIDERATION FOR THE DISPOSAL
The total cash consideration for the disposal of Prospect Close is R22 000
000, with effect from date of transfer of the property.
2.3 PROPERTY SPECIFIC INFORMATION
PROPERTY NAME ADDRESS LOCATION SECTOR
Prospect Close Route 21 Corporate Park, Gauteng Offices
Nelmapius Road, Irene
WIEGHTED AVERAGE RENTAL RENTABLE AREA (M2) VALUATION ACQUISITION
PER M2 PRICE
R38.75 4 965 R22 000 000 R43 158 000
3. THE DISPOSAL OF THE AFRICARD BUILDING
3.1 RATIONALE FOR THE DISPOSAL
In order to secure the section 311 scheme of arrangements with the various
companies and shareholders with regard to the Bluezone acquisitions,
Bonatla sourced bridging finance. The bridging finance was supplied by
Globus Investments, and thus the directors deemed it prudent to dispose of
the Africard Building in order to repay the bridging finance.
In addition, the major tenant has moved out of the Africard Building,
having relocated its credit card manufacturing operations to China. The
rental levels upon lease renewals were exceeding R85 per square metre
versus the prevailing market related rentals being below R40 per square
meter. Accordingly, Bonatla anticipated difficulty in re-letting the
building due to its location and rental levels, and therefore the board
deemed it prudent to dispose of the building in order to minimise the
adverse financial effects that retaining it would have had on the company.
3.2 CONSIDERATION FOR THE DISPOSAL
The total cash consideration for the disposal of The Africard Building is
R18 000 000, with effect from date of transfer of the property.
3.3 PROPERTY SPECIFIC INFORMATION
PROPERTY NAME ADDRESS LOCATION SECTOR
Africard Building 10A Cleveland Road, Gauteng Industrial
Cleveland,
Johannesburg 2022
WIEGHTED AVERAGE RENTABLE AREA (M2) VALUATION ACQUISITION PRICE
RENTAL PER M2
R75.96 2 674 R18 000 000 R18 382 000
4. THE DISPOSAL OF COPPER MOON TRADING 249 (Known as Celtis Plaza)
4.1 RATIONALE FOR THE DISPOSAL
The major tenants of the building have and are vacating the property which
is in need of major capital renovations which is estimated to 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.
4.2 CONSIDERATION FOR THE DISPOSAL
The total cash consideration for the disposal of Celtis Plaza is R29 161
200, less an assumed outstanding bond of R11 700 000, with effect from 30
September 2011.
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 Properties at a price of 25 cents per share;
and
- The transfer of 50 000 000 ordinary Bonatla shares to be held by
Globus Investments, to Bonatla Properties at a price of 25 cents per
share.
The total shareholding held and being repurchased by Bonatla is 69 844 800
ordinary Bonatla shares from Globus, amounting to 5.35%
4.3 SPECIFIC REPURCHASE OF SHARES
The transfer of the 69 844 800 ordinary Bonatla shares is tantamount to a
specific repurchase of shares at a repurchase price of 25 cents and
shareholder approval for the specific repurchase of shares will also be
requested from shareholders. However, in terms of an addendum to the
agreement, the company has negotiated the right to place all or part of
the shares held by Globus as opposed to repurchasing the shares, prior to
shareholder approval of the proposed specific repurchase, which will
result in the balance of the disposal consideration of R17 461 200, or
part thereof, being received in cash.
The repurchase price is at a premium to which the Bonatla shares traded
for the 30 days prior to suspension, being 8.3 cents per share but will be
at a substantial discount to the net asset value and issue price of shares
in terms of the circular to be sent to shareholders. Globus is not a
related party to the Company and accordingly a fairness opinion on the
repurchase price is not required in terms of the JSE Listings
Requirements.
It is the intention that these shares will be held as treasury shares and
will not be cancelled.
