RDC Properties Limited, the variable loan stock listed on the Botswana Stock Exchange (BSE), said it has entered into an agreement to acquire Chobe Marina Lodge from Italtswana Construction Company (Pty) Ltd and announced the amalgamation with Tholo Pty, which owns properties in Gaborone.
In a note on the BSE website, the company revealed it will acquire the Lease Area No. 4 ÔÇôRO Kasane and the resort enterprise conducted thereon, which comprises a central complex of bars, restaurant, pool, shops, offices, common areas of landscaped gardens and accommodation units, from ICC for P55┬á656┬á861 which shall be discharged by the issue by the company to ICC of 6┬á957┬á108 linked units at an issue price of P8.00 per linked unit.
“The asset has been independently valued at P67┬á000┬á000. Net current assets less deferred taxation totaled P1┬á715┬á207. The discount between valuation and price is accounted for by reason of the fact that five units of accommodation are the subject of long term leases, three in favour of the company and two in favour of third parties who participate in rental income, and the fact that the company will not receive that rental income for those units for the unexpired period of the lease,” the note said.
RDC Properties Limited said the Botswana Unified Revenue Service (BURS) has confirmed the acquisition is exempt from income tax on any gain and the Competition Authority has confirmed no notification and approval is necessary.
“The acquisition is subject to the approval by ordinary resolution of shareholders, at the Annual General Meeting scheduled for the 12 September 2013. The related parties and the directors who are interested in the related parties will not vote on the resolution.”
The company also revealed that an agreement has been reached to acquire the letting enterprise and properties of 50668/9 and 50369 Building A and B Tholo Park Fairgrounds, Gaborone by way of amalgamation with Tholo (Pty) Ltd.
Under the deal, the company shall settle the 50 percent interest of Shakawe (Pty) Ltd in Tholo (Pty) Ltd by way of an issue of 1┬á458┬á618 linked units at an issue price of P8.00 per linked unit and subject to consent of First National Bank of Botswana (FNBB) assumption of a debt, utilised in the development of Tholo Park, of Shakawe to FNBB of approximately P6┬á049┬á339.
RDC Properties said the asset of the Tholo enterprise was independently valued at P53┬á491┬á000. It added that in calculating the value of the 50 percent, current liabilities, deferred tax and long term loan were subtracted.
It noted that BURS has confirmed that the amalgamation will not attract income tax on disposal of the enterprise to RDC. The Competition Authority has required notification of the amalgamation and application for approval, which is in progress.
“The amalgamation is conditional upon approval of the Competition Authority and the shareholders of Tholo (Pty) Ltd and of RDC approving the amalgamation by special resolution and registration thereof by the Registrar of Companies,” said the company, adding that ssubject to fulfilment of the relevant conditions, the acquisition and amalgamation are anticipated to become effective 1 October 2013.