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Disposal of the farming enterprise known as quarrie farms to k2013088981 Proprietary Limited
CROOKES BROTHERS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1913/000290/06)
SHARE CODE: CKS ISIN: ZAE000001434
(“CROOKES” OR “THE COMPANY”)
DISPOSAL OF THE FARMING ENTERPRISE KNOWN AS QUARRIE FARMS TO
K2013088981 PROPRIETARY LIMITED (“K2013088981 OR THE PURCHASER”)
1. Introduction and terms
Shareholders are advised that an agreement has been reached between Crookes and
K2013088981 Proprietary Limited, for the disposal of the farming enterprise known as
Quarrie Farms in Bredasdorp, Western Cape, together with its movable and immovable
properties, as a going concern (“Quarrie Farms”), for a purchase consideration of R160
million payable in cash on registration of transfer of the properties (“the consideration”)
(“the disposal”).
The effective date of the disposal will be the day following the date of registration of
transfer of Quarrie Farms or the day following the date of payment of the consideration.
2. Description of Quarrie Farms
Quarrie Farms is described as follows:
- Farm No. 356 in the division of Bredasdorp, 328,7656 hectares;
- Remainder of the Farm Swartsdal No. 42, in the division of Bredasdorp, 754,5375
hectares;
- Remainder of the Farm Uitzicht No. 38 in the division of Bredasdorp, 331,1775 hectares;
- Portion 1 of the Farm Kykoedy No. 12 in the division of Bredasdorp, 134,4755 hectares
- Portion 5 (a Portion of 4) of the Farm Kykoedy No. 12 in the Division of Bredasdorp,
38,0172 hectares;
- Portion 19 of the Farm Kykoedy No. 12 in the division of Bredasdorp, 807,1529 hectares;
- Portion 4 (Panorama) of the Farm Half Aampjeskraal in the division of Bredasdorp,
636,4045 hectares;
- Portion 11 (Fourieshoogte) (Portion of Portion 7) of the Farm Quarrie in the division of
Bredasdorp, 163,7389 hectares;
- Portion 3 of the Farm Quarrie A No. 41 in the division of Bredasdorp, 214,1314 hectares;
and
- Remainder of Portion 1 of the Farm Quarrie A No. 41 in the division of Bredasdorp,
189,3774 hectares;
Quarrie Farms is in the Province of Western Cape, totalling 3 597.7784 hectares and it is used
for the farming of grain and sheep.
Quarrie Farms is being sold free of all liabilities.
The value attributed to the disposal is equal to the valuation made by the company based on
the current market prices of similar farms in the area ruling at the time, where there is a willing
buyer - willing seller.
The proceeds of the disposal will be utilised to fund other expansion opportunities.
2. Rationale for the disposal
The rationale is to re-invest the proceeds of the disposal in other areas within southern Africa
which provide a higher return on investment.
3. Suspensive conditions
The disposal is subject to conditions that are considered normal for transactions of this nature,
of which the following remain outstanding:
- regulatory approval, where necessary; and
- the registration of transfer of the properties
4. Warranties
The disposal is subject to warranties that are considered normal for transactions of this nature.
5. Financial effects
The pro forma financial effects of the disposal are set out below. The pro forma financial effects
have been prepared for illustrative purposes only to provide information on how the disposal may
have impacted on the results and financial position of Crookes. Preparation of the pro forma
financial effects is the responsibility of the directors. Because of their nature, the pro forma
financial effects may not fairly present Crookes’s financial position after the disposal or the effects
on future earnings:
Before the disposal After the disposal
12 months ended Pro forma Change
Notes 31 March 2013
Earnings per share (cents) 1. 757.1 1 772.8 134.2%
Headline earnings per share (cents) 749.9 745.9 (0.5%)
2. 4 701 5 721 21.7%
Net asset value per share (cents)
Net tangible asset value per share (cents) 4 701 5 721 21.7%
Number of shares in issue 12 385 000 12 385 000 -
Weighted average number of 12 385 000 12 385 000 -
shares in issue
Assumptions:
- The proceeds of the disposal may not be used to fund an acquisition within 12 months and will
be invested in the money market at a before tax return of 5.5%.
- Capital gains tax (CGT) will be levied on the capital profit and will be paid 6 months after the
receipt of the purchase consideration.
Notes:
1. The pro forma earnings per share calculation includes the capital profit of R139.1 million and
CGT of R15.4 million.
2. The pro forma net asset value calculation includes the cash proceeds and the attached CGT
liability.
6. Categorisation of the disposal
The disposal is categorised as a Category 2 transaction in terms of the JSE Limited Listings
Requirements and is therefore not subject to shareholder approval.
Renishaw
1 August 2013
Corporate Advisor and Sponsor: Sasfin Capital
A division of Sasfin Bank Limited
Date: 01/08/2013 03:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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