REG - South African Prop. - Half Yearly Report - Part 2

30 Mar 2010

- Part 2: For the preceeding part double click [ID:nRSd4068Ja]
standards are included for the first time and have a material impact for the
financial year beginning 1 July 2009: 
 
·         IAS 1 (revised), 'Presentation of financial statements'. The revised standard prohibits the presentation of items
of income and expenses (that is 'non-owner changes in equity') in the statement of changes in equity, requiring 'non-owner
changes in equity' to be presented separately from owner changes in equity. All 'non-owner changes in equity' are required
to be shown in a performance statement. 
 
Entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements
(the income statement and statement of comprehensive income). The Group has elected to present two statements: an income
statement and a statement of comprehensive income. The interim financial statements have been prepared under the revised
disclosure requirements. 
 
·         IFRS 8, 'Operating segments'. IFRS 8 replaces IAS 14, 'Segment reporting'. It requires a 'management approach'
under which segment information is presented on the same basis as that used for internal reporting purposes. This has
resulted in an increase in the number of reportable segments presented, as the one previously reported geographical segment
has now been split out at a project level. 
 
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-makers have been identified as the Board and Investment Manager that make
strategic decisions. 
 
3              Segment Information 
 
The chief operating decision-makers have been identified as the Board and the Investment Manager. The Board and the
Investment Manager review the group's internal reporting in order to assess performance and allocate resources. They have
determined the operating segments based on these reports. The Board and the Investment Manager consider the business on a
project basis by sector. The sectors are Residential, Mixed Use and Industrial. 
 
Tables removed - please refer to the Company's website www.saprofund.com for the segment reporting for the six months ended
31 December 2009 and a comparative table for the six months ended 31 December 2008. 
 
4              Investment Manager's Fees 
 
Annual fees 
 
During the term of the investment management agreement, the Investment Manager receives a management fee of 2% per annum of
the net asset value of the Group payable quarterly in advance. 
 
The Company has adopted the net asset value of the Group as calculated in accordance with customary accountancy or industry
practices relating to the Company but valuing the Group's property assets on an open market basis for the purposes of
calculating the Investment Manager's fee. 
 
During the term of the investment management agreement, the Investment Manager is also entitled to recharge to the Group
all and any costs and disbursements reasonably incurred by it in the performance of its duties including costs of travel
save to the extent that such costs are staff costs or other internal costs of the Investment Manager. Accordingly, the
Company is responsible for paying all the fees and expenses of all valuers, surveyors, legal advisers and other external
advisers to the Company in connection with any investments made on its behalf.  All amounts payable to the Investment
Manager by the Company are paid together with any value added tax, if applicable. 
 
Management fees payable for the period ended 31 December 2009 amounted to £796,811 (31 December 2008: £834,853). 
 
Performance fees 
 
During the term of the investment management agreement, the Investment Manager is entitled to a performance fee which is
payable by reference to the increase in net asset value per share above a hurdle based on the issue price per share
increased at a rate of 12% per annum, but adjusted so as to exclude any dividends paid during the period. 
 
Potential performance fees payable for the period ended 31 December 2009 amounted to £nil (31 December 2008: £4,116,383).
The 2008 amount was an accrual based on the assumption that a fee would be payable, however, as the relevant performance
hurdle was not met, no such fee is payable. 
 
5              Other Administration Fees and Expenses 
 
 Group                              Period ended 31 December 2009 £'000  Period ended 31 December 2008 £'000  
 Audit                              101                                  100                                  
 Directors' remuneration            144                                  61                                   
 Director's insurance cover         14                                   11                                   
 Nominated Adviser and broker fees  20                                   15                                   
 Administrator and Registrar fees   44                                   36                                   
 Custodian fees                     3                                    3                                    
 Sponsor fees                       2                                    1                                    
 Strategic Adviser fees             -                                    20                                   
 Professional fees                  647                                  127                                  
 Property expenses                  220                                  33                                   
 Broker commission                  -                                    33                                   
 Other expenses                     311                                  408                                  
 Administration fees and expenses   1,506                                848                                  
 
 
Professional fees 
 
647 
 
127 
 
Property expenses 
 
220 
 
33 
 
Broker commission 
 
- 
 
33 
 
Other expenses 
 
311 
 
408 
 
Administration fees and expenses 
 
1,506 
 
848 
 
Included within other administration fees and expenses are the following: 
 
