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JSE BK1P
BK1P
BK1P - BK One Limited - Audited annual financial results for the period ended 29
February 2012.
BK One Limited
(Incorporated in the Republic of South Africa)
(Registration Number 2011/008103/06)
JSE Share Code BK1P
ISDN: ZAE000161352
("BK" or the "Company")
Audited annual financial results for the period ended 29 February 2012.
Commentary
This is a relatively short reporting period of less than three months as the
Company only recently listed on 8 December 2011.
The Company is unique in that it is geared towards generating a return for
preference shareholders, with ordinary shareholders only being rewarded with a
performance participation in excess of a pre-determined hurdle rate. Accordingly
the Company will publish earnings per share attributable to both classes of
shares.
BK`s net asset value per preference share has increased from R10,00 at listing
to R11.27 per share as at 29 February 2012. This represents a healthy increase
in the value of the preference share.
BK`s retained earnings for the period of R28,7m is all attributable to
preference shareholders. This has resulted in earnings per share of R1.43 for
the period.
BK performs independent quarterly valuations of its investments. The last
quarterly report valued the assets on a fair value basis at R231,2m. This is
slightly higher than the audited fair value net asset value of R226,5m.
After listing, three investments were made: R35m into Tor Holdings (a road and
oil infrastructure business), R63.8m into Avalloy (a super-alloy manufacturing
business) and R63.9m into Pure Ocean Aquaculture. The remaining capital is being
held in short and medium dated cash instruments that provide preferential
interest rates.
We will continue to issue quarterly reports containing independent valuations.
We remain committed to disclosing more information as these companies grow out
of their early development stage.
BK will be raising additional capital over the next few months. Capital raised
will be deployed in a mixture of new opportunities and increasing the
investments in the current portfolio. Details are contained in the annual report
and are subject to preference shareholder approval.
The notice of the Preference Shareholder Meeting and the Annual General Meeting
will be sent on 7 June 2012.
No dividends have been declared or paid.
D. Richards
Executive Director
Cape Town
31 May 2012
Directors: P. Ncetezo (Chairperson), H.van Noort, P. Gaylard, J.Sieff
Registered Office:
8 Briffant Street
Chantecler
Durbanville
7550
South Africa
Company Secretary: SecCorp Secretarial Services (Pty) Ltd
Sponsor: Nedbank Capital
Auditors: Grant Thornton Cape Incorporated
STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED 29 FEBRUARY 2012
Notes 2012
R
ASSETS
Non-current assets
Investments 1 94,247,870
Loans 1 138,657,085
Total non-current assets 232,904,955
Total current assets 1,278,078
TOTAL ASSETS 234,183,033
EQUITY AND LIABILITIES
Equity and reserves
Share capital 2 200
Retained earnings 28,709,459
Total equity and reserves 28,709,459
Non-current liabilities
Preference shares 3 197,799,790
Deferred tax 6,866,453
Total non-current liabilities 204,666,243
Total current liabilities 807,131
TOTAL EQUITY AND LIABILITIES 234,183,033
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 29 FEBRUARY 2012
Notes 11 months ended 29
February 2012
R
Revenue 4,992,021
Fair value 34,046,192
adjustment on
investments
Operating -3,462,301
expenses
Profit before 35,575,912
finance costs
Finance costs 0
Profit before 35,575,912
taxation
Taxation -6,866,453
Profit for the 28,709,459
period
Other 0
comprehensive
income
Total 28,709,459
comprehensive
profit for the
period, net of
tax
Profit for the
period
attributable
to:
Ordinary 0
shareholders
Preference 28,709,459
shareholders
28,709,459
Total comprehensive profit
attributable to:
Ordinary 0
shareholders
Preference 28,709,459
shareholders
28,709,459
Earnings and headline earnings per share and the corresponding diluted
earnings and diluted headline earnings per share are identical as no
adjustments are required, and are therefore calculated as follows:
Earnings Ordinary Preference Total
attributable shareholder shareholder
to: s s
Earnings per 0 1,43 1.43
share (Rand)
Share capital Retained Total
earnings
Opening balance 0 0 0
Changes in equity
Ordinary shares 200 0 200
issued
Total 0 28,709,459 28,709,459
comprehensive
profit for the
period
Total recognised 200 28,709,459 28,709,659
income and expense
Balance at 29 February 200 28,709,459 28,709,659
2012
STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 29 FEBRUARY 2012
Notes 11 months
ended 29
February 2012
R
Cash flows from operating
activities
Cash absorbed by operations -2,655,170
Net cash from operating -2,655,170
activities
Cash flows from investing
activities
Investments made -52,168,813
Net cash from investing -52,168,813
activities
Cash flows from financing
activities
Share capital raised 200
Capital raised - preference 197,799,790
shares (net of capital raising
fees)
Borrowings - advanced -143,697,929
Borrowings - repaid 2,000,000
