Barinor Holdings (Pty) Ltd. Annual General Meeting Annual Report 2017

Transcription

1 Barinor Holdings (Pty) Ltd Annual General Meeting Annual Report 2017

2 TABLE OF CONTENTS Letter from the Executive Chairman 1 Circular to Shareholders 4 Corporate information and advisers 5 Important dates and times 5 Definitions 6 Notice of Annual General Meeting 7 Form of proxy 9 Social, Ethics and Transformation Committee 11 Financial summary 12

3 LETTER FROM THE EXECUTIVE CHAIRMAN (Die Afrikaanse weergawe is op die webtuiste beskikbaar) I am pleased to present our results for the year ended 30 June Much has changed since last year while much has remained the same. From a change perspective we said goodbye to Professor Willie Esterhuyse as our previous Chairman, but he will still be involved with Barinor as a Shareholder and member of the Social, Ethics and Transformation Committee and welcomed two new Directors, Piet Badenhorst and Greg Deans. A further change is that I have taken over the Chairman s portfolio and Riaan Gous is now the lead independent Director. As our main focus for the foreseeable future will be on our new property development, the appointment of these two new Directors strengthens the Board with their property knowledge. The Board is now in an excellent position to truly carry the property mantle forward as each are/were actively involved in property development namely: Riaan Gous Riaan has been involved with Barinor prior to the conversion of Oranje Benefit Society in 1997 and has been a Director since He is a qualified attorney and is a past Executive Director of the Arabella Group where he gained extensive experience in hospitality, wine farms and property development and is currently the Chief Operating Officer (COO) of a listed property company on the JSE. Jock Seeliger Jock is a Chartered Account and a founder member of Bridgeport Properties, a national property development company which also co developed The Vineyards Office Estate. He is also the Managing Director of RPP Developments. Piet Badenhorst Piet is a qualified attorney and specialises in the legal elements of property development. He has served on many Boards and non government organisations such as the Voortrekker Road Corridor Improvement District (VRCID) over the years. He is also the past Chairman of the Bellville Sakekamer and AHI Western Cape. Greg Deans Greg has extensive experience in the national and international property industries. He also has a strong background and exposure to investment banking thanks to his former position as Regional Manager of BoE. He later joined the Rabie Property Group and was active in establishing the Century City Centre and Hotel as well as the company, Century City Connect. The year under review was a successful one for Barinor notwithstanding turbulent economic markets which saw the Rand yo yoing according to political sentiments. I am proud to announce that Barinor made a net profit after tax of R8.296m. As a result thereof we again paid a dividend of 13 cents per share during February

4 LETTER FROM THE EXECUTIVE CHAIRMAN (continued) I will illustrate the position of Barinor by means of the following graphs: Net asset value per share (NAV) The net asset value per share has grown by 3.5% compared to the previous year. Barinor s share value has been growing amidst poor economic conditions. Earnings/(loss) per share (Cents per share) The earnings per share serves as an indicator of the company s profitability, and has increased compared to previous years s higher earning was due to the sale of three buildings in The Vineyards Office Estate Solvency (Total assets/liabilities) The solvency ratio shows the solvency of the business by calculating how many times the company s debt is covered by its assets. The higher this value is, the more secure the company is. A value of less than 1.00 means that the liabilities of the company exceeds its assets, which is a serious situation. 2

5 I will give brief feedback on an individual basis on all of our business activities: 1. PROPERTY PROPERTY MANAGEMENT: I am still proud to announce that our properties in The Vineyards Office Estate were fully tenanted during the period under review. PARK MANAGEMENT: This entity is still performing well and will soon expand with the new developments. PROPERTY DEVELOPMENT: The Site Development Plan for the Door de Kraal Development (now called Klein D Aria Estate ) has finally been approved. The development will comprise both residential and commercial units and will be phased over a period of five years. 2. INVESTMENTS Our share portfolios on the JSE have been performing as expected given the poor economic climate. 3. D ARIA WINE ESTATE HOSPITALITY: The hospitality industry in general is doing well and the guest cottages remain popular with an average occupancy of ±80%. WINE FARM: We have just finished the harvest and the grape yield is in line with previous years despite the drought. WINE CELLAR: The cellar has enjoyed its best year to date in wine sales and acquired the export canal for a well known sportsman. The D Aria wines are still receiving multiple local and international wine awards. 4. BROKERS Brokers are going from strength to strength and we are very proud of their performance. Thank you to my fellow Directors, management team and staff for your loyalty and support. Gerald Boshoff Executive Chairman 3

