Wrap Text
BNT - Bonatla Property Holdings Limited - Provisional reviewed condensed
consolidated results for the year ended 31 December 2011
BONATLA PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06)
Share code: BNT ISIN: ZAE000013694
("Bonatla" or "the company" or "the group")
PROVISIONAL REVIEWED CONDENSED CONSOLIDATED RESULTS
FOR THE YEAR ENDED 31 DECEMBER 2011
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 2011 31 December 2010
12 months 12 months
Reviewed Audited
R`000 R`000
ASSETS
Non-current assets 402 193 324 629
Property, plant and equipment 50 063 24 702
Investment property 195 560 189 810
Goodwill 48 261 3 261
Other intangible assets 1 102 1 193
Investments 1 548 -
Pre-payments 55 178 55 663
Deposit 50 481 50 000
Current assets 78 957 62 283
Inventory 487 -
Trade and other receivables 76 671 60 546
Pre-payments - current portion 582 582
Cash and cash equivalents 1 217 1 155
Non-current assets held for sale 13 000 40 000
Total assets 494 150 426 912
EQUITY AND LIABILITIES
Equity capital and reserves 383 687 335 880
Share capital 225 840 254 570
Shares to be issued 267 148 190 491
Treasury shares (17 461) -
Accumulated loss (91 840) (109 181)
Non-current liabilities 52 270 46 325
Borrowings - long term 36 883 36 676
Deferred taxation 15 387 9 649
Current liabilities 58 193 44 707
Borrowings - short term 35 044 37 594
Trade and other payables 12 676 6 002
Bank overdraft 5 361 -
Taxation 5 112 1 111
Total equity and liabilities 494 150 426 912
cents cents
Net asset value per share 38,01 50,78
Net tangible asset value per share 33,12 50,11
Shares in issue (including to be 1 009 331 047 661 377 814
issued)
Diluted asset value per share 29,45 40,24
Diluted tangible asset value per 25,66 39,71
share
Total shares (ordinary and 1 302 914 086 834 648 934
preference) and including to be
issued
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the For the
12 months ended 12 months ended
31 December 2011 31 December 2010
Reviewed Audited
R`000 R`000
Revenue 40 591 24 266
Cost of sales (17 224) (1 734)
Gross margin 23 367 22 532
Other income 17 599 20
Operating costs (25 151) (9 968)
Goodwill - impairment (36) (38 432)
Bargain purchase 16 927 21 840
Operating profit/(loss) 32 706 (4 008)
Results from operating activities 32 706 (4 008)
Investment revenue 2 803 591
Finance charges (8 773) (3 417)
Profit/(Loss) before taxation 26 736 (6 834)
Taxation (9 395) (514)
Profit/(Loss) for the year 17 341 (7 348)
Other comprehensive income - -
Total comprehensive income/(loss) 17 341 (7 348)
for the year
cents cents
Earnings per share information
Earnings/(Loss) per share 2,30 (1,41)
Diluted earnings/(Loss) per share 1,75 (1,33)
Headline earnings per share 0,06 1,95
Diluted headline earnings per 0,05 1,83
share
Weighted average shares in issue 755 510 792 519 933 830
for basic and headline
earnings/loss per share
Weighted average shares in issue 990 213 427 553 638 623
for diluted earnings/loss per
share
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the 12 months For the 12 months
ended ended
31 December 31 December
2011 2010
12 months 12 months
Reviewed Audited
R`000 R`000
Cash (outflows) from operating (31 501) (37 662)
activities
Cash inflows from investing 27 178 10 882
activities
Cash (outflows)/inflows from (976) 27 391
financing activities
Net (decrease)/increase in cash (5 299) 611
and cash equivalents
Cash and cash equivalents at the 1 155 544
beginning of the year
Cash and cash equivalents at the (4 144) 1 155
end of the year
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Con-
vertible Treasury
prefer- shares to
Share share Share be repur-
capital capital premium chased
R`000 R`000 R`000 R`000
GROUP
Balance at 31 December 2009 4 561 287 245 662 -
Total comprehensive loss for - - - -
the year
New shares issued (44 107 750) 441 - 3 619 -
Liability in respect of shares - - - -
to be issued - now issued (22
750 000)
Ordinary and preference shares - - - -
to be issued
Balance at 31 December 2010 5 002 287 249 281 -
Total comprehensive income for - - - -
the year
Preference shares converted - (287) (28 443) -
Shares issued in 2011 - - - -
Treasury shares - to be - - - (17 461)
repurchased
Ordinary and preference shares - - - -
to be issued
