Wrap Text
Provisional Condensed Consolidated Results for the year ended 31 December 2013 and Renewal of Cautionary
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 CONDENSED CONSOLIDATED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2013
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at As at
31 December 31 December 31 December
2013 2012 2011
Year Year Year
Restated Restated
Notes Reviewed Audited Audited
R’000 R’000 R’000
ASSETS
Non-Current assets 300,596 394,381 404,554
Property, plant and equipment 6 49,994 50,521 50,063
Investment property 7 93,385 189,500 195,560
Goodwill 8 38,200 45,000 48,261
Other intangible assets - 1 1,102
Investments 9 1,016 1,178 1,548
Prepayments 53,914 54,497 55,178
Loans 11 9,968 - -
Deferred taxation 4,119 3,684 2,361
Deposits 12 50,000 50,000 50,481
Current assets 102,795 88,695 77,730
Inventories 733 217 487
Trade and other receivables 13 101,070 86,601 75,444
Prepayments - current portion 583 833 582
Cash and cash equivalents 409 1,044 1,217
Assets held for sale 14 13,160 40,500 13,000
Total assets 416,551 523,576 495,284
EQUITY AND LIABILITIES
Equity capital and reserves 311,970 376,829 382,903
Share capital 15 256,070 256,070 225,840
Shares to be issued 16 221,857 221,857 249,687
Accumulated loss (179,508) (100,180) (92,076)
Available-for-sale financial assets reserve 9 (1,080) (918) (548)
Equity contribution 18,354 18,354 8,535
Minority interests (3,723) (18,354) (8,535)
Non-current liabilities 62,924 80,649 54,157
Borrowings - long term 17 39,057 54,676 36,883
Deferred taxation 23,867 25,973 17,274
Current Liabilities 36,290 66,098 58,224
Borrowings - short term 17 13,163 28,423 35,044
Trade and other payables 19,207 29,232 12,676
Bank overdraft - 2,521 5,361
Taxation 3,920 5,922 5,143
Liabilities associated with
assets held for sale 14 5,367 - -
Total equity and liabilities 416,551 523,576 495,284
cents cents cents
Net asset value per share 24.86 30.02 31.03
Net tangible asset value per share 21.81 26.44 27.03
Ordinary Shares in issue (including to be issued) 1,255,099,285 1,255,099,285 1,233,849,285
Diluted asset value per share 24.86 30.02 31.03
Diluted tangible asset value per share 21.81 26.44 27.03
Diluted ordinary Shares in issue
(including to be issued) 1,255,099,285 1,255,099,285 1,233,849,285
CONDENSED CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the For the
12 months 12 months
ended ended
31 December 31 December
2013 2012
Reviewed Audited
Notes R’000 R’000
Revenue 19,459 10,772
Cost of sales (9,728) (13,303)
Gross margin 9,731 (2,531)
Other income 426 1,168
Operating costs (44,220) (31,286)
Fair value adjustment - 22,440
Impairment - goodwill 8 (6,800) -
Loss from operations (40,863) (10,209)
Investment revenue 18 297 -
Finance charges 19 (8,434) (11,455)
Loss before taxation (49,000) (21,664)
Taxation (2,892) (6,805)
Loss from continuing operations (51,892) (28,469)
(Loss)/profit from
discontinued operations 20 (11,417) 1,113
Loss for the year (63,309) (27,356)
Other comprehensive loss 9 (162) (370)
Total comprehensive
loss for the year (63,471) (27,726)
Represented by:
Ordinary shareholders
- continuing operations (47,815) (9,587)
- discontinued operations (11,417) 1,113
Ordinary shareholders (59,232) (8,474)
Non-controlling interest (4,239) (19,252)
Total comprehensive loss for the year (63,471 (27,726)
Earnings per share information (cents)
Loss per share from
continuing operations (3.80) (0.75)
(Loss)/earnings per share
from discontinued operations (0.91) 0.09
Diluted loss per share from
continuing operations (3.80) (0.75)
Diluted (loss)/earnings per
share from discontinued operations (0.91) 0.09
Weighted average ordinary
shares in issue for basic
and headline loss per share 1,255,099,285 1,225,698,601
Weighted average ordinary
shares in issue for diluted
loss and headline loss per share 1,255,099,285 1,225,698,601
