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BNT
BNT
Bonatla - Abridged Unqualified Reviewed Interim Results For The Six Months
Ended 31 March 2006
BONATLA PROPERTY HOLDINGS LIMITED
(Registration number 1996/014533/06)
("Bonatla" or "the Company")
Share code: BNT ISIN: ZAE000013694
ABRIDGED UNQUALIFIED REVIEWED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH
2006
CONSOLIDATED BALANCE SHEET AS AT
Notes Reviewed Reviewed Audited 30
31 March 31 March September
2006 2005 2005
R"000 R"000 R"000
ASSETS
Non-current assets
Office and computer 63 5 77
equipment
Current assets 3 711 11 611 10 237
Investment property - 6 008 6 000
Investments 2 279 2 495 2 035
Other assets 1 432 3 108 2 202
TOTAL ASSETS 3 774 11 616 10 314
EQUITY AND LIABILITIES
Equity and capital 3 (5 701) (21 009) (25 713)
reserves
Long-term liabilities
Redeemable preference 8 000 - -
share capital
Current liabilities 1 475 32 625 36 027
TOTAL EQUITY AND 3 774 11 616 10 314
LIABILITIES
Deficit per ordinary (13.72) (11.33) (13.87)
share (cents)
Diluted net asset value (2.78) - -
per share (cents)
CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED
Notes Reviewed Reviewed Audited
31 March 31 March 30
2006 2005 September
2005
R"000 R"000 R"000
Turnover 45 522 887
Operating costs (2 146) (1 802) (5 264)
Results from operating (2 101) (1 280) (4 377)
activities
Interest received 83 94 237
Finance charges (430) (109) (2 089)
Profit on disposal of 2.1 67 - -
investment property
Adjustment relating to 2.2 2 009 - -
properties sold in prior
years
Profit on sale of shares 90 - 237
Fair value adjustment of 2.4 564 - 72
listed and unlisted
investments
Fair value adjustment of - (9 777) (9 778)
interest rate swap
Profit/(loss) before 282 (11 072) (15 698)
taxation
Taxation - - (78)
Profit/(loss) after 282 (11 072) (15 776)
taxation
Diluted earnings per 0.138 - -
share (cents)
Loss per share (cents) (0.001) (5.97) (8.51)
Profit after taxation 0.152
(cents)
Properties sold in (1.084) - -
previous years
Fair value adjustments (0.304) - -
Sale of shares (0.049) - -
Profit on investment (0.036) - -
property
Headline earnings per (1.231) (5.97) (8.51)
share (cents)
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED
Notes Reviewed Reviewed Audited
31 March 31 March 30
2006 2005 September
2005
R"000 R"000 R"000
Net cash flows from (3 403) (1 961) (4 919)
operating activities
Net cash flows from 6 476 (13) 681
investing activities
Net cash flows from (2 791) (168) 251
financing activities
(Decrease)/Increase in 282 (2 142) (3 987)
cash and cash equivalents
STATEMENT OF CHANGES IN EQUITY
Share Share Retained Total
capital premium earnings / R"000
R"000 R"000 accumulated loss
R"000
GROUP
Balance at 1 October 2004 1 853 54 343 (66 133) (9 937)
Net loss for the year - - (15 776) (15 776)
Balance at 30 September 1 853 54 343 (81 909) (25 713)
2005
Net profit for the period - - 282 282
Issue of 19 730 140 197 19 533 - 19 730
convertible "b:
preference shares of
R0.01 each
Balance at 31 March 2006 2 050 73 876 (81 627) (5 701)
Notes to the unqualified reviewed interim financial statements for the six
months ending 31 March 2006
1. BASIS OF PREPARATION
The reviewed interim results for the period ended 31 March 2006 have been
prepared in accordance with International Financial Reporting Standards (IFRS).
The adoption of IFRS had no material effect either on the current or comparative
financial statements, and thus no restated figures are shown. The results also
comply with the relevant sections of the South African Companies Act 1973, as
amended. The financial statements have been reviewed by Grant Thornton, whose
unqualified review report is available for inspection at the company"s
registered office.
Without qualifying the opinion the review report contains the following emphasis
of matter:
"Without qualifying our opinion, we draw attention to the fact that the
financial statements reflect total assets of R3 774 000 and that the liabilities
of the group exceeds its assets by R5 701 000. This casts significant doubt on
the ability of the group to continue as a going concern and that in the
circumstances it may be unable to realise and discharge its liabilities in the
normal course of business.
As indicated in note 6.1 to the reviewed Interim Financial Statements under the
heading "Post Balance Sheet Events" an agreement has been reached with Nedcor
that the R8 000 000 redeemable "A" cumulative redeemable preference shares be
converted to R9 000 000 convertible "B" preference shares. The restated balance
sheet on the basis that the conversion took place on 31 March 2006 indicates
that after the conversion, the assets of the group will exceed its liabilities.
