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BNT
BNT
BNT - Bonatla - Audited Results for the year ended 31 December 2008
BONATLA PROPERTY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number 1996/014533/06
Share Code: BNT
ISIN Number: ZAE000013694
("Bonatla" or "the company")
Audited Results for the year ended 31 December 2008
ABRIDGED CONSOLIDATED BALANCE SHEET
As at As at As at
31 December 30 June 31 December
2008 2008 2007
12 months 6 months 15 months
Audited Reviewed Audited
R`000 R`000 R`000
ASSETS
Non-Current assets 54,270 45,321 44,954
Goodwill 1,150 6,476 1,118
Prepayments 38,212 38,409 43,806
Investment property 14,900 - -
Deferred tax - 87 -
Intangible assets 5 13 20
Property, plant and equipment 3 336 10
Current assets 2,837 3,078 2,402
Trade and other receivables 2,266 2,607 1,890
Prepayments - current portion 394 197 394
Cash and cash equivalents 177 274 118
Total assets 57,107 48,399 47,356
EQUITY AND LIABILITIES
Equity capital and reserves 31,137 32,470 35,209
Share capital 83,926 83,926 83,926
Shares to be issued 46,700 44,200 44,200
Revaluation Reserve - 2 -
Accumulated loss (99,489) (95,658) (92,917)
Non-current liabilities 20,186 11,475 8,699
Borrowings - long term 18,567 11,475 8,699
Deferred taxation 1,619 - -
Current Liabilities 5,784 4,454 3,448
Borrowings - short term 1,560 1,277 1,431
Trade and other payables 4,224 3,111 2,003
Bank overdraft - 46 -
Taxation - 20 14
Total equity and liabilities 57,107 48,399 47,356
cents cents cents
Net asset value per share 12.13 13.02 14.12
Net tangible asset value
per share 11.69 10.24 13.67
Share in issue
(including to be issued) 256,596,954 249,439,978 249,439,978
ABRIDGED CONSOLIDATED INCOME STATEMENT
For the For the For the
12 months 6 months 15 months
ended ended ended
31 December 30 June 31 December
2008 2008 2007
Audited Reviewed Audited
R`000 R`000 R`000
Revenue 196 2,097 -
Cost of sales - (925) -
Gross profit 196 1,172
Other income 1,198 183 127
Operating costs (6,121) (3,352) (8,424)
Operating loss (4,727) (1,997) (8,297)
Impairment of investment
in subsidiary - - (1,235)
Impairment of short-term loan - - (899)
Results from operating
activities (4,727) (1,997) (10,431)
Interest received - 1 23
Finance charges (1,853) (745) (585)
Profit on disposal of listed
shares - - 12
Loss before taxation (6,580) (2,741) (10,981)
Taxation 8 - (11)
Loss after taxation (6,572) (2,741) (10,992)
cents cents cents
Reconciliation of headline
earnings:
Loss after taxation (6,572) (2,741) (10,992)
Impairment of investment
in subsidiary - - 1,235
Impairment of short-term loan - - 899
Profit on disposal of listed
shares - - (12)
Headline loss (6,572) (2,741) (8,870)
Earnings per share
information
Loss per share (3.55) (1.48) (5.93)
Diluted loss per share (2.77) (1.10) (5.92)
Headline loss per share (3.55) (1.48) (4.79)
Diluted headline loss per
share (2.77) (1.10) (4.78)
Weighted average shares in
issue for basic and headline
earnings per share 185,346,954 185,346,954 185,346,954
Weighted average shares in
issue for diluted earnings
per share 237,399,550 249,439,978 185,552,551
ABRIDGED STATEMENT OF CHANGES IN EQUITY
Convertible
preference
Share Share Share Shares to
Capital Capital Premium be issued
R`000 R`000 R`000 R ` 000
GROUP
Balance at 1 October 2006 1,853 287 81,786 -
Sale of Subsidiary
Liability in respect of 44,200
shares to be issued
Net loss for the 15 months
Balance at 31 December 1,853 287 81,786 44,200
2007
Liability in respect of 7,700
shares to be issued
Shares to be issued - (5,200)
cancelled
Net loss for the year
Balance at 31 December 1,853 287 81,786 46,700
2008
Table continues:...