Balance at 31 December 2011 5 002 - 220 838 (17 461)
Retained
earnings/
Shares (Accu-
to be mulated
issued loss) Total
R`000 R`000 R`000
GROUP
Balance at 31 December 2009 1 900 (101 833) 150 577
Total comprehensive loss for - (7 348) (7 348)
the year
New shares issued (44 107 750) - - 4 060
Liability in respect of shares (1 900) - (1 900)
to be issued - now issued (22
750 000)
Ordinary and preference shares 190 491 - 190 491
to be issued
Balance at 31 December 2010 190 491 (109 181) 335 880
Total comprehensive income for - 17 341 17 341
the year
Preference shares converted - - (28 730)
Shares issued in 2011 - - -
Treasury shares - to be - - (17 461)
repurchased
Ordinary and preference shares 76 657 - 76 657
to be issued
Balance at 31 December 2011 267 148 (91 840) 383 687
COMMENTARY
1 Basis of preparation
These reviewed condensed consolidated financial statements have been prepared
in accordance with South African statements and interpretations of statements
of Generally Accepted Accounting Practice (AC 500) and presentation and
disclosure requirements of IAS 34, Interim Financial Reporting, and the
Companies Act of South Africa. The accounting policies applied in the
preparation of these reviewed condensed consolidated financial statements are
consistent with those used in the annual financial statements for the year
ended 31 December 2010.
2 Overview
Gross revenue 67% up
Earnings 336% up
Earnings per share 263% up
Headline profit 96% down
Headline earnings per share 97% down
Total assets 16% up
Net assets 14% up
Net asset value per share 25% down
3 Commentary on results
The board of directors is very pleased to announce that the group has remained
profitable and that assets under the group control have increased by 16%. The
net asset value of the company has increased by 14,2%. However the net asset
value per share has decreased from 50,78 cents to 38,01 cents due to the
conversion of the compulsory convertible preference shares.
The operating costs have increased significantly due to the following: the
purchase of the activated carbon business (CPTECH); required renovations
maintenance costs incurred on The Heights in Pretoria; the operating costs of
the nine Bluezone Property companies acquired in 2010 are now accounted for a
full year; and from the operating cost on the three Bluezone companies
acquired in June 2011.
The results for the year ended 31 December 2011 have been reviewed by Nolands
Inc. and their unmodified review report is available for inspection at the
company`s registered office.
4 Segmental analysis
For management purposes, the group is organised into six major operating
divisions - Leisure, Industrial, Commercial and Retail, Document Storage, Head
Office and Manufacturing. The divisions are the basis on which the group
reports its segment information.
All segment assets are located in South Africa.
No revenue is earned from outside South Africa and no revenues are earned from
transactions with other operating segments of the same entity. All the revenue
is earned from external customers.
Assets
31 December 31 December
2011 2010
R`000 R`000
Segmented assets
Investment Property - Leisure 55 877 56 245
Investment Property - Industrial 54 950 94 331
Investment Property - Commercial and 301 439 245 379
Retail
Document storage 6 160 5 472
Holding company 20 635 25 485
Manufacturing 55 089 -
Consolidated 494 150 426 912
Liabilities
31 December 31 December
2011 2010
R`000 R`000
Segmented assets
Investment Property - Leisure - -
Investment Property - Industrial 29 103 769
Investment Property - Commercial and 33 609 43 553
Retail
Document storage 764 5
Holding company 34 385 46 705
Manufacturing 12 602 -
Consolidated 110 463 91 032
Manufacturing segment
Bonatla acquired a 51% interest in the business of CPTECH.
The business included net liabilities of R45 000 000 (see note 5) resulting in
goodwill of R45 000 000. The balance is made of the ex-shareholder loan
accounts due to profit guarantees.
Investment Property - Industrial
The Prospect Close and the Africard buildings were sold in 2011.
Investment Property - Commercial and Retail
An additional three buildings were purchased at a fair value of R69 000 000.
Madeline Street building (R13 million) has been moved to non-current assets
held for sale.
