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BNT
BNT
BNT - Bonatla - Reviewed Interim Results For The Six Months Ended 30 June 2009
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")
REVIEWED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2009
ABRIDGED CONSOLIDATED BALANCE SHEET
As at As at As at
30 June 30 June 31-Dec
2009 2008 2008
6 months 6 months 12 months
Reviewed Reviewed Audited
R`000 R`000 R`000
ASSETS
Non-Current assets 199,068 4,321 54,270
Goodwill 1,150 6,476 1,150
Prepayments 38,015 38,409 38,212
Investment property 159,900 - 14,900
Deferred tax - 87 -
Intangible assets 1 13 5
Property, plant and 2 336 3
equipment
Current assets 2,668 3,078 2,837
Trade and other 2,236 2,607 2,266
receivables
Prepayments - current 394 197 394
portion
Cash and cash 38 274 177
equivalents
Total assets 201,736 48,399 57,107
EQUITY AND LIABILITIES
Equity capital and 174,492 32,470 31,137
reserves
Share capital 83,926 83,926 83,926
Shares to be issued 160,700 44,200 46,700
Revaluation Reserve - 2 -
Accumulated loss (70,134) (95,658) (99,489)
Non-current liabilities 20,389 11,475 20,186
Borrowings - long term 18,744 11,475 18,567
Deferred taxation 1,645 - 1,619
Current Liabilities 6,855 4,454 5,784
Borrowings - short term 1,240 1,277 1,560
Trade and other 5,582 3,111 4,224
payables
Bank overdraft - 46 -
Taxation 33 20 -
Total equity and 201,736 48,399 57,107
liabilities
cents cents cents
Net asset value per 36.42 13.02 12.13
share
Net tangible asset 36.18 10.24 11.69
value per share
Shares in issue 479 096 954 249 439 978 256 596 954
(including to be
issued)
ABRIDGED CONSOLIDATED INCOME STATEMENT
For the 6 For the 6 For the 12
months ended months ended months ended
30 June 2009 30 June 2008 31 December
2008
Reviewed Reviewed Audited
R`000 R`000 R`000
Revenue 1,065 2,097 196
Cost of sales - (925) -
Gross profit 1,065 1,172 196
Other income 31,036 183 1,198
Operating costs (2,240) (3,352) (6,121)
Results from operating 29,861 (1,997) (4,727)
activities
Interest received 17 1 -
Finance charges (464) (745) (1,853)
Loss before taxation 29,414 (2,741) (6,580)
Taxation (59) - 8
Loss after taxation 29,355 (2,741) (6,572)
cents cents cents
Earnings per share
information
Earnings / (loss) per 9.45 (1.48) (3.55)
share
Diluted earnings / 9.45 (1.10) (2.77)
(loss) per share
Headline loss per (0.53) (1.48) (3.55)
share
Diluted headline loss (0.53) (1.10) (2.77)
per share
Shares in issue for 310 685 352 185 346 954 185 246 954
basic and headline
earnings per share
Weighted average 310 685 352 249 439 978 237 399 550
shares in issue for
diluted earnings per
share
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 31 1,853 287 81,786 44,200
December 2007
Gain on revaluation
of plant and
equipment
Net loss for the
six months
Balance at 30 June 1,853 287 81,786 44,200
2008
Reversal on
revaluation of
plant and equipment
Shares to be issued 7,700
Shares to be issued (5,200)
- cancelled
Net loss for the
remaining six
months
Balance at 31 1,853 287 81,786 46,700
December 2008
Shares to be issued 114,000
Net profit for the
six months
Balance at 30 June 1,853 287 81,786 160,700
2009
Retained
earnings /
Revaluation (
Accumulated
Reserve loss) Total
R`000 R`000 R`000
GROUP
Balance at 31 - (92,917) 35,209
December 2007
Gain on 2 2
revaluation of
plant and
equipment
Net loss for the
six months (2,741) (2,741)
Balance at 30 June
2008 2 (95,658) 32,470
Reversal on
revaluation of (2) (2)
plant and
equipment
Shares to be
issued 7,700
Shares to be
issued - cancelled - (5,200)
Net loss for the (3,831) (3,831)
remaining six
months
Balance at 31 - (99,489) 31,137
December 2008
Shares to be
issued 114,000
Net profit for the
six months 29,355 29,355
Balance at 30 June
2009 - (70,134) 174,492
ABRIDGED CASH FLOW STATEMENTS
6 months 6 months 12 months
As at As at As at
30 June 30 June 31 December
2009 2008 2008
Reviewed Reviewed Audited
R`000 R`000 R`000
CASH (OUTFLOWS) FROM
OPERATING ACTIVITIES (210) (2,042) (4,719)
CASH INFLOWS/(OUTFLOWS)
FROM INVESTING ACTIVITIES 214 (471) (7,719)
CASH (OUTFLOWS)/INFLOWS
FROM FINANCING ACTIVITIES (143) 2,623 12,497
NET (DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS (139) 110 59
CASH AND CASH EQUIVALENTS
AT BEGINNING OF THE YEAR 177 118 118
CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD 38 228 177
COMMENTARY
1 Basis of preparation
The reviewed interim results for the six months ended
30 June 2009 (prepared in accordance with IAS 34 -
Interim Financial Reporting) have been prepared in
accordance with accounting policies consistent with
those applied in previous periods.
