LABAT AFRICA LIMITED - New terms relating to the previously announced proposed disposal of the sames property

New terms relating to the previously announced proposed disposal of the sames property

LABAT AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/001616/06)
(“Labat” or “the company”)
ISIN Code: ZAE 000018354 Share code: LAB


NEW TERMS RELATING TO THE PREVIOUSLY ANNOUNCED PROPOSED
DISPOSAL OF THE SAMES PROPERTY


Introduction
As announced on SENS on 9 October 2013, the company advised that it has
received a firm offer dated 03 October 2013 for the SAMES property from a related
party, Zatoblox Proprietary Limited, for a purchase consideration of R17 million.

The board is pleased to advise that it has received a higher cash offer of R18.8
million from Morgan Creek Properties 311 CC (“Morgan Creek”) for the purchase of
the SAMES Property. Morgan Creek is not a related party to Labat. Labat has
accepted the offer on 6 November 2013. Accordingly, the offer from Zatoblox will be
terminated.

The SAMES property is regarded as being non-core to the current and future
business of Labat and will be sold by Sames Properties, a wholly owned subsidiary
of Labat.

Any capital gains tax arising on the Disposal will be settled by Sames Properties.
Any transfer duties will be payable by the purchaser of the SAMES Property.

Business of SAMES property
The SAMES Property has largely remained without tenants since the outsourcing of
the manufacturing of the group’s electronic chip manufacturing business. The
SAMES property is located at Portion 1 of Erf 113, 33 Eland Street, Koedoespoort, in
Pretoria and measures 16 657 square metres of which 3 297 square metres is
occupied by SAMES (Pty) Ltd at a gross rental of R27.29 per square metre, and third
parties occupying 2 181 square metres at a gross rental of R28.79 per square meter
excluding VAT. This results in a weighted average rental per square metre of the
entire gross lettable area of R27.89.

A valuation report has been obtained from an external independent property valuer
which valued at the property at R16 750 000 (Sixteen Million Seven Hundred and
Fifty Thousand Rand).

Purchase consideration
The purchase consideration the Purchase Consideration”) payable by the Purchaser
to the Seller in terms of the Sale Agreement is an amount equal to R18 800 000
(Seventeen Million Rand) inclusive of VAT at a rate of 0%. A deposit of R3 000 000
has been paid to Labat’s attorneys and a bank guarantee of R15 800 000 must be
furnished by no later than 28 February 2014, payable free of exchange against
registration of the SAMES Property into the name of Morgan Creek.

Conditions precedent
The SAMES property disposal is conditional on the approval of the Labat
shareholders in General Meeting.

The property will effectively be sold “voetstoets”.

Application of the sale proceeds
The sale proceeds will be applied towards the repayment of debt, funding working
capital requirements, and the furthering of local activities or investments to the extent
that cash is available.

The effective date of the transaction
The effective date of the SAMES Property Disposal is not known as at the Last
Practicable Date but will be with effect from the date of the transfer of the SAMES
Property.


Pro forma financial effects of the transaction
The pro forma financial effects of the proposed disposal of property will be
announced in due course once the pro forma financial effects have been finalised.

Classification of the transaction
The SAMES Property disposal is a Category 1 transaction in terms of the Listings
Requirements and a fundamental transaction in terms of section 112 of the Act.
Accordingly, Labat shareholders are required to consider and approve the SAMES
Property disposal and pass the necessary special resolution prior to implementation.

Labat shareholders will be provided with information on the SAMES Property
Disposal in terms of section 115 of the Act, the Takeover Regulations and the
Listings Requirements, so as to enable them to make an informed decision whether
or not to vote in favour of the special resolutions required to implement the SAMES
Property disposal.

RENEWAL OF CAUTIONARY ANNOUNCEMENT
Pursuant to the abovementioned proposed disposal of the SAMES Property as well
as the previously announced rights offer, shareholders are advised to exercise
caution when dealing in the company’s securities until pro forma financial effects
are announced.



Johannesburg
19 November 2013

Sponsor
Arcay Moela Sponsors Proprietary Limited

Date: 19/11/2013 02:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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