Nominated Adviser and Broker fees 
 
As Nominated Adviser and Broker to the Company for the purposes of the AIM Rules, the Nominated Adviser and Broker receives
a Nominated Adviser fee of £17,500 per annum and a Broker fee of £17,500 per annum, both fees payable half-yearly in
advance. Matrix Corporate Capital was appointed on these terms as Broker from 26 November 2008 and as Nominated Adviser
from 30 January 2009. Prior to those dates Teathers Limited was the Nominated Adviser and Broker and received a Nominated
Adviser fee of £15,000 per annum and a Broker fee of £15,000 per annum, both fees payable half-yearly in advance. 
 
Nominated adviser fees paid for the period ended 31 December 2009 amounted to £20,125 (31 December 2008: £15,041). 
 
Custodian fees 
 
The Custodian received a fee of 3 basis points of the value of the non real-estate assets held by the Company subject to a
minimum annual fee of £5,000, payable quarterly in arrears. 
 
Custodian fees payable for the period ended 31 December 2009 amounted to £2,875 (31 December 2008: £2,906). 
 
Administrator and Registrar fees 
 
The Administrator receives a fee of 10 basis points of the net assets of the Company between £0 and £50 million; 8.5 basis
points per annum of the net assets of the Company between £50 and £100 million and 7 basis points per annum of the net
assets of the Company in excess of £100 million, subject to a minimum monthly fee of £3,750 and a maximum monthly fee of
£10,000 payable quarterly in arrears. 
 
The Administrator assists in the preparation of the financial statements of the Group for which it receives a fee of £1,750
per set. 
 
The Administrator provides general secretarial services to the Group for which it receives a minimum annual fee of £5,000. 
Additional fees based on time and charges will apply where the number of Board meetings exceeds four per annum. For
attendance at meetings not held in the Isle of Man, an attendance fee of £350 per day or part thereof will be charged. 
 
The Administrator may utilise the services of a CREST accredited registrar for the purposes of settling share transactions
through CREST.  The cost of this service will be borne by the Group.  It is anticipated that the cost will be in the region
of £6,000 per annum subject to the number of CREST settled transactions undertaken. 
 
Administration fees payable for the period ended 31 December 2009 amounted to £43,512 (31 December 2008: £35,583). 
 
Sponsor fees 
 
The Sponsor receives a fee for the listing of the shares on the CISX. The Sponsor is paid an annual fee of £2,000 and a fee
determined by reference to the number of hours spent on the work undertaken by the Sponsor by reference to its standard
hourly charging rate. 
 
Sponsor fees payable for the period ended 31 December 2009 were £2,254 (31 December 2008: £1,134). 
 
Directors' Remuneration 
 
The maximum amount of basic remuneration payable by way of fees to the Directors permitted under the Articles of
Association is £200,000 per annum. The Directors are each entitled to receive reimbursement of any expenses incurred in
relation to their appointment. The non-executive (excluding the Chairman) and executive Directors are entitled to receive
an annual fee of £40,000 each and the Chairman £50,000. The Chairman's annual fee was increased from 1 October 2009 to
£75,000. 
 
Total fees and expenses paid to the Directors for the period ended 31 December 2009 amounted to £143,821 (31 December 2008:
£61,343) in relation the annual fees referred to above plus travel expenses and irrecoverable VAT. Directors' insurance
cover amounted to £13,808 (Period ended 31 December 2008: £10,183). 
 
6              Income Tax Expense 
 
 Group        Period ended 31 December 2009  Period ended 31 December 2008  
              £'000                          £'000                          
 Current tax  2                              46                             
 
 
Current tax 
 
2 
 
46 
 
The tax on the Group's profit before tax is higher than the standard rate of income tax in the Isle of Man of zero%. The
differences are explained below: 
 
 Group                                                                    Period ended 31 December 2009  Period ended 31 December 2008  
                                                                          £'000                          £'000                          
 Profit before tax                                                        1,630                          2,316                          
                                                                                                                                        
 Tax calculated at domestic tax rates applicable in the Isle of Man (0%)  -                              -                              
 Tax effect of expenses that are not deductible for tax purposes          -                              -                              
 Effect of higher tax rates in South Africa (28%)                         2                              46                             
 Tax expense                                                              2                              46                             
 
 
Effect of higher tax rates in South Africa (28%) 
 
2 
 
46 
 
Tax expense 
 
2 
 
46 
 
7              Basic and Diluted Earnings per Share 
 
Basic and diluted earnings per share are calculated by dividing the profit attributable to equity holders of the Group by
the weighted average number of shares in issue during the period. 
 
