| Mon 20 Apr 2009, 7:46 | | BNT - Bonatla Property Holdings - Revised Announcement - Notice Of General |
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BNT
BNT
BNT - Bonatla Property Holdings - Revised Announcement - 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")
REVISED ANNOUNCEMENT - NOTICE OF GENERAL MEETING, APPLICATION FOR WAIVER AND
PROFIT FORECAST
The announcement published earlier today is hereby withdrawn.
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 the purchase of approximately 50% of the property held in the Durban
Point Development Company ("DPDC") to be procured by VLC (the "DPDC
acquisition"), for a purchase consideration of R210 000 000, including a BEE
consideration, 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subsequently been amended to the extent that the debenture has been replaced by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 DPDC acquisition, 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 Year
ending ending ending ending ending
31 31 31 31 31
December December December December December
2009 2009 2009 2009 2009
R`000 R`000 R`000 R`000 R`000
Bonatla Morgan Karbotek VLC Total
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 above profit forecast has 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: 20/04/2009 07:46:36 Produced by the JSE SENS Department.
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