Segment revenues and results by
reportable segment: Year ended Year ended
Income statement 31 December 2011 31 December 2010
R`000 R`000
Revenue:
Continuing operations
Investment Property - Leisure - -
Investment Property - Industrial 995 10 242
Investment Property - Commercial and 25 598 6 023
Retail
Document storage 2 938 48
Holding company 6 286 7 953
Manufacturing 4 774 -
From continuing operations 40 591 24 266
Head Commercial
Segmental results Office Leisure Industrial and Retail
Results from operating (7 520) 47 (3 180) (13 368)
activities before items
detailed below
Accounting fees - - 18 154
Assessment rates - - - -
Audit fees 525 - - -
Commissions - - - 88
Consulting fees 802 131 44 976
Depreciation 8 - 88 2
Directors` salaries and fees 2 520 - - -
Forex loss - - 296 -
Guarantees - - - -
Impairment - investments 548 - - -
Insurances 8 - 12 235
JSE compliance costs 1 601 - - -
Lease payments - 582 - -
Legal costs 3 470 301 - 43
Pension fund contributions - - - -
Rent 202 - - -
Repairs and maintenance - 22 (75) -
Salaries and wages 206 60 - -
Securities transfer tax - - - -
Secretarial fees 180 - 2 52
Security costs - 29 - -
Travel local 190 4 - 3
Valuation fees 135 - - -
Water and electricity 4 - - -
Results from operating 2 879 1 176 (2 795) (11 815)
activities
Investment revenue - - - -
Finance charges - - - -
Headline (profit)/loss - - - -
before adjustments
Fair value adjustment - - - -
Impairment - goodwill - - -
Bargain purchase - - - -
(Profit)/Loss before tax - - - -
Document Manufact- Total Total
Segmental results Storage uring 2011 2010
Results from operating (1 391) (13 996) (39 408) (23 403)
activities before items
detailed below
Accounting fees - - 172 -
Assessment rates - - - 502
Audit fees - - 525 487
Commissions - - 88 931
Consulting fees 5 424 2 382 2 703
Depreciation 308 - 406 308
Directors` salaries and fees 398 - 2 918 905
Forex loss - - 296 -
Guarantees - 168 168 -
Impairment - investments - - 548 -
Insurances 37 453 745 -
JSE compliance costs - - 1 601 724
Lease payments 18 - 600 583
Legal costs 12 92 3 918 861
Pension fund contributions 703 703 -
Rent 222 - 424 -
Repairs and maintenance 3 1 616 1 566 -
Salaries and wages 718 4 723 5 707 -
Securities transfer tax 7 - 7 581
Secretarial fees 2 - 236 -
Security costs 4 155 188 420
Travel local 7 32 236 291
Valuation fees - - 135 -
Water and electricity 20 - 24 623
Results from operating 370 (5 630) (15 815) (13 484)
activities
Investment revenue - - (2 803) (591)
Finance charges - - 8 773 3 417
Headline (profit)/loss - - (9 845) (10 658)
before adjustments
Fair value adjustment - - - 900
Impairment - goodwill - - 36 38 432
Bargain purchase - (16 927) (21 840)
(Profit)/Loss before tax - - (26 736) 6 834
5 Business combinations - Bluezone acquisitions
The consolidated results were prepared in terms of IFRS 3, Business
Combinations. Consequently, the consolidated results for the year ended 31
December 2011 include the trading results of the last three Bluezone Property
companies since the effective date, as well as the trading results of the
group for the entire period under review.
Bonatla took effective control of the last three Bluezone Property companies
as from 17 June 2011, being the effective date; 100% of the voting equity
interests were acquired in respect of the last three acquisitions.
These acquisitions were made in order to expand the rental-earning asset base.
Bonatla acquired a 51% shareholding in the CPTECH business on 1 January 2011.
This business has great potential and will contribute greatly to the results
in 2012 and thereafter. The plant, situated in Estcourt, is the only plant of
its kind in Southern Africa and the world-wide supply of activated carbon
cannot keep up with the demand.
The overseas supplier of the activator has guaranteed to take all the plant`s
production at favourable prices for the next five years. All the Intellectual
property, required to operate the activator, has been passed onto the existing
staff at Estcourt.