6 This circular is important and requires your immediate attention. Action required: 1. If you are in any doubt as to the action you should take or if you need information regarding the Annual General Meeting or how to complete the form of proxy, you are advised to contact the Company Secretary by telephoning This circular contains a form of proxy which should be completed and returned by you in accordance with the instructions contained in this circular. 3. If you are unable to attend the Annual General Meeting to be held at 11:00 on 15 June 2017 at the registered office, but wish to be represented thereat, you should complete and return the form of proxy to the registered office or post the form of proxy to PO Box 3556, Tyger Valley, 7536, or via to info@barinor.co.za to reach the Company Secretary by no later than 16:00 on 12 June 2017, in accordance with the instructions contained in the form of proxy. BARINOR HOLDINGS (Pty) LTD (Incorporated in the Republic of South Africa) (Registration number 1998/003570/07) ( the Company ) CIRCULAR TO SHAREHOLDERS regarding the authorisation and approval of various actions; the notice convening the Annual General Meeting; and the form of proxy Auditors Legal adviser to the Company C2M CHARTERED ACCOUNTANTS INC. EDWARD NATHAN SONNENBERGS INC. Date of issue: April

7 CORPORATE INFORMATION AND ADVISERS Company Secretary BC Lotter Registered office Barinor Holdings (Pty) Ltd Farm 3 The Vineyards Office Estate 99 Jip de Jager Drive Bellville, 7530 (PO Box 3556, Tyger Valley, 7536) Tel: Fax: Auditors C2M Chartered Accountants Inc. Tygerforum B 53 Willie van Schoor Drive, Tyger Valley, Bellville, 7530 (PO Box 3347, Tyger Valley, 7536) Tel: Fax: Directors of the Company GW Boshoff (Executive Chairman) GR Gous* JL Seeliger PJ Badenhorst* GW Deans* non executive * independent Legal advisers Edward Nathan Sonnenbergs Inc. 1 North Wharf Square Loop Street Cape Town, 8001 (PO Box 2293, Cape Town, 8000) Tel: Fax: IMPORTANT DATES AND TIMES Last date on which the form of proxy must reach the Company Secretary: 16:00 on 12 June 2017 Date on which the Annual General Meeting takes place: 11:00 on 15 June 2017 Note: The above dates and times are subject to amendment. Any amendments to the dates and times will be notified to Shareholders. 5

8 DEFINITIONS In this circular and any documents accompanying this circular, unless stated otherwise or the contents require otherwise, a reference to the singular includes the plural and vice versa, words denoting any gender include the other genders, words denoting natural persons include juristic persons and the following terms bear the meanings assigned to them below: Annual General Meeting means the Annual General Meeting of the Shareholders to be held at the registered office at 11:00 on 15 June 2017; Companies Act means the Companies Act 71 of 2008, as amended; Company Circular Company Secretary Director(s) or Board form of proxy registered office Shareholders shares Social, Ethics and Transformation committee MOI means Barinor Holdings (Pty) Ltd (registration number 1998/003570/07); means this Circular together with all its annexures; means BC Lotter; means the Directors of the Company from time to time; means the form of proxy attached to this Circular; means Farm 3, The Vineyards Office Estate, 99 Jip de Jager Drive, Bellville, 7530; means the Shareholders of the Company from time to time; means ordinary par value shares in the share capital of the Company; means the Social, Ethics and Transformation Committee of the Company, as constituted in accordance with the Companies Act; and means the Memorandum of Incorporation of the Company. 6