2 Segmental Analysis
Segmented assets and
liabilities
Assets
30 June 31 December 30 June
2009 2008 2008
R`000 R`000 R`000
Property 38,409 38,606 38,803
Investment -
Leisure
Property 60,858 15,737 1,278
Investment -
Industrial
Property
Investment - 100,000 - -
Commercial and
Retail
Holding company 2,469 2,764 8,318
Consolidated 201,736 57,107 48,399
Liabilities
30 June 31 December 30 June
2009 2008 2008
R`000 R`000 R`000
Property
Investment - - - -
Leisure
Property 8,902 9,077 1,132
Investment -
Industrial
Property
Investment - - - -
Commercial and
Retail
Holding company 18,342 16,893 14,797
27,244 24,970 15,929
Segment revenues and results by reportable
segment: income statement
Revenue
6 months 12 months 6 months
ended ended ended
30 June 31 December 30 June
2009 2008 2008
R`000 R`000 R`000
Continuing
operations
Property -
Investment - - -
Leisure
Property 1,065
Investment - - -
Industrial
Property
Investment - - - -
Commercial and
Retail
Holding company 36 1,394 127
Total Revenue 1,101 1,394 127
Profit /
(loss)
6 months 12 months 6 months
ended ended ended
30 June 31 December 30 June
2009 2008 2008
R`000 R`000 R`000
Property (198) (448) (235)
Investment -
Leisure
Property 744 305
Investment - -
Industrial
Property
Investment - - - -
Commercial and
Retail
Holding company (1,685) (4,279) (2,067)
Total Revenue
Results from (1,139) (4,727) (1,997)
operating
activities
Investment 17 - 1
revenue
Finance charges (464) (1,853) (745)
Bargain 31,000
Purchase - -
Profit / (loss) 29,414 (6,580) (2,741)
before taxation
The segment information according to IFRS8
does not materially differ from that
previously disclosed under IAS14.
3 Results
Efforts during the financial period under review
continued to be focused mainly on being re-listed on
the JSE.
The suspension in the trading of Bonatla`s shares was
finally lifted on the 17 August 2009 resulting in
most of the revenue not flowing into the Income
Statement (for the 6 months to 30 June 2009) as per the
Circular dated 9 April 2009.
The profit after taxation of R 29,355 million includes
a bargain purchase on the acquisition of two properties
of R 31,000 million, being the difference between the
last traded share price (40 cents) and the price that
the shares were issued at for the purchase of the
properties.
The results for the period ended 30 June 2009 have been
reviewed by Nolands Inc. and their unmodified
review report is available for inspection at the
Company`s registered office.
4 Borrowings
Total borrowings decreased marginally from R20,127
million in December 2008 to R19,984 million in June
2009.
As per agreement, no interest was charged by CDA
Property Consultants during the 6 months ended
30 June 2009 on their loan which increased from R12,748
million to R12,959 million. If interest had been
charged, the loss would have increased to R 2,793
million and the effect of the additional interest on
the loss per share and headline loss per share would
have been 0,62 cents per share.
