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CARGO CARRIERS LIMITED - Disposal of a property by a wholly-owned subsidiary of Cargo Carriers

Release Date: 01/02/2013 15:26
Code(s): CRG     PDF:  
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Disposal of a property by a wholly-owned subsidiary of Cargo Carriers

CARGO CARRIERS LIMITED
(Registration Number 1959/003254/06)
Share code: CRG
ISIN: ZAE000001764
("Cargo Carriers" or "the Company")


DISPOSAL OF A PROPERTY BY A WHOLLY-OWNED SUBSIDARY
OF CARGO CARRIERS


1. INTRODUCTION
   Shareholders are advised that Cargo Carriers Alrode Property (Proprietary)
   Limited (“the Seller”), a wholly-owned subsidiary of Cargo Carriers has entered
   into an agreement for the disposal of the properties situated at:
     - Erf 1607 Alrode Extension 2 Township;
     - Erf 289 Alrode Extension 2 Township; and
     - the remaining extent of Erf 283, Alrode Extension 2 Township
   (together referred to as “the Property”) to the South African Breweries
   (Proprietary) Limited (“the Purchaser”) (“the Disposal”). The effective date of the
   disposal is the date on which the suspensive conditions set out in clause 4 below
   are fulfilled or waived by the Purchaser. The Disposal was approved by the board
   of directors of Cargo Carriers on 1 February 2013, subject to the fulfilment of the
   suspensive conditions.

2. RATIONALE
   The Property was purchased by the Seller in 1987. The Seller has not occupied the
   Property since 2002 and subsequently entered into a long term lease in respect of
   the property, which lease expires at the end of March 2013.

3. DISPOSAL CONSIDERATION AND USE OF DISPOSAL PROCEEDS
   The disposal consideration is R38 000 000 and is payable by the Purchaser to the
   Seller on the date of transfer of the Property into the Purchaser?s name. Pending
   fulfilment or waiver of the conditions precedent, the Purchaser shall provide a
   company guarantee undertaking payment of the purchase price to the Seller on
   registration of the transfer. Following the transfer of the property into the
   Purchaser?s name, the disposal proceeds will be considered either for reinvestment
   or the reduction of debt.

4. SUSPENSIVE CONDITIONS
   The disposal is subject to the following suspensive conditions:
    - the board of directors of the Purchaser passing a resolution authorising the
      purchase of the property on or before 8 February 2013; and
    - the purchaser and/or its representatives, on or before 8 February 2013,
      conducting a geotechnical study on the Property to satisfy itself that the
      Property is suitable for its intended purpose.

5. FINANCIAL EFFECTS OF THE DISPOSAL
   The table below sets out the unaudited pro forma financial effects of the Disposal
   on Cargo Carriers based on the published unaudited results for the six months
   ended 31 August 2012. The unaudited pro forma financial information has been
   prepared in order to show the effects of the Disposal, assuming that the Disposal
   took place on 1 March 2012 for purposes of the statement of comprehensive
   income and as at 31 August 2012 for purposes of the statement of financial
   position. The pro forma financial effects, which are the responsibility of the
   directors, have been prepared for illustrative purposes only and, due to their nature,
   may not fairly present Cargo Carriers financial position, changes in equity, cash
   flow or the results of its operations.


                                                                                   %
                                         Before Disposal     After Disposal      change

    Weighted Average shares in issue               19 406              19 406       0%

    Earnings per ordinary share
    (cents)                                          62.7               123.6      97%

    Headline earnings per ordinary
    share (cents)                                    61.9                 63.1      2%

    Shares in issue at period end
    ('000)                                         19 406              19 406       0%

    Net asset value per share (cents)             1 833.3              1 911.7      4%

    Net tangible asset value per share
    (cents)                                       1 819.4              1 897.8      4%


  Assumptions:
  (i)   The „Before Disposal? column has been extracted without adjustment from
        the published unaudited results of Cargo Carriers for the six months ended 31
        August 2012;
  (ii)  The “After Disposal” column for earnings and headline earnings per share
        assumes that the property was disposed on 1 March 2012 and that no rental
        or costs relating to the property were earned for the six month period.
  (iii) Normal tax at a rate of 28% and Capital Gains Tax at a rate of 18.65% has
        been assumed, where applicable. Profit on the disposal of R14 375 000 has
        been estimated and adjusted for headline earnings purposes, net of tax;
  (iv)  The “After Disposal” column for net asset and net tangible asset value per
        share assumes that the property was sold on 31 August 2012 and the
        proceeds on disposal were applied to investments on the same date.

6. CATEGORISATION OF THE DISPOSAL IN TERMS OF THE JSE LISTINGS
   REQUIREMENTS
   The Disposal is classified as a category 2 transaction in terms of the JSE Listings
   Requirements and does not require the approval of shareholders.

7. FURTHER ANNOUNCEMENT
   Shareholders will be advised by way of a SENS announcement when the
   suspensive conditions have all been fulfilled or waived and the Disposal becomes
   unconditional.

Johannesburg
1 February 2013

Sponsors
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Date: 01/02/2013 03:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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