| Thu 17 Nov 2005, 7:05 | | Bonatla - Unqualified Audited Results For The Year |
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Bonatla - Unqualified Audited Results For The Year Ended 30 September 2004 And
Further Cautionary Announcement
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")
UNQUALIFIED AUDITED RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2004
AND FURTHER CAUTIONARY ANNOUNCEMENT
BALANCE SHEET AT 30 SEPTEMBER 2004
Group
2004 2003
R"000 R"000
ASSETS
Current assets 13,740 563,488
Investment properties 6,000 549,519
Investment in subsidiaries - -
Investments 2,495 8,528
Trade and other receivables 413 4,149
Short term loans 656 589
Cash and cash equivalents 4,176 703
Total assets 13,740 563,488
EQUITY AND LIABILITIES
Equity capital and reserves (9,937) 126,064
Share capital and premium 56,196 148,870
Debentures - 8,000
Accumulated loss (66,133) (30,806)
Current liabilities 23,677 437,424
Debentures - 2,469
Deferred tax - 26
Interest bearing borrowings 2,274 401,587
Interest rate swap liability 16,356 14,573
Taxation 1,814 1,583
Trade and other payables 3,233 12,933
Bank overdraft 4,253 -
Total equity and liabilities 13,740 563,488
Company
2004 2003
R"000 R"000
ASSETS
Current assets 19,189 106,772
Investment properties - -
Investment in subsidiaries 19,189 106,744
Investments - -
Trade and other receivables - 28
Short term loans - -
Cash and cash equivalents - -
Total assets 19,189 106,772
EQUITY AND LIABILITIES
Equity capital and reserves 19,090 104,280
Share capital and premium 56,196 148,870
Debentures - 8,000
Accumulated loss (37,106) (52,590)
Current liabilities 99 2,492
Debentures - 2,469
Deferred tax - -
Interest bearing borrowings - -
Interest rate swap liability - -
Taxation 14 -
Trade and other payables 85 23
Bank overdraft -
Total equity and liabilities 19,189 106,772
CASH FLOW STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2004
Group
2004 2003
R"000 R"000
CASH FLOWS FROM
OPERATING ACTIVITIES (24,107) (4,879)
Cash (absorbed by)/
generated from operations (3,871) 66,398
Interest received 1,480 741
Interest paid (21,926) (69,772)
Dividends paid - (7)
Normal taxation
refunded/(paid) 210 (2,239)
CASH FLOWS FROM
INVESTING ACTIVITIES 534,190 68,318
Purchase of tangible
assets - additions - (591)
Proceeds on disposal of
investment properties 544,519 68,909
Additions to listed investments (18,192) -
Decrease/(increase) in
investments 7,863 -
CASH FLOWS FROM FINANCING
ACTIVITIES (502,357) (64,648)
Cancellation of undertaking
to issue shares. - (3,178)
Issue of shares - 500
Return of capital to
shareholders (92,674) -
Redemption of debentures (10,370) (4,498)
Payment of interest bearing
borrowings (399,313) (57,472)
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS 7,726 (1,209)
Cash and cash equivalents
at beginning of year (3,550) (2,341)
Cash and cash equivalents
at end of year 4,176 (3,550)
Company
2004 2003
R"000 R"000
CASH FLOWS FROM
OPERATING ACTIVITIES 90 (1,087)
Cash (absorbed by)/
generated from operations 90 (358)
Interest received - -
Interest paid - (722)
Dividends paid - (7)
Normal taxation
refunded/(paid) - -
CASH FLOWS FROM
INVESTING ACTIVITIES 102,954 8,157
Purchase of tangible
assets - additions - -
Proceeds on disposal of
investment properties - -
Additions to listed investments
Decrease/(increase) in
investments 102,954 8,157
CASH FLOWS FROM FINANCING
ACTIVITIES (103,044) (7,070)
Cancellation of undertaking
to issue shares. - (3,178)
Issue of shares - 500
Return of capital to
shareholders (92,674) -
Redemption of debentures (10,370) -
Payment of interest bearing
borrowings - (4,392)
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS - -
Cash and cash equivalents
at beginning of year - -
Cash and cash equivalents
at end of year - -
INCOME STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2004
Group Company
2004 2003 2004 2003
R"000 R"000 R"000 R"000
Turnover 27,663 117,721 - -
