| Thu 6 Sep 2007, 9:59 | | BNT - Bonatla - Interim Results and Proposed Acqui |
|
BNT
BNT
BNT - Bonatla - Interim Results and Proposed Acquisitions of Property Holding
Companies
Bonatla Property Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06)
JSE share code: BNT
ISIN Number: ZAE000013694
("Bonatla")
SA Growth Property Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/001397/06)
("SA Growth")
Interim results announcement and proposed acquisitions of property holding
companies
Condensed balance sheets
As at 31 As at 31 As at 30
March March September
2007 2006 2006
Unaudited Reviewed Audited
R`000 R`000 R`000
ASSETS
Non-current assets 56 63 76
Property, plant and equipment 56 63 76
Current assets 2 522 3 710 2 403
Other financial assets 2 256 2 278 2 278
Cash and cash equivalents 124 - 36
Trade and other receivables 142 1 432 89
TOTAL ASSETS 2 578 3 773 2 479
EQUITY AND LIABILITIES
Equity and reserves (1 112) (5 701) 766
Non current liabilities - - -
Subordinated long term 2 381 - -
liability
Current liabilities 1 309 9 474 1 713
Redeemable preference share - 8 000 -
capital
Trade and other payables 1 309 1 474 1 713
TOTAL EQUITY AND LIABILITIES 2 578 3 773 2 479
Condensed income statements
Six Six Year
months months ended 30
ended 31 ended 31 September
March March 2006
2007 2006
Unaudited Reviewed Audited
R`000 R`000 R`000
Turnover - - -
Other income 44 45 2 259
Operating costs (1 826) (2 146) (5 956)
Operating loss (1 782) (2 101) (3 697)
Settlement of interest rate - - -
swap liability
Results from operating (1 782) (2 101) (3 697)
activities
Interest received - 83 98
Finance charges (108) (430) (1 237)
Adjustment to properties sold - 2 009 (440)
in prior years
Profit on disposal of - 67 4 525
investment property
Profit on sale of subsidiaries - - 5
Fair value adjustment of listed
and unlisted investments - 564 554
Profit on disposal of listed 12 90 98
shares
Fair value adjustment of - - 266
interest rate swap
(Loss)/profit before taxation (1 878) 282 172
Taxation - - -
(Loss)/profit after taxation (1 878) 282 172
Cents Cents Cents
Diluted earnings per share - 0.14 -
(Loss)/earnings per share (1.01) 0.15 0.09
Adjustments:
Properties sold in prior years - (1.08) 0.24
Fair value share investments - (0.30) (0.30)
Sale of shares 0.01 (0.05) (0.05)
Profit on investment property - (0.04) (2.44)
Fair value adjustment of - - (0.14)
interest rate swap
Headline loss per share (1.02) (1.32) (2.60)
Condensed statements of changes in equity
Ordinary Convertible Share (Accumulated Total
share preference premium loss)
capital share
capital
R`000 R`000 R`000 R`000 R`000
Balance at 1 1 853 - 54 343 (83 332) (27
October 2005 136)
28 730 140
convertible "B" - 287 27 443 - 27
preference shares 730
of 1 cent each
Net profit for the - - - 172 172
year
Balance at 30 1 853 287 81 786 (83 160) 766
September 2006
Net loss for the - - - (1 878) (1
year 878)
Balance at 31 1 853 287 81 786 (85 038) (1
March 2007 112)
Condensed cash flow statements
As at 31 As at 31 As at 30
March March September
2007 2006 2006
Unaudited Reviewed Audited
R`000 R`000 R`000
Net cash flows from operating (825) (3 403) (6 354)
activities
Net cash flows from investing 34 6 476 7 145
activities
Net cash flows from financing 915 (2 791) (1 057)
activities
Net increase/(decrease) in cash
and cash equivalents 124 282 (266)
1. Basis of preparation
The unaudited and unreviewed interim results for the six months ended 31
March 2007 have been prepared in accordance with International Financial
Reporting Standards and accounting policies consistent with those applied
in the previous periods.
Current liabilities includes a loan from Gemini Moon Trading 177
(Proprietary) Limited ("Gemini Moon") of R2.381 million which has been
subordinated.. The directors of Bonatla, in line with managements
undertaking, are confident that sufficient cash flow will be available to
the company in order to sustain it as a going concern pending the
acquisition of income producing assets.
2. Proposed acquisitions of property holding companies
Shareholders are advised that Bonatla has entered into agreements dated 13
August 2007 for the acquisitions of Scottwaal Beleggings (Proprietary)
Limited ("Scottwaal") and Morgan Creek Properties Ten (Proprietary) Limited
("Morgan Creek") ("acquisition agreements").
2.1 Rationale for the acquisitions
Bonatla has entered into the acquisition agreements in order to increase
its investments and expand its asset base with a view to complying with the
JSE Limited`s ("JSE") Listings Requirements and recommencing trade on the
JSE once approval from the JSE has been obtained.