Fair value of
Fair other assets Fair value
value of and liabilities purchase
property acquired consideration
R`000 R`000 R`000
- Austin Crossing 6 000 (110) 4 175
Properties (Pty) Limited
- Tropical Paradise Trading 50 000 3 134 37 922
334 (Pty) Limited
(Flextronics building)
- Madeline Street 13 000 (1 691) 11 345
Properties (Pty) Limited
69 000 1 333 53 442
Reflected as:
Impairment - goodwill
Bargain purchase - per
statement of comprehensive
income
Total
Shares to be issued 85 000
Cash to be paid 30
Total acquisition price 85 030
Add: Additional cost of 5 584
acquisitions
Total cost 90 614
Less: Fair value - purchase (53 442)
consideration
Reduction in fair value of 37 172
shares to be issued
- CPTECH business - (45 000) -
The minority shareholders
have guaranteed that this
business will not make any
losses during 2011.
Reflected as:
Goodwill arising on
consolidation
(Profit)/
(Bargain Loss
purchase)/ after tax
Goodwill six months
R`000 R`000
- Austin Crossing (1 715) (114)
Properties (Pty) Limited
- Tropical Paradise Trading (15 212) (1 276)
334 (Pty) Limited
(Flextronics building)
- Madeline Street 36 (399)
Properties (Pty) Limited
(16 891) (1 789)
Reflected as:
Impairment - goodwill 36
Bargain purchase - per (16 927)
statement of comprehensive
income
Total (16 891)
Shares to be issued
Cash to be paid
Total acquisition price
Add: Additional cost of
acquisitions
Total cost
Less: Fair value - purchase
consideration
Reduction in fair value of
shares to be issued
- CPTECH business (45 000) -
The minority shareholders
have guaranteed that this
business will not make any
losses during 2011.
Reflected as:
Goodwill arising on 45 000
consolidation
The bargain purchase of R15,212 million arose on the acquisition of the
Flextronics building due to the value of the shares (to be given to the
sellers) being fairly valued downwards.
The same applies to the bargain purchase of R1 715 000 for the acquisition of
Austin Crossing.
Assets and liabilities
Trade Trade
and other and other
Cash receivables Inventory payables
R`000 R`000 R`000 R`000
- Austin Crossing 48 2 547 - (2 614)
Properties (Pty) Limited
- Tropical Paradise 169 5 777 - (5 052)
Trading 334 (Pty)
Limited (Flextronics
building)
- Madeline Street 5 2 987 - (3 099)
Properties (Pty) Limited
222 11 311 - (10 765)
- CPTECH business (3 241) 1 775 506 (31 859)
Cash paid -
Cash received 222
Overdraft (3 241)
Net overdraft (3 019)
Deferred Long-term
tax liabilities Total
R`000 R`000 R`000
- Austin Crossing (91) - (110)
Properties (Pty) Limited
- Tropical Paradise 2 240 - 3 134
Trading 334 (Pty)
Limited (Flextronics
building)
- Madeline Street (1 584) - (1 691)
Properties (Pty) Limited
565 - 1 333
- CPTECH business (1 848) (10 333) (45 000)
Cash paid
Cash received
Overdraft
Net overdraft
The purchase price for the acquisition of the last three Bluezone companies
was agreed upon in October 2009, based on a 10% yield. Subsequently, Bluezone
Investments (Pty) Limited was placed in liquidation and a number of tenants
did not renew their leases while the property maintenance and administration
declined. This resulted in a decrease in the value of some of the buildings.
These business combinations were accounted for by applying the acquisition
method in which the assets acquired and the liabilities assumed were done at
fair value.
Disposal of Africard and Prospect Close buildings and the shares and claims in
Copper Moon Trading 249 (Pty) Limited (Celtis Plaza building)
(Profit)
after
(Profit) tax for
Value Consideration on sale nine months
R`000 R`000 R`000 R`000
Building/Company
Africard building sold on 18 000 18 000 - -
7 June 2011 to Globus
Investments (Pty) Limited
Prospect Close building 22 000 22 000 - -
sold on 6 March 2011 to
Globus Investments (Pty)
Limited
Copper Moon Trading 249 16 993 17 461 (468) (440)
(Pty) Limited sold on 30
September 2011 to Globus
Investments (Pty) Limited
31 December 2011 31 December 2010
R`000 R`000
6 Property, plant and equipment 50 063 24 702
The value of the land and buildings
(R20 750 000), included in the figure
of R189 810 (Investment property) in
2010 has been transferred to
property, plant and equipment as
Bonatla owns the CPTECH business.
The balance of the increase is mainly
due to the acquisition of an
activator which started operating in
April 2012. The activator forms part
of the plant and equipment which is
rented to the CPTECH business to
produce activated carbon.
The group intends to order two more
activators but have, as yet, not
finalised any agreements or
commitments.