Operating costs (23,604) (43,563) - (223)
Operating profit/(loss) 4,059 74,158 - (223)
Fair value adjustment of
investment properties 1,000 (12,711) - -
Reversal of impairment/
(impairment) of interest
in subsidiaries - - 15,399 (51,620)
Management contract
cancellation fee - (8,000) - -
Results from
operating activities 5,059 53,447 15,399 (51,843)
Interest received 1,480 741 -
Finance charges (21,926) (69,772) - (722)
Loss on disposal of
investment properties (1,326) - - -
Profit on redemption
of debentures 99 - 99 -
Fair value
adjustment of listed and
unlisted investments (16,721) - - -
Fair value adjustment of
interest rate swap (1,782) (14,574) - -
(Loss)/Profit before taxation (35,117) (30,158) 15,498 (52,565)
Taxation (210) (10,852) (14) -
(Loss)/Profit after taxation (35,327) (41,010) 15,484 (52,565)
Reconciliation of earnings cents cents
Loss per share (19.06) (22.00)
Loss per income statement (35,327) (41,010)
Weighted average
number of shares 185,347 186,811
Headline loss per share (18.73) (16.69)
Reconciliation between loss and
headline loss:
Loss per income statement (35,327) (41,010)
Adjusted for:
- Fair value adjustment
to investment
propeties (1,000) 8,898
- Fair value
adjustment of other
financial assets 369 930
- Loss on disposal of
investment properties 1,326 -
- Profit on redemption
of debentures (84) -
Headline loss (34,716) (31,182)
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2004
Share Share Shares to
capital premium be issued
R"000 R"000 R"000
GROUP
Balance at
1 October 2002 1,851 146,519 3,178
Recovery of amounts
previously expensed - - (2,678)
Issue of shares 2 498 (500)
Net loss for year - - -
Balance at 30 September 2003 1,853 147,017 -
Redemption of debentures - - -
Return of capital
to shareholders - (92,674) -
Net loss for year - - -
Balance at 30 September 2004 1,853 54,343 -
COMPANY
Balance at 1 October 2002 1,851 146,519 3,178
Recovery of amounts
previously expensed - - (2,678)
Issue of shares 2 498 (500)
Net loss for year - - -
Balance at 30 September 2003 1,853 147,017 -
Redemption of debentures - - -
Return of capital
to shareholders - (92,674) -
Net profit for year
Balance at 30 September 2004 1,853 54,343 -
Convertible Retained earnings/
debentures (Accumulated loss) Total
R"000 R"000 R"000
GROUP
Balance at
1 October 2002 8,000 10,204 169,752
Recovery of amounts
previously expensed - - (2,678)
Issue of shares - - -
Net loss for year - (41,010) (41,010)
Balance at 30 September 2003 8,000 (30,806) 126,064
Redemption of debentures (8,000) - (8,000)
Return of capital
to shareholders - - (92,674)
Net loss for year - (35,327) (35,327)
Balance at 30 September 2004 - (66,133) (9,937)
COMPANY
Balance at 1 October 2002 8,000 (25) 159,523
Recovery of amounts
previously expensed - - (2,678)
Issue of shares - - -
Net loss for year - (52,565) (52,565)
Balance at 30 September 2003 8,000 (52,590) 104,280
Redemption of debentures (8,000) - (8,000)
Return of capital
to shareholders - - (92,674)
Net profit for year 15,484 15,484
Balance at 30 September 2004 - (37,106) 19,090
NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2004
The attached financial results were prepared in accordance with the South
African Statement of Generally Accepted Accounting Practice and the South
African Companies Act, 1973.
The accounting policies are consistent with those used in the annual financial
statements for the year ended 30 September 2003.
Operations
The operational results of 2004 financial year are not comparable in any aspect
with the previous financial year. The profit of R5 059 000 as recorded reflects
the disposal of the entire property portfolio.
The loss after taxation of R35 117 000 is mainly due to the following items:
a. A loss on disposal of investment properties of R1 326 000.
b. fair value adjustment of listed and unlisted investments of R16 721 000.
c. A fair value of the interest rate swap of R1 782 000.
d. Finance charges of R21 926 000.