2.2 Details of the acquisitions
2.2.1 Scottwaal
In terms of the Scottwaal acquisition agreement, Bonatla will acquire the
entire issued share capital, together with all the shareholder claims and
loan accounts in respect of Scottwaal from Gemini Moon, for a total net
consideration of R7 500 000 (the "Scottwaal acquisition"), subject to the
following conditions precedent:
- the JSE and the Securities Regulation Panel ("SRP") lifting the suspension
of trading in the ordinary shares of Bonatla by 29 September 2007; and
- the Bonatla shareholders approving the acquisition in general meeting.
The purchase consideration will be discharged by Bonatla issuing Gemini Moon
with 18 750 000 ordinary Bonatla shares at an issue price of 40 cents per share
within 60 days of 13 August 2007, being the signature date of the agreement. The
effective date of the Scottwaal acquisition shall be the date of transfer of the
Bonatla consideration shares to Gemini Moon.
The acquisition is subject to warranties and indemnities usual in a transaction
of this nature.
Scottwaal has ownership of land and improvements known as the Stewart Scott
Building, which is located at the Remaining Extent of Erf 452 Shorts Retreat
1208, 110CB Downes Road, Mkondeni. The site area is 6 517 square metres and the
rentable area is 1 866 square metres. The weighted average rental per square
metre for the rentable area is approximately R30.00. The property has been
valued at R7 500 000 by J.D. Malakou, who is an external professional valuer as
defined by Section 13 of the JSE Listings Requirements.
In addition to the land and improvements described above, Scottwaal has
ownership of approximately 2 500 square meters of undeveloped bulk land, which
Bonatla intends developing as warehousing and storage facilities for SA Growth
Property Group Limited ("SA Growth"), a document storage business in which
Bonatla has acquired a 51% equity interest, announced on 29 August 2007 ("SA
Growth Acquisition").
2.2.2. Morgan Creek
In terms of the Morgan Creek acquisition agreement, Bonatla will acquire the
entire issued share capital, together with all the shareholder claims and loan
accounts in respect of Morgan Creek from Gemini Moon, for a total net
consideration of R8 800 000 (the "Morgan Creek acquisition"), subject to the
following conditions precedent:
- the JSE and the Securities Regulation Panel ("SRP") lifting the suspension
of trading in the ordinary shares of Bonatla by 29 September 2007; and
- the Bonatla shareholders approving the acquisition in general meeting.
The Morgan Creek acquisition purchase consideration will be discharged by
Bonatla issuing Gemini Moon with 22 000 000 ordinary Bonatla shares at an issue
price of 40 cents per share within 60 days of 13 August 2007, being the
signature date of the agreement. The effective date of the Morgan Creek
acquisition shall be the date of transfer of the Bonatla consideration shares to
Gemini Moon.
The acquisition is subject to warranties and indemnities usual in a transaction
of this nature.
Morgan Creek has ownership of land and improvements being Freehold erf 6982
Pinetown Ext no 66 registration division Kwazulu Natal, measuring 7 437 square
metres, and Sections 1,2 and 3 in the scheme known as Waldon Industrial Estate,
measuring 6 975 square metres, situated at 7 and 9 Joule Crescent, Pinetown,
Durban and is known as Sectional Title Plan Number SF 95 31 including Sections
1, 2 and 3. The rentable area is 4 761 square metres. The weighted average
rental per square metre for the rentable area is approximately R20.00. The
property has been valued at R19 200 000 by J.D. Malakou, who is an external
professional valuer as defined by Section 13 of the JSE Listings Requirements.
Bonatla will be acquiring the existing mortgage bond amounting to R10 851 503.
In addition to the land and improvements described above, Morgan Creek has
ownership of approximately 10 411 square meters of undeveloped bulk land, which
Bonatla intends developing as warehousing and storage facilities for SA Growth.
2 Unaudited pro forma financial effects
The table below sets out the unaudited pro forma net asset value and net
tangible asset value per share of the SA Growth Acquisition and the Scottwaal
and Morgan Creek Acquisitions on Bonatla. The unaudited pro forma net asset
value and net tangible asset value per share are presented for illustrative
purposes only and because of their nature may not give a fair reflection of the
Bonatla`s financial position after the SA Growth Acquisition and the Scottwaal
and Morgan Creek Acquisitions. The unaudited pro forma net asset value and net
tangible asset value per share are the responsibility of the directors of
Bonatla. It has been assumed for the purposes of the unaudited pro forma net
asset value and net tangible asset value per share that the SA Growth
Acquisition and the Scottwaal and Morgan Creek Acquisitions took place with
effect from 31 March 2007 for balance sheet purposes.
