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Thu 26 Apr 2012, 18:38 BNT - Bonatla Property Holdings Limited - Provisio
BNT
BNT                                                                             
BNT - Bonatla Property Holdings Limited - Provisional reviewed condensed        
consolidated results for the year ended 31 December 2011                        
BONATLA PROPERTY HOLDINGS LIMITED                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 1996/014533/06)                                            
Share code: BNT    ISIN: ZAE000013694                                           
("Bonatla" or "the company" or "the group")                                     
PROVISIONAL REVIEWED CONDENSED CONSOLIDATED RESULTS                             
FOR THE YEAR ENDED 31 DECEMBER 2011                                             
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION                          
                                   As at              As at                     
31 December 2011   31 December 2010          
                                   12 months          12 months                 
                                   Reviewed           Audited                   
                                   R`000              R`000                     
ASSETS                                                                          
Non-current assets                  402 193            324 629                  
Property, plant and equipment       50 063             24 702                   
Investment property                 195 560            189 810                  
Goodwill                            48 261             3 261                    
Other intangible assets             1 102              1 193                    
Investments                         1 548              -                        
Pre-payments                        55 178             55 663                   
Deposit                             50 481             50 000                   
Current assets                      78 957             62 283                   
Inventory                           487                -                        
Trade and other receivables         76 671             60 546                   
Pre-payments - current portion      582                582                      
Cash and cash equivalents           1 217              1 155                    
Non-current assets held for sale    13 000             40 000                   
Total assets                        494 150            426 912                  
EQUITY AND LIABILITIES                                                          
Equity capital and reserves         383 687            335 880                  
Share capital                       225 840            254 570                  
Shares to be issued                 267 148            190 491                  
Treasury shares                     (17 461)           -                        
Accumulated loss                    (91 840)           (109 181)                
Non-current liabilities             52 270             46 325                   
Borrowings - long term              36 883             36 676                   
Deferred taxation                   15 387             9 649                    
Current liabilities                 58 193             44 707                   
Borrowings - short term             35 044             37 594                   
Trade and other payables            12 676             6 002                    
Bank overdraft                      5 361              -                        
Taxation                            5 112              1 111                    
Total equity and liabilities        494 150            426 912                  
                                   cents              cents                     
Net asset value per share           38,01              50,78                    
Net tangible asset value per share  33,12              50,11                    
Shares in issue (including to be    1 009 331 047      661 377 814              
issued)                                                                         
Diluted asset value per share       29,45              40,24                    
Diluted tangible asset value per    25,66              39,71                    
share                                                                           
Total shares (ordinary and          1 302 914 086      834 648 934              
preference) and including to be                                                 
issued                                                                          
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                        
                                   For the            For the                   
12 months ended    12 months ended           
                                   31 December 2011   31 December 2010          
                                   Reviewed           Audited                   
                                   R`000              R`000                     
Revenue                             40 591             24 266                   
Cost of sales                       (17 224)           (1 734)                  
Gross margin                        23 367             22 532                   
Other income                        17 599             20                       
Operating costs                     (25 151)           (9 968)                  
Goodwill - impairment               (36)               (38 432)                 
Bargain purchase                    16 927             21 840                   
Operating profit/(loss)             32 706             (4 008)                  
Results from operating activities   32 706             (4 008)                  
Investment revenue                  2 803              591                      
Finance charges                     (8 773)            (3 417)                  
Profit/(Loss) before taxation       26 736             (6 834)                  
Taxation                            (9 395)            (514)                    
Profit/(Loss) for the year          17 341             (7 348)                  
Other comprehensive income          -                  -                        
Total comprehensive income/(loss)   17 341             (7 348)                  
for the year                                                                    
                                   cents              cents                     
Earnings per share information                                                  
Earnings/(Loss) per share           2,30               (1,41)                   
Diluted earnings/(Loss) per share   1,75               (1,33)                   
Headline earnings per share         0,06               1,95                     
Diluted headline earnings per       0,05               1,83                     
share                                                                           
Weighted average shares in issue    755 510 792        519 933 830              
for basic and headline                                                          
earnings/loss per share                                                         
Weighted average shares in issue    990 213 427        553 638 623              
for diluted earnings/loss per                                                   
share                                                                           
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                                  
                                   For the 12 months  For the 12 months         
