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BNT
BNT
BNT - Bonatla Property Holdings - Audited Results For The 15 Months Ended 31
December 2007, Reviewed Results For The Year Ended 30 September 2007, Pro Forma
Financial Effects Of The Sable Acquisition And Renewal Of Cautionary
Announcement
BONATLA PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/014533/06)
Share code: BNT
ISIN code: ZAE000013694
("Bonatla" or "the company")
AUDITED RESULTS FOR THE 15 MONTHS ENDED 31 DECEMBER 2007, REVIEWED RESULTS FOR
THE YEAR ENDED 30 SEPTEMBER 2007, PRO FORMA FINANCIAL EFFECTS OF THE SABLE
ACQUISITION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
BALANCE SHEETS As at As at As at
31 December 30 September 30 September
2007 2007 2006
Audited Reviewed Audited
R`000 R`000 R`000
ASSETS
Non-Current assets 44 954 1 155 76
Goodwill 1 118 1 118 0
Prepayment - 99 lease 38 606 0 0
Prepayment - Sable 5 200
Property, plant and 30 37 76
equipment
Current assets 2 402 2 095 2 403
Other financial assets 0 0 2 278
Trade and other 2 284 1 532 89
receivables
Short-term loan 0 496 0
Cash and cash 118 67 36
equivalents
Total assets 47 356 3 250 2 479
EQUITY AND LIABILITIES
Equity capital and 35 209 -5 724 766
reserves
Share capital 83 926 83 926 83 926
Shares to be issued 44 200 0 0
Accumulated loss -92 917 -89 650 -83 160
Non-current liabilities 8 699 5 724 0
Subordinated long-term 0 5 724 0
liability
Borrowings 8 699 0 0
Current Liabilities 3 448 3 250 1 713
Borrowings 1 431 1 498 1 468
Trade and other 2 003 1 738 118
payables
Loans from Subsidiaries 0 0 0
Bank overdraft 0 0 113
Taxation 14 14 14
Total equity and 47 356 3 250 2 479
liabilities
cents cents cents
Net asset value per 14.12 (3.09) 0.41
shares
Net tangible asset 13.67 (3.69) 0.41
value per share
Shares in issue 249 439 978 185 346 954 185 346 954
(including to be
issued)
INCOME STATEMENTS 15 months 12 months 12 months
31 December 30 September 30 September
2007 2007 2006
Audited Reviewed Audited
R`000 R`000 R`000
Turnover 0 0 0
Other income 127 129 2 259
Operating costs -8 424 -6 281 -5 956
Operating loss -8 297 -6 152 -3 697
Impairment of interest -1 235 -1 235 0
in Subsidiaries
Impairment of short -899 0 0
term loan
Results from operating -10 431 -7 387 -3 697
activities
Interest received 23 0 98
Finance charges -585 -338 -1 237
Adjustment to 0 0 -440
properties sold in
prior years
Profit on disposal of 0 0 4 525
investment
Profit on disposal of 0 0 5
subsidiaries
Fair value adjustment
of listed and
unlisted investments 0 0 554
Profit on disposal of 12 12 98
listed shares
Fair value adjustment 0 0 266
of interest rate swap
(Loss)/profit before -10 981 -7 713 172
taxation
Taxation -11 -11 0
(Loss)/profit after -10 992 -7 724 172
taxation
Reconciliation of
headline earnings:
(Loss)/profit after -10 992 -7 724 172
taxation
Impairment of interest 1 235 1 235 0
in subsidiaries
Impairment of short 899 0 0
term loan
Adjustment to 0 0 440
properties sold in
prior years
Profit on disposal of 0 0 -4 525
investment
Profit on disposal of 0 0 -5
subsidiaries
Fair value adjustment
of listed and
unlisted investments 0 0 -554
Profit on disposal of -12 -12 -98
listed shares
Fair value adjustment 0 0 -266
of interest rate swap
Headline loss -8 870 -6 501 -4 836
Earnings per share cents cents cents
information
(Loss)/earnings per (5.93) (4.17) 0.09
share
Headline (loss) per (4.79) (3.50) (2.61)
share
Diluted (loss)/earnings (5.93) - -
per share
Weighted average shares 185 362 563 185 362 563 185 362 563
in issue
ABRIDGED CASH FLOW STATEMENTS
As at As at As at
31 December 30 September 30 September
2007 2007 2006
Audited Reviewed Audited
R`000 R`000 R`000
Cash flows from (10 757) (7 404) (6 354)
operating activities
Cash flows from 2 290 1 794 7145
investing activities
Cash flows from 8 662 5 754 (1 057)
financing activities
Net increase/ 195 144 (266)
(decrease) in cash and
cash equivalents
Cash and cash -77 -77 189
equivalents at the
beginning of the year
Cash and cash 118 67 -77
equivalents at the end
of the year
STATEMENT OF CHANGES IN EQUITY
Share Convertible Share Shares Retained Total
capital preference premium to be earnings/
share issued (Accumula
capital ted loss)
R`000 R`000 R`000 R ` 000 R`000 R`000
Balance at 1 1 853 - 54 343 - -83 332 -27 136
October 2005
28 730 140
convertible
`B` preference
shares of 1 - 287 27 443 27 730
cent each
Net profit for 172 172
the year