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Available-for-
sale financial
Share Share Treasury Shares to assets
Capital Premium shares be issued reserve
R’000 R’000 R’000 R’000 R’000
Notes 15 15 16 16 9
GROUP
Balance at 31 December 2011 5,002 220,838 (17,461) 267,148 (548)
Total comprehensive loss for the year - - - - (370)
Equity contribution - - - - -
Ordinary shares to be issued - cancelled - - - (1,120) -
Ordinary shares issued (unlisted) 3,495 25,235 - (28,730) -
Ordinary shares (unlisted) issued to
settle vendor liability 200 1,300 - (1,500) -
Ordinary shares to be issued to settle
vendor liability - - - 3,520 -
Balance at 31 December 2012 8,697 247,373 (17,461) 239,318 (918)
Total comprehensive loss for the year - - - - (162)
Increase in investment in subsidiary - - - - -
Balance at 31 December 2013 8,697 247,373 (17,461) 239,318 (1,080)
Retained Restated
earnings / Restated Non-
(Accumulated Equity controlling
loss) contribution interests Total
R’000 R’000 R’000 R’000
Notes 5 5
GROUP
Balance at 31 December 2011 (92,076) 8,535 (8,535) 382,903
Total comprehensive loss for the year (8,104) (19,252) (27,726)
Equity contribution - 9,819 9,433 19,252
Ordinary shares to be issued - cancelled - - (1,120)
Ordinary shares issued (unlisted) - - -
Ordinary shares (unlisted) issued to settle
vendor liability - - -
Ordinary shares to be issued to settle
vendor liability - - 3,520
Balance at 31 December 2012 (100,180) 18,354 (18,354) 376,829
Total comprehensive loss for the year (59,070) - (4,239) (63,471)
Increase in investment in subsidiary (20,258) - 18,870 (1,388)
Balance at 31 December 2013 (179,508) 18,354 (3,723) 311,970
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
As at As at
31 December 31 December
2013 2012
12 months 12 months
Reviewed Audited
R’000 R’000
Cash outflows from operating activities (72,558) (17,267)
Cash outflows from investing activities (3,084) (1,284)
Cash inflows from financing activities 77,528 21,218
Net increase in cash and cash equivalents 1,886 2,667
Cash and cash equivalents
at the beginning of the year (1,477) (4,144)
Cash and cash equivalents at the end of the period 409 (1,477)
Reflected on the Statement of Financial
Position as follows:
Cash and cash equivalents 409 1,044
Bank overdraft - (2,521)
Total per above 409 (1,477)
COMMENTARY
The condensed consolidated statements have been prepared by W Voigt, the group’s financial director.
1. Basis of preparation
The reviewed condensed consolidated statements have been prepared in accordance with the framework
concepts and the measurement and recognition requirements of International Financial Reporting
Standards (“IFRS”), the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards
Council and the information as required by IAS 34: Interim Financial Reporting, the Listings
Requirements of the Johannesburg Stock Exchange and the Companies Act of South Africa (Act 71 of
2008), as amended. The principal accounting policies, which comply with IFRS, have been consistently
applied in all material respects in the current and comparative years.
It should be noted that, as previously announced, JSE and shareholder approval or shareholder
ratification may be required for certain acquisitions and disposals, which have been properly
accounted for in accordance with the Companies Act and IFRS in the above results or in prior years.
This will be sought in due course once the JSE Investigations Division finalises its investigation and
advises the company that it may proceed with its circular to shareholders through the JSE Regulation
Division. Irrevocable undertakings to approve the transactions had been secured from the requisite
percentage of votes of shareholders at the time of the transactions. The shareholder register has not
changed substantially from the date of such undertakings.
