| Fri 17 Apr 2009, 15:05 | | BNT - Bonatla - Notice Of General Meeting Application For Waiver And |
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BNT
BNT
BNT - Bonatla - Notice Of General Meeting, Application For Waiver And
Profit Forecast
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")
NOTICE OF GENERAL MEETING, APPLICATION FOR WAIVER AND PROFIT FORECAST
1. INTRODUCTION
Shareholders are referred to the announcement dated 8 December 2008, wherein
it was stated that the terms of the VLC acquisition had been amended from a
purchase of VLC Commercial and Industrial Properties (Proprietary) Limited
("VLC"), to a purchase of the 50% stake in the Durban Point Development
Company held by VLC, for a purchase consideration of R210 000 000, to be
satisfied by the issue of 100 000 000 ordinary shares of 1 cent each in the
issued share capital of Bonatla at 50 cents per share, and the issue of a R160
000 000 convertible or redeemable debenture. The agreement has subsequently
been amended to the extent that the debenture has been replaced by the issue
of 200 000 000 non-participating, non-redeemable, non-cumulative, compulsory
convertible preference shares at a coupon rate of 85% of the prevailing
interest rate from time to time. This amendment has necessitated a waiver of
an offer to minorities as further detailed below.
A circular to shareholders was posted on 11 April 2009 containing a notice of
general meeting, which general meeting is to be held at 09:00 on Monday, 4 May
2009, in order to approve, with or without modification, certain ordinary and
special resolutions, including amongst others, the acquisition of the entire
issued share capital of Morgan Creek Properties Ten (Proprietary) Limited, the
acquisition of Erven 1627 and 1628 Estcourt extension 13 from Karbotek Carbon
Technologies (Proprietary) Limited, the acquisition of a 50% stake in the
Durban Point Development Company from VLC, the 99 year leases signed with the
Amahlubi Land Trust and the Sibuyelo Matiwane Community Trust, and a waiver of
the obligation to make a mandatory offer to the minority shareholders of
Bonatla by VLC in terms of the SRP`s Code on Takeovers and Mergers in such
circumstances where the issue of the non-participating, non-redeemable, non-
cumulative compulsory convertible preference shares to VLC would result in a
deemed change in control in terms of section 440A (2)(b) of the Companies Act,
Act 61 of 1973 ("the Act").
2. APPLICATION FOR WAIVER
Shareholders are advised that an application for the formal waiver of
mandatory offer has been applied for, and that irrevocable undertakings to
vote in favour of the waiver have been received from holders of 117 715 198
ordinary shares in the issued share capital of the company, representing
63.45% of the shares in issue, at the general meeting of shareholders to be
held on Monday, 4 May 2009, subject to the SRP considering representations (of
any) made by shareholders.
Bonatla shareholders may provide the SRP with written submissions by no later
than Wednesday, 22 April 2009 as to why the SRP waiver should not be granted.
Written submissions should be delivered by hand, posted or faxed to:
If delivered by hand or couriered:
The Executive Director
Securities Regulation Panel
Reeva House
Ground Floor
2 Sherborne Road
(off Jan Smuts Avenue)
Parktown
2193
If posted:
The Executive Director
Securities Regulation Panel
P O Box 91833
Auckland Park
2006
If faxed:
The Executive Director
Securities Regulation Panel
+27114825635
3. PROFIT FORECAST
As a result of the proposed acquisitions as detailed in paragraph 1 above, the
company is obliged to publish the profit forecasts detailed below:
The unaudited profit forecasts have been prepared for illustrative purposes
only and to provide information about the projected net income for the periods
ending 31 December 2009 and 31 December 2010. The unaudited profit forecasts
are the responsibility of the directors of the company and has been prepared
in accordance with International Financial Reporting Standards and by applying
the accounting policies of Bonatla.
3.1 Forecast income statement for the year ending 31 December 2009
Year Year Year Year ending Year ending
ending 31 ending 31 ending 31 31 December 31 December
December December December 2009 2009
2009 2009 2009 R`000 R`000
R`000 R`000 R`000
Bonatla Morgan Karbotek VLC Total12
Creek
Revenue 5 143 1 505 5 400 2 503 14 551
Cost of (1 950) _ _ _ (1 950)
sales
Gross Profit 3 193 1 505 5 400 2 503 12 601
Operating (2 912) (16) (20) (20) (2 968)
costs
Profit 281 1 489 5 380 2 483 9 633
before -
finance
costs
Net finance - (925) - _ (925)
charges
Profit 281 564 5 380 2 483 8 708
before
taxation
Bargain 21 000 10 000 31 000
purchase
Taxation -- _ - _ _
Profit after 281 564 26 380 12 483 39 708
taxation
Weighted 249 440 19 250 60 000 300 000 628 690
number of
shares in
issue
(`000s)
Earnings per 0.11 2.93 43.97 4.16 6.32
share
(cents)
Headline 0.11 2.93 8.97 0.83 1.39
earnings per
share
(cents)
Dividends - _ _ _ _
per share
(cents)
Assumptions:
The assumptions detailed below are outside the control of the directors:
1. The contracted revenue is based on existing lease agreements.
2. No unforeseen economic factors that will affect the lessees` ability to
meet their commitments in terms of the existing lease agreements have been
included.
3. Net finance charges are in respect of interest charges relating to the
mortgage bond acquired in respect of the Morgan Creek acquisition. (The
mortgage bond bears interest at prime less 100 basis points and is payable in
equal instalments over 10 years.)
The assumptions detailed below are under the control of the directors:
4. There is no current vacant space.
5. Recoveries revenue is based on historical recoveries and forecast
recoverable operating expenses.