                                                               Period ended 31 December 2009  Period ended 31 December 2008  
 Profit attributable to equity holders of the Company (£'000)  1,621                          2,270                          
 Weighted average number of shares in issue (thousands)        62,293                         62,293                         
 Basic and diluted profit per share (pence per share)          2.60                           3.64                           
 
 
62,293 
 
Basic and diluted profit per share (pence per share) 
 
2.60 
 
3.64 
 
8              Subsidiaries and Associates 
 
8.1           Subsidiaries 
 
Since inception and for efficient portfolio management purposes, the Company established the following subsidiary
company:- 
 
                                    Country of      Percentage of  
                                    incorporation   shares held    
 SAPSPV Holdings RSA (Pty) Limited  South Africa    100%           
 
 
South Africa 
 
100% 
 
SAPSPV Holdings RSA (Pty) Limited is a direct subsidiary of the Company. SAPSPV Holdings RSA (Pty) Limited was incorporated
on 20 October 2006 with a share capital of ZAR 101 and share premium of ZAR 24,999,899. 
 
During the period there has been no change in the Company's investment in the direct subsidiary. 
 
The direct and indirect subsidiaries held by SAPSPV Holdings RSA (Pty) Limited are as follows:- 
 
                                                      Country of incorporation  Percentage of shares held *  
 8 Mile Investments 504 (Pty) Limited                 South Africa              100%                         
 Breeze Court Investments 31 (Pty) Limited **         South Africa              50%                          
 Breeze Court Investments 34 (Pty) Limited            South Africa              100%                         
 Breeze Court Investments 35 (Pty) Limited            South Africa              100%                         
 Business Venture Investments No 1152 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1172 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1180 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1187 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1189 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1191 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1205 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1237 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1238 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1239 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1256 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1262 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1268 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1269 (Pty) Limited   South Africa              79%                          
 Business Venture Investments No 1270 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1300 (Pty) Limited   South Africa              100%                         
 Business Venture Investments No 1306 (Pty) Limited   South Africa              100%                         
 Crane's Crest Investments 28 (Pty) Limited           South Africa              100%                         
 Crimson King Properties 378 (Pty) Limited            South Africa              75%                          
 Dream World Investments 551 (Pty) Limited            South Africa              100%                         
 Living 4 U Developments (Pty) Limited                South Africa              65%                          
 Madison Park Properties 33 (Pty) Limited             South Africa              100%                         
 Madison Park Properties 34 (Pty) Limited             South Africa              100%                         
 Madison Park Properties 36 (Pty) Limited **          South Africa              50%                          
 Madison Park Properties 40 (Pty) Limited **          South Africa              50%                          
 Royal Albatross Properties 313 (Pty) Limited         South Africa              89%                          
 SAPSPV Clayville Property Investments (Pty) Limited  South Africa              100%                         
 SAPSPV Imbonini Property Investments (Pty) Limited   South Africa              100%                         
 Wonderwall Investments 18 (Pty) Limited              South Africa              100%                         
 
 
75% 
 
Dream World Investments 551 (Pty) Limited 
 
South Africa 
 
100% 
 
Living 4 U Developments (Pty) Limited 
 
South Africa 
 
65% 
 
Madison Park Properties 33 (Pty) Limited 
 
South Africa 
 
100% 
 
Madison Park Properties 34 (Pty) Limited 
 
South Africa 
 
100% 
 
Madison Park Properties 36 (Pty) Limited ** 
 
South Africa 
 
50% 
 
Madison Park Properties 40 (Pty) Limited ** 
 
South Africa 
 
50% 
 
Royal Albatross Properties 313 (Pty) Limited 
 
South Africa 
 
89% 
 
SAPSPV Clayville Property Investments (Pty) Limited 
 
South Africa 
 
100% 
 
SAPSPV Imbonini Property Investments (Pty) Limited 
 
South Africa 
 
100% 
 
Wonderwall Investments 18 (Pty) Limited 
 
South Africa 
 
100% 
 
* this also represents the percentage of ordinary share capital and voting rights held - 2009 
 