The results for the year ended 31 December 2013 have been reviewed by Nolands Incorporated and their
unmodified report is available for inspection at the company’s registered office.
2.Overview
GROSS REVENUE 81% up
TOTAL ASSETS -20% down
NET ASSETS -17% down
NET ASSET VALUE PER SHARE -17% down
HEADLINE EARNINGS -79% down
3.Commentary on results
2013 has been a year of consolidation with substantial losses incurred in the disposal of
underperforming or not growing assets. During the period under review, the operating costs increased
by 41% and the cost of sales and financing costs decreased by 27% and 26% respectively.
The increase in the operating costs is mainly due to impairments of R24,724 million included there-in.
The above resulted in the decrease in earnings.
The Group incurred a R17,389 million loss on the disposal of several subsidiaries which were either
non performing or were based on short term leases with over capitalised rentals and non sustainable
operating cost structures.
The manufacturing segment continued to make losses due to substantial downtime as a result of the
breakdown of the charcoal plant and the refurbishment requirements. However after July 2013, the
plant produced in excess of 75 tons of activated carbon and has a take-off agreement on the entire
production of wood based and coconut based activated carbon.
The revenue has increased mainly due to risk and performance fees being charged and growth in rental
income.
4.Segment Analysis
For management purposes, the group is organised into major operating divisions - Leisure, Industrial,
Commercial and Retail, a 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.
The directors have decided to include the assets and liabilities and the results from the Investment
property - industrial segment that relate to the manufacturing process in the manufacturing segment.
The comparative figures have been restated accordingly.
Revenue of R264 210 was earned from outside South Africa and all the revenue is earned from external
customers.
Before After
re-allocation Re-allocation re-allocation
31 December 31 December 31 December 31 December
Segment assets
2013 2013 2013 2012
R’000 R’000 R’000 R’000
Investment Property - Leisure 54,765 - 54,765 55,314
Investment Property - Industrial 325 - 325 433
Investment Property - Commercial and Retail 217,212 (52,328) 164,884 323,032
Manufacturing 104,438 - 104,438 122,937
Head Office 39,811 52,328 92,139 21,860
Consolidated 416,551 - 416,551 523,576
- The Investment property - Commercial and Retail segment assets decreased due to the disposal of
several subsidiaries in this segment.
- The Head Office segment assets increased due to reallocations and the increase in trade receivables
as a result of the disposal of several subsidiaries in the Commercial and Retail segment
- The assets held for sale are reflected in the Investment property - Commercial and Retail segment.
Segment liabilities
31 December 31 December
2013 2012
R’000 R’000
Investment Property - Leisure - -
Investment Property - Industrial 572 531
Investment Property - Commercial and Retail 48,818 82,401
Manufacturing 15,660 15,109
Head Office 39,531 48,706
Consolidated 104,581 146,747
- The liabilities decreased due to the disposal of several subsidiaries in the Investment Property -
Commercial and Retail segment.
Segment revenue
2013 2013 2013 2012 2012 2012
R’000 R’000 R’000 R’000 R’000 R’000
Less Less
Total inter- Net Total inter- Net
segment segment segment segment segment segment
revenue revenue revenue revenue revenue Revenue
Continuing operations
Investment Property Leisure - - - - - -
Investment Property Industrial - - - - - -
Investment Property
Commercial and Retail 9,024 - 9,024 9,904 - 9,904
Head Office 8,315 (115) 8,200 - - -
Manufacturing 2,235 - 2,235 868 - 868
From continuing operations 19,574 (115) 19,459 10,772 - 10,772
Discontinued operations
Investment Property
Commercial and Retail 10,147 - 10,147 18,743 - 18,743
- The Head Office revenue increased due to a risk and performance fee being charged in 2013.
- The Manufacturing revenue increased due to less maintenance downtime in 2013.