ended              ended                     
                                   31 December        31 December               
                                   2011               2010                      
                                   12 months          12 months                 
Reviewed           Audited                   
                                   R`000              R`000                     
Cash (outflows) from operating      (31 501)           (37 662)                 
activities                                                                      
Cash inflows from investing         27 178             10 882                   
activities                                                                      
Cash (outflows)/inflows from        (976)              27 391                   
financing activities                                                            
Net (decrease)/increase in cash     (5 299)            611                      
and cash equivalents                                                            
Cash and cash equivalents at the    1 155              544                      
beginning of the year                                                           
Cash and cash equivalents at the    (4 144)            1 155                    
end of the year                                                                 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                           
                                         Con-                                   
vertible             Treasury          
                                         prefer-              shares to         
                                Share    share      Share     be repur-         
                                capital  capital    premium   chased            
R`000    R`000      R`000     R`000             
GROUP                                                                           
Balance at 31 December 2009      4 561    287        245 662   -                
Total comprehensive loss for     -        -          -         -                
the year                                                                        
New shares issued (44 107 750)   441      -          3 619     -                
Liability in respect of shares   -        -          -         -                
to be issued - now issued (22                                                   
750 000)                                                                        
Ordinary and preference shares   -        -          -         -                
to be issued                                                                    
Balance at 31 December 2010      5 002    287        249 281   -                
Total comprehensive income for   -        -          -         -                
the year                                                                        
Preference shares converted      -        (287)      (28 443)  -                
Shares issued in 2011            -        -          -         -                
Treasury shares - to be          -        -          -         (17 461)         
repurchased                                                                     
Ordinary and preference shares   -        -          -         -                
to be issued                                                                    
Balance at 31 December 2011      5 002    -          220 838   (17 461)         
                                             Retained                           
                                             earnings/                          
                                Shares       (Accu-                             
to be        mulated                            
                                issued       loss)         Total                
                                R`000        R`000         R`000                
GROUP                                                                           
Balance at 31 December 2009      1 900        (101 833)     150 577             
Total comprehensive loss for     -            (7 348)       (7 348)             
the year                                                                        
New shares issued (44 107 750)   -            -             4 060               
Liability in respect of shares   (1 900)      -             (1 900)             
to be issued - now issued (22                                                   
750 000)                                                                        
Ordinary and preference shares   190 491      -             190 491             
to be issued                                                                    
Balance at 31 December 2010      190 491      (109 181)     335 880             
Total comprehensive income for   -            17 341        17 341              
the year                                                                        
Preference shares converted      -            -             (28 730)            
Shares issued in 2011            -            -             -                   
Treasury shares - to be          -            -             (17 461)            
repurchased                                                                     
Ordinary and preference shares   76 657       -             76 657              
to be issued                                                                    
Balance at 31 December 2011      267 148      (91 840)      383 687             
COMMENTARY                                                                      
1 Basis of preparation                                                          
These reviewed condensed consolidated financial statements have been prepared   
in accordance with South African statements and interpretations of statements   
of Generally Accepted Accounting Practice (AC 500) and presentation and         
disclosure requirements of IAS 34, Interim Financial Reporting, and the         
Companies Act of South Africa. The accounting policies applied in the           
preparation of these reviewed condensed consolidated financial statements are   
consistent with those used in the annual financial statements for the year      
ended 31 December 2010.                                                         
2 Overview                                                                      
Gross revenue                     67% up                                        
Earnings                          336% up                                       
Earnings per share                263% up                                       
Headline profit                   96% down                                      
Headline earnings per share       97% down                                      
Total assets                      16% up                                        
Net assets                        14% up                                        
Net asset value per share         25% down                                      
3 Commentary on results                                                         
The board of directors is very pleased to announce that the group has remained  
profitable and that assets under the group control have increased by 16%. The   
net asset value of the company has increased by 14,2%. However the net asset    
value per share has decreased from 50,78 cents to 38,01 cents due to the        
conversion of the compulsory convertible preference shares.                     
The operating costs have increased significantly due to the following:  the     
purchase of the activated carbon business (CPTECH);  required renovations       