9 BARINOR HOLDINGS (PTY) LTD (Incorporated in the Republic of South Africa) (Registration number 1998/003570/07) ( the Company ) NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting will be held at the registered office of the Company on 15 June 2017 at 11:00, for the purposes of considering and passing the following resolutions and for transacting such other business as may be transacted at an Annual General Meeting. The Annual General Meeting is being called on 10 (ten) or more business days notice to the Shareholders, as contemplated in section 62(1)(b) of the Companies Act. Note that any Shareholder may raise any other matters not provided for below to be considered at the Annual General Meeting of the Company. Shareholders are advised that should they wish to raise any matter to be considered at the Annual General Meeting as aforesaid, they should provide the Company with timeous written notice of such matter(s) prior to the commencement date of the Annual General Meeting. Note that before any person may attend or participate in the Annual General Meeting, the Company requires the Shareholder or its proxy, as the case may be, to present satisfactory identification evidencing the rights of such person to participate in and vote at the meeting. 1. ORDINARY RESOLUTION NUMBER ONE RESOLVED that the audited annual financial statements of the Company and its subsidiaries, and the Director s report for the financial year ended 30 June 2016 are hereby confirmed. In order for ordinary resolution number one to be adopted, same must be approved by Shareholders holding at least 50% of the voting rights exercised thereon at the Annual General Meeting. 2. ORDINARY RESOLUTION NUMBER TWO RESOLVED that C2M Chartered Accountants Inc be appointed as auditors of the Company for the ensuing year, to hold office from the conclusion of the Annual General Meeting until the date of the next Annual General Meeting of the Company, at such remuneration as may be determined by the Board. In order for ordinary resolution number two to be adopted, same must be approved by Shareholders holding at least 50% of the voting rights exercised thereon at the Annual General Meeting. 3. ORDINARY RESOLUTION NUMBER THREE RESOLVED that all of the authorised but unissued shares in the company be and are hereby placed under the control of the Directors, who shall have a general authority to allot and issue all or part of such unissued shares in the company, in their sole discretion. 7

10 In order for ordinary resolution number three to be adopted, same must be approved by Shareholders holding at least 50% of the voting rights exercised thereon at the Annual General Meeting. 12. ORDINARY RESOLUTION NUMBER FOUR RESOLVED that each Director and the Company Secretary respectively be and is hereby authorised to do all things and sign all such documents as may be necessary or incidental to implement the resolutions passed at this Annual General Meeting, and that all actions already taken in this regard are hereby ratified. In order for ordinary resolution number four to be adopted, same must be approved by Shareholders holding at least 50% of the voting rights exercised thereon at the Annual General Meeting. By order of the Board BC Lotter Company Secretary 8

11 BARINOR HOLDINGS (PTY) LTD (Incorporated in the Republic of South Africa) (Registration number 1998/003570/07) ( the Company ) FORM OF PROXY Annual General Meeting of Shareholders Any Shareholder entitled to attend and vote at the Annual General Meeting to be held at the registered office of the Company at 11:00 on 15 June 2017, is entitled to appoint a proxy to attend the Annual General Meeting, who need not also be a Shareholder of the Company, to take part in discussions and to vote. A proxy may not delegate the authority granted to him/her/it as proxy. Should any member choose to appoint a proxy to attend the Annual General Meeting, this form of proxy must reach the Company Secretary at the registered office or PO Box 3556, Tyger Valley, 7536, or via to info@barinor.co.za, by not later than 16:00 on 12 June As registered holder of I of shares, (name in full) (pension number/holder number) (address) hereby appoint 1. or, failing him/her, 2. or, failing him/her, the Chairman of the Annual General Meeting or failing him, any Director as my proxy to vote for me and on my behalf at the Annual General Meeting or at any adjournment thereof. Please indicate with a cross in the appropriate block how you wish your votes to be recorded, otherwise the proxy may vote as he/she deems fit. 1. Ordinary resolution number one 2. Ordinary resolution number two 3. Ordinary resolution number three 4. Ordinary resolution number four For Against Abstain Signed at on this day of Signature Assisted by (where applicable) Authority of signatory to be attached if applicable See the next page for instructions 9

12 INSTRUCTIONS ON COMPLETING THE PROXY form 1. A deletion of any printed matter and the completion of any blank spaces need not be signed or initialled. 2. The Chairman of the Annual General Meeting shall be entitled to decline to accept the authority of the signatory unless the form of proxy is returned to the Company Secretary at the registered office or posted to PO Box 3556, Tyger Valley, 7536, or via to info@barinor.co.za, to reach the Company Secretary by no later than 16:00 on 12 June A Shareholder may insert the name of one or more proxies (who need not be a Shareholder) in the space provided, with or without deleting the words: the Chairman of the Annual General Meeting. The person, whose name appears first on the form of proxy and has not been deleted, will be entitled to act in priority to those whose names follow. In the event that no names are filled in, the form of proxy shall be exercised by the Chairman of the Annual General Meeting. 4. The completion and lodging of this form of proxy will not preclude the signatory from attending the Annual General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such signatory wish to do so. 5. If the signatory does not indicate how he/she wishes to vote in the appropriate place/s on the face hereof in respect of the resolutions, his/her proxy shall be entitled to vote as he/she deems fit in respect of the resolutions. 6. The Chairman of the Annual General Meeting may reject or accept any form of proxy which is completed other than in accordance with these instructions, provided that he is satisfied as to the manner in which a member wishes to vote. 7. If the shareholding is not indicated on the form of proxy, the proxy will be deemed to be authorised to vote the total shareholding. 10

