Disposal of Muldersdrift Quarry and withdrawal of cautionary announcement
W G WEARNE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005983/06)
(Share Code: WEA ISIN Code: ZAE000078002)
(“Wearne” or “the Company” or “the Group’’)
DISPOSAL OF MULDERSDRIFT QUARRY AND WITHDRAWAL OF CAUTIONARY
1.1. With reference to the cautionary announcement dated 21 January 2019, shareholders
are informed that Wearne has, on 29 January 2019, entered into term sheet with
Furness Investments (Pty) Limited (“Furness Investments”) and AGW Trading (Pty)
Limited (“AGW”) (collectively “the Purchasers”) to dispose of the property and certain
assets of the Muldersdrift Quarry to the Purchasers, subject to certain conditions
precedent referred to below (“The Transaction”).
1.2. The Purchasers requested a period of exclusivity to complete a due diligence and
negotiations and to sign the formal agreements.
2. NATURE OF THE BUSINESS OF MULDERSDRIFT QUARRY
The Muldersdrift Quarry is a granite quarry located in Muldersdrift near Krugersdorp
that produces normal aggregates for the road and normal building industry. The
Muldersdrift Quarry also produces building and river sand.
3. RATIONALE FOR THE TRANSACTION
As previously announced, Wearne has developed and is implementing a restructure
plan to sell off non-core assets to improve its liquidity and solvency. The Muldersdrift
Quarry has been identified as a non-core asset.
4. SALIENT TERMS AND CONDITIONS OF THE TRANSACTION
The Purchasers offered to purchase the Muldersdift Quarry as follows:
4.1.1 Furness Investments will purchase the Muldersdrift Quarry properties
measuring 146 hectares in total for R 35.5 million payable on transfer of the
4.1.2 AGW will purchase the Muldersdrift Quarry assets, business and mining right
for R 18 million, payable R 16 million on transfer of business and R 2 million
on transfer of the mining right. AGW will also take over the rehabilitation
liability of the Muldersdrift Quarry.
4.2 Conditions precedent
The offer is subject to the following suspensive conditions:
4.2.1 Execution of formal agreements between Wearne and the Purchasers;
4.2.2 Finance being approved by a financial institution for the Purchasers to fund
the acquisition of the Muldersdrift Quarry;
4.2.3 Approval by the necessary regulatory authorities, including the JSE Limited
and Competition Commission to the extent required; and
4.2.4 Approval by the Board and the shareholders of Wearne.
5. USE OF PROCEEDS
The Transaction proceeds will be used for repayment of debt and to improve the
liquidity position of the Group.
6. FINANCIAL INFORMATION FOR THE TRANSACTION
The net value of the assets attributable to the Transaction was approximately R 70
million as at the year ended 28 February 2018. The loss attributable to the net assets
that are the subject of the Transaction, was R 7 million for the year ended 28 February
7. CATEGORISATION OF THE TRANSACTION
The Company is currently in discussions with the JSE regarding the categorisation of
the Transaction, given the suspension of its shares. Once the categorisation of the
Transaction has been determined, shareholders will be notified thereof.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that caution is no longer required to be exercised by
shareholders when dealing in the company’s securities.
30 January 2019
Date: 30/01/2019 09:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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