Segment results
Head
Office Leisure Industrial
Results from operating activities
before items detailed below 4,528 (583) (149)
Bad debts - - -
Consulting fees (1,351) - -
Depreciation (11) - -
Directors salaries and fees (1,370) - -
Employee costs (413) - -
Impairments (5,738) - -
Legal costs (1,507) - -
Loss incurred on legal settlement - - -
Net results from operating activities (5,862) (583) (149)
Investment revenue
Finance charges
Loss before adjustments
Impairment - goodwill
Loss before tax
Taxation
(Loss)/profit from discontinued operations
Loss for the period
Other comprehensive loss
Total comprehensive loss
Commercial Manufact- Total Total
and retail Uring 2013 2012
R’000 R’000 R’000
Results from operating
activities before items detailed
below 3,182 (3,518) 3,460 13,347
Bad debts (116) (36) (152) (3,273)
Consulting fees (628) (492) (2,471) (1,966)
Depreciation (17) (907) (935) (460)
Directors salaries and fees - - (1,370) (2,140)
Employee costs - (5,932) (6,345) (5,701)
Impairments (1,158) (17,828) (24,724) (2,524)
Legal costs - (19) (1,526) (2,278)
Loss incurred on legal settlement - - - (5,214)
Net results from operating activities 1,263 (28,732) (34,063) (10,209)
Investment revenue 297 -
Finance charges (8,434) (11,455)
Loss before adjustments (42,200) (21,664)
Impairment – goodwill (6,800) -
Loss before tax (49,000) (21,644)
Taxation (2,892) (6,805)
(Loss)/profit from discontinued operations (11,417) 1,113
Loss for the period (63,309) (27,356)
Other comprehensive loss (162) (370)
Total comprehensive loss (63,471) (27,726)
Segment analysis by sector GLA M2 %
Offices 2,890 7.4
Industrial 17,000 43.3
Student accommodation 19,350 49.3
39,240 100.0
Segment analysis by tenant GLA M2 %
A and B tenants 2,890 7.4
C tenants 36,350 92.6
39,240 100.0
5 Restatement of comparative period
Management has decided that, in order to more appropriately reflect the fact that the non-controlling
shareholders of a subsidiary have taken responsibility to recapitalise the subsidiary company to the
extent of the losses it suffered without a change in their voting rights or beneficial shareholding in
the same company, to restate the comparative period. This has resulted in the addition of an
additional classification in equity capital and reserves that deals with the group’s share of the
equity contribution made.
This restatement has no effect on the statement of profit or loss and other comprehensive income.
6 Property, plant and equipment
As previously announced, the group disposed of the following properties during the period under
review: Austin Crossing Building, Bishops Court Building, Chambers Building - Ground Floor, Chambers
building - Floors 2 and 3, Flextronics Building, Milestone Place Building and Property 259 Building.
31 Dec 31 Dec
2013 2012
R’000 R’000
Balance at the beginning of the year 189,500 195,560
Fair value adjustment - 21,440
Additions 385 -
Sold (96,500) (27,500)
Balance at the end of the year 93,385 189,500
8 Goodwill
Cost 64,651 85,611
Accumulated impairment losses (26,451) (40,611)
38,200 45,000
Cost
Balance at the beginning of the year 85,611 85,611
Disposals (20,960) -
Balance at the end of the year 64,651 85,611
Accumulated impairment losses
Balance at the beginning of the year 40,611 37,350
Disposals (20,960) -
Impairment losses recognised in the year
- continuing operations 6,800 -
- discontinued operations - 3,261
Balance at the end of the year 26,451 40,611
Goodwill at year end comprises:
Manufacturing 38,200 45,000
The recognition of impairment losses is as follows:
Manufacturing 6,800 -
Document storage - 3,261
6,800 3,261
Manufacturing
The recoverable amount of this cash-generating unit is determined based on a value-in-use calculation
which uses cash flow projections based on financial budgets approved by the directors and a discount
rate of 15% (before tax) per annum.