maintenance costs incurred on The Heights in Pretoria;  the operating costs of  
the nine Bluezone Property companies acquired in 2010 are now accounted for a   
full year; and  from the operating cost on the three Bluezone companies         
acquired in June 2011.                                                          
The results for the year ended 31 December 2011 have been reviewed by Nolands   
Inc. and their unmodified review report is available for inspection at the      
company`s registered office.                                                    
4 Segmental analysis                                                            
For management purposes, the group is organised into six major operating        
divisions - Leisure, Industrial, Commercial and Retail, Document Storage, Head  
Office and Manufacturing. The divisions are the basis on which the group        
reports its segment information.                                                
All segment assets are located in South Africa.                                 
No revenue is earned from outside South Africa and no revenues are earned from  
transactions with other operating segments of the same entity. All the revenue  
is earned from external customers.                                              
                                          Assets                                
                                          31 December    31 December            
2011           2010                   
                                          R`000          R`000                  
Segmented assets                                                                
Investment Property - Leisure              55 877         56 245                
Investment Property - Industrial           54 950         94 331                
Investment Property - Commercial and       301 439        245 379               
Retail                                                                          
Document storage                           6 160          5 472                 
Holding company                            20 635         25 485                
Manufacturing                              55 089         -                     
Consolidated                               494 150        426 912               
                                          Liabilities                           
31 December    31 December            
                                          2011           2010                   
                                          R`000          R`000                  
Segmented assets                                                                
Investment Property - Leisure              -              -                     
Investment Property - Industrial           29 103         769                   
Investment Property - Commercial and       33 609         43 553                
Retail                                                                          
Document storage                           764            5                     
Holding company                            34 385         46 705                
Manufacturing                              12 602         -                     
Consolidated                               110 463        91 032                
Manufacturing segment                                                           
Bonatla acquired a 51% interest in the business of CPTECH.                      
The business included net liabilities of R45 000 000 (see note 5) resulting in  
goodwill of R45 000 000. The balance is made of the ex-shareholder loan         
accounts due to profit guarantees.                                              
Investment Property - Industrial                                                
The Prospect Close and the Africard buildings were sold in 2011.                
Investment Property - Commercial and Retail                                     
An additional three buildings were purchased at a fair value of R69 000 000.    
Madeline Street building (R13 million) has been moved to non-current assets     
held for sale.                                                                  
Segment revenues and results by                                                 
reportable segment:                    Year ended        Year ended             
Income statement                       31 December 2011  31 December 2010       
                                      R`000             R`000                   
Revenue:                                                                        
Continuing operations                                                           
Investment Property - Leisure          -                 -                      
Investment Property - Industrial       995               10 242                 
Investment Property - Commercial and   25 598            6 023                  
Retail                                                                          
Document storage                       2 938             48                     
Holding company                        6 286             7 953                  
Manufacturing                          4 774             -                      
From continuing operations             40 591            24 266                 
                              Head                           Commercial         
Segmental results              Office   Leisure   Industrial  and Retail        
Results from operating         (7 520)  47        (3 180)     (13 368)          
activities before items                                                         
detailed below                                                                  
Accounting fees                -        -         18          154               
Assessment rates               -        -         -           -                 
Audit fees                      525     -         -           -                 
Commissions                    -        -         -           88                
Consulting fees                802      131       44          976               
Depreciation                   8        -         88          2                 
Directors` salaries and fees   2 520    -         -           -                 
Forex loss                     -        -         296         -                 
Guarantees                     -        -         -           -                 
Impairment - investments       548      -         -           -                 
Insurances                     8        -         12          235               
JSE compliance costs           1 601    -         -           -                 
Lease payments                 -        582       -           -                 
Legal costs                    3 470    301       -           43                
Pension fund contributions     -        -         -           -                 
Rent                           202      -         -           -                 
Repairs and maintenance        -        22        (75)        -                 
Salaries and wages             206      60        -           -                 
Securities transfer tax        -        -         -           -                 
Secretarial fees               180      -         2           52                
Security costs                 -        29        -           -                 
Travel local                   190      4         -           3                 
Valuation fees                 135      -         -           -                 
Water and electricity          4        -         -           -                 
Results from operating         2 879    1 176     (2 795)     (11 815)          