Retained
earnings /
Revaluation ( Accumulated
Reserve loss) Total
R ` 000 R`000 R`000
- (83,160) 766
1,235 1,235
44,200
(10,992) (10,992)
- (92,917) 35,209
7,700
- (5,200)
(6,572) (6,572)
- (99,489) 31,137
95,658
ABRIDGED CASH FLOW STATEMENTS
12 months 6 months 15 months
As at As at As at
31 December 30 June 31 December
2008 2008 2007
Audited Reviewed Audited
R`000 R`000 R`000
CASH OUTFLOWS FROM
OPERATING ACTIVITIES (4,719) (2,042) (10,056)
CASH OUTFLOWS FROM
INVESTING ACTIVITIES (7,719) (471) (42,611)
CASH INFLOWS FROM
FINANCING ACTIVITIES 12,497 2,623 52,862
NET INCREASE IN CASH
AND CASH EQUIVALENTS 59 110 195
Cash and cash equivalents
at the beginning of the year 118 118 (77)
Cash and cash equivalents
at the end of the period 177 228 118
COMMENTARY
1. Basis of preparation
The audited results for the year ended 31 December 2008 and the reviewed results
for the 6 months ended 30 June 2008 (prepared in accordance with IAS 34 -
Interim Financial Reporting) have been prepared in accordance with accounting
policies consistent with International Financial Reporting Standards and with
those applied in previous periods.
The unqualified audit report is available for inspection at the company`s
registered office.
2. Segmental Analysis
Segmented assets and liabilities
Assets Liabilities
31 December 31 December 31 December 31 December
2008 2007 2008 2007
R`000 R`000 R`000 R`000
Property Investment
- Leisure 38,606 39,000 - -
Property Investment
- Industrial 15,737 - 9,077 -
Property Investment
- Commercial and Retail - - - -
Holding company 2,764 8,356 16,893 12,147
Consolidated 57,107 47,356 25,970 12,147
Segment revenues and results by reportable segment: income statement
Revenue Loss
12 months 15 months 12 months 15 months
Ended ended ended ended
31 December 31 December 31 December 31 December
2008 2007 2008 2007
R`000 R`000 R`000 R`000
Property Investment
- Leisure - - (448) -
Property Investment
- Industrial - - - -
Property Investment
- Commercial and Retail - - - -
Holding company 1,394 127 (4,279) (10,431)
Total revenue 1,394 127
Results from operating activities (4,727) (10,431)
Profit on disposal of listed shares - 12
Investment revenue - 23
Finance charges (1,853) (585)
Loss before taxation (6,580) (10,981)
3. Results
Efforts during the financial year under review were focused mainly on the re-
establishment of the group`s affairs and the acquisition of income earning
assets. The suspension in the trading of Bonatla`s shares by the JSE still has
not materialised to date and this has resulted in revenue not being earned by
the group.
The loss for the year decreased substantially to R 6,572 million from a loss of
R10,992 million in 2007. The loss in 2008 included re-listing fees of R 1,461
million which should not recur in 2009 and legal costs of R 1,363 million which
should substantially reduce in 2009.
The results for the year ended 31 December 2008 have been audited by Nolands
Inc. and their unqualified audit report is available for inspection at the
Company`s registered office.
4. Increase in borrowings
Total borrowings have increased from R10,130 million in 2007 to R20,127 million
in 2008 as a result of :
- Morgan Creek Properties Ten (Pty) Ltd being acquired on the 31 December 2008.
This company has an investment property with a bond of R7,248 million thereon.
- The loan from CDA Property Consultants (Pty) Ltd increased from R8,699
million to R12,748 million and this loan mainly financed the operations of the
group.
The effect of the interest payable on the increased loan from CDA Property
Consultants (Pty) Ltd on the loss and the headline loss per share was 0,68 cents
per share.
5. Acquisition and disposal of subsidiaries
All the shares in, as well as the shareholder`s loan accounts of Morgan Creek
Properties Ten (Pty) Ltd, an investment property company, were acquired on 31
December 2008 through the issue of 19,250,000 ordinary shares of 1 cent each and
at a premium of 39 cents each.
The following dormant subsidiaries were disposed of at net book value:
- Bogare Properties (Pty) Ltd
- Dalefern Properties (Pty) Ltd
- Erf 508 Isando (Pty) Ltd
- M and P Boating (Pty) Ltd
- Sable Document Management Solutions (Pty) Ltd
- VLC Commercial and Industrial Properties (Pty) Ltd
6. Related parties
The immediate parent and ultimate controlling party of the group is Bonatla
Property Holdings Limited which is 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 For the
12 months 6 months 15 months
ended ended ended
31 December 2008 30 June 2008 31 December 2007
R`000 R`000 R`000
Transactions between the group and other related parties are as follows:
CDA Property Consultants
(Pty) Limited
- asset management fee 660 - 770
- loan account balance
(see note 4) 12,748 11,337 8,699
interest on
loan account 1,421 729 440
C Douglas, a director and shareholder of CDA Property Consultants (Pty) Ltd, is
related to the director, RL Rainier and is also a cheque signatory on the
Bonatla Property Holdings Limited`s bank account.