7 Investment property 195 560 189 810
Increase is due to the acquisition of
the last three Bluezone Property
companies (R69 000 000), less the
disposal of the Africard(R18 000 000)
and Prospect Close (R22 000 000)
buildings and the company, which
housed the Celtis Plaza building (R17
461 000).See note 6 above for the
transfer to property, plant and
equipment.
8 Goodwill 48 261 3 261
The increase is due to the purchase
of 51% in the business of CPTECH.
The goodwill has not been impaired as
the directors are of the opinion that
the discounted value of the free cash
flow generated from this business
over the next five years will far
exceed the value of the goodwill.
9 Investments 1 548 -
These investments were part of the
acquisition of the last three
Bluezone Property companies. These
investments were impaired by R547
856.
10 Pre-payments 55 178 55 663
Pre-payments relates to the two
ninety-nine-year leases entered into
in 2007. These are being amortised
over the life of the lease.
11 Deposit 50 481 50 000
Non-refundable deposit paid in
respect of the VLC acquisition. The
Environmental Impact Assessment (EIA)
still has not been finalised. The
deposit was given to ensure that the
Durban Point transaction should
proceed.
The directors are of the opinion that
no impairment is required as the
transaction will proceed on the
finalisation of the EIA.
The court case is expected to be
finalised during the latter part of
2012.
The balance of R481 000 is due to six
months` rates having to be paid in
respect of a clearance being obtained
for the transfer of the Africard
building.
12 Trade and other receivables 76 671 60 546
Due by Bluezone Property Holding 57 205 40 633
companies:
A sufficient number of shares, to be
issued to the Holding companies, will
be held as security.
Amounts owing, secured in terms of 11 398 15 720
agreements:
Others - not secured 8 068 4 193
The directors are of the opinion that
no impairment is required.
The increase in the amounts owing by
the Bluezone Property Holding
companies arises mainly due to the
Section 311 costs (of the last three
Bluezone companies) incurred by
Bonatla and passed onto these Holding
companies.
13 Pre-payments - current portion 582 582
The two ninety-nine-year leases are
amortised over the life of the leases
and the R582 000 represents the
current portion that will be
amortised in the next 12 months.
14 Non-current assets held for sale 13 000 40 000
The Africard and Prospect Close
buildings (R40 000) were disposed
ofin 2011. The directors of Bonatla
have decided to sell the Madeline
Street building in 2012.
The proceeds from the sale will be
used to settle debt owing, which
arose on the settlement of the
Section 311 costs relating to the
acquisition of the last thee Bluezone
Property companies.
15 Cash and cash equivalents (4 144) 1 155
Bank balances 1 217 1 155
Bank overdraft (5 361) -
16 Share capital Share capital Number of shares
and share
premium
`000
Reconciliation
Shares issued - 31 December 2010 254 570 500 209 728
Less: Conversion of preference shares (28 730)
Total per balance sheet 225 840
Shares to be issued
Ordinary - Bluezone acquisition 756 75 606 234
Ordinary - settle liabilities 840 84 000 000
Ordinary - conversion of preference 3 495 349 515 085
shares
Total number of ordinary shares in 1 009 331 047
issue (and to be issued)
Preference - Bluezone acquisition 2 936 293 583 039
Share premium - ordinary and 296 293
preference
Total 304 320 1 302 914 086
Less: Fair value of shares to be (37 172)
issued
Per balance sheet 267 148
Weighted average shares in issue for 755 510 792
basic and headline earnings/(loss)
per share
Weighted average shares in issue for 990 606 632
diluted basic and headline
earnings/(loss) per share
17 Treasury shares 17 461 -
These Bonatla shares were repurchased
by Bonatla as consideration for the
sale of the company (which housed the
Celtis Plaza building) Copper Moon
Trading 249 (Pty) Limited.
18 Borrowings - long term and short 71 927 74 270
term
1 Bonds 16 981 32 114
2 Loan 32 019 30 174
3 Others 22 927 11 982
(1) Four of the 9 Bluezone Properties
companies were acquired with existing
bonds.
One of these four companies was sold
in 2011 (bond value was R12,7
million).
(2) The R30,174 million (Section 311
costs for the first nine Bluezone
companies) was repaid from the
proceeds of the sale of the Africard
and Prospect Close buildings.