activities                                                                      
Investment revenue             -        -         -           -                 
Finance charges                -        -         -           -                 
Headline (profit)/loss          -       -         -           -                 
before adjustments                                                              
Fair value adjustment          -        -         -           -                 
Impairment - goodwill          -                  -           -                 
Bargain purchase               -        -         -           -                 
(Profit)/Loss before tax       -        -         -           -                 
Document Manufact-  Total        Total            
Segmental results              Storage  uring      2011         2010            
Results from operating         (1 391)  (13 996)   (39 408)     (23 403)        
activities before items                                                         
detailed below                                                                  
Accounting fees                -        -          172          -               
Assessment rates               -        -          -            502             
Audit fees                     -        -          525          487             
Commissions                    -        -          88           931             
Consulting fees                5        424        2 382        2 703           
Depreciation                   308      -          406          308             
Directors` salaries and fees   398      -          2 918        905             
Forex loss                     -        -          296          -               
Guarantees                     -        168        168          -               
Impairment - investments       -        -          548          -               
Insurances                     37       453        745          -               
JSE compliance costs           -        -          1 601        724             
Lease payments                 18       -          600          583             
Legal costs                    12       92         3 918        861             
Pension fund contributions              703        703          -               
Rent                           222      -          424          -               
Repairs and maintenance        3        1 616      1 566        -               
Salaries and wages             718      4 723      5 707        -               
Securities transfer tax        7        -          7            581             
Secretarial fees               2        -          236          -               
Security costs                 4        155        188          420             
Travel local                   7        32         236          291             
Valuation fees                 -        -          135          -               
Water and electricity          20       -          24           623             
Results from operating         370      (5 630)    (15 815)     (13 484)        
activities                                                                      
Investment revenue             -        -          (2 803)      (591)           
Finance charges                -        -          8 773        3 417           
Headline (profit)/loss         -        -          (9 845)      (10 658)        
before adjustments                                                              
Fair value adjustment          -        -          -            900             
Impairment - goodwill          -        -          36           38 432          
Bargain purchase                        -          (16 927)     (21 840)        
(Profit)/Loss before tax       -        -          (26 736)     6 834           
5 Business combinations - Bluezone acquisitions                                 
The consolidated results were prepared in terms of IFRS 3, Business             
Combinations. Consequently, the consolidated results for the year ended 31      
December 2011 include the trading results of the last three Bluezone Property   
companies since the effective date, as well as the trading results of the       
group for the entire period under review.                                       
Bonatla took effective control of the last three Bluezone Property companies    
as from 17 June 2011, being the effective date; 100% of the voting equity       
interests were acquired in respect of the last three acquisitions.              
These acquisitions were made in order to expand the rental-earning asset base.  
Bonatla acquired a 51% shareholding in the CPTECH business on 1 January 2011.   
This business has great potential and will contribute greatly to the results    
in 2012 and thereafter. The plant, situated in Estcourt, is the only plant of   
its kind in Southern Africa and the world-wide supply of activated carbon       
cannot keep up with the demand.                                                 
The overseas supplier of the activator has guaranteed to take all the plant`s   
production at favourable prices for the next five years. All the Intellectual   
property, required to operate the activator, has been passed onto the existing  
staff at Estcourt.                                                              
                                        Fair value of                           
                             Fair       other assets      Fair value            
value of   and liabilities   purchase              
                             property   acquired          consideration         
                             R`000      R`000             R`000                 
- Austin Crossing             6 000      (110)             4 175                
Properties (Pty) Limited                                                        
- Tropical Paradise Trading   50 000     3 134             37 922               
334 (Pty) Limited                                                               
(Flextronics building)                                                          
- Madeline Street             13 000     (1 691)           11 345               
Properties (Pty) Limited                                                        
                             69 000     1 333             53 442                
Reflected as:                                                                   
Impairment - goodwill                                                           
Bargain purchase - per                                                          
statement of comprehensive                                                      
income                                                                          
Total                                                                           
Shares to be issued                                        85 000               
Cash to be paid                                            30                   
Total acquisition price                                    85 030               
Add: Additional cost of                                    5 584                
acquisitions                                                                    
Total cost                                                 90 614               
Less: Fair value - purchase                                (53 442)             
consideration                                                                   
Reduction in fair value of                                 37 172               
shares to be issued                                                             
- CPTECH business             -          (45 000)          -                    