6. Operating expenditure has been determined based on discussions with the
property managers, historical costs and the forecast costs per the valuer`s
reports. Most expenses are recovered from tenants as the rental agreements are
substantially triple-net leases and therefore no operating or other costs
relating to the buildings have been included in the forecast, with the
exception of the proportion of rates and a proportion of insurance in respect
of Morgan Creek.
7. 179 250 000 new shares will be issued to effect the acquisitions,
excluding the leases at prices varying between 40 cents and 75 cents per
share.
8. No fair value adjustments to the properties being acquired have been made
during the period under review.
9. The forecast income for Karbotek and VLC is based on 9 months rental
income due to the expected transfer of the properties taking place at the end
of March 2009.
10. The forecast income of Morgan Creek is based on 12 months rental income
due to effective control and possession occurring on 31 December 2008.
11. The forecasts include rental income from Morgan Creek, Karbotek and VLC
only, as at present no income is being earned from the leases.
12. The directors have determined that the value of goodwill has been fairly
stated and that no impairment will be required in 2009 and 2010.
13. No taxation has been provided due to there being available assessed
losses.
14. Transaction costs of R644 795 have been included in the above profit
forecast.
15. No management fees are payable to third parties as management is
conducted by the company.
16. No preference dividend is payable until such time as directors declare a
dividend. No preference dividend will be declared by the directors until such
time as additional income is earned by the group, over and above the profit
before tax of R8 million, sufficient to cover any preference share
declaration. The preference shares are non-participating and non-cumulative
as to dividends.
Morgan Creek is tenanted in terms of triple-net lease agreements and the
lessees are responsible for payment of the expenses, therefore, the operating
expenses are not material, either in total or individually.
The above assumptions are material to the forecast and the actual profit of
the acquisitions will depend on them. Unforeseen events and circumstances may
also occur subsequent to the date of this circular and the actual results
achieved during the year ending 31 December 2009 may therefore differ
materially from the forecast.
The independent reporting accountants` limited assurance reports on the
unaudited profit forecast of the acquisitions for the year ending 31 December
2009 and 31 December 2010 are set out in Annexure 1.
3.2 Forecast income statement for the year ending 31 December 2010
Year Year Year Year Year
ending ending ending ending ending
31 31 31 31 31
December December December December December
2010 2010 2010 2010 2010
R`000 R`000 R`000 R`000 R`000
Bonatla Morgan Karbotek VLC Total
Creek
Revenue 6 233 1 605 7 632 4 124 19 594
Cost of (2 700) _ _ _ (2 700)
sales
Gross Profit 3 533 1 605 7 632 4 124 16 894
Operating (3 121) (16) (20) (20) (3 177)
costs
Profit 412 1 589 7 612 4 104 13 717
before
finance
costs
Net finance - (715) - _ (715)
charges
Profit 412 874 7 612 4 104 13 002
before
taxation
Taxation -- _ - _ _
Profit after 412 874 7 612 4 104 13 002
taxation
Weighted 249 440 19 250 60 000 300 000 628 690
number of
shares in
issue
(`000s)
Earnings per 0.17 4.54 12.69 1.37 2.07
share
(cents)
Headline 0.17 4.54 12.69 1.37 2.07
earnings per
share
(cents)
Dividends - _ _ _ _
per share
(cents)
Assumptions:
The assumptions detailed below are outside the control of the directors:
1. The contracted revenue is based on existing lease agreements.
2. No unforeseen economic factors that will affect the lessees` ability to
meet their commitments in terms of the existing lease agreements have been
included.
3. Net finance charges are in respect of interest charges relating to the
mortgage bond acquired in respect of the Morgan Creek acquisition. (The
mortgage bond bears interest at prime less 100 basis points and is payable in
equal instalments over 10 years.)
The assumptions detailed below are under the control of the directors:
4. There is no current vacant space.
5. Recoveries revenue is based on historical recoveries and forecast
recoverable operating expenses.
6. Operating expenditure has been determined based on discussions with the
property managers, historical costs and the forecast costs per the valuer`s
reports. Most expenses are recovered from tenants as the rental agreements are
substantially triple-net leases and therefore no operating or other costs
relating to the buildings have been included in the forecast, with the
exception of the proportion of rates and a proportion of insurance in respect
of Morgan Creek.
7. No fair value adjustments to the properties being acquired have been made
during the period under review.
8. The forecasts include rental income from Morgan Creek, Karbotek and VLC
only, as at present no income is being earned from the leases.
9. The directors have determined that the value of goodwill has been fairly
stated and that no impairment will be required in 2009 and 2010.
10. No taxation has been provided due to there being available assessed
losses.
11. No management fees are payable to third parties as management is
conducted by the company.
12. No preference dividend is payable until such time as directors declare a
dividend. No preference dividend will be declared by the directors until such
time as additional income is earned by the group, over and above the profit
before tax of R8 million, sufficient to cover any preference share
declaration. The preference shares are non-participating and non-cumulative
as to dividends.
Morgan Creek is tenanted in terms of triple-net lease agreements and the
lessees are responsible for payment of the expenses, therefore, the operating
expenses are not material, either in total or individually.
The above assumptions are material to the forecast and the actual profit of
the acquisitions will depend on them. Unforeseen events and circumstances may
also occur subsequent to the date of this circular and the actual results
achieved during the year ending 31 December 2009 may therefore differ
materially from the forecast.
The above profit forecasts have been reviewed by Nolands Inc and the review
report is available for inspection at the company`s registered office until
the date of the general meeting.
17 April 2009
Johannesburg
Sponsors:
Arcay Moela Sponsors (Pty) Ltd
Reporting accountants
Nolands Inc
Date: 17/04/2009 15:05:01 Produced by the JSE SENS Department.
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