** the Group controls the company by means of direct control of the board 
 
8.2           Associates 
 
                              31 December 2009  30 June 2009  
                              £'000             £'000         
 Start of the period/year     6,707             5,469         
 Acquisition of associates    -                 211           
 Foreign exchange gain        522               1,349         
 Share of loss of associates  (102)             (322)         
 End of the period/year       7,127             6,707         
 
 
Share of loss of associates 
 
(102) 
 
(322) 
 
End of the period/year 
 
7,127 
 
6,707 
 
The Group's share of the results of its principal associates, all of which are unlisted, and its aggregate assets
(including goodwill) and liabilities, is as follows: 
 
 Name                                   Assets  Liabilities  Revenues  Profit/(Loss)  
                                        £'000   £'000        £'000     £'000          
 Period ended 31 December 2009                                                        
 Imbonini Park (Pty) Limited            2,658   (2,658)      -         -              
 Longland Investments (Pty) Limited     8,576   (1,449)      37        24             
 Imbonini Park (Phase 2) (Pty) Limited  3,097   (3,097)      -         (126)          
 Blue Waves Properties 2 (Pty) Limited  1,220   (1,220)      -         -              
                                        15,551  (8,424)      37        (102)          
                                                                                      
 Year ended 30 June 2009                                                              
 Imbonini Park (Pty) Limited            2,545   (2,545)      1,859     (68)           
 Longland Investments (Pty) Limited     6,659   (77)         75        54             
 Imbonini Park (Phase 2) (Pty) Limited  2,870   (2,745)      6         (305)          
 Blue Waves Properties 2 (Pty) Limited  1,141   (1,141)      -         (3)            
                                        13,215  (6,508)      1,940     (322)          
 
 
6,659 
 
(77) 
 
75 
 
54 
 
Imbonini Park (Phase 2) (Pty) Limited 
 
2,870 
 
(2,745) 
 
6 
 
(305) 
 
Blue Waves Properties 2 (Pty) Limited 
 
1,141 
 
(1,141) 
 
- 
 
(3) 
 
13,215 
 
(6,508) 
 
1,940 
 
(322) 
 
Loans due from Associates 
 
                            31 December 2009  30 June 2009  
                            £'000             £'000         
 Loans due from associates  9,622             8,465         
 
 
Loans due from associates 
 
9,622 
 
8,465 
 
The loans due from associates are as follows: 
 
 Name                                 Term  Interest Rate                              31 December 2009  
                                                                                       £'000             
 Imbonini Park (Pty) Limited          *     15%                                        2,383             
 Imbonini Park (Pty) Limited          *     0%                                         30                
 Imbonini Park Phase 2 (Pty) Limited  **    South African Prime +2.5% (capped at 16%)  6,220             
 Imbonini Park Phase 2 (Pty) Limited  ***   0%                                         42                
 Blue Waves Properties 2 (Pty) Ltd    ****  South African Prime                        947               
                                                                                       9,622             
 
 
42 
 
Blue Waves Properties 2 (Pty) Ltd 
 
**** 
 
South African Prime 
 
947 
 
9,622 
 
* repayable after the senior debt funding provided by Investec Bank Limited has been repaid in full (note 18) 
 
** repayment date is four years + one day following the receipt of the Recordal from the Development Facilitation Act, 1995
(DFA) Tribunal approving the planning application 
 
*** repayable as and when the directors of Imbonini Park Phase 2 (Pty) Limited resolve that repayment shall be effected,
provided there are sufficient cash reserves available to do so and proportionately to each shareholder 
 
**** repayable at the discretion of the directors of Blue Waves 
 
The fair value of these loans approximate their carrying value at 31 December 2009. 
 
9              Intangible assets 
 
 Group                                                     
                           31 December 2009  30 June 2009  
 Goodwill                  £'000             £'000         
 Start of the period/year  1,376             31            
 Additions                 -                 1,177         
 Exchange differences      108               168           
 End of the period/year    1,484             1,376         
 
 
Exchange differences 
 
108 
 
168 
 
End of the period/year 
 
1,484 
 
1,376 
 
10            Inventories 
 
Group 
 
                                              31 December 2009  30 June 2009  
                                              £'000             £'000         
 At start of period/year                      48,489            24,531        
 Cost of land acquired and costs capitalised  4,534             15,706        
 Impairment                                   (457)             -             
 Disposals                                    (2,078)           -             
 Foreign exchange gain                        3,952             8,252         
 At end of period/year                        54,440            48,489        
 
 
- 
 
Foreign exchange gain 
 
3,952 
 
8,252 
 
At end of period/year 
 
54,440 
 
48,489 
 
During the period 10 out of a total of 41 completed units within the first phase of the Kindlewood development were sold
for a total of £2,417,941 (ZAR 30,381,579) plus VAT. 
 