5 Acquisition and
disposal of
subsidiaries
During the period under review, there were no
acquisition or disposal of subsidiaries.
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.
been eliminated on consolidation.
For the 6 For the 6 For the
months months 12
months
ended ended ended
30 June 2009 30 June 31
2008 December
2008
R`000 R`000 R`000
Transactions between the group and other
related parties are as follows :
CDA
Property
Consultants
(Pty) Ltd
- asset - - 660
management
fee
- loan 12,959 11,337 12,748
account
balance
(see note
4)
- - 729 1,421
interest on
loan
account
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 6 For the 6 For the
months months 12
months
ended ended ended
30 June 2009 30 June 31
2008 December
2008
R`000 R`000 R`000
Compensation of
key personnel
Executive
directors
- salaries 205 270 580
- fees - - -
Non executive
directors
- salaries - - -
- fees - - -
205 270 580
7 Update on acquisitions
previously announced.
All of the acquisitions announced in the audited
results published on 31 March 2009 have either
been concluded, or are proceeding. The VLC transaction
has been re-structured and the transfer of and payment
for the 170,000 square meters of undeveloped bulk land
will take place once the objections to the
Environmental Impact
Assessment have been
attended to.
8 Post balance
sheet events
The suspension in the trading of the Bonatla shares was
finally lifted on the 17 August 2009 by the JSE.
60 million ordinary Bonatla shares were issued to the
Vendors of the Karbotek property and 100 million
ordinary Bonatla shares were issued to the Vendor of
the portions 1.15 and 1.16, and all improvements
thereon at the Durban Point in respect of the VLC
acquisition, both on the 2 July 2009.
9 Reconciliation
of headline
(loss) per
share
For the 6 For the 6 For the
months months 12
months
ended ended ended
30 June 2009 30 June 31
2008 December
2008
R`000 R`000 R`000
Profit / (loss) 29,355 (2,741) (6,572)
after taxation
Bargain (31,000) - -
purchase
Headline (loss) (1,645) (2,741) (6,572)
after taxation
10 Business
Combinations
Purchase Shares to Bargain
be
Condideration issued Purchase
R`000 R`000 R`000
Karbotek 45,000 24,000 21,000
acquisition
Erven 1627 and 1628
Escourt extension 13,
comprising 17 000
sq. metres of factory
and warehousing space
and a further
70 000 sq. metres
which is zoned for
industrial use. The
total
consideration is R 45
million, to be
satisfied by the issue
of 60
million ordinary
shares in the issued
share capital of
Bonatla
at an issue
price of 75
cents.
The acquisition date
was the 18 May 2009.
VLC acquisition 100,000 90,000 10,000
Portions 1.15 and 1.16
with all improvements
thereon, being
Rocsa House and Rocpoint
House for a purchase
consideration
of R 100 million, to
be satisfied by the
issue of 100 million
Bonatla shares at an
issue price of 50
cents per share, and
62.5 million non-
participating, non-
redeemable, non-
cumulative,
compulsory convertible
preference shares at
80 cents each.
The acquisition date
was the 18 May 2009.
11 Dividends
No dividends
were declared
during the
period.
12 Share Capital
At the shareholders meeting held on the 4 May 2009,
approval was given to increase the authorised ordinary
share capital to 2,000,000,000 shares to provide for
funding of future acquisitions through the issue of
shares.
The articles of association were also amended to
include the terms of the non-participating, non-
redeemable,
non-cumulative compulsory convertible preference shares
in part satisfaction of the purchase price of the
acquisition of 200,000 square metres of bulk and
certain improvements thereon located at the Durban
Waterfront
development.
13 Management of
the group
CDA Property Consultants (Pty) Ltd resigned as asset
managers on the 1 January 2009 and this function has
been managed by the
company during the period
under review.
14 Board of
Directors
Mr DA Scott
Mr DWB King
Mr DA Johnston
Mr RL Rainier
Mr NG Vontas Re-elected as director on 28 April 2009 in terms
of Article 88 of the Articles.
Mr MH Brodie Re-elected as director on 28 April 2009 in terms
of Article 91 of the Articles.