4.4 PROPERTY SPECIFIC INFORMATION
PROPERTY NAME ADDRESS LOCATION SECTOR
Celtis Plaza 1085 Hans Schoeman Street, Gauteng Offices
Hatfield, Pretoria
WEIGHTED AVERAGE RENTABLE AREA (M2) VALUATION ACQUISITION PRICE
RENTAL PER M2
R46.95 3 293 R29 500 000 R32 642 000
5. THE PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS
Pro Pro Dispos Pro Dispos Publis
Forma After Forma al Forma al of hed
Before Bluezo after Africa after Copper After
(Revis ne ("A" rd, ("A, B Moon ("A,
ed Acquis and Prospe and Tradin B, C
Audite itions B") ct C") g 249 and Perce
d) ("B") Close ("D") D") ntage
("A") ("C") chang
e
%
Net Asset 19.24 13.17 32.41 0.00 32.41 -1.38 31.03 61.3%
Value per
share
Net 13.43 14.98 28.41 0.00 28.41 -1.38 27.03 101.3
Tangible %
Assets
Value per
share
Ordinary 1849 383 1 233 - 1 233 - 1 233 45.2%
Shares in 880 969 849 849 849
issue 013 272 285 285 285
(including
to be
issued)
Diluted 19.24 13.17 32.41 0.00 32.41 -1.38 31.03 61.3%
asset
value per
share
Diluted 13.43 14.98 28.41 0.00 28.41 -1.38 27.03 101.3
tangible %
asset
value per
share
Total 849 383 1 233 - 1 233 - 1 233 45.2%
shares 880 969 849 849 849
(ordinary 013 272 285 285 285
and
preference
) and
including
to be
issued
Comments
1. Bonatla acquired and took possession of the first 9 Bluezone property
companies on the 22 October 2010. Possession and control of the next
3 Bluezone companies was effected on the 21 June 2011. Bonatla
subsequently disposed of two of the properties and one Property
company in 2011.
2. The required number of irrevocable undertakings or proxies (approving
the acquisitions and disposals) were acquired from the Bonatla
shareholders at the time and have subsequently been renewed and
additional irrevocable undertaking secured. The proceeds from these
sales were mainly used to pay for the Section 311 costs, incurred by
Bonatla in getting the 12 Bluezone Property companies out of judicial
management and settling these companies liabilities.
3. The audited column is the Statement of Financial Position as per the
revised audited results as at 31 December 2011.
4. In Column "A", the balances relating to the 11 Bluezone companies as
at 31 December 2011 have been taken out of the audited figures. Note
that the audited column does not include Copper Moon Trading 249
(Pty) Ltd, which was sold on the 30 September 2011. Column A also
does not include the Africard and the Prospect Close properties which
were also sold in 2011.
5. In Column "B", the acquisition of the 12 Bluezone companies including
Copper Moon Trading 249 (Pty) Ltd and the Africard and Prospect Close
properties are included.
6. In Column "C", the Africard and the Prospect Close properties are
disposed.
7. In Column "D", the company, Copper Moon Trading 249 (Pty) Ltd is
disposed
8. Note that even though the Africard and Prospect Close buildings and
the company, Copper Moon Trading 249 (Pty) Ltd have been disposed,
the obligations to issue the ordinary shares still remain.
9. The ordinary shares will be issued once the issue, per this circular,
is approved by the shareholders.
10. In terms of a resolution passed by the directors of the Bluezone
property holding companies, it was resolved that the entire purchase
consideration, less costs relating to the section 311 application,
for the acquisition of the property companies be discharged through
the issue of Bonatla ordinary shares and not a combination of
ordinary shares and compulsory convertible preferences shares.
5. CONDITIONS PRECEDENT AND DOCUMENTATION
The above transactions are subject to shareholder approval in general
meeting and a circular to shareholders, incorporating revised listing
particulars, is in the process of being prepared and will be sent to
shareholders within 28 days of publication of this announcement. As
previously announced, the company had irrevocable undertakings to vote in
favour of the above transactions. Certain of these expired and the
company has resecured irrevocable undertakings to vote in favour of the
transactions.
6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
With the announcement of the property specific information and the pro
forma financial effects, shareholder are advised that the cautionary
announcement/s in relation to the above transactions is withdrawn.
7. NEW CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company has entered into new
negotiations for the acquisition of additional property portfolios into
the group. Negotiations are set to be finalised early next week.
By order of the board
15 June 2012
Sponsor
Arcay Moela Sponsors
Date: 18/06/2012 07:06:01 Supplied by www.sharenet.co.za
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