| Tue 2 Jan 2007, 8:32 | | BNT - Bonatla - Audited Results For The Year Ended |
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BNT
BNT - Bonatla - Audited Results For The Year Ended 30 September 2006
Bonatla Property Holdings Limited
(Registration number 1996/014533/06)
Share code: BNT
ISIN: ZAE000013694
("Bonatla" or "the Company")
AUDITED RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2006
BALANCE SHEET
Group Group Company Company
2006 2005 2006 2005
R`000 R`000 R`000 R`000
ASSETS
Non-current assets
Office and computer equipment 76 77 - -
Current assets 2 403 10 237 - -
Investment property - 6 000 - -
Investments 2 278 2 035 - -
Trade and other receivables 79 1 248 - -
Short term loan - 765 - -
Cash and cash equivalents 36 189 - -
TOTAL ASSETS 2 479 10 314 - -
EQUITY AND LIABILITIES
Equity and capital reserves 766 (25 713) (78) (78)
Share capital and premium 83 926 56 196 83 926 56 196
Accumulated loss (83 160) (81 909) (84 004) (56 274)
Current liabilities 1 713 36 027 78 78
Interest bearing borrowings - 2 525 - -
Interest rate swap liability - 27 996 - -
Taxation 14 1 143 14 14
Trade and other payables 1 586 4 363 64 64
TOTAL EQUITY AND LIABILITIES 2 479 10 314 - -
INCOME STATEMENT
Group Group Company Company
2006 2005 2006 2005
R`000 R`000 R`000 R`000
Turnover - 887 - -
Other income 2 264 - - -
Operating costs (5 956) (5 264) - -
Operating profit/(loss) (3 692) (4 377) - -
Fair value adjustment of
loan written off - - - -
Interest in subsidiaries - - - (19 168)
Results from operating
Activities (3 692) (4 377) - -
Interest received 98 236 - -
Finance charges (1 237) (2 089) - -
Loss on disposal of property - 237 - -
Profit on disposal of
Investment 4 525 237 - -
Fair value adjustment of
listed and unlisted
investments 554 72 - -
Profit on share exchange 98 - - -
Fair value adjustment of
interest rate swap 266 (9 778) - -
(Loss)/profit before taxation 172 (15 698) - (19 168)
Taxation - (78) - -
(Loss)/profit after taxation 172 (15 776) - (19 168)
Earnings per share (cents) 0.09 (8.51) - (8.51)
Adjustments:
Properties sold in prior years 0.24 - - -
Fair value share investments (0.30) - - -
Sale of shares (0.05) - - -
Profit on investment property (2.44) - - -
Fair value adjustment of
interest rate swap (0.14) - - -
Headline earnings / (loss)
per share (cents) (2.60) (8,51) - (8.51)
CASH FLOW STATEMENT
Group Group Company Company
2006 2005 2006 2005
R`000 R`000 R`000 R`000
CASH FLOWS FROM OPERATING
ACTIVITIES 24 429 (4 919) - (21)
Cash (absorbed by)/
generated from operations 26 697 (2 318) - (21)
Interest received 98 236 - -
Interest paid (1 237) (2 089) - -
Normal taxation (paid) /
Refunded (1 129) (748) - -
CASH FLOWS FROM INVESTING
ACTIVITIES 5 560 681 - 21
Purchase of tangible assets
- additions (30) (88) - -
Proceeds on disposal of
investment properties 6 000 - - -
Proceeds on sale of
Investments (410) - - -
Decrease in investment in
Subsidiaries - 769 - 21
CASH FLOWS FROM FINANCING
ACTIVITIES (30 255) 251 - -
Proceeds from issue of
share capital (27 330) - - -
Redemption of debentures - - - -
Increase/(decrease) in
interest bearing borrowings (2 525) 251 - -
NET INCREASE/(DECREASE)
IN CASH AND CASH EQUIVALENTS (266) (3 987) - -
Cash and cash equivalents
at beginning of year 189 4 176 - -
Cash and cash equivalents
at end of year (77) 189 - -
STATEMENT OF CHANGES IN EQUITY
Share Share Retained Total
capital premium earnings/
accumulated
loss
R`000 R`000 R`000 R`000
Group
Balance at 1 October 2004 1 853 54 343 (66 133) (9 937)
Net loss for the year - - (15 776) (1 766)
Restatement of prior year
accumulated loss - - (1 423) (1 423)
Balance at 30 September 2005 1 853 54 343 (83 332) (27 136)
Net loss for the year - - 172 172
28 730 140 convertible "B"
preference shares of
1 cent each 287 27 443 - 27 730
Balance at 30 September 2006 2 140 81 786 (83 160) 766
Company
Balance at 1 October 2004 1 853 54 343 (37 106) 19 090
Net loss for the year - - (19 168) (19 168)
Balance at 30 September 2005 1 853 54 343 (56 274) (78)
19 730 140 convertible "B"
preference shares of
1 cent each 197 19 533 - 19 730
Balance at 30 September 2006 2 050 73 876 (56 274) 19 652
COMMENTS
1. BASIS OF PREPARATION
The audited results for the period ended 30 September 2006 have been prepared in
terms of International Financial Reporting Standards (IFRS). The adoption of
IFRS had no material effect either on the current nor comparative financial
statements. The results also comply with the relevant sections of the South
African Companies Act 1973, as amended. The financial statements have been
audited by SizweNtsaluba VSP, whose unqualified audit report is available for
inspection at the Company`s registered office.