Erven 627 and 628 Estcourt (Pty)
Limited raised R19,795 million to
fund its working capital and various
items of plant and equipment. R12,22
million was raised to pay for the
Section 311 costs for the last three
Bluezone companies.
(3) Loans of R6,3 million were raised
to finance the working capital of the
CPTECH business acquired from 1
January 2011. This business, on
acquisition date, had loans of R3,4
million.
(4) The related party has agreed to
waiver the interest charge in 2011
but will resume in 2012.
(5) Interest rates charge vary from
prime to 30%. In order to secure
finance required for the Section 311
costs and to take control of the last
three Bluezone Property companies,
Bonatla could only secure this
finance at a large premium.
19 Deferred taxation 15 387 9 649
R9,576 million - on the acquisition
of the nine Bluezone companies -
2010.
R5,06 million - on the acquisition of
the three Bluezone companies - 2011.
R6,203 million - Due to timing
differences between the depreciation
and the wear and tear claimed in 2011
and the revaluation of the land and
buildings situated in Estcourt.
20 Trade and other payables 12 676 6 002
The increase relates mainly to the
suppliers of the CPTECH business and
rental pre-payments.
Trade suppliers are normally settled
within 60 days from date of
statement, unless other terms have
been agreed upon.
21 Operating profit/(loss) 28 445 (4 008)
The operating profit, after adjusting
for fair value adjustments,
impairments and the bargain purchase,
resulted in an operating profit of
R15,815 million. Rental and other
income increased substantially due to
rentals received for the full year in
2011 (two months 2010) for the first
nine Bluezone companies. Likewise,
the 2011 figures include six months
of rental income for the last three
Bluezone companies (2010: nil).
The document storage company incurred
a loss of R370 000 and the CPTECH
business contributed R5,630 million
towards the adjusted operating profit
of R15,815 million.
22 Finance charges 8 773 3 417
Charged by related parties - 2 176
Bond finance charges 2 420 1 080
On loans raised to pay for 2 437
acquisition costs
Penalty interest on R35 million 1 500
borrowing in 2007
Finance charges - instalment sales 180
On term loan 1 430
Others 806 161
Total 8 773 3 417
23 Taxation 9 395 514
Normal tax 3 787 1 288
Deferred tax 5 608 (774)
Normal taxation has increased due to
the contribution of the 12 Bluezone
companies to the overall group
profit.
Deferred taxation has substantially
increased due to the timing
differences existing between the
depreciation and the wear and tear
claimed and the revaluation of the
property in the investment property
company which owns the plant and
equipment rented to the CPTECH
business.
24 Reconciliation of headline
profit/(loss)
Profit/(Loss) after taxation 17 341 (7 348)
Investment property revaluation - 900
Goodwill - impairment 36 38 432
Bargain purchase (16 927) (21 840)
Headline profit 450 10 144
Earnings per share information
Earnings/(Loss) per share 2,30 (1,41)
Diluted earnings/(loss) per share 1,75 (1,33)
Headline earnings per share 0,06 1,95
Diluted headline earnings per share 0,05 1,83
Weighted average shares in issue for 755 510 792 519 933 830
basic and headline earnings/(loss)
per share
Weighted average shares in issue for 990 606 632 553 638 623
diluted basic and headline
earnings/(loss) per share
25 Related parties
The immediate parent and ultimate
controlling party of the group is
Bonatla Property Holdings Limited
incorporated in the Republic of South
Africa.
Transactions between the company and
its subsidiaries, which are related
parties of the company, have been
eliminated on consolidation.
For the For the
year ended year ended
31 December 2011 31 December 2010
R`000 R`000
Transactions between the group and
other related parties are as follows:
CDA Property Consultants (Pty)
Limited
- property management fee 600 84
- commission on sale of Morgan Creek - 770
property
- interest on loan account - 2 019
- loan account balance (15 781) (11 983)
Buzz Way (Pty) Limited
- loan account balance (27) -
Rara Avis Property Investments (Pty)
Limited
- loan account balance (324) (701)
- interest on loan account - 155
Gemini Moon Trading 177 (Pty) Limited
- loan account balance (1) 2 285
- interest on loan account - 1
Hail Investments (Pty) Limited
- loan account balance (3 400) (3 400)
- interest on loan account - -
Buker SA (Pty) Limited
- consulting fees 100 -
Extra Dimensions 1396 cc
- introductory commission relating 475 -
to the acquisition of Bluezone to DWB
King
R Rainier is a shareholder of Buker.
