Wrap Text
Disposal of property
SENTULA MINING LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1992/001973/06)
Share code: SNU ISIN: ZAE000107223
(“Sentula” or “the Company”)
DISPOSAL OF PROPERTY
1. INTRODUCTION AND RATIONALE
The board of directors of Sentula (“the Board”) is pleased to inform shareholders that Sentula Mining
Services Proprietary Limited (“the Seller”), a wholly-owned subsidiary of Sentula, has entered into a
Sale of Property Agreement (“Sale Agreement”) dated 9 May 2014 (“Signature Date”) with the Trustees
for the time being of The Truzen 67 Trust (Master’s Reference Number IT 694/08/PMB) (“the
Purchaser”) to dispose of Erf 581, Registration Division IR, Ekurhuleni Metropolitan Municipality,
Province of Gauteng, in extent 9,962 square metres, held by the Seller under title deed T 45066/2010,
together with all improvements thereon, including all appurtenances, fixtures and fittings, specifically
including the overhead cranes (“Property”), for a purchase consideration of
R20 250 000.00 (“Purchase Consideration”) (“Disposal of the Property”).
The Property is currently used as the administrative and logistical offices of the Geosearch group of
companies, a wholly-owned subsidiary of Sentula. The net proceeds from the Disposal of the Property
will be used by Sentula to repay its senior debt facility.
2. DUE DILIGENCE
The Purchaser will, after the Signature Date, at its sole cost and expense, be entitled to conduct a
comprehensive due diligence investigation into the Property. The Seller will provide the Purchaser with
such documentation and access to the Property and to its books and records relating to the Property as
may reasonably be required by the Purchaser to conduct its due diligence investigation, including, but
not limited to, copies of the title deeds, zoning certificates, plans, municipal accounts, utility services
accounts, services contracts and insurance policies.
3. PURCHASE CONSIDERATION AND EFFECTIVE DATE OF THE DISPOSAL OF THE PROPERTY
The Purchase Consideration is to be settled in cash without withholding, deduction, set-off, the cost of
transfer of funds or any other form of retention against registration of transfer of the Property to the
Purchaser at the relevant office of the Registrar of Deeds (“Deeds Office”) (“Transfer”).
The Purchaser shall provide the Seller with a guarantee for the Purchase Consideration (“Guarantee”)
by no later than five business days after the Conveyancer, Hogan Lovell (formerly Routledge Modise
Attorneys), who shall attend to the Transfer of the Property (“Conveyancer”), notifies in writing that it is
ready to lodge the documents required for Transfer in the Deeds Office (“Guarantee Due Date”). The
Guarantee shall provide for payment of the guaranteed amount by means of a real time transaction into
the Seller’s nominated bank account upon written notification by the Conveyancer of Transfer,
cancellation of all mortgage bonds registered over the Property by the Seller, and registration of a
mortgage bond over the Property by the Purchaser in favour of its financier.
Prior to lodgement of the Transfer, the Seller shall deliver to the Purchaser the necessary certificates
including, inter alia, a valid certificate of compliance in respect of all electrical installations on the
Property and the necessary rates clearance certificate.
The Conveyencer will attend to Transfer after (i) the date on which the last of the conditions set out in
paragraph 4 below is fulfilled or waived in accordance with the Sale Agreement; (ii) the Purchaser has
provided the Seller with the Guarantee; and (iii) the Purchaser has paid all the costs of and incidental to
Transfer, including, inter alia, the conveyancing fees and transfer duty if applicable.
Ownership, occupation and possession of the Property and all risk in and benefit attaching to the
Property will pass to the Purchaser on the date on which Transfer is registered (“Transfer Date” or
“Effective Date”).
4. CONDITIONS PRECEDENT
The Disposal of the Property is subject to the fulfilment or waiver, as the case may be, that by no later
than the 30th day after the Signature Date:
- the Seller provides the Purchaser with the requisite resolution adopted by Sentula on the Disposal of
the Property; and
- the Purchaser provides the Seller with written confirmation that the Purchaser’s board of trustees
has approved and ratified the Disposal of the Property and the Sale Agreement, which decision shall
not be open to challenge by the Seller if the Purchaser’s reason for not securing its board approval is
related to one or more of (i) insufficient power being available to the Property and such additional
power cannot be obtained at a reasonable cost; (ii) structural defects or material adverse issues
relating to the Property; (iii) non-compliance with environmental laws, including relating to the
existing underground diesel bowser; (iv) adverse advice regarding re-zoning of the Property from
current ‘Commercial’ to ‘Industrial 3’ and (v) tenanting of the building requiring incurring of major
expenses in excess of R3 million.
5. OTHER TERMS OF THE DISPOSAL OF THE PROPERTY
The Seller shall pay a broker’s fee of 3.0% of the Purchase Consideration, being R607 500.00, to Jones
Lang LaSalle, against registration of Transfer.
Warranties which are normal in a disposal of this nature have been provided.
6. PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL OF THE PROPERTY
The pro forma financial effects of the Disposal of the Property on Sentula’s earnings per share, headline
earnings per share, net asset value per share and tangible net asset value per share are less than 3%
and therefore, in terms of paragraphs 9.15(d) and 9.15(e) of the Listings Requirements of the JSE
Limited (“JSE”), pro forma financial effects regarding the Disposal of the Property are not disclosed.
7. CATEGORISATION OF THE DISPOSAL OF THE PROPERTY
The Disposal of the Property constitutes a Category 2 transaction in terms of the Listings Requirements
of the JSE.
Johannesburg
13 May 2014
Sponsor
Merchantec Capital
Date: 13/05/2014 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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