MANAGEMENT
Primo Property Managers (Pty) Ltd were responsible in respect of the management
of the Alpina/Ixia properties and RMB Property Managers (Pty) Ltd in respect of
the sale to Momentum Property Investments (Pty) Ltd
TRANSFER OF THE PROPERTIES AND RETURN OF CAPITAL
On 15 August 2003 the shareholders of Bonatla approved the sale of the entire
property portfolio to Momentum Property Investments (Pty) Ltd, Ixia Trading
532 (Pty) Ltd, VKV Properties (Pty) Ltd, Whirlprops (36) (Pty) Ltd and Catalyst
Property Asset Managers (Pty) Ltd.
At balance sheet date the entire portfolio had been transferred to the various
purchasers and a return of capital of R95.2 million or 50 cents per share was
made to the shareholders on 16 February 2004.At balance sheet date the only
investment property left in Bonatla was Stand 206 Vanderbijlpark which was
revalued from book to market value at R6 million as it is required by AC 133.
The purchase price of 13 properties sold to Ixia Trading 532 (Pty) Ltd was
discharged by way of 9 022 199 Alpina B Class linked units issued at R2.00 per
linked unit.
The unlisted 9 022 199 Alpina B class linked units were also valued downwards
to R1.65 million in order to reflect the purchase price paid by Alpina in its
settlement with Bonatla after the financial year-end.
POST-BALANCE SHEET EVENTS
After the balance sheet date the directors in agreement with Necdor closed the
interest rate swap in February 2005.
The closing balance of the swap was R26.133 million. The full balance of the
interest rate swap is to be repaid in the form of five-year preference shares
to the Nedcor Group.
The Stand 206 Vanderbijlpark (Pty) Ltd was sold for a gross consideration of
R6 million and transfer took place on 7 October 2005.
RELATED PARTY TRANSACTIONS
Related parties with whom the group transacted during the year are as follows:
1. Broll Real Estate (Gauteng) (Proprietary) Limited
R8 million fee paid to Broll/Catatyst Property Asset Managers (Pty) Limited in
2003. The directors of Broll were also directors of Bonatla for part of the
year. Bonatla paid Broll an amount of R8 million in 2003 for the termination
of the asset management agreement, which Bonatla was required to do in order
to facilitate the sale of the property portfolio.
2. Hightower Properties (Proprietary) Limited
A commission of R6,2 million was paid to Hightower Properties (Ply) Limited
which is a wholly owned subsidiary of Globus Investments (Pty) Limited.
(Globus) and a related party by virtue of the fact that Primo Property Services
(Pty) Limited (Primo) is a fellow subsidiary of Globus and Primo is the
property administration manager of the Bonatla portfolio.
3. Primo Properties (Proprietary) Limited
Primo is a subsidiary of Globus and is the property administration manager. It
receives a fee of 3% of gross revenue on Bonatlas property portfolio.
The 8 000 000 unsecured convertible debentures of R1.00 each were redeemed at
par (R8 million).
The R8 million was paid to Globus which is a related party by virtue of the
fact that Primo is a subsidiary of Globus and Primo is the property
administration manager of the Bonatla portfolio.
4. VKV Properties (Pty) Limited
As approved at the general meeting, the Welkom Square property was sold to VKV
for R29,9 million, WKV is a wholly-owned subsidiary of Globus and a related
party by virtue of the fact that Prima is a fellow subsidiary of Globus and
Primo is the property administration manager of the Bonatla portfolio.
5. Ixia Trading 532 (Pty) Limited
Ixia is a private company incorporated in accordance with the laws applicable
in South Africa and has a number of directors who are also directors of Globus,
Primo and Hightower. Ixia acquired certain properties from the Bonatla
portfolio.
THE INTEREST RATE SWAP RESOLUTION
As reported in the previous year"s financial report, the interest rate swap
agreement was signed on 22 November 2002 by the asset managers at that time,
Catalyst Asset Managers (Pty) Ltd. This swap was not linked to the mortgages on
the properties of the group and thus introduced a major speculative risk.
The interest rate swap was closed in February 2005 and its final balance was
R26 133 000.
A fair value adjustment of (R9 777 000) impacted on the income statement for
the period.
Current liabilities include an amount of R6 356 000 arising from the closure
of the interest rate swap.Subsequent to the reporting date, the group has
raised finance to fund the repayment of the indebtedness to its bankers arising
from the finalisation of the arrangement.