Net cash from financing 56,102,061
activities
Total cash movement for the 1,278,078
period
Cash and cash equivalents at 0
the beginning of the period
Total cash and cash 1,278,078
equivalents at the end of the
period
Notes:
1 INVESTMENTS AND LOANS
Reconciliation of fair value investments and loans:
Initial Fair value Partial Interest Closing
investment adjustment conversio received balance
n of loan
to
investmen
t
Unlisted 52,168,788 5,131,912 6,557,455 1,475,41 65,333,565
preference 0
shares and
options -
Avalloy
Unlisted 7 20,633,006 0 0 20,633,013
equity
shares -
Pure Ocean
Unlisted 18 8,281,274 0 0 8,281,292
equity
shares -
Tor
52,168,813 34,046,192 6,557,455 1,475,41 94,247,870
0
Initial Loan payments Partial Interest Closing
investment received conversio received balance
n of loan
to
investmen
t
Loan - 11,361,688 - 309,395 5,113,628
Avalloy 6,557,455
Loan - Pure 6,000,000 130,192 6,130,192
Ocean
Aquaculture
Loan - Pure 56,415,233 1,463,67 57,878,904
Ocean East 1
London
Loan - Tor 35,000,000 731,071 35,731,071
Holdings
Loan - 34,921,008 -2,000,000 882,282 33,803,290
CCRTT
Total 52,168,813 -2,000,000 - 3,516,61 138,657,085
6,557,455 1
2 SHARE CAPITAL
Authorised
1 000 ordinary shares 1,000
Issued
200 ordinary shares at R1 each 200
The shares were issued on 12 April 2011 and there has been no
subsequent change in ordinary shares issued.
Ordinary shareholders only participate in earnings per share above an
annualised hurdle rate of 20% after 10 years.
3 PREFERENCE SHARES
Redeemable preference shares - 201,020,000
capital raised
Fees associated with listing -3,220,210
197,799,790
Earnings attributable to preference 28,709,459
shares
226,509,249
Attributable value of the preference
shares
The shares were issued in the current period and there has been no
subsequent change in preference shares issued.
4 EARNINGS PER SHARE
Earnings and headline earnings per share and the corresponding
diluted earnings and diluted headline earnings per share are
identical as no adjustments are required, and are therefore
calculated as follows:
Earnings attributable to: Ordinary Preference Total
shareholders shareholders
Earnings 0 28,709,459 28,709,459
Number of shares issued 200 20,102,000
Earnings per share (Rand) 0 1,43 1.43
5 EVENTS AFTER THE END OF THE REPORTING PERIOD
Subsequent to 29 February 2012, the Board has confirmed its intention to
raise further capital. This will be approved by a special resolution at the
General Meeting of preference shareholders to be held on 5 July 2012, which
notice of general meeting will be sent to shareholders in due course.
A further loan of R2.3m was loaned to Pure Ocean in March 2012.
6 COMPLIANCE
a Statement of compliance
The financial statements have been prepared on a going concern basis
for an 11 month period as the Company was only incorporated in April
2011. No comparative information is therefore presented. The condensed
consolidated financial information has been prepared in accordance
with IAS 34 - Interim Financial Reporting, and is based on the audited
financial statements of the Company for the period ended 29 February
2012, which have been prepared in accordance with International
Financial Reporting Standards ("IFRS"), the AC 500 series of
interpretations, the Listings Requirements of the JSE Limited, and the
Companies Act of South Africa. The condensed financial statements have
been audited by the Company`s independent auditors, Grant Thornton
Cape Incorporated, whose report is available for inspection at the
registered office of the Company and are the responsibility of the
directors of the Company. The auditors, Grant Thornton Cape
Incorporated, have issued an unqualified audit opinion.
b Basis of preparation
The financial statements have been prepared on the historical cost
basis, as amended for the fair valuation of investments and
incorporate the principal accounting policies set out below. The
audited financial results for the period ended 29 February 2012 have
been prepared in accordance with the company`s accounting policies. No
new standards, interpretations or amendments thereto have been adopted
in the current year. The annual financial statements were prepared
independently by Glynnis Carthy CA(SA), who is an independent
accounting professional appointed by the Company.
7 SEGMENT REPORTING
BK One is an investment company with investments in certain industries with
differing risk profiles. The information reported to the chief decision
maker for the purposes of resource allocation and assessment of segment
performance is provided per investment, which is currently per industry.
The reportable segments under IFRS 8 are therefore noted below. The only
transactions that affect BK One are the fair value adjustments and interest
which are:
Investment received Industry Fair value Interest
adjustment
Pure Ocean Aquaculture 20,633,006 1,593,863
Aquaculture
Avalloy Superalloys 5,131,912 309,395
Tor Construction 8,281,274 731,071
There is no inter-segment trading.
Date: 31/05/2012 17:00:01 Produced by the JSE SENS Department.
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