Professional Documents
Culture Documents
Annual Report
Contents Page
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14 - 20
21 - 25
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32 - 35
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37 - 47
48 - 91
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Board of Directors
e
1 Pierre Bezuidenhout
Director
2 Michelle Adelman
Director
3 Gulaam Husain Abdoola
Managing Director
4 Mokgadi K Nteta
Director
5 Ishmael Nshakazhogwe
Director
6 Peo Pillar
Director
7 Cuthbert M. Lekaukau
Chairman
Managing Director
Gulaam Husain Abdoola
Gulaam Abdoola is a founding member of Turnstar Holdings Limited
and Managing Director since the inception of the Company. He is
the Executive Chairman of GH Group, a group of companies with
businesses interests in property, retail, wholesale, restaurants, boutiques,
tyres, spare parts, and petroleum retail. He has served as Non-Executive
Director on various company Boards and as Chairman of Stanbic
Bank Botswana, McCarthy Retail Botswana (which comprises Game
Discount World, Bee Gee, Savelles, Happy Homes, Bears, Guys & Girls
and Bonus Building Supplies) and Prefsure Insurance. Mr Abdoola is
currently the Chairman of the Masiela Trust Fund.
Director
Peo Pillar
Peo Pillar graduated from the University of Botswana with a Bachelor
of Commerce (Accounting) in 1995 and attained ACCA qualifications
in 1998. In 2010 she completed an MBA in Financial Services through
the London School of Business and Finance. Ms Pillar holds various
professional memberships and is a Fellow Member of ACCA, Associate
Member of the Botswana Institute of Chartered Accountants (BICA)
and Alumni of UNISA. She is a qualified Chartered Accountant
with extensive experience in internal auditing, external auditing and
financial accounting; having worked in audit for five years and in
financial accounting for 13 years. She is currently the Chief Business
Risk Management Officer at Mascom Wireless.
Director
Pierre Bezuidenhout
Pierre Bezuidenhout has a BCom Hons and a BCom (Law) from Rand
Afrikaans University in South Africa. He has 22 years experience in
investment banking and is currently the Managing Director of Collectus
(Pty) Ltd.
Director
Michelle Adelman
Director
Mokgadi K Nteta
Mokgadi K Nteta has a BSc (Honours) degree in Applied Psychology
from the University of Wales Institute of Science and Technology,
an MBA in Human Resources from City University Business School
in London and is a Fellow of the CIPD and member of BOCCIM.
Her experience in HR spans over 20 years and she has worked
for Debswana, Barclays Bank of Botswana, Sefalana sa Botswana
and Kgalagadi Breweries holding a number of senior HR positions,
culminating in the post of Human Resources Director before forming
her own consultancy business. She has a number of business interests
and corporate directorships as well as serving society through various
charitable avenues.
Jacob Motlhabane
The former Managing Director, Mr Jacob Motlhabane, left the company
on the 31st May 2013.
Neill Armstrong
Mr. N W Armstrong resigned from the Board on the 16th April 2014,
subsequent to the period under review.
Directors Report
Dear Unit holders,
The year ended January 2014 has been an exciting year for Turnstar.
The company has repositioned itself in terms of management,
value, earning and growth potential.
Our results are impressive and speak for themselves. Turnstar is in
a favourable position due to its acquisition of Mlimani Holdings in
Tanzania.The results and benefits of this acquisition are reflected in
the financial statements.
There has been a change in management strategy under the
guidance of Mr Gulaam Abdoola. Increased focus has been placed
on controlling costs, and maximising income. Maintenance of the
properties has been prioritised, and as part of this strategy, special
emphasis has been placed on ensuring maximum value is derived
from funds spent on maintenance.
Turnstar is trading well below its N.A.V and we believe that in time
investors will recognise this and the price should improve based on
our consistent performance.
Growth in the property sector worldwide, is difficult to achieve.
Real profitable growth can be achieved in certain African countries.
However, these opportunities come with their own unique
challenges. Although there are many opportunities in Africa,
one has to be very careful about managing the potential risks.
Obtaining funding for projects in Africa is also accompanied by its
own challenges.
The year ending January 2014, has been an exciting year for Turnstar. The company
has repositioned itself in terms of management, value, earning and growth potential.
e
e
Directors Report
Geographic spread by value
entering into short term leases. The highest lease expiry percentage
is expected in 2016, comprising of leases in Mlimani offices, Game
City and Fairgrounds Office Park. The vast majority of these leases are
expected to be renewed.
Lease Expiry Profile
Directors Report
Property Expansion, Upgrading and Refurbishment
Botswana
The group posted pleasing results for the year, despite market
conditions.
Game City will be expanded by approx. 8,000 sq.m. The new area will
comprise of a food court and restaurants, fashion avenue, exhibition
area, entertainment and kids play area and a 3-level parkade. Major
refurbishment works of the existing shopping centre will include
upgrades to entrances, toilets, ceilings and floors. The works are
planned to commence shortly and be completed in 18 months.
Major works comprising repairs to roof leaks, replacement and
upgrading of sewerage pumps and a new CCTV system, were
completed at Game City.
Group Revenue
Group revenue increased by 16% from the prior year, to P223.1m. The
rental income from the companys Botswana portfolio increased by
10% whilst the rental income from the Tanzanian portfolio increased
by 25%
Tanzania
The Mlimani City retail Mall will be expanded by approx. 10,000 sq. m
with basement parking. Further additions include meeting rooms to the
Conference Centre of approx. 4,000 sq. m and two additional Office
Blocks of approx. 5,000 sq. m. Other ancillary works are a fenced and
developed Botanical garden with walkways, demarcated picnic areas
and admin block with ablutions. The work is planned to commence in
the third quarter of 2014 and take a period of 18 months.
Directors Report
Profits
The Groups Operating Profit increased by 26.9% from the
prior year, to P152 m.
The Groups Profit before Tax increased by P164.5% from the
prior year, to P383 m.
The Groups Profit after Tax increased by 137.4% from the prior
year to P312 m.