In terms of the arrangement between the company and the bankers, the latter
will procure that a third party will subscribe at a subscription price of R0.01
together with a premium thereon of R0.99 per preference share for:
* 8 000 000 cumulative redeemable "A" shares in the company; and
* 19 730 140 convertible "B" preference shares in the company.
The proceeds of these preference share issues will be used exclusively to repay
the interest rate swap indebtedness.
The "A" preference shares will confer the right upon the holder to receive out
of the profits of the company "A" preference dividends in priority to any
payments of dividends to holders of any other classes of shares in the capital
of the company ,(including any other class of preference share and ordinary
share)."A" preference dividends will be cumulative preferential cash dividends
per "A" preference shares calculated on a daily basis on the subscription price
at the applicable percentage on 31 July and 31 January of each year.
The applicable percentage will be 85% per annum of the prime rate and a penalty
rate of the prime rate plus 2% on arrears.
The "A" preference dividends in respect of any "A" preference shares will
accrue up to the redemption date.
The "A" preference shares are to be redeemed on the 5th anniversary of the
subscription date.
The "B" preference shares will confer the right upon the holder to receive out
of the profits of the company "B" preference dividends in priority to any
payments of dividends to holders of any other classes of shares in the capital
of the company save only for the holders of any "A" preference shares.
"B" preference dividends will be cumulative preferential cash dividend per "B"
preference shares calculated on a daily basis on the subscription price at the
applicable percentage on 31 July and 31 January of each year.
The applicable percentage will be 85% per annum of the prime rate and a penalty
rate of the prime rate plus 2% on arrears.
The "B" preference dividends in respect of any "B" preference shares will
accrue up to the conversion date.The "B" preference shares are to be converted
on the 5th anniversary of the subscription date to ordinary shares at the
market value per ordinary share in the share capital of the company.The
aforesaid agreements are subject to certain suspensive conditions and in the
event that all the suspensive conditions relating to the issue of the "A" and
"B" preference shares are not fulfilled by the due date therefore, the bankers
have agreed that they will upon receipt of a written notice to that effect from
the third party and the company, subordinate the group"s interest rate swap
indebtedness, as follows:
* It will not demand or accept repayment of the interest swap indebtedness or
any portion thereof if the effect of such repayment would be that group"s
liabilities would exceed its assets fairly valued.
* It will agree not to demand or accept repayment of the interest rate swap
indebtedness or any portion thereof if the effect of such repayment would be
that the group"s liabilities exceeds its assets fairly valued.
* The written notice from the company and the third party confirming that all
the suspensive conditions have not been fulfilled by due date will only be
effective if they are received by the bankers before 28 February 2006.
Further Cautionary Announcement
Further to the previous cautionary announcement, shareholders are advised that
negotiations are continuing which, if successfully concluded, will have a
material effect on the shares of the company. Shareholders are accordingly
advised to continue to exercise caution in dealing in the company"s shares
until a further announcement in this regard is made.
The above results were audited by the company"s auditors, Grant Thornton, and
their unqualified report is available for inspection at the company"s
registered office detailed below during office hours.