The minority shareholders                                                       
have guaranteed that this                                                       
business will not make any                                                      
losses during 2011.                                                             
                                                                                
Reflected as:                                                                   
Goodwill arising on                                                             
consolidation                                                                   
                                                      (Profit)/                 
                             (Bargain                 Loss                      
                             purchase)/               after tax                 
Goodwill                 six months                
                             R`000                    R`000                     
- Austin Crossing             (1 715)                  (114)                    
Properties (Pty) Limited                                                        
- Tropical Paradise Trading   (15 212)                 (1 276)                  
334 (Pty) Limited                                                               
(Flextronics building)                                                          
- Madeline Street             36                       (399)                    
Properties (Pty) Limited                                                        
                             (16 891)                 (1 789)                   
Reflected as:                                                                   
Impairment - goodwill         36                                                
Bargain purchase - per        (16 927)                                          
statement of comprehensive                                                      
income                                                                          
Total                         (16 891)                                          
Shares to be issued                                                             
Cash to be paid                                                                 
Total acquisition price                                                         
Add: Additional cost of                                                         
acquisitions                                                                    
Total cost                                                                      
Less: Fair value - purchase                                                     
consideration                                                                   
Reduction in fair value of                                                      
shares to be issued                                                             
- CPTECH business             (45 000)                 -                        
                                                                                