Cash flow projections during the budget period are based on the same expected gross margins that are
achieved at similar plants, situated world-wide, producing activated carbon. The directors are of the
opinion that any reasonably possible change in the key assumptions on which recoverable amount is
based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the
cash-generating unit.
The key assumptions used relating to the recoverability due to value in use are:
– The economy will continue to grow, albeit at a slow pace and that there will be no major recession
in the next five years
– Management has projected the cash flow over a five year period. No growth rate was used to
extrapolate the cash flow projections beyond this period.
– Production of activated carbon would be increased up to 200 tonnes per month based on current
capacity.
– Overheads are expected to increase by 10% per year.
9 Investment
Unlisted investments 2,096 2,096
Less impairments (1,080) (918)
Fair valued 1,016 1,178
Accumulated impairment losses
Balance at the beginning of the year (918) (548)
Impairment losses recognised in the year (162) (370)
Balance at the end of the year (1,080) (918)
The impairments losses are recognised in other comprehensive losses and transferred to an available-
for-sale financial assets reserve
Balance at the beginning of the year 1,178 1,548
Impairments recognised in other comprehensive losses (162) (370)
Balance at the end of the year 1,016 1,178
In order to secure the acquisition of certain subsidiaries, Bonatla purchased a non-controlling
shareholding in the Investment Property Holding Companies from certain investors.
The shareholdings in the three Investment Property Holding Companies vary between 5.17% and 17.6%. The
directors are of the opinion that the investments are fairly valued and that no further fair value
adjustment is required.
The fair value of the investments is based on the net asset value of the property holding companies.
Fair value hierarchy of financial assets at fair value through profit or loss Level 3 applies inputs
which are not based on observable market data (unobservable input)
Level 3:
Unlisted shares 1,016 1,178
10 Interest in subsidiaries
The company has increased its interest in the activated carbon and charcoal business from 51% to 90%
by acquiring a 25% stake from a non-controlling shareholder and the balance of the increase as a
result of exercising a rights issue.
` 31 Dec 31 Dec
2013 2012
R’000 R’000
11 Loans
Gross receivable 27,796 -
Impairments (17,828) -
9,968 -
The loan has been included in trade and other receivables in 2012.
This loan is secured by shares in Bonatla, interest free and will be settled by withholding dividends
made to the non-controlling shareholder in Carbon and Processing Technologies (Pty) Limited.
12 Deposits
Non-refundable deposit 50,000 50,000
A non-refundable deposit relating to the acquisition of 200 000 m2 of bulk land and containing two
buildings thereon, has been approved by the shareholders. The transfer of the 200 000 m2 of bulk land,
and buildings thereon, has been held up by litigation relating to the zoning and to the Environmental
Impact Assessment (“EIA”). Once the litigation has been resolved, the R50 000 000 will be transferred
from Deposits to Investment Properties.
The directors are confident that there will be a satisfactory resolution to the pending litigation and
that the transaction will proceed. Consequently, no impairment is required.
13 Trade and other receivables
Trade receivables 9,381 519
Receivables on sale of subsidiaries 32,728 -
Investment Property Holding companies 61,192 61,192
Rental equalisation reserve - 1,172
Loans 9,149 27,777
Other 1,536 3,101
Gross receivables 113,986 93,761
Impairment (12,756) (7,160)
101,230 86,601
Less: transferred to net assets held for sale (160) -
101,070 86,601
Trade receivables
Trade receivables consist of rentals, sales of charcoal products and services rendered which are
invoiced out. These will be recovered in the normal course of business. The fair value of the trade
receivables is deemed to be the same as the carrying value.
The ageing of the trade receivables is as follows:
Current and 30 days 498 364
60 days 77 24
Older than 60 days 8,806 131
Total 9,381 519
Trade receivables which are less than 60 days past due are not considered to be impaired. All the
above amounts are considered recoverable and no impairment is required.
For most of the rentals, one month’s rental deposit has been given together with surety from the legal
entity/person who signs the lease agreement as the tenant.