As indicated in note 6.2 to the reviewed Interim Financial Statements under the
heading "Revitalisation Of The Company" the group and its directors are engaged
in activities that if successfully completed will ensure the continuation of the
group as a going concern."
2. OPERATIONS
2.1 The interest in Stand 206 Vanderbijlpark (Proprietary) Limited was sold
yielding a profit of R67 000.
2.2 The R2,09 million adjustment arises from the finalisation of adjustment
accounts pertaining to properties sold in prior years. There was a considerable
time lag in the settlement of claims by and against local authorities that
delayed clearances and the settlement of tenant deposits.
2.3 A provision of R115 414 has been made in terms of IAS 39 for a cumulative
preference dividend that accrues on a daily basis as from 1 February 2006 on the
8 000 000 cumulative redeemable "A" preference shares at 85% of the prevailing
prime overdraft rate.
2.4 The fair value adjustment of R564 000 relates to 9 022 199 Alpina "B"
linked units that equate to the market value of Orion Real Estate Limited"s
linked units and the revaluation of 52 515 Fairvest Property Holdings Limited
linked units.
3. SHARE CAPITAL STRUCTURE
A recapitalisation, together with the required amendments to the Memorandum and
Articles of Association of the company, was approved at a special General
Meeting on 17 January 2006.
The interest rate swap was repaid from the proceeds of the issue of:
8 000 000 cumulative redeemable "A" shares (Subordinated)
19 730 140 convertible "B" preference shares to Depfin Investments(Pty) Limited
("Depfin"), a wholly-owned subsidiary of Nedcor.
4. DIRECTORATE AND MANAGEMENT
H Dudley did not stand for re-election at the annual general meeting on
17 January 2006.
A Platt resigned from the board on 25 November 2005.
C Douglas joined the board on 17 January 2006.
D A Johnston joined the board on 3 February 2006.
5. RELATED PARTY TRANSACTION
C Douglas, who was appointed a director of the company on 17 January 200, is a
director of CDA Property Consultants (Proprietary) Limited ("CDA"). A
management fee of R627 000 was paid to CDA during the six months ended 31 March
2006.
6. POST BALANCE SHEET EVENTS
6.1 Conversion of redeemable preference shares
An agreement has been reached with Nedcor Bank Limited ("Nedcor") that the
8 000 000 cumulative redeemable "A" preference shares, which were issued to
Depfin, be converted to 9 000 000 Convertible "B" Preference shares on the same
terms and conditions as the existing Convertible "B" preference shares. Upon
conversion the abovementioned 8 000 000 cumulative redeemable "A" Preference
shares will be reflected as equity.
RESTATED BALANCE SHEET ON THE BASIS THAT THE "A"
REDEEMABLE PREFERENCE SHARES ARE CONVERTED TO
CONVERTIBLE PREFERENCE SHARES
Unaudited
31 March
2006
R"000
ASSETS
Office and computer 63
equipment
Investments 2,279
Other assets 1,432
Total assets 3,774
EQUITY AND LIABILITIES
Shareholders" equity 2,299
Current liabilities 1,475
Total equity and liabilities 3,774
NAV per share 1,08
6.2 Revitalisation of the company
In line with the strategy announced in the 2005 financial statements, the
directors are taking steps to ensure the continuation of the company as a going
concern.
The following transactions are being finalised, and on completion will have a
revitalising effect on the Group both from an earnings and net asset value point
of view:
Disposal of certain investments for cash.
The acquisition of fixed properties via the issue of Bonatla ordinary shares to
the Sellers, with a gearing ratio of +-55%.
The acquisition via a share swap of a 29,9% shareholding in a British Public
real estate company.
The above transactions are subject to, inter-alia, Exchange Control, JSE, SRP,
and shareholders" approvals. Once the transactions have been finalised, a
detailed announcement will be published, and a circular to shareholders will be
prepared and posted.
7. FURTHER CAUTIONARY ANNOUNCEMENT
Further to the previous cautionary announcements, shareholders are advised that
the negotiations indicated above in note 6.2 are in the process of being
finalised and, if successfully concluded, will have a material effect on the
shares of the company. Shareholders are accordingly advised 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
11 July 2006
Directors:
M H Brodie (Independent Non-executive Chairman
R L Rainier (Executive Non-Independent)
C Douglas (Non-Executive Non-Independent)
D A Johnston (Non-Executive Independent)
Company Secretary:
Corporate Statutory Services (Proprietary) Limited
Auditors:
Grant Thornton
Managed by:
CDA Property Consultants (Proprietary) Limited
Registered Office:
P.O. Box 724 Melville 2019
Sponsor:
Vunani Corporate Finance (Proprietary) Limited
Transfer Secretaries:
Computershare Investor Services 2004 (Proprietary) Limited
70 Marshall Street Johannesburg 2001
Date: 11/07/2006 05:01:16 PM Produced by the JSE SENS Department
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