The minority shareholders                                                       
have guaranteed that this                                                       
business will not make any                                                      
losses during 2011.                                                             

Reflected as:                                                                   
Goodwill arising on           45 000                                            
consolidation                                                                   
The bargain purchase of R15,212 million arose on the acquisition of the         
Flextronics building due to the value of the shares (to be given to the         
sellers) being fairly valued downwards.                                         
The same applies to the bargain purchase of R1 715 000 for the acquisition of   
Austin Crossing.                                                                
Assets and liabilities                                                          
                                    Trade                    Trade              
                                    and other                and other          
Cash      receivables Inventory    payables           
                          R`000     R`000       R`000        R`000              
- Austin Crossing          48        2 547       -            (2 614)           
Properties (Pty) Limited                                                        
- Tropical Paradise        169       5 777       -            (5 052)           
Trading 334 (Pty)                                                               
Limited (Flextronics                                                            
building)                                                                       
- Madeline Street          5         2 987       -            (3 099)           
Properties (Pty) Limited                                                        
                          222       11 311      -            (10 765)           
- CPTECH business          (3 241)   1 775       506          (31 859)          
Cash paid                  -                                                    
Cash received              222                                                  
Overdraft                  (3 241)                                              
Net overdraft              (3 019)                                              

                          Deferred     Long-term                                
                          tax          liabilities        Total                 
                          R`000        R`000              R`000                 
- Austin Crossing          (91)         -                  (110)                
Properties (Pty) Limited                                                        
- Tropical Paradise        2 240        -                  3 134                
Trading 334 (Pty)                                                               
Limited (Flextronics                                                            
building)                                                                       
- Madeline Street          (1 584)      -                  (1 691)              
Properties (Pty) Limited                                                        
565          -                  1 333                 
- CPTECH business          (1 848)      (10 333)           (45 000)             
Cash paid                                                                       
Cash received                                                                   
Overdraft                                                                       
Net overdraft                                                                   
The purchase price for the acquisition of the last three Bluezone companies     
was agreed upon in October 2009, based on a 10% yield. Subsequently, Bluezone   
Investments (Pty) Limited was placed in liquidation and a number of tenants     
did not renew their leases while the property maintenance and administration    
declined. This resulted in a decrease in the value of some of the buildings.    
These business combinations were accounted for by applying the acquisition      
method in which the assets acquired and the liabilities assumed were done at    
fair value.                                                                     
Disposal of Africard and Prospect Close buildings and the shares and claims in  
Copper Moon Trading 249 (Pty) Limited (Celtis Plaza building)                   
(Profit)           
                                                             after              
                                                   (Profit)  tax for            
                           Value    Consideration  on sale   nine months        
R`000    R`000          R`000     R`000              
Building/Company                                                                
Africard building sold on   18 000   18 000         -         -                 
7 June 2011 to Globus                                                           
Investments (Pty) Limited                                                       
Prospect Close building     22 000   22 000         -         -                 
sold on 6 March 2011 to                                                         
Globus Investments (Pty)                                                        
Limited                                                                         
Copper Moon Trading 249     16 993   17 461         (468)     (440)             
(Pty) Limited sold on 30                                                        
September 2011 to Globus                                                        
Investments (Pty) Limited                                                       
                                      31 December 2011  31 December 2010        
                                      R`000             R`000                   
6 Property, plant and equipment        50 063            24 702                 
The value of the land and buildings                                             
(R20 750 000), included in the figure                                           
of R189 810 (Investment property) in                                            
2010 has been transferred to                                                    
property, plant and equipment as                                                
Bonatla owns the CPTECH business.                                               
                                                                                
The balance of the increase is mainly                                           
due to the acquisition of an                                                    
activator which started operating in                                            
April 2012. The activator forms part                                            
of the plant and equipment which is                                             
rented to the CPTECH business to                                                
produce activated carbon.                                                       
                                                                                
The group intends to order two more                                             
activators but have, as yet, not                                                
finalised any agreements or                                                     
commitments.                                                                    
7 Investment property                  195 560           189 810                
Increase is due to the acquisition of                                           
the last three Bluezone Property                                                
companies (R69 000 000), less the                                               
disposal of the Africard(R18 000 000)                                           
and Prospect Close (R22 000 000)                                                
buildings and the company, which                                                
housed the Celtis Plaza building (R17                                           
461 000).See note 6 above for the                                               
transfer to property, plant and                                                 
equipment.                                                                      
                                                                                
8 Goodwill                             48 261            3 261                  
The increase is due to the purchase                                             
of 51% in the business of CPTECH.                                               
                                                                                
The goodwill has not been impaired as                                           
the directors are of the opinion that                                           
the discounted value of the free cash                                           
flow generated from this business                                               
over the next five years will far                                               
exceed the value of the goodwill.                                               
                                                                                
9 Investments                          1 548             -                      
These investments were part of the                                              
acquisition of the last three                                                   
Bluezone Property companies. These                                              
investments were impaired by R547                                               
856.                                                                            

10 Pre-payments                        55 178            55 663                 
Pre-payments relates to the two                                                 
ninety-nine-year leases entered into                                            
in 2007. These are being amortised                                              
over the life of the lease.                                                     
                                                                                
11 Deposit                             50 481            50 000                 
Non-refundable deposit paid in                                                  
respect of the VLC acquisition. The                                             
Environmental Impact Assessment (EIA)                                           
still has not been finalised. The                                               
deposit was given to ensure that the                                            
Durban Point transaction should                                                 
proceed.                                                                        
                                                                                
The directors are of the opinion that                                           
no impairment is required as the                                                
transaction will proceed on the                                                 
finalisation of the EIA.                                                        

The court case is expected to be                                                
finalised during the latter part of                                             
2012.                                                                           

The balance of R481 000 is due to six                                           
months` rates having to be paid in                                              
respect of a clearance being obtained                                           
for the transfer of the Africard                                                
building.                                                                       
                                                                                