13 BARINOR HOLDINGS (PTY) LTD (Incorporated in the Republic of South Africa) (Registration number 1998/003570/07) ( the Company ) SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE The Committee comprises: Piet Badenhorst (Chairman) Professor Willie Esterhuyse Welna Boshoff The Committee has the following functions: 1. To monitor Barinor s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to: 1.1 Social and economic development 1.2 Good corporate governance 1.3 The environment, health and public safety 1.4 Consumer relations 1.5 Labour and employment 2. To draw matters within its mandate to the attention of the Board as occasion requires. 3. To report, through one of its members, to Shareholders at the Annual General Meeting on matters within its mandate. Functioning of the Committee: The Committee convened meetings as prescribed and debated the proposals put forward in the draft King IV report. 11

14 FINANCIAL SUMMARY Barinor Holdings Proprietary Limited (Registration number 1998/003570/07) Audited consolidated financial statements for the year ended 30 June 2016 Group Figures in Rand Summarised Statement of Financial Position ASSETS Non current assets Investment properties Investment in joint ventures Other financial assets Other non current assets Current assets Inventories Loans to group company Cash and cash equivalents Other financial assets Other current assets Total assets EQUITY AND LIABILITIES Equity Share capital and premium Distributable reserves Non distributable reserve Non current liabilities Other financial liabilities Deferred taxation Current liabilities Other financial liabilities Bank overdraft Other current liabilities Total liabilities Total equity and liabilities Summarised Statement of Comprehensive Income Revenue Cost of sales ( ) Gross profit Other income Operating expenses ( ) ( ) Operating (loss)/profit ( ) ( ) Investment income Income from equity accounted investments Fair value adjustments Finance costs ( ) ( ) Profit/(loss) before taxation Taxation ( ) Profit for the year Basic earnings per share (cents) Net asset value per share (cents)

15 FINANCIAL SUMMARY Group Figures in Rand Summarised Statement of Changes in Equity Opening balance as previously reported Prior period adjustments Balance at the beginning of the year Profit for the year Revaluation of available for sale financial assets ( ) Deferred capital gains taxation on revaluation of available for sale financial assets ( ) Dividends declared ( ) ( ) Net shares issued Business combination Balance at the end of the year Summarised Statement of Cash Flows Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees ( ) ( ) Cash generated by/(used in) operations ( ) ( ) Interest received Finance costs ( ) ( ) Dividends received Taxation (4 684) (97 117) Net cash used in operating activities ( ) ( ) Cash flows from investing activities Purchase of property, plant and equipment ( ) Purchase of investment property ( ) Sale of property, plant and equipment Sale of investment property Net movement in financial assets Net cash from investing activities ( ) Cash flows from investing activities Proceeds from other financial liabilities Repayment of other financial liabilities ( ) Dividends paid ( ) ( ) Proceeds from loans from group companies Net cash used in financing activities ( ) Total cash movement for the period ( ) ( ) Cash at beginning of the period Total cash at the end of the period ( ) Basis of preparation These summarised consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards for Small and Medium sized Entities and the requirements of the Companies Act of South Africa, No. 71 of 2008, as amended. 13

16 Obtaining a copy of the audited consolidated annual financial statements A copy of the annual financial statements of the company may be obtained by the Shareholder, without charge, as follows: 1. By downloading a copy of the annual financial statements from the company s website, or 2. By requesting a copy of the annual financial statements from Barinor Holdings (Pty) Ltd by means of either: a. E mail to info@barinor.co.za; b. Post to Barinor Holdings (Pty) Ltd, PO Box 3556, Tyger Valley, 7536; or c. Facsimile to (021)

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