By order of the board
Johannesburg
16 November 2005
Directors:
M.H.Brodie (Independent Non-executive Chairman), R.L.Rainier (Executive),
A.Platt (Independent Non-executive),
H.Dudley (Non-executive)
Company Secretary:
Corporate Statutory Services (Pty) Ltd, Registered Office: Suite 5, The Piazza
corner Jan Smuts Avenue and Republic Road, 2194 (PO Box 724, Melville, 2019)
Sponsor
LPC Manahattan (Pty) Ltd
Transfer Secretary
Computershare Investor Services 2004 (Pty) Ltd, 70 Marshall Street,
Johannesburg, 2001
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")
UNQUALIFIED REVIEWED UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED
31 MARCH 2005 AND FURTHER CAUTIONARY ANNOUNCEMENT
CONSOLIDATED INCOME STATEMENT
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
31-Mar 2005 31-Mar 2004 30-Sep 2004
R"000 R"000 R"000
Revenue 522 23 639 27 663
Operating costs (1 802) (19 439) (23 604)
Operating (loss)/profit (1 280) 4 200 4 059
Loss on disposal of
investment properties - - (1 326)
Fair value adjustment of
investment properties - - 1 000
Fair value adjustment
of investments - - (16 721)
Income from investments 94 1 177 1 480
Fair value adjustment
of interest
rate swap (9 777) 2 927 (1 782)
Profit on redemption
of debentures - - 99
Finance charges (109) (23 234) (21 926)
Net loss before taxation (11 072) (14 930) (35 117)
Taxation (Note 2) - 700 (210)
Net loss after taxation (11 072) (14 230) (35 327)
(Loss)/Earnings per
share (cents) (5.97) (7.68) (19.06)
Headline (loss)/earnings
per share (cents) (5.97) (7.68) (18.73)
Weighted average number
of shares ("000) 185 347 185 347 185 347
Reconciliation of earnings
Net loss after taxation (11 072) (14 230) (35 327)
Net after tax adjustments:
Fair value adjustment
to properties - - (1 000)
Fair value adjustment of other
financial assets - - 369
Profit on redemption of
debentures - - (84)
Loss on disposal of investment
properties - - 1 326
Headline (loss)/earnings (11 072) (14 230) (34 716)
CONSOLIDATED BALANCE SHEET
Unaudited Unaudited Audited
31-Mar 31-Mar 30-Sep
2005 2004 2004
R"000 R"000 R"000
Investment properties 6 008 34 282 6 000
Office furniture and equipment 5 - -
Investments 2 495 589 2 495
Other current assets 3 108 24 289 5 245
Total assets 11 616 59 160 13 740
Shareholders" equity (21 009) (11 331) (9 937)
Current liabilities 32 625 47 829 23 677
Total equity and liabilities 11 616 36 498 13 740
CONSOLIDATED CASH FLOW STATEMENT
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
31-Mar 31-Mar 30-Sep
2005 2004 2004
R"000 R"000 R"000
Net cash flows from
operating activities (1 961) (21 754) (24 107)
Net cash (outflows)/inflows
from investing activities (13) 512 039 534 190
Net cash outflows from
financing activities (168) (478 976) (502 357)
(Decrease)/Increase in
cash and cash equivalents (2 142) 11 309 7 726
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Convertible
capital premium debentures
R"000 R"000 R"000
Balance at 1 October 2003 1 853 147 017 8 000
Redemption of debentures - - (8 000)
Return of capital
to shareholders - (92 674) -
Net loss for year
ended 30 September 2004 - - -
Balance at 1
October 2004 - audited 1 853 54 343 -
Net loss for period
ended 31 March 2005 - - -
1 853 54 343 -
Distributable
reserve Total
R"000 R"000
Balance at 1 October 2003 (30 806) 126 064
Redemption of debentures - (8 000)
Return of capital
to shareholders - (92 674)
Net loss for year
ended 30 September 2004 (35 327) (35 327)
Balance at 1
October 2004 - audited (66 133) (9 937)
Net loss for period
ended 31 March 2005 (11 072) (11 072)
(77 205) (21 009)
Notes to the reviewed financial statements for the period ended 31 March 2005
1. Accounting policies
The interim report is prepared on the historical cost basis except for the
revaluation of investment property and certain financial instruments in
accordance with South African Statements of Generally Accepted Accounting
Practice. As indicated in the financial report for the year ended 30 September
2004 that is being published simultaneously with this report, the then
incumbent directors intended to liquidate the company after sale of the entire
property portfolio, but could not pursue this course of action due to the size
of the liability arising from the interest rate swap agreement.
The Board has now made arrangements, as indicated below, to fund the repayment
of the interest rate swap liability and recapitalise the group to enable it to
continue as a going concern.
The results were reviewed by the company"s auditors Grant Thornton. Their
unqualified report is available for inspection at the company"s registered
office.
2. Taxation
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
31-Mar 2005 31-Mar 2004 30-Sep 2004
R"000 R"000 R"000
Current - 700 932
Prior year over-provision - - (696)
Deferred - - (26)
- 700 210
3. Operating activity
The audited annual financial statements for the years ended 30 September 2003
and 2004 have been published simultaneously with the interim results. The
interim net loss after taxation is attributable to the cost of setting up new
administration and management of the company, and the (R9 777 000) fair value
adjustment of the interest rate swap.
4. The interest rate swap resolution
The interest rate swap was closed in February 2005 and its final balance was
R26 133 000.
A fair value adjustment of (R9 777 000) impacted on the income statement for
the period.