12 Trade and other receivables         76 671            60 546                 
Due by Bluezone Property Holding       57 205            40 633                 
companies:                                                                      
                                                                                
A sufficient number of shares, to be                                            
issued to the Holding companies, will                                           
be held as security.                                                            
                                                                                
Amounts owing, secured in terms of     11 398            15 720                 
agreements:                                                                     
Others - not secured                   8 068             4 193                  
                                                                                
The directors are of the opinion that                                           
no impairment is required.                                                      
                                                                                
The increase in the amounts owing by                                            
the Bluezone Property Holding                                                   
companies arises mainly due to the                                              
Section 311 costs (of the last three                                            
Bluezone companies) incurred by                                                 
Bonatla and passed onto these Holding                                           
companies.                                                                      
                                                                                
13 Pre-payments - current portion      582               582                    
The two ninety-nine-year leases are                                             
amortised over the life of the leases                                           
and the R582 000 represents the                                                 
current portion that will be                                                    
amortised in the next 12 months.                                                

14 Non-current assets held for sale    13 000            40 000                 
The Africard and Prospect Close                                                 
buildings (R40 000) were disposed                                               
ofin 2011. The directors of Bonatla                                             
have decided to sell the Madeline                                               
Street building in 2012.                                                        
                                                                                
The proceeds from the sale will be                                              
used to settle debt owing, which                                                
arose on the settlement of the                                                  
Section 311 costs relating to the                                               
acquisition of the last thee Bluezone                                           
Property companies.                                                             
                                                                                
15 Cash and cash equivalents           (4 144)           1 155                  
Bank balances                           1 217            1 155                  
Bank overdraft                         (5 361)           -                      
16 Share capital                       Share capital     Number of shares       
                                      and share                                 
premium                                   
                                      `000                                      
Reconciliation                                                                  
Shares issued - 31 December 2010       254 570           500 209 728            
Less: Conversion of preference shares  (28 730)                                 
Total per balance sheet                225 840                                  
Shares to be issued                                                             
Ordinary - Bluezone acquisition        756               75 606 234             
Ordinary - settle liabilities          840               84 000 000             
Ordinary - conversion of preference    3 495             349 515 085            
shares                                                                          
Total number of ordinary shares in                       1 009 331 047          
issue (and to be issued)                                                        
Preference - Bluezone acquisition      2 936             293 583 039            
Share premium - ordinary and           296 293                                  
preference                                                                      
Total                                  304 320           1 302 914 086          
Less: Fair value of shares to be       (37 172)                                 
issued                                                                          
Per balance sheet                      267 148                                  
Weighted average shares in issue for                     755 510 792            
basic and headline earnings/(loss)                                              
per share                                                                       
Weighted average shares in issue for                     990 606 632            
diluted basic and headline                                                      
earnings/(loss) per share                                                       
17 Treasury shares                     17 461            -                      
These Bonatla shares were repurchased                                           
by Bonatla as consideration for the                                             
sale of the company (which housed the                                           
Celtis Plaza building) Copper Moon                                              
Trading 249 (Pty) Limited.                                                      

18 Borrowings - long term and short    71 927            74 270                 
term                                                                            
1 Bonds                                16 981            32 114                 
2 Loan                                 32 019            30 174                 
3 Others                               22 927            11 982                 
                                                                                
(1) Four of the 9 Bluezone Properties                                           
companies were acquired with existing                                           
bonds.                                                                          
                                                                                
One of these four companies was sold                                            
in 2011 (bond value was R12,7                                                   
million).                                                                       
                                                                                
(2) The R30,174 million (Section 311                                            
costs for the first nine Bluezone                                               
companies) was repaid from the                                                  
proceeds of the sale of the Africard                                            
and Prospect Close buildings.                                                   

Erven 627 and 628 Estcourt (Pty)                                                
Limited raised R19,795 million to                                               
fund its working capital and various                                            
items of plant and equipment. R12,22                                            
million was raised to pay for the                                               
Section 311 costs for the last three                                            
Bluezone companies.                                                             

