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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 Johannesburg (Pty) Ltd has together with a commercial property developer, True North Developments (Pty) Ltd, (collectively hereinafter referred to as the Purchasers) entered into an agreement with the Bischjanswood Trust (the Seller) in terms of which the Seller sells to the Purchasers land situated in Dawn Park, to construct and sell affordable housing to third parties and for commercial development purposes (the Acquisition).
2. Description of the properties
The properties are Portions 11 and 12 of the Farm Rondebult 136 IR (the Property).
3. Terms and conditions of the acquisition
3.1 On 12 August 2013 the Purchasers, acting jointly and severally, entered into a pre-incorporation agreement for and on behalf of a Company to be formed, which Company is to take transfer of the Property.
3.2. The structure of this joint venture has not yet been determined and due to the nature of the transaction and suspensive conditions, it will only be finalised in due course.
3.3 The Purchase Price for the Property amounts to R 42 000 000.00 exclusive of VAT and is payable as follows:
3.3.1 a deposit of R 1 000 000 within 60 days from the date of signature of the agreement;
3.3.2 a further deposit of R 1 000 000 within 30 days from the day that the issue of the Record of Decision issued by the relevant department of environmental affairs has come to the attention of the Purchaser which date is anticipated to be during the second half of 2014; and
3.3.3 the balance on registration of transfer of the Property.
3.4 The agreement is subject to the following suspensive conditions to be fulfilled by no later than 550 calendar days from the day following the date of signature of the agreement:
3.4.1 the granting of a loan of an amount of R 40 000 000.00 plus a further loan facility for the payment of VAT payable on the full Purchase Price on such terms and conditions acceptable to the Purchasers by a registered bank or financial institution;
3.4.2 the obtaining of the necessary consent from the relevant competent authorities on terms and conditions acceptable to the Purchasers to proceed with and achieve the establishment of a proclaimed township; and
3.4.3 the conclusion of services agreements with the municipality, or any other provider of the required municipal services, in regards the provision, supply and installation of all municipal infrastructure, inclusive of Internal and External Services, specifically on terms and conditions acceptable to the Purchasers and in particular agreement having been reached with the municipality in regards bulk service costs or other municipal service contributions or contributions to be made or imposed, or intended to be imposed upon the Purchasers as a land developer.
3.5. The suspensive conditions were inserted for the benefit of the Purchasers.
4. Categorisation and financial effects of the acquisition
The financial effects and the categorisation of the acquisition will only be known after the development costs have been determined, the financing structure has been finalised and the joint venture agreement has been concluded between the Purchasers. A further announcement will be made once more detail is available pertaining to the transaction.
18 September 2013
Johannesburg
Designated Adviser
Exchange Sponsors
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