2. OPERATIONS
The investment in Stand 206 Vanderbijlpark (Pty) Ltd was sold yielding a profit
of R4,525 million.
The R440 000 adjustment arose from the finalization of adjustment accounts
pertaining to properties sold in prior years. There was a considerable time lag
in the settlement of claims by local authority, clearances and tenant deposits.
A fair value adjustment of R554 000 was carried out on the 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.
A final fair value adjustment to the interest rate swap of R266 000 was made.
3. SHARE CAPITAL STRUCTURE
A recapitalization, together with the required amendments to the Memorandum and
Articles of Association of the company, was approved at a special General
Meeting on 17th 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.
An agreement was 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. Pursuant to the
general meeting of shareholders in which all relevant special resolutions were
approved, the abovementioned 8 000 000 cumulative redeemable "A" preference
shares were converted on 20 September 2006 and were thereafter reflected as
equity.
4. DIRECTORATE AND MANAGEMENT
H Dudley did not stand for re-election at the AGM 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 2006, is a
director of CDA Property Consultants (Proprietary) Limited ("CDA").
A management fee of R1 020 000 was paid to CDA during the financial year ended
30 September 2006.
CDA also received commission of R100 000 in respect of the disposal of Stand 206
Vanderbijlpark (Pty) Ltd.
6. LITIGATION
Litigation has been instituted by the company against its previous asset
managers ("Catalyst"), details of which will be disclosed to shareholders in the
annual financial report.
7. POST BALANCE SHEET EVENTS
In line with the strategy announced in the 2005 financial statements, the
directors and management are finalizing certain transactions which will ensure
the re-establishment of the company as an investment / development real estate
going concern.
The following transactions are being finalised:
7.1 Investment / development precinct in Durban metropolitan - R200 million
(Fully developed value R5 bn)
7.2 Durban South Coast investment/development precinct - R97 million plus costs
(Fully developed value R800 million)
7.3 Nelspruit/Mpumulanga commercial investment portfolio - R75 million
7.4 Pinetown/Pietermaritzburg investment portfolio - R18.5 million (Fully
developed value R44 million)
7.5 Victoria Embankment investment/ development property - R17.5 million (Fully
developed value R275 million)
7.6 Sandton/ Gauteng office investment property - R6 million
7.7 In addition to the above transactions, the acquisition of two financial
businesses for a total combined consideration of R57.5 million is being
finalised.
Disposal of certain listed investments for cash - R2.25 million
The above transactions are subject to inter alia, exchange control, JSE, SRP,
Competition Commission and shareholder approval. Once these transactions have
been finalised, a detailed acquisition / disposal announcement will be
published, and a circular to shareholders will be prepared and posted.
8. LIFTING OF SUSPENSION
As a result of the restructuring of the company`s affairs, the suspension of the
trading of Bonatla ordinary shares was lifted on the 24 October 2006. The
directors and management are confident that the abovementioned acquisitions will
be completed prior to the deadline of 24 April 2007 imposed by the JSE.
APPRECIATION
Directors and shareholders of Bonatla wish to note their appreciation to the
management and staff of the company and that of CDA Property Consultants (Pty)
Ltd and their consultant N Vontas for rescuing the company`s affairs and re-
establishing it on the JSE.
10. FURTHER CAUTIONARY ANNOUNCEMENT
Further to the previous cautionary announcements, shareholders are advised that
the negotiations indicated above in note 7 are in the process of being finalised
and, if successfully concluded, will have a material effect on the trading price
of the shares of the Company. Shareholders are accordingly advised to continue
to exercise caution when dealing in the Company`s shares until a detailed
acquisition announcement in this regard is made during January 2007.
By order of the Board.
Johannesburg
29 December 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 (Pty) Ltd
Registered Office:
P.O. Box 724 Melville 2019
Sponsor:
Vunani Corporate Finance (Pty) Ltd
Transfer Secretaries:
Computershare Investor Services 2004 (Pty) Ltd
70 Marshall Street Johannesburg 2001
Auditors:
SizweNtsaluba VSP
Managed by:
CDA Property Consultants (Proprietary) Limited
Date: 02/01/2007 08:32:31 Produced by the JSE SENS Department.
