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Announcement regarding the acquisition of Grande Roche and Cautionary Announcement
BONATLA PROPERTY HOLDINGS LIMITED
(Registration number 1996/014533/06)
Share code: BNT ISIN: ZAE000013694
(”Bonatla” or “the Company”)
ANNOUNCEMENT REGARDING THE SIGNING OF AN AGREEMENT WITH RESPECT TO THE
ACQUISTION OF GRANDE ROCHE ESTATES AND GRANDE ROCHE HOTEL, PARTIAL WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that an agreement has been signed between Bonatla Properties
Proprietary Limited (“Bonatla Properties” or “Purchaser”), a subsidiary of Bonatla, and Volaw
Nominees One Limited and Volaw Nominees Two Limited, whereby Bonatla will acquire the
equity and shareholder loans of Good Hope Limited, an offshore BVI investment company,
which owns Grande Roche Hotel Proprietary Limited, the company owning the properties
known as Erf 9382 Paarl and Erf 20624, Paarl and operated by Grande Roche Estates Proprietary
Limited (together “Grande Roche”).
1. Rationale of the acquisition
Bonatla is currently in the process of injecting property and other assets into the Company
so as to benefit shareholders and to meet the requirements of paragraph 4.28 of the
Listings Requirements of the Johannesburg Stock Exchange (“JSE”) for a Main Board listed
company.
The Grande Roche Hotel and conference facility is one of the most prestigious boutique
hotels in South Africa. The hotel has recently been operating at a loss as a result of certain
non-performing assets and interest charges which Bonatla expects to eliminate. The
elimination of these costs combined with Bonatla’s property management expertise is
expected to return the hotel to profitability. It is furthermore intended that the established
hospitality component will be enhanced and extended as permitted by the town
planning provisions. This acquisition will expand the Group’s property holdings in the Cape
Winelands following the Ruitersvlei acquisition, announced on 1 December 2016.
2. Terms
The total purchase consideration is R54 million, of which R100 is applied to the purchase of
the equity and R53 999 900 for the purchase of all shareholders’ loans including liabilities.
The purchase consideration is payable by Bonatla Properties in cash.
The effective date of the transaction will be 1 February 2017, subject to the fulfilment of
the conditions precedent detailed below.
3. Conditions precedent and categorisation
The transaction is subject to the fulfillment of the following remaining conditions
precedent:
- all regulatory approvals including JSE, TRP, Companies Act, Competition Authority
and Exchange Control being met by 31 January 2017, which date may be
extended to allow for fulfilment of the suspensive conditions; and
- the approval by the shareholders of the Purchaser.
The transaction is a category 1 transaction per the JSE Listings Requirements. Accordingly,
shareholder approval and an independent valuation report complying with section 13.20
to 13.31 of the JSE Listings Requirements will be required.
4. Details of the property
PROPERTY ADDRESS LOCATION SECTOR AREA PROPERTY
NAME VALUATION
Erf 9382 Paarl, Paarl, Hospitality 958 m2 To be
Western Western advised
Cape Cape
Erf 20624 Paarl, Paarl, Hospitality 23 6296 To be
Western Western hectares advised
Cape Cape
5. Financial information
Impact on statement of financial position
Subject to an independent property valuation, investment property will increase by
R54 million and loans will increase by R54 million. The property was previously valued at
R58 million but a new independent valuation will be obtained in due course and the
valuation will be included in the circular to shareholders and, in the event that the value
exceeds or is below R54 million, there may be a fair value adjustment or impairment on
acquisition.
Impact on statement of comprehensive and other income
Grande Roche operated at a loss of R8 159 504 for the year ended 30 June 2016, of which
a large portion was attributed to the restaurant at Grande Roche and interest on the
shareholder loan. It is the intention of Bonatla to restructure the business and to lease the
restaurant to a third party, which is expected to assist in returning Grande Roche to
profitability.
6. Documentation
In accordance with the JSE Listings Requirements, a circular is to be issued within 60 days
of publication of a terms announcement.
However, due to the complex nature of the circular to shareholders that is required to
regularise transactions from 2009 to date, the Company will have to apply to the JSE for
an extension of time to be able to finalise the requisite circular to shareholders. This
represents an unavoidable breach of the JSE Listings Requirements. The Company is also
required to comply with section 4.28 of the JSE Listings Requirements, which process is
ongoing.
A circular convening a general meeting and providing further detail of the acquisition of
Grande Roche will be sent to the Company’s shareholders in due course.
7. Partial withdrawal and renewal of cautionary announcement
Shareholders are referred to the cautionary announcement last released on 20 December
2016 and are advised that, to the extent that it applied to the acquisition of Grande
Roche, the cautionary announcement is withdrawn. The Company does remain in other
negotiations, which are at an advanced stage and therefore shareholders should
continue to exercise caution until a further announcement is made.
By order of the board
23 December 2016
SPONSOR
Arbor Capital Sponsors Proprietary Limited
Date: 23/12/2016 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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