Current liabilities include an amount of R26 133 000 arising from the closure
of the interest rate swap.
Subsequent to the reporting date, the group has raised finance to fund the
repayment of the indebtedness to its bankers arising from the finalisation of
the arrangement.
In terms of the arrangement between the company and the bankers, the latter
will procure that a third party will subscribe at a subscription price of
R0.01 together with a premium thereon of R0.99 per preference share for:
8 000 000 cumulative redeemable "A" shares in the company; and
19 730 140 convertible "B" preference shares in the company.
The proceeds of these preference share issues will be used exclusively to
repay the interest rate swap indebtedness.
The "A" preference shares will confer the right upon the holder to receive out
of the profits of the company "A" preference dividends in priority to any
payments of dividends to holders of any other classes of shares in the capital
of the company (including any other class of preference share and ordinary
share).
"A" preference dividends will be cumulative preferential cash dividends per
"A" preference shares calculated on a daily basis on the subscription price at
the applicable percentage on 31 July and 31 January of each year.
The applicable percentage will be 85% per annum of the prime rate and a
penalty rate of the prime rate plus 2% on arrears. The "A" preference
dividends in respect of any "A" preference shares will accrue up to the
redemption date.
The "A" preference shares are to be redeemed on the 5th anniversary of the
subscription date.
The "B" preference shares will confer the right upon the holder to receive out
of the profits of the company "B" preference dividends in priority to any
payments of dividends to holders of any other classes of shares in the capital
of the company, save only for the holders of any "A" preference shares.
"B" preference dividends will be cumulative preferential cash dividend per "B"
preference shares calculated on a daily basis on the subscription price at the
applicable percentage on 31 July and 31 January of each year.
The applicable percentage will be 85% per annum of the prime rate and a
penalty rate of the prime rate plus 2% on arrears. The "B" preference
dividends in respect of any "B" preference shares will accrue up to the
conversion date.
The "B" preference shares are to be converted on the 5th anniversary of the
subscription date to ordinary shares at the market value per ordinary share in
the share capital of the company.
The aforesaid agreements are subject to certain suspensive conditions and in
the event that all the suspensive conditions relating to the issue of the "A"
and " B" preference shares are not fulfilled by the due date therefore, the
bankers have agreed that they will upon receipt of a written notice to that
effect from the third party and the company, subordinate the group"s interest
rate swap indebtedness, as follows:
It will not demand or accept repayment of the interest swap indebtedness or
any portion thereof if the effect of such repayment would be that group"s
liabilities would exceed its assets fairly valued.
It will agree not to demand or accept repayment of the interest rate swap
indebtedness or any portion thereof if the effect of such repayment would be
that the group"s liabilities exceeds its assets fairly valued.
The written notice from the company and the third party confirming that all
the suspensive conditions have not been fulfilled by due date will only be
effective if they are received by the bankers before 28 February 2006.
5. Directorate and management
Messrs B van der Ross and S Meltzer resigned on 12 January 2005. Mr R L
Rainier was appointed on 28 December 2004. Mrs H Dudley was appointed on 12
January 2005 together with Mr A Platt. CDA Property Consultants (Pty) Ltd were
appointed the Asset Managers of the company on 12 January 2005. Mr M H Brodie
remained on the Board, and was appointed Chairman on 12 January 2005.
6. Strategy
It is the intention of the Board now that the solvency of the company has been
secured and the financial statements published to purchase certain portfolios
which have been identified. Furthermore the company is implementing a BEE
strategy in line with the South African Property Charter.
Further Cautionary Announcement
Further to the previous cautionary announcement, shareholders are advised that
negotiations are continuing which, if successfully concluded, will have a
material effect on the shares of the company. Shareholders are accordingly
advised to continue to exercise caution in dealing in the company"s shares
until a further announcement in this regard is made.
By order of the Board
Johannesburg
16 November 2005
Directors
M H Brodie (Independent Non-executive Chairman), R L Rainier (Executive),
A Platt (Independent Non-executive), H Dudley
(Non-executive)
Company Secretary
Corporate Statutory Services (Pty) Ltd
Registered Office
PO Box 724, Melville 2019
Transfer Secretary
Computershare Investor Services 2004 (Pty) Ltd
70 Marshall Street, Johannesburg, 2001
Date: 17/11/2005 07:05:20 AM Produced by the JSE SENS Department
