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RBA HOLDINGS LIMITED - ACQUISITION OF PROPERTIES FOR DEVELOPMENT PURPOSES

Release Date: 15/04/2013 16:07
Code(s): RBA     PDF:  
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ACQUISITION OF PROPERTIES FOR DEVELOPMENT PURPOSES

RBA Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/009701/06)
(JSE code: RBA ISIN: ZAE000104154
(“RBA” or “the company”)

 ACQUISITION OF PROPERTIES FOR DEVELOPMENT PURPOSES


1.     Introduction and rationale for acquisition

Shareholders are advised that a wholly owned subsidiary of RBA, namely RBA Developments
(Tshwane) (Pty) Ltd (“the Purchaser”) has entered into an agreement with the Clayville Garden
City Housing Company Proprietary Limited for the acquisition of nine properties in Clayville
Extension 28 Township for purposes of developing affordable housing (“the acquisition”).


2.     Description of the properties

The properties are Erven 2181 – 2188 and 2190 Clayville Extension 28 Township (“the
Properties”) and is approximately 17.4 hectares in size in total.


3.     Terms and conditions of the acquisition

The aggregate purchase price of the properties amounts to R 14 500 000 (excluding VAT) and
the agreement is subject to the Purchaser being granted a loan on or before 1 May 2013 of an
amount of not less than the purchase price, plus a further loan facility for the payment of VAT
payable on the Purchase Price. The agreement makes provision for an extension of time to
obtain finance that will not be unreasonably withheld. It is currently envisaged that the key
impediment to gaining finance will be the need to secure sufficient electrical supply for the
proposed development of sectional title units on the property in line with RBA’s new strategic
approach to the rental market. Shareholders will be informed once the suspensive condition has
been fulfilled.


4.     Unaudited pro forma financial effects of the acquisition

The unaudited pro forma financial effects set out below are provided for illustrative purposes
only to provide information about how the acquisition may have impacted on RBA’s results and
financial position. The pro forma financial effects have been prepared in accordance with
International Financial Reporting Standards. Due to the nature of the unaudited pro forma
financial information, it may not give a fair presentation of the company’s results and financial
position after the acquisition. The unaudited pro forma financial effects are based on the
reviewed financial information of RBA for the 12 month period ended 31 December 2012. The
directors of RBA are responsible for the preparation of the unaudited pro forma financial effects.

                                                   Before the         Pro forma After
                                                  acquisition         the acquisition
                                                   reviewed             31 Dec 2012
                                                  31 Dec 2012                                 Change

     Earnings / (loss) per share (cents)              (2.35)                (2.60)           (10.55%)
     Headline earnings / (loss) per share
                                                      (0.88)                (1.13)           (28.41%)
     (cents)
     Net asset value per share (cents)                13.59                 13.59                 -
     Net tangible asset value per share
                                                      13.23                 13.23                 -
     (cents)
     Weighted average shares in issue              400,162,625          400,162,625               -
     Number of shares in issue at period
                                                   429,976,189          429,976,189               -
     end



Notes:
          (1) For the purpose of calculating the earnings and headline earnings / (loss) per share,
              it is assumed that the acquisition was implemented on 1 January 2012 and for the
              purpose of calculating the net asset value and the net tangible asset value per
              share, it is assumed that the acquisition was implemented on 31 December 2012.
          (2) The "Before the acquisition" column has been extracted without adjustment, from
              the reviewed results of RBA for the period ended 31 December 2012.
          (3) The "After the acquisition" net asset value per share and net tangible asset value
              per share includes the asset acquired and an increase in short term liabilities of R16
              281 000 which includes the VAT portion.
          (4) The "After the acquisition" earnings / (loss) per share and headline earnings / (loss)
              per share includes the after tax effect of an interest charge at 9,5%.


5.       Categorisation of the acquisition

The acquisition is categorised, in terms of the JSE Limited’s Listings Requirements, as a
Category 2 transaction and does not require shareholders’ approval.


15 April 2013
Johannesburg


Designated Adviser
Exchange Sponsors

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