DISTRIBUTION
The full year distribution per linked unit increased by 6.5% from
the previous year to 17t per linked unit.
The Group distributed P97.3M for the year
Net Asset value per linked unit is up 29.4% from prior year to
P2.32 per linked unit.
Capital Management
USD 5.6 m of loans were repaid during the year, in accordance
with the terms of the loans, from cash reserves.
Interest and loan repayments on the USD loan facility are
made from USD rentals earned from the Groups Tanzanian
properties. Hence, there is no foreign currency exposure on the
loan and interest repayments.
The loan to value ratio (borrowings as a percentage of
investment property) is 19.5%. The interest cover ratio has
increased to 11.1 x.
Directors Report
Consolidated earnings and distribution for the year
Description
January 2014
(Pm)
Increase/
(Decrease)
223.1
192.3
16.0%
Botswana
128.2
116.4
10.2%
Tanzania
94.9
75.9
25.0%
(120.0)
(112.1)
7.0%
(87.0)
(85.4)
1.9%
(33)
(26.7)
23.6%
103.1
80.2
28.6%
48.9
52.1
(6.1%)
(12.5)
119.8
26.9%
(13.6)
(15.4)
(12.0%)
244.6
40.5
504.2%
Taxation
(70.8)
(13.3)
432.0%
312.2
131.5
137.4%
97.3
91.3
6.5%
10
Directors Report
Consolidated Balance sheet (extracts)
Description
Increase/(Decrease)
1,721.5
1,404.2
22.6%
Botswana
981.7
781.5
25.6%
Tanzania1
739.9
622.7
18.8%
90.2
76.3
18.1%
Current assets
93.3
100.3
(7.0%)
(336.1)
(341.7)
(1.6%)
(100.0)
(100.0)
(236.1)
(241.7)
(2.3%)
(215.1)
(128.8)
67.1%
(28.6)
(27.7)
3.1%
1,325.1
1,082.6
22.4%
19.5%
24.3%
(4.8%)
11.1x
7.5x
572.2
572.2
Property portfolio
Borrowings3
FNB Pula loan facility
Current liabilities
Linked unit holders interest (net asset value)
Loan to value (borrowings as a % of property value)
Interest cover ratio
1
2
3
4
Exchange rate used for conversion of foreign items is P1 = U$0.11 (FY13: P1 = U$0.14)
Comprises PPE, goodwill, deferred tax, operating lease asset
Borrowings are held at amortised cost
Net distributable income after expenses divided by finance costs
11
Corporate Governance
Turnstar strives to maintain a high standard of Corporate Governance
and is committed to the principles of transparency, accountability and
integrity. The Board of Directors continually endeavour to ensure
that the company policies on corporate governance meet best
practice. The Board has adopted charters for itself, in respect of the
Audit Committee and Asset Management Committee by adopting
the Botswana Stock Exchange Code of Best Practice on corporate
governance. The controls encompass responsibilities in compliance
with principles of good governance, accountability, arms length dealings
and the applicable law.
BOARD OF DIRECTORS
The Board of Directors during the year under review comprised
of nine Directors, who are independent, non executive Directors,
with the exception of the Managing Director. The Chairman of the
Board is a non- executive Director. The Board of Directors together
bring a wealth of expertise and experience from their varied fields
of operation and ensure that debates on matters of strategy, policy,
business development and performance are robust, informed and
constructive. The Board meets at least four times a year and is
responsible for, inter alia, reviewing and guiding corporate strategy,
acquisitions and performance. All non- executive Directors are subject
to retirement by rotation and re-election by shareholders periodically,
in accordance with the constitution of the company.
The number of Board Meetings held and the gross fees paid to the
executive Directors are as follows:
Board Meetings
C M Lekaukau
P Pillar
N W Armstrong
I Nshakazhogwe
M Nteta
P Bezuidenhout
M Adelman
G H Abdoola
12
Fees
178 000
164 000
152 000
128 000
164 000
126 000
138 000
50 000
1 100 000
Meetings Attended
9
9
8
6
9
7
8
3
The former Managing Director Mr. Jacob Motlhabane left the company
on the 31st May 2013.
Mr Gulaam Abdoola was appointed as the Managing Director on the
1st June 2013.
Mr Pierre Bezuidenhout and Mrs Michelle Adelman joined the Board
of Directors in April 2013.
Mr. N W Armstrong resigned from the Board on the 16th April 2014,
subsequent to the period under review.
BOARD COMMITTEES
Audit Committee
The Board has established an Audit Committee, which comprises of 2
non-executive Directors. The committee meets independently at least
twice a year.The external auditors, representatives of Management and
the Managing Director attend by invitation. The Committee is tasked
with planning the statutory annual audit and the mid - year review,
at which detailed risk assessments are performed. The Committee
reviews the Annual Financial Statements and makes recommendations
to the Board of Directors prior to their publication. The Committee
also receives a direct report from the external auditors on the results
and findings of the audit process.
Fees
23 000
33 000
16 000
8 000
80 000
Meetings Attended
2
3
1
2
Corporate Governance
The main responsibilities of this committee are to provide the Board
with the following:
additional assurance regarding the accuracy and reliability of the
Annual Financial statements,
satisfaction that appropriate financial and operating controls are in
place,
assurance that significant operating and financial risks have been
identified, evaluated and mitigated,
confirmation of compliance by the company with legal and
regulatory requirements, and
a review of the independence and performance of the companys
external auditors.
Considering the size and current structure of the company, a
dedicated internal audit function is not required at this stage.This need
is reviewed by the committee on a regular basis.
Human Resources Committee
The Human Resources Committee is responsible for reviewing the
remuneration policies of the company for approval by the Board and
is constituted of three non-executive Directors. The committee is
responsible for ensuring that the companys executives, management
and staff are rewarded equitably based on their contribution to the
company.