The unaudited pro forma net asset value and net tangible asset value per share
have been calculated on a "stand alone" basis for each of the SA Growth,
Scottwaal and Morgan Creek Acquisitions
Before1 After the After the After the After the %
SA Growth Scottwaal Morgan SA Growth Change
Acquisition Acquisition Creek Acquisition
Acquisition and the
Scottwaal
and Morgan
Creek
Acquisitons
Published Pro forma Pro forma Pro forma Pro forma
Net asset
value per
share (0.60) 3.622 3.133 3.714 9.645 1
(cents) 726.7
Tangible
net asset
value per (0.60) (0.83)2 3.133 3.714 5.935 110.0
share
(cents)
Number of
shares in
issue 185 347 205 188 204 097 207 347 245 938 32.7
(`000)
Notes:
1. The "Before" financial information has been extracted without adjustment
from the published results of Bonatla for the six months ended 31 March
2007.
2. Net asset and tangible net asset value per share have been adjusted to
include the assets and liabilities of SA Growth at fair value and the
capitalisation of the estimated transaction costs (including those
transaction costs to be settled through the issue of Bonatla Shares), the
issue of 32.972 million Bonatla Shares at 43 cents per share, goodwill
arising on the SA Growth Acquisition, the raising of the deferred taxation
in respect of property, plant and equipment at a rate of 29% arising due to
the allocation of the purchase price in terms of IFRS 3 (AC140): Business
Combinations and the raising of the contingent consideration arising as a
result of the SA Growth Acquisition. The effect of the contingent
consideration on the net asset value per share is 2.49 cents being the
difference between the net asset value per share if the Consideration
Shares had been issued in full immediately and the net asset value per
share including the contingent consideration. The net tangible asset value
per share excludes the goodwill arising on the SA Growth Acquisition.
3. Net asset value and net tangible asset value per share have been adjusted
to include the Scottwaal property at fair value, including that portion of
the transaction costs relating to the Scottwaal Acquisition which have been
capitalised and the Bonatla Shares issued in settlement of the purchase
price at 40 cents per Bonatla Share.
4. Net asset value and net tangible asset value per share have been adjusted
to include the Morgan Creek property at fair value, including that portion
of the transaction costs relating to the Morgan Creek Acquisition which
have been capitalised, the mortgage bond relating to Morgan Creek and the
Bonatla Shares issued in settlement of the purchase price at 40 cents per
Bonatla Share.
5. Net asset value and net tangible asset value per share have been adjusted
for notes 2, 3 and 4 above.
In accordance with paragraph 13.7 of the JSE Listings Requirements, forecast
income statements in respect of Scottwaal and Morgan Creek will be prepared. The
unaudited pro forma earnings and headline earnings per share of the Scottwaal
and Morgan Creek Acquisitions on Bonatla, incorporating the forecast income
statements of Scottwaal and Morgan Creek, will be published in the press as soon
as this information is available.
2.4 Documentation
The proposed Scottwaal and Morgan Creek acquisitions collectively constitute a
related party, Category 2 transaction in terms of the JSE Listings Requirements
and, accordingly, a detailed circular shall be posted to shareholders within 28
days.
2.5 Lapsed transactions
Shareholders are advised that the following agreements have lapsed due to the
non fulfilment of certain of the conditions precedent:
- Laeveldtrust 2001 (Edms) Bpk announced on 25 January 2007;
- Renong Overseas Corporation SA (Proprietary) Limited announced on 25
January 2007;
- Golden Pond Trading (Pty) Ltd announced on 25 January 2007 and amended on
30 March 2007;
- Scottwaal Beleggings (Pty) Ltd announced on 25 January 2007 and amended on
12 February 2007;
- Waljon Property Trust (Pty) Ltd announced on 25 January 2007; and
- Risklab (Pty) Ltd announced on 25 January 2007.
3. Salient dates and times of the SA Growth offer
It was published in the press on Wednesday, 29 August 2007 that Bonatla proposed
to acquire 51% of the issued share capital of SA Growth from the shareholders of
SA Growth ("the SA Growth shareholders") ("the proposed transaction"). An offer
document providing further information on the proposed transaction and
containing, inter alia, a notice of general meeting, a form of proxy and a form
of acceptance, surrender and transfer and the results of the independent opinion
has been posted to SA Growth shareholders.
SA Growth shareholders are advised that the following change has occurred to the
salient dates and times of the offer:
Notice of annual general meeting and Thursday, 6 September
offer document posted to SA Growth 2007
shareholders, and offer opens at
14h00 on
4. New company Secretary
Bonatla shareholders are advised that Elise Waldeck trading as Corporate
Statutory Services (Proprietary) Limited has resigned as company secretary with
effect from 4 September 2007. Gold Equity Registrars CC has been appointed as
company secretary, effective 4 September 2007.
5. Further cautionary announcement
Shareholders are referred to the previous cautionary announcements dated 23
February 2007, 18 April 2007 and 17 May 2007 and are advised that the
negotiations referred to therein are still in progress.
Shareholders are accordingly advised to continue to exercise caution in dealing
in Bonatla`s shares until a further announcement in this regard is made.
Johannesburg
6 September 2007
Sponsor and Corporate advisor to Bonatla
T-Corporate
Date: 06/09/2007 09:59:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