Balance at 30 1 853 287 81 786 - -83 160 766
September 2006
Sale of 1 235 1 235
Subsidiary
Net loss for -7 724 -7 724
the year
Balance at 30 1 853 287 81 786 - -89 649 -5 723
September 2007
Liability in 5 200 5 200
respect of
shares to be
issued
Liability in 39 000 39 000
respect of
shares to be
issued
Net loss for -3 268 -3 268
the period
Balance at 31 1 853 287 81 786 44 200 92 917 35 209
December 2007
COMMENTARY
Basis of preparation
Both the audited results for the 15 months to 31 December 2007 and the reviewed
results for the 12 months to 30 September 2007 have been prepared in accordance
IAS 34 - Interim Financial Reporting, in accordance with accounting policies
consistent with International Financial Reporting Standards and with those
applied in previous periods. The financial statements have been audited for the
period ended 31 December 2007, and reviewed for the period ended 30 September
2007, by Bester Viljoen Inc. whose unqualified and unmodified audit report is
available for inspection at the company`s registered office.
Results
The reviewed results to 30 September 2007 are included in this announcement
without comments due to low trading activity as most of the trading and
investment activity occurred after that date.
The operating costs have increased significantly over the prior period due to
the increased activities in the past year relating to restoring the company`s
balance sheet and business prospects and these costs are expected to decline
significantly during the following period. This, in turn, has led to the higher
losses in the group. The group`s assets have been critically evaluated and
impaired, where necessary.
During September and October 2007 Bonatla secured two 99 year lease agreements
in KZN which has been capitalised as a prepayment. This will be classified as a
long term lease going forward. In addition, Bonatla entered into an agreement
for the Sable acquisition as detailed below, which is also reflected as a
prepayment. These assets will generate income and capital growth for the Bonatla
group going forward.
The income statement results of Sable have not been consolidated due to the
acquisition only becoming effective on 31 December 2007.
Segmental Analysis
Segmented Assets and Assets Liabilities
Liabilities
2007 2006 2007 2006
R`000 R`000 R`000 R`000
Leisure 39 000 - - -
Holding Company 9 255 2 479 12 147 1 713
Consolidated 48 255 2 479 12 147 1 713
Income Statement
No segmental analysis is provided as all expenses were related to the holding
company
Update on acquisitions previously announced
All of the acquisitions announced in the unaudited results published on 08
September 2007 have either been concluded, or are proceeding, with the exception
of the SA Growth Property Group Ltd transaction. Bonatla has elected not to
pursue this transaction owing to previously undisclosed information coming to
light. A loan account advanced by Bonatla to SA Growth Property Group Limited is
standing at R899 000 as at balance sheet date and has been provided against in
full.
The Sable acquisition
As announced on 06 March 2008, Bonatla acquired two businesses, with possession
and management control as at 31 December 2007, namely Sable Scanning
Technologies (Pty) Ltd and Sable Document Imaging Architects (Pty) Ltd, (the
Sable acquisition)., for an aggregate consideration of R5 200 000. The results
of Sable will be consolidated from 01 January 2008. These entities specialize in
document imaging and storage management. They will be consolidated into a wholly
owned subsidiary, Sable Document Management Solutions (Pty) Ltd ("SDMS"). The
pro forma financial effects of this transaction are disclosed below:
Pro forma financial effects of the Sable acquisition
The table below summarises the financial effects of the Sable acquisition on the
audited financial statements for the period year ended 31 December 2007. The
financial effects are the responsibility of the directors and have been prepared
for illustrative purposes only, to show the possible financial effect if the
acquisition had been effective on 01 October 2006 for income statement purposes
and as at 31 December 2007 for balance sheet purposes. The pro forma financial
effects, because of their nature, may not give a true reflection of the
financial position, the statement of changes in equity, the results of
operations or cash flows of Bonatla.