During the period, the Group acquired land and capitalised costs of £4,533,939 (ZAR 56,969,210) (year ended 30 June 2009:
£15,705,562 (ZAR 226,815,012)), in order to develop it for future re-sale, and accordingly it was classified as inventory. 
 
At 31 December 2009 the net realisable value of Lenasia was £456,932 (ZAR 5,741,374) lower than cost, therefore, this
inventory has been impaired during the period. 
 
Security 
 
At 31 December 2009, there are two first rank mortgages on two of the developments included in the above inventory securing
the bank loans (see note 18 for details). 
 
11            Trade and Other Receivables 
 
Group 
 
                              31 December 2009  30 June 2009  
                              £'000             £'000         
 Prepayments                  162               76            
 VAT receivable               515               793           
 Inventory sales              2,577             -             
 Other receivables            1,375             820           
 Trade and other receivables  4,629             1,689         
 
 
Other receivables 
 
1,375 
 
820 
 
Trade and other receivables 
 
4,629 
 
1,689 
 
Company 
 
                                                  31 December 2009  30 June 2009  
                                                  £'000             £'000         
 Loan due from SAPSPV Holdings RSA (Pty) Limited  50,561            42,142        
                                                                                  
 Prepayments                                      56                34            
 Other receivables                                10                9             
 Trade and other receivables                      66                43            
 
 
10 
 
9 
 
Trade and other receivables 
 
66 
 
43 
 
The loan from the Company to SAPSPV Holdings RSA (Pty) Limited bears interest at the Prime Rate (up to 30 June 2007 at the
Repurchase Rate) as published by the Reserve Bank of South Africa from the date of the advance to the date of repayment,
which interest shall be compounded monthly in arrears on the last working day of each month. 
 
This loan is repayable as and when the directors of SAPSPV Holdings RSA (Pty) Limited resolve that repayment shall be
effected, provided there are sufficient cash reserves available to do so and that prior approval has been obtained from the
Exchange Control Division of the South African Reserve Bank but in no case later than 30 June 2013. 
 
The fair value of the loan approximates its fair value at 31 December 2009. 
 
12            Cash at Bank 
 
Group 
 
                        31 December 2009  30 June 2009  
                        £'000             £'000         
 Bank balances          2,575             1,321         
 Bank deposit balances  9,929             13,651        
 Cash at bank           12,504            14,972        
 
 
13,651 
 
Cash at bank 
 
12,504 
 
14,972 
 
Included within the £9,929,406 bank deposit balances figure is an amount of £1,751,127 (ZAR 20,643,858) (30 June 2009:
£1,800,108 (ZAR 22,893,585)) represented by bank guarantees retained by the bank under fixed deposit (detailed below). This
is the only figure excluded from the above balances for analysing the movements of cash and cash equivalents in the cash
flow statement. 
 
Bank guarantees 
 
The indirect subsidiary Royal Albatross Properties 313 (Pty) Limited has a contingent liability of £1,326,999 (ZAR
15,643,858) in connection with its senior debt obligations. 
 
The subsidiary SAPSPV Holdings RSA (Pty) Ltd has a contingent liability of £424,128 (ZAR 5,000,000) in connection with
senior debt obligations of its associate Imbonini Park (Pty) Ltd. 
 
Company 
 
                            31 December 2009  30 June 2009  
                            £'000             £'000         
 Bank balances              116               144           
 Bank deposit balances      8,137             11,800        
 Cash and cash equivalents  8,253             11,944        
 
 
11,800 
 
Cash and cash equivalents 
 
8,253 
 
11,944 
 
13            Share Capital 
 
 Ordinary Shares of 1p each  As at 31 December 2009 & 30 June 2009 Number  As at 31 December 2009 & 30 June 2009 £'000  
 Authorised                  150,000,000                                   1,500                                        
 Issued                      62,292,810                                    623                                          
 
 
Issued 
 
62,292,810 
 
623 
 
The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote
per share at meetings of the Company. 
 