Mr SST Ngcobo Re-elected as director on 28 April 2009 in terms
of Article 91 of the Articles.
15 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.
16 Contingent
liabilities
Litigation against Catalyst (Pty) Ltd ("Catalyst")
Bonatla Property Holdings Limited has instituted
litigations against Catalyst, who were the portfolio
managers of Bonatla Property Holdings Limited at the
time the interest swap agreement with Nedcor was
entered into. The interest swap agreement was not
disclosed to the directors of Bonatla Property Holdings
Limited by Catalyst.
This interest swap resulted in substantial diminution
of shareholder value and Bonatla Property Holdings
Limited is claiming R 30 million from Catalyst.
Summons has been issued and a court date is expected to
be allocated in January 2010.
In addition to the above matter, additional issues with
respect to general administration and financial
management have arisen which may also result in legal
action against the representatives, board and
management of Broll and Catalyst during their tenure as
managers or directors of Bonatla.
Litigation re
Saxum
As a result of the conditions precedent as set out in
the Saxum acquisition agreement not being fufilled,
Bonatla Property Holdings Limited ("Bonatla") became
liable for a penalty owing to Saxum Group (Pty) Ltd
("Saxum") amounting to R5 million. R1 million of this
penalty was paid to Saxum in cash on 12 July 2007 and
an additional R1 million was paid to Saxum in cash on
11 October 2007. On 12 July 2007 20 million of
Bonatla`s shares were pledged by Dreamworld 5 (Pty) Ltd
("Dreamworld"), a company 100% owned by Robin Rainier,
the chief executive officer at that time, as security
for the penalty. On 2 October 2007, Saxum obtained an
unopposed judgment against Bonatla for an amount of R 4
million.
Bonatla has applied for the recission of the judgment
granted to Saxum on the basis "that the judgemnt was
granted on information previously unknown to Bonatla as
to the agreement relating to the acquisition of Saxum
which was not in accordance with the negotiations
between Saxum and Bonatla. Further, the penalty does
not comply with the penalties as set out in the
Conventional Penalties Act, in that it was far in
excess of the damages allegedly suffered.
The deposit in trust is R3 837 000 in addition to the
R2 000 000 cash disbursed as per above. There are no
loan agreements in place with regard to the pledged
shares, but an agreement is in place between Bonatla
and Dreamworld whereby should the case against Saxum be
unsuccessful, Dreamworld has no recourse against
Bonatla for the 20 million shares pledged as security
therefor. Saxum has undertaken to return the 20 million
shares to Dreamworld should Bonatla be successful in
the recission application.
The legal proceedings are in progress and are expected
to be resolved in 2010. Bonatla`s attorneys are
confident
of the positive resolution of the matter.
Litigation re The Bebinchand Seevnarayan Trust ("The
Trust")
The Trust, of whom the beneficiaries are the
Seevnarayan family, undertook to advance an amount of
R35 million to Bonatla as a bridging loan during 2007.
Bonatla was liable for both interest and a fee of R3
million, of which R1.5 million was to be paid in
advance. Subsequent to the payment of the fee by
Bonatla, to date no amount has
been paid to Bonatla in terms of the loan agreement.
Bonatla is consequently suing The Trust for the return
of the
R1.5 million due to non-performance by The Trust. The
court case has been set for October 2009.
The attorneys of Bonatla are confident of
a favourable conclusion to this matter.
There has been no change in the status of the above
contingent liabilities since 31 December 2008 to the
date of this report.
17 Future
prospects
Because of the delayed approval of the circular and the
transfer of the related properties, the income from the
acquisitions as per circular issued on the 11 April
2009 and on the 27 July 2009 will only be reflected in
the
last quarter of the financial year and consequently the
group is expected to make a small loss for the year
ended 31 December 2009. The full benefits
of these acquisitions will only be felt in
2010.
18 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, 18 February 2009
24 June 2009, 5 August 2009 and 28 August 2009
repectively, 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.
28 September
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:
-
Sponsors:
Arcay Moela
Sponsors (Pty)
Ltd
Date: 29/09/2009 17:00:01 Produced by the JSE SENS Department.
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