Fees
Meetings Attended
N W Armstrong
16 000
2
I Nshakazhogwe
80 000
7
M Nteta
48 000
6
M Alderman
32 000
4
G H Abdoola
16 000
2
192 000
C M Lekaukau
N W Armstrong
P Bezuidenhout
M Adelman
Fees
8 000
8 000
8 000
10 000
34 000
Meetings Attended
1
1
1
1
Directors Dealings
The company operates a policy of prohibiting dealings by Directors in
periods immediately preceding the announcements of its interim and
year end financial results, distribution notices and any period when
the company is trading under a cautionary announcement.
Company Secretary and Professional Advice
The Company Secretary acts as the secretary of the Board and
attends all meetings for the year. All Directors have unlimited access to
the services of the Company Secretary, who ensures compliance with
applicable procedures and legislation.
All Directors are entitled to seek independent professional advice
concerning the affairs of the company, at the companys expense.
13
Turnstar House
Salient information
Salient information
GLA (m2)
Lease/free hold
Independent valuers valuation
Leasehold
P11,400,000
GLA (m2)
Lease/free hold
Independent valuers valuation
Leasehold
P31,700,000
Cap rate
10%
Cap rate
9.5%
Tenancy
Multi-tenanted
Tenancy
Multi-tenanted
Occupancy
Major tenants
14
84.8%
P1 Various
Occupancy
Major tenants
87.6%
Nandos, Orange, Turnstar
Tapologo Estate
Citroen/Hyundai Warehouse
Salient information
Location
GLA (m2)
Lease/free hold
Independent valuers valuation
Salient information
Plot 13093,16397/8,
Tapologo Estate, Gaborone
4,472
Leasehold
P29,500,000
Location
GLA (m2)
Lease/free hold
Independent valuers valuation
Cap rate
8%
Cap rate
9%
Tenancy
Multi-tenanted
Tenancy
Single-tenanted
Occupancy
Major tenants
100%
Various
Occupancy
Major tenants
100%
Hyundai Automotive Botswanad
15
Salient information
Location
Salient information
Lease/free hold
Independent valuers valuation
9,375
Leasehold
P136,000,000
Location
Lease/free hold
Independent valuers valuation
51,116
Leasehold
P680,000,000
Cap rate
9%
Cap rate
8.25%
Tenancy
Multi-tenanted
Tenancy
Multi-tenanted
Occupancy
Major tenants
16
96.4%
Botswana Life, Momentum
Health, Botswana Insurance
Fund Manager, Botswana
Tourism Organisatio
Occupancy
Major tenants
99.9%
Game, Choppies, New Capitol Cinemas, Woolworths,
Edgars, Shoprite, Mr Price
Mogoditshane Townhouses
Salient information
Location
GLA (m2)
Lease/free hold
Independent valuers valuation
Salient information
Location
GLA (m2)
Lease/free hold
Independent valuers valuation
Cap rate
5%
Cap rate
12%
Tenancy
Multi-tenanted
Tenancy
Multi-tenanted
Occupancy
Major tenants
93.3%
Various
Occupancy
Major tenants
100%
Choppies
17
Salient information
Salient information
GLA (m2)
Lease/free hold
Independent valuers valuation
Leasehold
P93,300,000
Cap rate
9.5%
Tenancy
Multi-tenanted
Occupancy
Major tenants
18
100%
Game, Spar, Mr Price
GLA (m2)
Lease/free hold
Independent valuers valuation
4,403
Leasehold
US$ 3,500,000
Rent multiple
13
Tenancy
n/a
Occupancy
n/a
Major tenants
Various event
Salient information
Location
GLA (m2)
Lease/free hold
Independent valuers valuation
Salient information
Location
GLA (m2)
Lease/free hold
Independent valuers valuation
Cap rate
8.25%
Cap rate
9%
Tenancy
Multi-tenanted
Tenancy
Multi-tenanted
Occupancy
Major tenants
99.5%
Shoprite, Game, Mr Price,
Century Cinemax
Occupancy
Major tenants
100%
Vodacom Tanzania Head office Tanzania Investment Bank
Head office
19
Salient information
Salient information
GLA (m2)
Lease/free hold
Independent valuers valuation
Leasehold
US$ 4,800,000
GLA (m2)
Lease/free hold
Independent valuers valuation
75,969
Leasehold
US$ 4,000,000
Cap rate
10.5%
Cap rate
n/a
Tenancy
Multi-tenanted
Tenancy
n/a
Occupancy
n/a
Occupancy
Major tenants
20
100%
Various
Major tenants
Valuation Report
Executive summary
Scope of Work
To value on the basis of Market Value interest in the Property Portfolio as
at Valuation Date in accordance with your instruction.
Verification
We recommend that before any financial transaction is entered into based
upon this valuation, you obtain verification of the information contained
within our report and the validity of the assumptions we have adopted
Purpose of Valuation
Accounting Purposes
Publication
Neither the whole nor any part of our report nor any references thereto
may be included in any published document, circular or statement nor
published in any way without our prior written approval
Inspection Date
January 2014
Property Description
Valuation of Turnstar Holdings Property Portfolio
Valuation date
31 January 2014
Addressee:
Turnstar Holdings
1131-1137 Queens Road
Main Mall
Gaborone
Relevance
This report is only for the use by the addressee and no responsibility is
accepted from third parties for any part or the entire report.
Standards
The valuation report has been prepared in accordance with the
International Valuation Standards and Royal Institution Chartered
Surveyors Valuation Standards (Sixth edition), unless there are any
departures which will annexed to this report.