14            Share Premium 
 
 Company and the Group                   31 December 2009 £'000  30 June 2009 £'000  
 As at beginning and end of period/year  61,943                  61,943              
 
 
As at beginning and end of period/year 
 
61,943 
 
61,943 
 
15            Net Asset Value per Share 
 
Group 
 
                                                                   31 December 2009  30 June 2009  
 Net assets attributable to equity holders of the Company (£'000)  73,093            70,181        
 Shares in issue (in thousands)                                    62,293            62,293        
 NAV per share                                                     £1.17             £1.13         
 
 
62,293 
 
NAV per share 
 
£1.17 
 
£1.13 
 
The NAV per share is calculated by dividing the net assets attributable to equity holders of the Group by the number of
ordinary shares in issue. 
 
16            Loans from third parties 
 
Group 
 
                           31 December 2009  30 June 2009  
                           £'000             £'000         
 Loans from third parties  6,697             4,520         
 
 
Loans from third parties 
 
6,697 
 
4,520 
 
The loans from third parties are as follows: 
 
 Name                                        Interest Rate      31 December 2009  
                                             %                  £'000             
 Abbeydale Investment Holdings (Pty) Ltd *   -                  1,438             
 Sable Holdings Limited *                    -                  959               
 Abbeydale Investment Holdings (Pty) Ltd **  -                  744               
 Homa Adama Trust ***                        Prime Rate plus 3  1,579             
 Justin Nash ****                            -                  254               
 Barrow Construction (Pty) Ltd *****         -                  861               
 Group Five Construction (Pty) Ltd *****     -                  858               
 Other                                       -                  4                 
                                                                6,697             
 
 
861 
 
Group Five Construction (Pty) Ltd ***** 
 
- 
 
858 
 
Other 
 
- 
 
4 
 
6,697 
 
* in relation to their combined ownership of 25% of Crimson King Properties 378 (Pty) Limited and the Gosforth Business
Estate development 
 
** in relation to its 50% interest in Madison Park Properties 36 (Pty) Ltd and the Waltloo Industrial Park development 
 
*** in relation to its 50% interest in Madison Park Properties 40 (Pty) Ltd and the Brakpan development 
 
**** in relation to his prospective interest in Madison Park Properties 34 (Pty) Ltd and the Kyalami Residential Estate
development 
 
***** in relation to its 25% interest in Breeze Court 31 (Pty) Ltd and the Starleith development 
 
All of the above loans are unsecured and carry no fixed terms of repayment. 
 
The fair value of these loans approximate their carrying value at 31 December 2009. 
 
17            Trade and Other Payables 
 
Group 
 
                 31 December 2009  30 June 2009  
                 £'000             £'000         
 Other payables  2,347             676           
 
 
Other payables 
 
2,347 
 
676 
 
Company 
 
                 31 December 2009  30 June 2009  
                 £'000             £'000         
 Other payables  449               342           
 
 
Other payables 
 
449 
 
342 
 
18            Borrowings 
 
Current liabilities 
 
Group 
 
                     31 December 2009  30 June 2009  
                     £'000             £'000         
 Secured bank loans  7,574             6,242         
 
 
Secured bank loans 
 
7,574 
 
6,242 
 
Terms and debt repayment schedule: 
 
 Bank           Effective interest rate               Final Maturity date  31 December 2009  
                31 December 2009                                           £'000             
 Investec Bank  South African Prime Rate minus 0.85%  April 2010           5,153             
 Imperial Bank  South African Prime Rate              September 2010       2,421             
                                                                           7,574             
 
 
September 2010 
 
2,421 
 
7,574 
 
19            Contingent Liabilities and Commitments 
 
As at 31 December 2009 the Group has the following contingent liabilities and commitments: 
 
- contingent liabilities which have corresponding bank guarantees are detailed separately in note 12. 
 
- the indirect subsidiary Wonderwall Investments 18 (Pty) Ltd has a contingent liability to advance up to £129,862 (ZAR
1,530,932) being the balance under a Mezzanine Loan Agreement with Living 4 U Developments (Pty) Ltd to finance the African
Renaissance development. 
 
