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DISPOSAL OF SANDTON 4 PROPERTY AND DISPOSALS UPDATE
The Don Group Limited
Incorporated in the Republic of South Africa
(Registration number: 1946/023123/06)
Share Code: DON ISIN: ZAE000008462
(“The Don” or “the Company”)
DISPOSAL OF SANDTON 4 PROPERTY AND DISPOSALS UPDATE
Further to the announcement released on SENS on 11 July 2012 (“terms announcement”) and using the
terms defined therein unless otherwise stated, shareholders are hereby informed that The Don, through its
wholly-owned subsidiary, Granport, has entered into agreement to dispose of the Sandton 4 Property which
consists of 21 Sectional Title Units (hereinafter referred to as “the Units”) as more fully described in
paragraph 1.1 below. Shareholders are also hereby provided with an update to the Disposals as set out in
the terms announcement.
1. THE DISPOSAL OF SANDTON 4 PROPERTY
The Board is pleased to inform shareholders that Granport has entered into an Agreement of Sale dated
6 August 2012 (“the Sandton 4 Property Disposal Agreement”) with Trafalgar Holiday Resorts
Proprietary Limited (“Trafalgar”) to dispose of the Units – together with all fittings and fixtures of a
permanent nature - to Trafalgar for a purchase consideration of R12.9 million (“Sandton 4 Property
Disposal”). As stated in the terms announcement, it is the intention of the Board to dispose of The Don’s
hotel properties.
1.1 Details of the Sandton 4 Property
The Sandton 4 Property consists of the Units which comprise Section Numbers 1 to 21 which
measure approximately 1 073 square metres in total, as shown and more fully described on
Sectional Plan No. SS 510/1993 in the scheme known as Caversham Hall, in respect of the land and
building or buildings situated at Sandown, Gauteng Province, together with an undivided share in
common property in the scheme apportioned to the said section in accordance with the participation
quota as endorsed on the said sectional plan.
1.2 Purchase consideration and effective date of the Sandton 4 Property Disposal
The total purchase consideration for the Sandton 4 Property is R12.9 million. However, as Granport
owes Trafalgar an amount of R1.4 million pursuant to an agreement entered into between Granport
and Trafalgar on 6 June 2008 pertaining to the use by each of them of apartments owned by the
other – which agreement is cancelled by virtue of the Sandton 4 Property Disposal Ageement - the
amount thus due by Granport to Trafalgar will be deducted from the aforementioned purchase
consideration.
Accordingly, the R11.5 million payable for the Sandton 4 Property is to be settled by Trafalgar as
follows:
- a deposit of R1 million payable in cash to the Seller’s Conveyancers within five days of signature
of the Sandton 4 Property Disposal Agreement; and
- the balance of R10.5 million payable in cash free of exchange, against registration of transfer
and which will be secured by means of a bank guarantee/s acceptable to and in favour of the
Granport and/or its nominee/s. Trafalgar will deliver such guarantee/s to Granport’s
Conveyancers within 45 days after Granport has signed the Sandton 4 Property Disposal
Agreement.
Trafalgar shall take possession of the Sandton 4 Property on the date of registration of transfer
thereof, being the effective date.
1.3 Categorisation of the Sandton 4 Property Disposal and conditions precedent
As the Sandton 4 Property Disposal constitutes a Category 1 transaction in terms of section 9.5(b) of
the JSE Listings Requirements, it is subject to:
- the obtaining of all necessary regulatory approvals, including, inter alia, approval by the JSE;
and
- approval by shareholders of The Don in general meeting.
1.4 Other terms of the Sandton 4 Property Disposal Agreement
The transfer costs pertaining to the Sandton 4 Property are to be paid to Granport’s Conveyancers
by Trafalgar, upon request.
The Sandton 4 Property is sold “voetstoots”, without any warranty as to either patent or latent
defects, and subject to such conditions mentioned or referred to in Granport’s Title Deed and the
relevant prior Title Deeds and to all such conditions and servitudes, if any, that may exist in respect
thereof.
Granport shall continue with all the short-term leases of the Units by third parties on the basis that,
subsequent to the signature of the Sandton 4 Property Disposal Agreement, all leases are to be
approved by both Granport and Trafalgar.
2. PRO FORMA FINANCIAL EFFECTS OF THE DISPOSALS AND THE SANDTON 4 PROPERTY
DISPOSAL
The pro forma financial effects of the Disposals and the Sandton 4 Property Disposal on the reported
financial information of The Don will be announced to shareholders in due course and accordingly, until
such time shareholders are reminded to continue to exercise caution when dealing in the Company’s
securities.
3. VALUATION REPORT AND FURTHER DOCUMENTATION
In terms of section 13.20(c) of the Listings Requirements, the Company is required to obtain a valuation
report prepared by an independent registered valuer on the hotel properties which are the subject of a
Category 1 transaction. Accordingly, the services of JHI Properties Proprietary Limited have been
retained for the purposes of providing a valuation report.
The valuation report will be included in a circular containing full details of the Disposals and the disposal
of the Sandton 4 Property, which circular will include, inter alia, a notice to convene a general meeting of
shareholders of The Don in order to consider and, if deemed fit to pass, with or without modification, the
resolutions necessary to approve and implement the Disposals and the disposal of the Sandton 4
Property. The circular will be distributed to shareholders of The Don in due course.
Johannesburg
8 August 2012
Sponsor
Merchantec Capital
Independent registered valuer
JHI Properties Proprietary Limited
Date: 08/08/2012 05:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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