DWB King is the sole member of Extra
Dimensions 1396 cc.
C Douglas is a director and
shareholder of CDA Property
Consultants (Pty) Limitedand Rara
Avis Property Investments (Pty)
Limited and a shareholder of Gemini
Moon Trading 177 (Pty) Limited and
Hail Investments (Pty) Limited.
C Douglas became an executive
director of the company on 16 August
2011.
Compensation of key personnel
Executive directors - salaries 2 918 865
Executive directors - fees - -
Non-executive directors - fees - 40
2 918 905
26 Post-balance sheet events
Bonatla is in the process of selling the document and storage business back to
the former owners.
27 Dividends
No dividends were declared during the period.
28 Management of the group
The asset management function is internalised and is performed by NG Vontas.
The property management function, from 1 September 2011, has been performed by
CDA Property Consultants (Pty) Limited who were appointed as the property
managers.
29 Board of directors
* Mr RL Rainier - re-elected as director on 21 July 2011
# Mr MH Brodie - re-elected as director on 21 July 2011
* Mr NG Vontas
# Mr SST Ngcobo
* Mr DA Scott
* Mr DWB King - resigned on 1 March 2012
* Ms C Douglas - appointed 16 August 2011
# Mr I Dawood - appointed 16 August 2011 and resigned on 31 January 2012
# Mr W Voigt appointed on 26 August 2011
* executive # non-executive
30 Contingent liabilities
Litigation re: The Bebinchand Seevnarayan Trust ("The Trust")
The Trust undertook to advance an amount of R35 million to Bonatla as a
bridging loan during 2007. Bonatla was liable for both interest and a fee of
R3,0 million, of which R1,5 million was paid.
The plaintiff obtained a court order in which the unopposed arbitration award
was made an Order of the Court. An appeal has been lodged at the High Court
and a court date is presently being awaited.
The directors of Bonatla are confident of a favourable conclusion to this
matter. This is supported by the opinion of their lawyers.
Litigation re: the Durban Point Waterfront acquisition
Litigation relating to the zoning and to the EIA has been instituted by
various parties which impacts on the ultimate transfer of the 200 000 m2 to
Bonatla. A legal opinion has been obtained which indicates that the Bonatla
transaction will be completed once the EIA has been finalised.
Litigation re: the Boulevard acquisition
The matter has been to court on three separate occasions and it would appear
that the plaintiff is procrastinating. We await a further trial date in the
matter and, from the information at our disposal together with counsels`
advices, the directors of Bonatla are of the opinion that the plaintiff has
little or no prospect of success in this matter.
Litigation re: the Raymond Johnson employment dispute
This matter is still outstanding and the application for judgment has been
opposed. On the merits of the matter, the directors of Bonatla are of the
opinion that the plaintiff has little chance of succeeding in the matter.
Litigation re: the Saxum dispute
The Saxum matter was resolved and settled.
31 Future prospects
The continued weakness in the property industry offers opportunities for
Bonatla to expand its business and enhance its total return to shareholders.
The above objective will be persued while maintaining the total debt ratio
below 40% of total assets and interest cover above 2 times.
CPTECH is in the process of negotiating the purchase of two new activators
which, if successful, will be put into production in October 2012. This is
expected to increase production significantly in 2013. It is the intention of
the company to pursue a consolidation of its operations by acquiring cash-
generating businesses.
In the past four years the company`s operations and cash flows were
consolidated and strengthened. Through this process many one-off expenses and
costs were incurred which is not expected to occur in the future to the same
extent.
32 Renewal of cautionary announcement
Shareholders are referred to the previous cautionary announcements dated 27
January 2012, 6 March 2012 and 27 March 2012, respectively, and are advised
that certain negotiations referred to therein are still in progress.
Shareholders are, accordingly, advised to continue to exercise caution in
dealing in their securities.
26 April 2012
Directors:
MH Brodie
C Douglas
SST Ngcobo
RL Rainier
DA Scott
W Voigt
NG Vontas
Registered address:
623 Prince George Avenue, Brenthurst, Brakpan, 1541
Company Secretary:
Gold Equity Registrars C.C.
Transfer Secretaries:
Computershare Investor Services (Pty) Limited
Auditors:
Nolands Inc.
Sponsor:
Arcay Moela Sponsors (Pty) Limited
Date: 26/04/2012 17:49:01 Supplied by www.sharenet.co.za
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