- the indirect subsidiary Business Venture Investments No 1269 (Pty) Limited ("BVI 1269") has a contingent liability to
issue 100 Preference Shares to its minority shareholders. The Preference Shares entitle their owners to the first ZAR 22
million of any and all dividends declared by BVI 1269. BVI 1269 shall not declare any dividends to Ordinary Shareholders
until the ZAR 22 million has been declared and paid in respect of the Preference Shareholders. 
 
-  The management agreement between the Group and its Investment Manager provides for a performance fee if the Net Asset
Value of the Group, as defined in the agreement, exceeds a specified hurdle.  Subsequent to 31 December 2009 the Group has
received a claim from its Investment Manager for payment of £5.083 million based on their own calculation that the hurdle
has been achieved.  The Directors, having engaged an independent accountant to look at the Investment Manager's
calculation, are of the opinion that the specified hurdle has not in fact been achieved and did not therefore made any
accrual for payment of the performance fee as at 30 June 2009. 
 
20            Related party transactions 
 
Parties are considered to be related if one party has the ability to control the other party or to exercise significant
influence over the other party in making financial or operational decisions. 
 
The Investment Manager, Proteus Property Partners Limited, is a related party by virtue of its ability to make operational
decisions for the Company. Fees for the period ended 31 December 2009 are disclosed in note 4. 
 
Brian Padgett is a director of some of the Group's subsidiaries in South Africa, the Investment Manager and of Silex
Management Limited, a company that provided administration services to the majority of the Group's South African
subsidiaries.  He is also a shareholder in Principle Capital Holdings S.A. the ultimate parent company of the majority
shareholder in the Investment Manager. 
 
During the period Abbeydale Construction invoiced Crimson King Properties 378 (Pty) Ltd £651,006 (ZAR 8,179,934) (30 June
2009: £214,899 (ZAR 2,733,068)) and Longland Investments (Pty) Limited £2,176,557 (ZAR 27,348,573) in relation to building
work. 
 
21            Post balance sheet events 
 
On 6 February 2010 Anglo Irish Bank Corporation (International) Limited ceased to be the cash custodian of the company. The
Company does not intend to appoint a new custodian. 
 
The preference shares for Business Venture Investments No 1269 (Pty) Limited (see note 19) were issued on 13 January 2010. 
 
Subsequent to 31 December 2009 agreements were signed for a sale of a further unit at the Kindlewood development (at a
price of ZAR 2,115,000) and a further two units have been leased on one year lease contracts (total rental income of ZAR
36,000 per annum). 
 
Subsequent to 31 December 2009 the Longpoint development (Longmeadow) in Fourways concluded lease agreements representing
21.6% of the total lettable space for terms ranging between two and five years. Total rental income of ZAR 2 million per
annum. 
 
Subsequent to 31 December 2009 Crimson King Properties 378 has been informed that it will be required to provide a
guarantee to the Ekurhuleni Metropolitan Municipality for a period of 12 months relative to the external services which
have already been installed. The guarantee value is expected to be no more than ZAR 500,000. The Ekurhuleni Metropolitan
Municipality still has to advise us of this figure. 
 
Agreement has been reached with our development partners on the Waltloo development which will see Abbeydale Construction
purchasing 50% of the site from Madison Park Properties 36 (Pty) Ltd (the development vehicle) at ZAR 450sqm so that
Abbeydale can conclude a develop and lease opportunity which SAPRO did not consider met certain return thresholds.
Approximate purchase value of ZAR 10 million. 
 
On 8 March 2010, Business Venture Investments No 1268 (Pty) Ltd (a wholly owned subsidiary), which will develop the
Emberton site, was issued notice from council informing it that 11,657sqm of land for a water storage facility will be
expropriated. The council will pay ZAR 9 million for the expropriated land (original cost ZAR 3.7 million). 
 
Subsequent to 31 December 2009 the Hughes development concluded leases on six units (33% of the park), for terms ranging
between six months and five years providing rental income of ZAR 1.7 million per annum and a sale of one unit (5% of the
park) for ZAR 4.4 million. 
 
City Power Johannesburg confirmed in a letter dated 24 March 2010 that it would be supplying part of the Lenasia site with
a bulk electricity supply.  This will cost ZAR 4 million, but will make a significant difference to the viability of the
development. 
 
This information is provided by RNS
The company news service from the London Stock Exchange