For the For the For the
12 months 6 months 15 months
ended ended ended
31 December 2008 30 June 2008 31 December 2007
R`000 R`000 R`000
Compensation of key personnel
Executive directors -
- salaries 580 270 140
- fees - - 48
Non executive directors
- fees - - 148
580 270 336
7. Update on acquisitions previously announced.
All of the acquisitions announced in the reviewed results published on 29
September 2008 have either been concluded, or are proceeding. The Sable
transaction has been re-structured on the basis of the same salient terms as
previously announced, but on the basis of the businesses acquisition and not the
companies purchase as previously announced. Once the financial information
becomes available, the financial effects will be published in due course.
8. Post balance sheet events
The JSE is in the process of giving formal approval for the circular to be sent
to the shareholders. The shareholders (at a shareholders meeting to be held in
April, 2009), will vote
on the acquisitions included in the circular.
9. Financial effects
The table below shows the effect on net asset and tangible net asset value per
share, had the acquisitions as per circular taken place at the 31 December 2008.
Bonatla Total
31/12/2008 31/12/2008
Before After % change
Acquisitions Acquisitions
Audited
Net asset value per share 12.13 46.41 282.61
Tangible net asset per share 11.69 46.22 295.38
Shares in issue
(including to be issued) 256,596,954 616,596,954 140.30
The table below shows the effect on the earnings, headline earnings and diluted
earnings per share between the actual 2008 results (without the acquisitions)
and the forecast 2009 results (with the acquisitions).
Bonatla Bonatla and
Acquisitions
Audited Forecast % change
31/12/08 31/12/09
R`000 R`000
(Loss) / profit
before taxation (6,580) 8,708
Bargain purchase - 31,000
Taxation 8 -
(Loss) / profit
after taxation (6,572) 39,708
Weighted number of shares
in issue and to be issued 237,399,550 628,689,954 164.82
Diluted number of shares
in issue and to be issued 256,596,954 628,689,954 145.01
(Loss) / earnings per share (3.55) 6.32 278.03
Headline (loss) /
earnings per share (3.55) 1.39 193.73
Diluted (loss) /
earnings per share (2.77) 6.32 328.16
The above financial effects have been reviewed by the auditors, Nolands Inc. and
their report is available at the company`s registered office.
10. Dividends
No dividends were declared during the period.
11. Share Capital
There have been no changes in the issued and authorised share capital of the
company.
12. Management and interim funding of the group
CDA Property Consultants (Pty) Ltd has asset managed the company during the
period under review.
13. Board of Directors
Mr DA Scott - Re-elected as director on 24 June 2008 in terms of Article 88 of
the Articles.
Mr DWB King - Re-elected as director on 24 June 2008 in terms of Article 88 of
the Articles.
Mr DA Johnston - Re-elected as director on 24 June 2008 in terms of Article 91
of the Articles.
Mr RL Rainier - Re-elected as director on 24 June 2008 in terms of Article 91 of
the Articles.
Mr NG Vontas - Appointed as director on 4 July 2008 and as Chief Executive
Officer from 29 August 2008.
The asset management held by CDA Property Consultants (Pty) Ltd, on the basis of
the re-structuring of the company and the lifting of the suspension, was
cancelled with effect 1 January 2009. The asset management of the company is
therefore internalized upon re-structuring.
14. Change of Auditors
In accordance with updated JSE listing requirements, Bester Viljoen Inc resigned
as auditors on the 13 February 2009 and Nolands Inc were appointed on the same
date.
15. Contingent liabilities
There has been no change in the status of the contingent liabilities since 31
December 2007 to the date of this report.
16. Future prospects, documentation and suspension of trade in securities.
Once the acquisitions per the circular have been approved by the shareholders
and the suspension of the trade in the company`s securities has been lifted by
the JSE, revenue will start flowing into the company during the second quarter
of 2009 and the company will return to profitability.
17 Renewal of cautionary announcement
Shareholders are referred to the previous cautionary announcements dated 25
February 2007, 16 April 2007, 17 May 2007, 6 September 2007, 2 July 2008, 4 July
2008, 14 August 2008, 25 September 2008, 30 September 2008, 11 November 2008, 6
January 2009 and 18 February 2009 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 with Bonatla
shares until a further announcement in this regard is made.
31 March 2009
Johannesburg
Directors:
MH Brodie, DA Johnston, SST Ngcobo, DA Scott, DWB King, (CF de Lange -
alternate), RL Rainier, NG Vontas
Registered address:
623 Prince George Ave, Brenthurst, Brakpan, 1541
Company Secretary:
Gold Equity Registrars C.C.
Transfer Secretaries:
Computershare Investor Services (Pty) Ltd
Auditors:
Nolands Inc.
Asset Managers:
CDA Property Consultants (Pty) Ltd
Sponsors:
Arcay Moela Sponsors (Pty) Ltd
Date: 01/04/2009 07:40:41 Produced by the JSE SENS Department.
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