Market value (Aggregate)
P1,025,900,000 (One billion and twenty five million nine hundred
thousand pula)
Assumptions
we have assumed town and regional planning issues, state of repair and
condition of the property, soil + environment issues, tenure as per the
Deeds Registry office or as provided in the furnished title deed. Any
variation to the above might render the values in this report to be
incorrect, hence a reappraisal should be considered
Report Date
14 April 2014
Valuer
Yours faithfully
21
Valuation Report
Turnstar Holdings 31st January 2014
Property Lot No
Location
Name
Open Market
Value (P)
Gaborone
Lots 1131-1137
Gaborone
31 700 000
Lot 14444
Gaborone
Citroen Hyundai
Showroom
8 500 000
Farm Forest
Hill No. 9-Ko
Gaborone international
commerce park
Lot 66458
(Portion of
Portion 50676)
Gaborone
Fairgrounds Office
Park
Lots 13093,
16397 and 16398
Gaborone
Tapologo estate
Mogoditshane
Mogoditshane
23 800 000
Lot 904
Francistown
Nzano Shopping
Centre
93 300 000
11 400 000
136 000 000
29 500 000
11 700 000
Total
1,025,900 000
22
Basis of value
A statement of fundamental measurement principles of a valuation on
specified date.
Date of report
The date on which the valuer signs the report
Date of valuation
The date agreed with the client as being the date on which the value is
assessed. This date may be before, or the same as, the date of report but it
cannot be after that date.
Departure
Special circumstances where the member considers that it is inappropriate,
or impractical, for the valuation to be made wholly in accord with a practice
statement in these standards.
Depreciated Replacement Cost
The current cost of replacing an asset with its modern equivalent assets less
deductions for physical deterioration And all relevant forms of obsolescence
and optimisation.
Directors
The individual(s) responsible for the management of a company, firm or
entity. This also includes, where the context so admits, the corresponding
officers, charged with similar duties (for example trustees) of an undertaking,
enterprise or other organisation, which does not have directors
External Valuer
A valuer who, together with any associates, has no material links with the
client, an agent acting on behalf of the client, or the subject of the assignment..
Inspection
A visit to a property to examine it and obtain relevant information, in order
to express a professional opinion of its value. Unless otherwise agreed with
the client the term assumes that the member will inspect the property both
internally and externally, wherever access is possible. (see also survey).
Investment Value or Worth
The value of a property to a particular investor, or a class of investors, for
identified investment objectives. This subjective concept relates specific
property to a specific investor, group of investors, or entity with identifiable
investment or operational objectives and/or criteria.
Valuation Report
Market Rent (MR)
The estimated amount for which a property, or space within a property,
should lease on the date of valuation between a willing lessor and a willing
lessee on appropriate lease terms, in an arms length transaction, after
proper marketing wherein the parties had each acted knowledgeably,
prudently and without compulsion.
Market Value( MV)
The estimated amount for which a property should exchange on the date
of valuation between a willing seller in an arms-length transaction after
proper marketing wherein the parties had each acted knowledgeably,
prudently and without compulsion.
Member
A Fellow, Professional Member, Technical Member or Honorary Member
of the Royal Institution of Chartered Surveyors (RICS)
Method of valuation
A procedure or technique used to arrive at the value described by a basis
of value.
Open Market Value (OMV)
Its application provides the same result as Market Value.
facts that differ materially from those that exist at the date of valuation;
or + is one that a prospective purchaser (excluding a purchaser with a
special interest) could not reasonably be expected to make at the date of
valuation, having regard to prevailing market circumstances.
Special Property
Property that is rarely if ever sold in the market, except by way of a sale
of the business or entity of which it is part, due to uniqueness arising
from its specialised nature and design, its configuration, size, location, or
otherwise. Examples include refineries, power stations, docks, specialised
manufacturing facilities, public facilities, churches, museums.
Special Value
An amount above the Market Value that reflects particular attributes of an
asset that are only of value to a special purchaser.
Survey
An inspection of a property or land for the purpose of recording specific
information. Surveys may be required for a variety of purposes, such as to
assess structural condition, dimensions, soil condition, quality, etc.
Portfolio
A collection or aggregation of properties held by a single entity.
Synergistic Value
An additional element of value created by the combination of two or
more interests where the value of the combined interest is worth more
than the sum of the original interests. (May also be known as marriage
value).
Terms of Engagement
Written confirmation of the conditions that the member either proposes,
or that the member and client have agreed shall apply to the undertaking
and reporting of the valuations, appraisal or opinion of worth.
Property
All rights and interest in land (with and without buildings), plant & equipment
and wasting assets unless the context clearly implies a more restrictive
definition. The term applies also to other assets held as trading stock or
work in progress, when the valuation is for the purposes of inclusion of
a figure(s) in a financial statement. Property will include properties in the
appropriate context.
Third party
Any party, other than the client, who may have an interest in the valuation
or its outcome.
Report
The written means of providing the client with the valuation, appraisal, or
assessment of worth.
Special Assumption
An assumption that either: + requires the valuation to be based on
23
Valuation Report
agreed in the terms of engagement this will be provided after an inspection,
and any further investigations and enquires that are appropriate, having
regards to the nature of the property and the purposes of the valuation.
Worth
See investment value.
Written/in writing
Written verification including material transmitted by electronic means
SCOPE OF WORK
Sources of information
The valuation certificate report has been prepared in accordance With
the International Valuation Standards and Royal Institution Chartered
Surveyors Valuation Standards (sixth edition) unless there are any
departures which will be annexed to this report. Also the terms of
engagement, information supplied to us by yourselves, an inspection of
property and a research carried out in respect of tenure and current
market conditions.
Terms of engagement
The terms of engagement are as specified in the executive summary
under scope of work as follows;To value on the basis of Market Value the
interest in The Property as at Valuation Date.
Inspection
We undertook a visit to the properties to examine and then obtain
relevant information. We inspected the properties visually both internally
and externally. All measurements and areas that maybe quoted in our
report are approximate. We did not undertake a building, structural, soil
or any other specialist survey of the property. Standard fixtures and other
normal service installations including air-conditioning have been treated as
an integral part of the building, hence included in our valuation.
24
Valuation Report
Definitions of the above market value statements are as below
The estimated amount...
Refers to a price expressed in terms of money (normally in a local
currency) payable for the property in an arms-length market transaction.