(3) Loans of R6,3 million were raised                                           
to finance the working capital of the                                           
CPTECH business acquired from 1                                                 
January 2011. This business, on                                                 
acquisition date, had loans of R3,4                                             
million.                                                                        
                                                                                
(4) The related party has agreed to                                             
waiver the interest charge in 2011                                              
but will resume in 2012.                                                        
                                                                                
(5) Interest rates charge vary from                                             
prime to 30%. In order to secure                                                
finance required for the Section 311                                            
costs and to take control of the last                                           
three Bluezone Property companies,                                              
Bonatla could only secure this                                                  
finance at a large premium.                                                     
                                                                                
19 Deferred taxation                   15 387            9 649                  
R9,576 million - on the acquisition                                             
of the nine Bluezone companies -                                                
2010.                                                                           
R5,06 million - on the acquisition of                                           
the three Bluezone companies - 2011.                                            
R6,203 million - Due to timing                                                  
differences between the depreciation                                            
and the wear and tear claimed in 2011                                           
and the revaluation of the land and                                             
buildings situated in Estcourt.                                                 
20 Trade and other payables            12 676            6 002                  
The increase relates mainly to the                                              
suppliers of the CPTECH business and                                            
rental pre-payments.                                                            
                                                                                
Trade suppliers are normally settled                                            
within 60 days from date of                                                     
statement, unless other terms have                                              
been agreed upon.                                                               

21 Operating profit/(loss)             28 445            (4 008)                
The operating profit, after adjusting                                           
for fair value adjustments,                                                     
impairments and the bargain purchase,                                           
resulted in an operating profit of                                              
R15,815 million. Rental and other                                               
income increased substantially due to                                           
rentals received for the full year in                                           
2011 (two months 2010) for the first                                            
nine Bluezone companies. Likewise,                                              
the 2011 figures include six months                                             
of rental income for the last three                                             
Bluezone companies (2010: nil).                                                 
                                                                                
The document storage company incurred                                           
a loss of R370 000 and the CPTECH                                               
business contributed R5,630 million                                             
towards the adjusted operating profit                                           
of R15,815 million.                                                             

22 Finance charges                     8 773             3 417                  
Charged by related parties             -                 2 176                  
Bond finance charges                   2 420             1 080                  
On loans raised to pay for             2 437                                    
acquisition costs                                                               
Penalty interest on R35 million        1 500                                    
borrowing in 2007                                                               
Finance charges - instalment sales     180                                      
On term loan                           1 430                                    
Others                                 806               161                    
Total                                  8 773             3 417                  

23 Taxation                            9 395             514                    
Normal tax                             3 787             1 288                  
Deferred tax                           5 608             (774)                  

Normal taxation has increased due to                                            
the contribution of the 12 Bluezone                                             
companies to the overall group                                                  
profit.                                                                         
                                                                                
Deferred taxation has substantially                                             
increased due to the timing                                                     
differences existing between the                                                
depreciation and the wear and tear                                              
claimed and the revaluation of the                                              
property in the investment property                                             
company which owns the plant and                                                
equipment rented to the CPTECH                                                  
business.                                                                       
                                                                                
24 Reconciliation of headline                                                   
profit/(loss)                                                                   
Profit/(Loss) after taxation           17 341            (7 348)                
Investment property revaluation        -                 900                    
Goodwill - impairment                  36                38 432                 
Bargain purchase                       (16 927)          (21 840)               
Headline profit                        450               10 144                 
Earnings per share information                                                  
Earnings/(Loss) per share              2,30              (1,41)                 
Diluted earnings/(loss) per share      1,75              (1,33)                 
Headline earnings per share            0,06              1,95                   
Diluted headline earnings per share    0,05              1,83                   
Weighted average shares in issue for   755 510 792       519 933 830            
basic and headline earnings/(loss)                                              
per share                                                                       
Weighted average shares in issue for   990 606 632       553 638 623            
diluted basic and headline                                                      
earnings/(loss) per share                                                       
                                                                                
25 Related parties                                                              
The immediate parent and ultimate                                               
controlling party of the group is                                               
Bonatla Property Holdings Limited                                               
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                 
year
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