Included in the debtors with the ageing greater than 60 days is a receivable of R8 200 000 which will
be settled as part of the acquisition of Ruitersvlei Holdings (Pty) Limited. Should this not occur
prior to 31 December 2014, this becomes payable on demand.
The majority of the other debtors with ageing greater than 60 days, have paid, after the year-end,
their balances owing.
13 Trade and other receivables
Investment Property Holding companies
This relates to costs incurred by Bonatla in getting the 12 Investment Property companies out of
judicial management.
A sufficient number of ordinary shares, to be issued to the 12 Investment Property Holding companies,
is held as security for this debt.
31 Dec 31 Dec
2013 2012
R’000 R’000
Loans
Ruitersvlei Holdings (Pty) Ltd 7,666 -
Non-controlling shareholders of subsidiary - 27,777
Others 1,483 -
9,149 27,777
The loan to Ruitersvlei Holdings (Pty) limited bears interest prime plus 2% and will be settled as
part of the acquisition of this company. Should this not occur prior to 31 December 2014, this
becomes payable on demand.
The other loans are unsecured and interest free.
Other
Included in other are:
An advance payment of R268 080 (2012: R234 580) to the Sibuyelo Matwane Community Trust. This will be
settled by the deduction of the amount owing from the proceeds of sales of their shares, when the
suspension in the trading of Bonatla’s shares is lifted by the JSE Limited.
R702 903 (2012: R702 903) will be repaid once the adjustment accounts relating to the sale of the
Africard and the
Prospect Close Buildings, and the sale of the Copper Moon Trading 249 (Pty) Limited, have been
finalised.
14 Assets held for sale
Assets held for sale
Investment properties 13,000 40,500
Trade and other receivables 160 -
13,160 40,500
Liabilities associated with assets held for sale
Borrowings 2,107 -
Trade payables 248 -
Taxation 901 -
Deferred taxation 2,111 -
5,367 -
Total 7,793 40,500
The group intends to dispose of the subsidiary Madeline Street Properties (Pty) Limited.
15 Share capital
Share capital and Share No. of shares
Premium R’000
Reconciliation
Shares issued (listed and unlisted) - 31 December 2012 8,697 869,724,813
share premium (listed and unlisted) 247,373
Total - 31 December 2013 256,070 869,724,813
16 Shares to be issued
Share capital and Share No. of shares
Premium R’000
Ordinary - 12 Investment property company acquisitions 231,798 369,969,272
to settle liabilities 7,520 85,250,000
Total number of ordinary shares to be issued 239,318 455,219,272
Less:
Treasury shares (17,461) (69,844,800)
Fair value shares to be issued at 31 December 2013 221,857 385,374,472
Total issued shares and shares to be issued 1,255,099,285
Weighted average shares in issue for basic
and headline earnings / (loss) per share 1,255,099,285
Weighted average shares in issue for diluted
basic and headline earnings / (loss) per share 1,255,099,285
17 Borrowings
Total borrowings decreased by R 30,879,227 from R83,099,232 at 31 December 2012 to R 52,220,005 at the
31 December 2013. This decrease resulted from the disposal of several subsidiaries.
18 Investment revenue
31 December 31 December
2013 2012
R’000 R’000
Loans and other 297 -
297
19 Finance charges
31 December 31 December
2013 2012
R’000 R’000
Financial institutions 5,054 6,514
Loans and other 138 2,440
Related parties 3,242 2,501
8,434 11,455
20 (Loss)/profit from discontinued operations
The group disposed of certain subsidiaries during the period under review.