MarketValue is measured as the most probable price reasonably obtainable
in the market at the date of valuation in keeping with the Market Value
definition. It is the best price reasonably obtainable by the seller and the
most advantageous price reasonably obtainable by the buyer.This estimate
specifically excludes an estimated price inflated or deflated by special
terms or circumstances such as a typical financing, sale and lease back
arrangements, special considerations or concessions granted by anyone
associated with the sale, or any element of Special Value.
...a property should exchange...
Refers to the fact that the value of a property is an estimated amount,
rather than a predetermined or actual sale price. It is the price at which the
market expects a transaction that meets all other elements of the Market
Value definition should be completed on the date of valuation.
...on the date of valuation...
Requires that the estimated Market Value is time-specific as of a given date.
Because markets and market conditions may change, the estimated value
may be incorrect or inappropriate at another time.The valuation amount
will reflect the actual market state and circumstances as of the effective
valuation, date not as of either a past or future date. The definition also
assumes simultaneous exchange and completion of the contract for sale
without any variation in price that might otherwise be made.
...between a willing buyer...
Refers to one who is motivated, but not compelled to buy. This buyer
is neither over-eager nor determined to buy at any price. This buyer is
also one who purchases in accordance with the realities of the current
market and with current market expectations, rather than on an imaginary
or hypothetical market which cannot be demonstrated or anticipated to
exist The assumed buyer would not pay a higher price than the market
requires. The present property owner is included among those who
constitute the market. A valuer must not make unrealistic assumptions
about market conditions or assume a level of Market Value above that
which is reasonably obtainable.
...a willing seller...
Is neither an over-eager nor a forced seller prepared to sell at any price,
nor one prepared to hold out for a price not considered reasonable in
the current market. The willing seller is motivated to sell the property
at market terms for the best price attainable in the (open) market after
proper marketing, whatever that price may be. The factual circumstances
of the actual property owner are not a part of this consideration because
the willing seller is a hypothetical owner.
...in arms length transaction...
Is one between parties who do not have a particular or special relationship
(for example, parent and subsidiary companies or landlord and tenant)
which may make the price level uncharacteristic of the market or inflated
because of element of Special Value. The Market Value transaction is
presumed to be between unrelated parties each acting independently.
...after proper marketing...
Means that the property would be exposed to the market in the most
appropriate manner to effect its disposal at the best price reasonably
obtainable in accordance with the Market Value definition. The length of
exposure time may vary with market conditions, but must be sufficient to
allow the property to be brought to the attention of an adequate number
of potential purchasers.The exposure period occurs prior to the valuation
date.
...wherein the parties had acted knowledgeably, prudently...
Presumes that both the willing buyer and the willing seller are reasonably
informed about the nature and characteristics of the property , its actual
and potential uses, and the state of the market as of the date of valuation.
Each is further presumed to act for self-interest with that knowledge,
and prudently to seek the best price for their respective positions in the
transaction. Prudence is assessed by referring to the state of the market
at the date of valuation, not with benefit of hindsight at some later date. It
is not necessarily imprudent for a seller to sell property in a market with
falling prices at a price which is lower than previous market levels. In such
cases, as is true for other purchase and sale situations in markets with
changing prices, the prudent buyer or seller will act in accordance with the
best market information available at the time.
...and without compulsion.
Establishes that each party is motivated to undertake the transaction, but
neither is forced or unduly coerced to complete it.
Market Rent
The estimated amount for which a property, or space within a property,
should lease (let) on the date of valuation between a willing lessor and a
willing lessee on appropriate lease terms in arms-length transactions after
proper marketing wherein the parties had acted knowledgeably, prudently
and without compulsion
25
The reports and statements set out below comprise the consolidated annual financial
statements presented to the shareholders:
Index
Page
General Information
Directors Responsibility and approval
Independent Auditors Report
Statements of Financial Position
Statement of Profit or Loss and Other Comprehensive Income
Statement of Changes in Equity
Statement of Cash Flows
Accounting Policies
Notes to the Consolidated Annual Financial Statements
Notice of the 2014 AGM
Form of Proxy
27
28
29
30
31
32 - 35
36
37 - 47
48 - 91
92
93
26
General Information
Country of incorporation and domicile
Botswana
Property Investment
Directors
C M Lekaukau (Chairman)
J M Motlhabane (Managing Director resigned on 31 May 2013)
G H Abdoola (Managing Director appointed on 1 June 2013)
N W Armstrong (resigned 16 April 2014)
I Nshakazhogwe
P Pillar
M Aldelman(appointed 2/4/ 2013)
P Bezuidenhout (appointed 2/4/13)
M Nteta
Plot 50370
Fairgrounds
Gaborone
Botswana
4th Floor,Turnstar House
Plot 1131/37, Queens Road
Main Mall
Gaborone
Botswana
P O Box 26012
Game City
Gaborone
Botswana
First National Bank of Botswana Limited
Barclays Bank of Botswana Limited
Exim Bank Tanzania Limited
Barclays Bank Tanzania Limited
Stannic Money Market Fund
African Alliance Botswana
Grant Thornton
Chartered Accountants
A member firm of Grant Thornton International
Leo Business Services (Proprietary) Limited
Grant Thornton Business Services (Proprietary) Limited
2000/5302
Botswana Pula P
Registered office
Business address
Postal address