Fully diluted Before After % change
information
Loss per share (cents) -5.93 -5.64 4.9%
Headline loss per share -4.79 -4.57 4.5%
(cents)
Diluted loss per share -5.93 -5.64 4.8%
(cents)
Diluted headline loss -4.78 -4.57 4.5%
per share (cents)
Weighted average shares 185 346 954 197 439 978 6.5%
in issue
Fully diluted shares in 185 462 510 197 555 534 6.5%
issue
Net asset value per 12.64 14.12 11.6%
share (cents)
Net tangible asset 12.17 11.56 -5.0%
value per share (cents)
Shares in issue at 237 346 954 249 439 978 5.1%
period end
Assumptions:
1. The "Before" column is extracted from the company`s published audited
results for the period ended 31 December 2007 above, adjusted for the
prepayment relating to the Sable acquisition.
2. The "After" column shows the pro forma effects of the acquisition of 100%
of Sable as though the acquisition had been in effect from 01 October 2006.
The Sable results have been based on the 10 months to 31 December 2007,
which have been annualised, as this is considered to be more representative
of the business going forward (as compared to adjusting to a 15 month
period). No amortisation of intangibles or impairment of goodwill has been
assumed.
3. The shares issued for the consideration are assumed to have been issued as
at 01 September 2006.
Post balance sheet events
After the balance sheet date, the company signed heads of agreement with
Infostore CC, an established document storage business based in Cape Town
according to which 50% of the shares and loans in Infostore are acquired by
Bonatla for a total consideration of approximately R900 000. This business is
complementary to the SDMS business. The acquisition is subject to the lifting of
the suspension of trade in the company`s securities. The heads of agreement
provide for an option to acquire the remaining 50% by latest 29 February 2012
based on a price earnings ratio of 4 times net profit after taxation.
Dividends
No dividends were declared during the period.
Management and interim funding of the group
The asset management of the company was effected by CDA Property Consultants
(Pty) Ltd. In spite of difficult trading conditions, the asset managers
finalised various deals which resulted in the strengthening of the balance
sheet. In addition, the asset management company provided funding required by
the company during the past fifteen months. Such funding has been secured as per
a further loan agreement dated 28th February 2008.
Board of Directors
On 22 February 2008 Mr. FW Nicholson resigned as director and Mr. DA Scott was
appointed as financial director of the group. Messrs DWB King and CF de Lange
(as alternate) were appointed as directors as from 6 March 2008 in conjunction
with the Sable acquisition.
Future prospects, documentation and suspension of trade in securities
The directors and management are confident that the efforts of the past 24
months to re-establish the company`s asset base and profitability will
materialise during 2008. The board is currently in the process of repositioning
the company and revising its circular to shareholders relating to acquisitions
previously announced, with the ultimate aim of applying to the JSE for the
lifting of the suspension on trade in the company`s securities.
Change of Year-end
The directors resolved on 26 September 2007 to change the financial year-end of
the company from 30 September to 31 December each year,
Renewal of cautionary announcement
Shareholders are referred to the previous cautionary announcements dated 25
February 2007, 16 April 2007, 17 May 2007 and 6 September 2007, and are advised
that certain negotiations referred to therein are still in progress.
Shareholders are accordingly advised to continue to exercise caution in dealing
with Bonatla shares until a further announcement in this regard is made.
7 March 2008
Johannesburg
Directors:
MH Brodie, DA Johnston, SST Ngcobo, DA Scott, DB King (CF de Lange - alternate),
RL Rainier
Registered address
623 Prince George Ave, Brenthurst, Brakpan, 1541
Company Secretary Transfer secretaries
Gold Equity Registrars C.C. Computershare Investor
Services 2004 (Pty) Ltd
Auditors Asset Managers
Bester Viljoen Inc CDA Property Consultants
(Pty) Ltd
Johannesburg
07 March 2008
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 07/03/2008 16:20:47 Produced by the JSE SENS Department.
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