Year Year
ended ended
31 December 31 December
2013 2012
The net cash inflows / (outflows) from the discontinued
operations is as follows:-
Cash inflows from operating activities 4,426 9,934
Cash inflows from investing activities 108,169 -
Cash outflows from financing activities (113,481) (10,046)
Net decrease in cash and cash equivalents (886) (112)
Cash and cash equivalents at the beginning of the period 953 1,065
Cash and cash equivalents at the end of the period 67 953
Year Year
ended ended
31 December 31 December
2013 2012
The breakdown of the loss from discontinued operations
is as follows:-
Revenue 10,147 18,743
Cost of sales (2,327) (4,912)
Gross margin 7,820 13,831
Other income 11 81
Operating expenses (522) (8,581)
Fair value adjustment - (1,000)
Loss on disposal of subsidiaries (17,389) -
Results from operating activities (10,080) 4,331
Investment revenue 21 13
Finance charges (1,360) (2,394)
(Loss)/profit before taxation (11,419) 1,950
Taxation 2 (837)
(Loss)/profit after taxation (11,417) 1,113
21 Reconciliation of headline loss
Loss attributable to ordinary equity holders of
the parent entity (59,070) (8,104)
Impairment - goodwill 6,800 4,261
Loss on disposal of subsidiaries 17,389 -
Fair value adjustment (net of deferred tax) 191 (15,003)
Headline earnings/(loss) (34,690) (18,846)
Earnings per share information cents cents
Loss per share (4.71) (0.66)
Diluted loss per share (4.71) (0.66)
Headline earnings per share (2.76) (1.54)
Diluted headline earnings per share (2.76) (1.54)
Weighted average shares in issue for basic and headline
loss per share 1,255,099,285 1,225,698,601
Weighted average shares in issue for diluted basic and
headline loss per share 1,255,099,285 1,225,698,601
22 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 year For the year
ended ended
31 December 31 December
2013 2012
R’000 R’000
Balances between the group and other related parties are as follows:
CDA Property Consultants (Pty) Limited
- loan account balance (19,842) (17,484)
- included in trade and other payables (1,156) -
Ruitersvlei Holdings (Pty) Ltd
- include in trade and other receivables 15,866 -
Buzz Way (Pty) Ltd
- loan account balance (27) (27)
Gemini Moon Trading 177 (Pty) Ltd
- loan account balance (1) (1)
Hail Investments (Pty) Ltd
- loan account balance (5,966) (2,264)
C Douglas
- included in trade and other payables (44) (24)
NG Vontas
- included in trade and other payables (70) (53)
A Dube
– Loan account balance - (613)
Idube Trust
– Loan account balance - 14,170
Dusty Moon Trading 225 (Pty) Limited
– Loan account balance 9,969 13,607
Karbotech Carbon Technologies (Pty) Limited
– Loan account balance (114) -
Transactions between the group and other related parties are as follows:
CDA Property Consultants (Pty) Limited
- property management fee 1,251 1,800
- commission on renewal of leases - 1,090
- interest on loan account 2,316 2,113
- raising fee 125 65
- consulting fee 1,320 560
Ruitersvlei Holdings (Pty) Ltd
- risk and performance fee 8,200 -
- interest on loan account 291 -
Hail Investments (Pty) Ltd
- interest on loan account 926 381
Extra Dimensions 1396 CC
- introductory commission to Bluezone - 125
C Douglas
- office rental 260 240
- venue hire - 10
A Dube is a director of Carbon and Processing Technologies (Pty) Limited and a trustee of the Idube Trust.
IC MacLean is a director of Carbon and Processing Technologies (Pty) Limited and a director/shareholder of Dusty Moon Trading 225 (Pty) Limited and Karbotech Carbon Technologies (Pty) Limited.
DWB King was a director of Bonatla Property Holdings Limited and is the sole member of Extra Dimensions 1396 CC.
C Douglas is a director of Bonatla Property Holdings Limited and a director and shareholder of the following companies:
CDA Property Consultants (Pty) Limited, Rara Avis Property Investments (Pty) Limited, Gemini Moon Trading 177 (Pty) Limited, Hail Investments (Pty) Limited and Buzz Way (Pty) Limited.
NG Vontas is a director of Bonatla Property Holdings Limited and Ruitersvlei Holdings (Pty) Limited.