Bankers
Investment Bankers
Auditors
Secretary
Transfer secretaries
Company registration number
Functional currency
27
Director
Place of signature
Gaborone
28
Director
Chartered Accountants
Grant Thornton
Acumen Park
Plot 50370 Fairgrounds
P. O. Box 1157
Gaborone Botswana
T: +267 395-2313
F: +267 397-2357
www.gt.co.bw
16 April 2014
Gaborone
Partners
Raja Ram
Rajesh Narasimhan*
(*Indian)
29
Note
ASSETS
Non-current assets
Investment property
4
Property, plant and equipment
5
Goodwill
6
Investment in subsidiary
7
Other financial assets
8
Deferred tax
10
Operating lease asset
11
Current Assets
Current tax receivable
28
Operating lease asset
11
Trade and other receivables
12
Cash and cash equivalents
13
Total Assets
Group Company
2014
2013
2014
2013
1721 543 918 1404 194 076 981 653 658 781480 702
4 418 957
4 662 180
1 436 342
1 606 762
55 172 085 49 565 565
-
-
- 198 399 518 198 399 518
-
- 356 922 311 345 742 124
4 131 919
1 668 720
4 131 919
1 668 720
26 449 748 20 436 694 21 089 380 13 438 970
1 811 716 627 1 480 527 235 1 563 633 128 1 342 336 796
2 057 548
2 325 082
606 970
340 700
5 144 173
4 733 819
2 638 963
4 610 328
11 836 387 10 324 840
7 899 643
7 965 026
74 239 026 82 936 100 66 040 234 69 451 972
93 277 134 100 319 841 77 185 810 82 368 026
1 904 993 761 1 580 847 076 1 640 818 938 1 424 704 822
30
Note
18
2014
2013
48 918 651
52 087 167
48 003 928
51 554 535
15 845 193
6 130 890
Operating profit
19
Finance Income
20
69 295
21
Finance costs
22
Taxation
23
428 908
76 195 398
20 448 628
20 637 082
29 265 321
(13 663 959 ) (15 869 309 ) (13 663 959 ) (15 869 309 )
383 010 709 144 821 291 311 977 458 110 228 492
(70 839 319 ) (13 315 104 ) (42 889 692 )
(3 208 398 )
312 171 390 131 506 187 269 087 766 107 020 094
21 031 036
operations
(120 021 705 ) (112 133 268 ) (86 970 583 ) (85 384 028 )
2013
223 103 272 192 296 474 128 192 965 116 364 311
2014
34 791 243
333 202 426 166 297 430 269 087 766 107 020 094
312 171 390 131 506 187 269 087 766 107 020 094
312 171 390 131 506 187 269 087 766 107 020 094
30
0.546
0.234
0.470
0.191
30
0.546
0.234
0.470
0.191
31
Stated capital
Linked unit
debentures
Total Stated
capital and
linked unit
Figures in Pula
debentures
Retained
earnings
Group
Opening balance at 01 February 2012
Foreign
currency
16 115 035 310 777 941 25 645 861 1 591 219 668 882 395
- 34 791 243
- 34 791 243
(2 764 983 )
(2 764 983 )
- (2 764 983 )
31 503 736
(5 055 118 )
5 055 118
(1 508 057 )
- 1 508 057
1 530 531
- (1 530 531 )
- 91 331 271
32
Stated capital
Linked unit
debentures
Total Stated
capital and
linked unit
Figures in Pula
debentures
Foreign
Retained
currency
earnings
346 420 555 286 076 802 632 497 357 34 791 243
19 753 571 347 336 795 46 703 290 1 568 745 1 082 651 001
- 21 031 036
- 21 031 036
- (1 568 745 )
retained earnings
- 97 266 113
- (44 055 826 )
1 568 745
346 420 555 286 076 802 632 497 357 55 822 279
14
14
14
15 030 521
25
33
Stated capital
Linked unit
debentures
Total Stated
capital and
linked unit
Figures in Pula
debentures
Company
Foreign
Retained
currency
earnings
Balance at 01 February 2012
- 16 115 035 310 777 941 25 645 861 1 591 219 668 882 395
- (2 764 983 )
- (1 508 057 )
- 1 508 057
- 1 530 531
- (1 530 531)
- 91 331 271
(2 764 983 )
(2 764 983 )
-
34
- (15 792 439 ) 31 503 736 21 057 429 (22 474 ) 354 491270
debentures
capital and
linked unit
Figures in Pula
debentures
Foreign
Retained
currency
earnings
reserve
Total equity
and reserves
- 1 568 745
- (1 568 745)
- 97 266 113
- 13 013 935 160 376 463 6 506 997 (1 568 745) 178 328 650
14
14
Sinking fund reserve is created by appropriating part of the operating profits of the properties.The fund is utilised towards major expenses of these properties. Fair Value
Reserve is the accumulated gain or loss arising from the movement in fair value of investment property net of tax. During the year the board of directors decided to not
have a seperate appropriation in reserve towards sinking fund since the company does repairs on a regular basis and any major improvements are always funded.The the
appropriation of sinking fund during the year was transferred back to retained income.
35
Figures in Pula
Note
2014
2013
2014
2013
27
28
74 132 705
20 448 628
(266 270 )
66 741 128
20 637 082
1 010 934
94 315 063
88 389 144
(202 680 )
(218 066 )
(51 670 ) (3 070 587 )
-
- (198 399 518 )
-
-
- (12 470 310 )
-
-
14
29
-
-
(39 629 309 )
(90 759 118 )
(13 663 959 )
36
317 745 018
-
211 975 049
-
(186 827 143 ) (39 629 309 )
(70 273 850 ) (90 759 118 )
(15 869 309 ) (13 663 959 )
Accounting Policies
1. Presentation of Consolidated Annual Financial Statements
The consolidated annual financial statements have been prepared on a going concern basis, in accordance with International Financial Reporting
Standards. The consolidated annual financial statements have been prepared on the historical cost basis, except for the measurement of investment
properties and certain financial instruments at fair value, and incorporate the principal accounting policies set out below. They are presented in the
groups functional currency, Botswana Pula.
These accounting policies are consistent with the previous period, except for the changes set out in note 2 Changes in accounting policy
Basis of consolidation
The Group financial statements consolidate those of the parent company and all of its subsidiaries as of 31 January 2014. The parent controls a
subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through
its power over the subsidiary. All subsidiaries have a reporting date of 31 January.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between
Group companies.Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment
from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency
with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiarys profit or loss and net assets that is not held by the Group.
The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based
on their respective ownership interests.
Business combinations
The group accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the
aggregate of the fair values of assets taken over, liabilities incurred or assumed and equity instruments issued. Costs directly attributable to the business
combination are expensed as incurred, except the costs to issue debt which are amortised as part of the effective interest and costs to issue equity
which are included in equity.