23 Compensation of key personnel
Employment 1,370 2,140
24 Events after the reporting date
A sale of shares agreement has been signed between Bonatla Property Holdings Limited and Namavect Proprietary Limited in terms of which Bonatla will acquire from Namavect its 75.1% stake in a special purpose vehicle formed between Namavect and the Northern Cape Department of Economic Development and Tourism for the purposes of developing the Kimberley Diamond and Jewellery Hub.
A sale of shares agreement has been signed between Bonatla Property Holdings Limited and the Inqaba Trading Trust in terms of which Bonatla will acquire from Inqaba its 75.1% stake in Lincoln Meade Park Proprietary Limited who has acquired the rights to develop
1 214 residential units in Pietermaritzburg through a Land Availability Agreement that has been concluded with the Msunduzi Municipality.
Bonatla has received a conditional offer from Fastpace (HK) Limited for the acquisition of all the shares in Bonatla by way of a share-for-share transaction equating to ZAR 0.50 (fifty cents) per Bonatla share. This offer, which details certain conditions, is subject to limited due diligence.
The transactions in respect of the acquisitions detailed below are proceeding:
Acquisition of GIBA business adjacent to Marianne Hill toll plaza
Acquisition of the lake Jozini project The Heights restaurant, shop, entertainment area, kitchen new offices was completed in Febraury 2014.
The company has just concluded a lease arrangement on the Heights which will both boost the cash flow and the value of this asset
25 Dividends
No dividends were declared during the period.
26 Management of the property portfolio
There are no appointed asset managers and this function is managed by the company during the period under review. The property management function is carried out by CDA Property Consultants (Pty) Ltd, of which the sole shareholder is C Douglas, who also is an Executive director of Bonatla.
27 Board of Directors
* Mr RL Rainier re-elected as director on 28 August 2013
# Mr MH Brodie re-elected as director on 28 August 2013, deceased 15 March 2014
* Mr DA Scott resigned as director on 31 May 2013
* Mr NG Vontas
# Mr SST Ngcobo - resigned on 12 April 2013
* Ms C Douglas
* Mr W Voigt
# Mr R Bernstein appointed as director on 19 December 2013
* = executive directors
# = non executive and independent directors
The company will look to appoint additional independent non-executive directors, although this remains challenging whilst the company remains suspended on the JSE. The company continues to work pro-actively with the JSE to respond to all issues raised.
28 Contingent liabilities
Various litigations, which are being defended by Bonatla, have been instituted against Bonatla and the dates of the legal cases still have to be set down. There has been no change in the amounts of the contingent liabilities, relating to ongoing litigation cases, from 2012 to 2013.
29 Future prospects
The local and international real estate markets will continue to be under pressure during the forthcoming year including increased pressure on interest rates, rental levels, increases in operating cost structures and investment yields. Against this background, the company will continue to focus on growing the portfolio through value enhancing acquisitions from investment and development properties.
2014 and 2015 are expected to see Bonatla realising its objective of increasing its net assets and become the African investment and development arm of a global investment group.
30 Renewal of cautionary announcement
Shareholders are referred to the previous cautionary announcements dated 6 March 2013, 22 April 2013, 5 July 2013, 8 July 2013, 19 August 2013, 1 November 2013, 4 November 2013, 17 December 2013, 31 January 2014, 21 February 2014 and 5 May 2014 and 17 June 2014 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 until a further announcement in this regard is made.
30 June 2014
Johannesburg
Directors:
NG Vontas (CEO) , RL Rainier (Executive, acting as chairman), C Douglas (Executive) , W Voigt (FD) , R Bernstein (Non-executive)
Registered address:
31 8th Street, Houghton, Johannesburg, 2198
Company Secretary:
Arcay Client Support (Pty) Limited
Transfer Secretaries:
Computershare Investor Services (Pty) Limited
Auditors:
Nolands Inc.
Sponsors:
Arcay Moela Sponsors (Pty) Limited
Date: 30/06/2014 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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