Contingent consideration is included in the cost of the combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or
equity which arise as a result of the contingent consideration are not adjusted against goodwill, unless they are valid measurement period adjustments.
The acquirees identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 Business combinations are
recognised at their fair values at acquisition date, except for non-current assets (or disposal group) that are classified as held-for-sale in accordance with
IFRS 5 Non-current assets held-for-sale and discontinued operations, which are recognised at fair value less costs to sell.
37
Accounting Policies
Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date.
On acquisition, the group assesses the classification of the acquirees assets and liabilities and reclassifies them where the classification is inappropriate
for group purposes.This excludes lease agreements and insurance contracts, whose classification remains as per their inception date.
Non-controlling interest arising from a business combination is measured either at their share of the fair value of the assets and liabilities of the acquiree
or at fair value.The treatment is not an accounting policy choice but is selected for each individual business combination, and disclosed in the note for
business combinations.
In cases where the group held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as at
acquisition date.The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an availablefor-sale financial asset, the cumulative fair value adjustments recognised previously to other comprehensive income and accumulated in equity are
recognised in profit or loss as a reclassification adjustment.
Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior to obtaining control, plus non-controlling interest
and less the fair value of the identifiable assets and liabilities of the acquiree.
Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently
reversed.
Goodwill arising on acquisition of foreign entities is considered an asset of the foreign entity. In such cases the goodwill is translated to the functional
currency of the group at the end of each reporting period with the adjustment recognised in equity through to other comprehensive income.
1.3 Significant judgements and sources of estimation uncertainty
In preparing the consolidated annual financial statements, management is required to make estimates and assumptions that affect the amounts
represented in the consolidated annual financial statements and related disclosures. Use of available information and the application of judgement is
inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the consolidated annual
financial statements. Significant judgements include:
38
Accounting Policies
Impairment Testing
The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair
values less costs to sell.These calculations require the use of estimates and assumptions. It is reasonably possible that the assumption by management
may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill and the assets.
The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be
recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows
are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared
of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and the assets are
inherently uncertain and could materially change over time.They are significantly affected by a number of factors including production estimates, supply
demand, together with economic factors such as exchange rates, inflation and interest rates.
Provisions
Provisions were raised and management determined an estimate based on the information available.
Taxation
Judgement is required in determining the provision for income taxes due to the complexity of legislation.There are many transactions and calculations
for which the ultimate tax determination is uncertain during the ordinary course of business. The group recognises liabilities for anticipated tax audit
issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that
were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
The group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary
differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the group to make significant
estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and
the application of existing tax laws.To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to
realise the net deferred tax assets recorded at the end of the reporting period could be impacted.
Contingent liabilities
Management applies its judgement to facts and advice it receives from its attorneys, advocates and other advisors in assessing if an obligation is probable,
more likely than not, or remote.This judgement application is used to determine if the obligation is recognised as a liability or disclosed as a contingent
liability.
Investment property is recognised as an asset when, and only when, it is probable that the future economic benefits that are associated with the
investment property will flow to the enterprise, and the cost of the investment property can be measured reliably.
39
Accounting Policies
Investment property is initially recognised at cost.Transaction costs are included in the initial measurement.
Costs include costs incurred initially and costs incurred subsequently to add to, or to replace a part of, or service a property. If a replacement part
is recognised in the carrying amount of the investment property, the carrying amount of the replaced part is derecognised.
Investment property is a property held to earn rentals and/or for capital appreciation, and are accounted for using the fair value model.
Investment property is valued annually and are included in the statement of financial position at their open market values.These values are supported
by market evidence and are determined by external professional valuers with sufficient experience with respect to both the location and the nature
of the investment property.
Any gain or loss resulting from either a change in the fair value or the sale of investment property is immediately recognised in profit or loss within
change in the fair value of the investment property
Rental income and expenses from investment property are reported within revenue and operating expenses respectively, and are recognised in the
statement of comprehensive income.
Fair value
Subsequent to initial measurement investment property is measured at fair value.
A gain or loss arising from a change in fair value is included in net profit or loss for the period in which it arises.
8 years
8 - 10 years
4 years
8-10 years
3 - 4 years
40
Accounting Policies
The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from
previous estimates, the change is accounted for as a change in accounting estimate.
The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset.
The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised.
The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal
proceeds, if any, and the carrying amount of the item.
1.6 Goodwil
Goodwill is initially measured at cost, being the excess of the cost of the business combination over companys interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities.
Subsequently goodwill, acquired in a business combination is carried at cost less any accumulated impairment.
Goodwill is assessed at each statements of financial position date for impairment.
The excess of the companys interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of the business
combination is immediately recognised in the statements of comprehensive income.
The excess of the companys interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of the business
combination is immediately recognised in the statements of comprehensive income.
Internally generated goodwill is not recognised as an asset.
1.7 Investment in subsidiary
Classification
The group classifies financial assets and financial liabilities into the following categories:
Held-to-maturity investment
Loans and receivables
Financial liabilities measured at amortised cost
Classification depends on the purpose for which the financial instruments were obtained / incurred and takes place at initial recognition.
Classification is re-assessed on an annual basis.
41
Accounting Policies
Initial recognition and measurement
Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments.
The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument
in accordance with the substance of the contractual arrangement.
Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured
at cost and are classified as available-for-sale financial assets.
Subsequent measurement
Dividend income is recognised in profit or loss as part of other income when the groups right to receive payment is established.
Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.
Held-to-maturity investments are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.
Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group
has transferred substantially all risks and rewards of ownership.
42
Accounting Policies
The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within
operating expenses.When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries
of amounts previously written off are credited against operating expenses in profit or loss.
Trade and other receivables are classified as loans and receivables.
1.9 Tax
Tax expenses
Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax
arises from:
a transaction or event which is recognised, in the same or a different period, to other comprehensive income, or
a business combination.
43
Accounting Policies
Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the
same or a different period, to other comprehensive income.
Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a
different period, directly in equity.
1.10 Leases
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating
lease if it does not transfer substantially all the risks and rewards incidental to ownership.
44
Accounting Policies
Each unit or group of units to which the goodwill is so allocated represents the lowest level within the entity at which the goodwill is monitored for internal
management purposes, and is not larger than an operating segment as defined by paragraph 5 of IFRS 8 Operating Segments before aggregation.
An impairment loss is recognised for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units.The impairment
loss is allocated to reduce the carrying amount of the assets of the unit in the following order:
first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and
then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit.
An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill
may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated.
The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset in prior periods.
A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in
profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase.
1.12 Stated capital and equity
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
1.13 Employee benefits
45
Accounting Policies
Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be
recognised when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation.The reimbursement shall
be treated as a separate asset.The amount recognised for the reimbursement shall not exceed the amount of the provision.
Provisions are not recognised for future operating losses.
1.15 Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for services provided in
the normal course of business, net of value added tax. Revenue is rental income from the investment properties and recoveries as per the terms of
contract. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.
Interest income is recognised, in profit or loss, using the effective interest rate method. Services and recoveries are recognised in accounting period in
which services are rendered.
1.16 Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of
that asset until such time as the asset is ready for its intended use.The amount of borrowing costs eligible for capitalisation is determined as follows:
Actual borrowing costs on funds specifically borrowed for the purpose of obtaining a qualifying asset less any temporary investment of those
borrowings.
Weighted average of the borrowing costs applicable to the entity on funds generally borrowed for the purpose of obtaining a qualifying asset.
The borrowing costs capitalised do not exceed the total borrowing costs incurred.
The capitalisation of borrowing costs commences when:
expenditures for the asset have occurred;
borrowing costs have been incurred, and
activities that are necessary to prepare the asset for its intended use or sale are in progress.
Capitalisation is suspended during extended periods in which active development is interrupted.
Capitalisation ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.
All other borrowing costs are recognised as an expense in the period in which they are incurred.
1.17 Translation of foreign currencies
46
Accounting Policies
47
3.
3.1 Standards and interpretations effective and adopted in the current year
In the current year, the group has adopted the following standards and interpretations that are effective for the current financial year and that are
relevant to its operations:
48
49
1 721 543 918
- 1 404 194 076
2014
2013
Valuation Impairment Carrying value Valuation Impairment
Carrying value
981 653 658
50
Group Company
Figures in Pula
2014
2013
2014
2013
Pledged as security
Carrying value of assets pledged as security:
Game City Shopping Centre, Portion 3 of Forest Farm Hill LA
975 KO
Nzano Shopping Centre, Lot 904 Francistown
Fairgrounds Office Park, Lot 50676, Gaborone
Lot 6670, Mogoditshane, Supa Save Mall, Gaborone
Lot 1131 - 1137,Turnstar House, Main Mall, Gaborone
Lots 16398 & 13093 Tapologo Estates, Gaborone
Lot 63 Commerce Park, Gaborone
Lot 1203 Mogoditshane Flats, Gaborone
Lot 14444 Hyundai, Gaborone
The property is pledged as security towards bank facilities as
detailed in Note 15
664 418 108 516 322 046 664 418 108 516 322 044
89 438 399 66 435 122 89 438 399 66 435 122
113 248 737 112 902 371 113 248 737 112 902 371
22 348 093 16 201 156 22 348 093 16 201 156
31 372 265 29 848 945 31 372 265 29 848 945
29 473 803 16 703 950 29 473 803 16 703 950
11 270 302 10 825 649 11 270 302 10 825 649
11 693 968
7 084 945 11 693 968
7 084 945
8 389 983
5 136 519
8 389 985
5 136 519
51
2014
2013
52
2014
2013
42 509 893
46 928 506
89 438 399
42 509 893
23 925 229
66 435 122
13 001 621
9 346 472
22 348 093
13 001 621
3 199 535
16 201 156
6 218 956
5 051 346
11 270 302
6 218 956
4 606 693
10 825 649
2014
2013
2014
2013
36 006 666
(4 634 401 )
31 372 265
36 006 666
(6 157 721 )
29 848 945
3 559 404
4 830 581
8 389 985
3 559 404
1 587 115
5 146 519
9 466 456
20 007 347
29 473 803
9 466 456
7 237 494
16 703 950
3 912 365
7 781 603
11 693 968
3 912 365
3 172 580
7 084 945
-
-
Turnstar Holdings Limited have occupied 285 sqm in Game City shopping complex, one of the properties for the purposes of centre management
office.The company has also occupied Unit No. 401 and 402 of Main Mall Property, Lot 1131-1137 towards their administrative purposes.The owner
occupied portion is not significant to the portfolio of investments held by the company and thus no transfer of the owner occupied portion has
been made to property, plant and equipment.
53
2014
2013
2014
2013
54
1 753 137 839 1 429 364 589 1 005 382 000 799 530 000
(31 593 921 ) (25 170 513 ) (23 728 342 ) (18 049 298 )
1 721 543 918 1 404 194 076 981 653 658 781 480 702
2014
2013
2014
2013
Opening
Additions
Foreign Depreciation Total carrying
carrying value
exchange
value
movements
Furniture and fixtures
2 150 748
58 334
114 056
(389 119 )
1 934 019
IT equipment
801 082
145 950
23 948
(274 251 )
696 729
Motor vehicles
63 550
-
-
(28 244 )
35 306
Office equipment
149 968
-
1 283
(22 053 )
129 198
Plant and machinery
1 496 832
482 337
109 612
(465 076 )
1 623 705
4 662 180
686 621
248 899 (1 178 743 )
4 418 957
55
2014
2013
2014
2013
Opening
Additions
carrying value
Furniture and fixtures
933 519
352 138
IT equipment
474 921
185 942
Motor vehicles
91 796
-
Office equipment
147 643
-
Plant and machinery
92 105
11 831
1 739 984
549 911
Additions
Foreign Depreciation Total carrying
through
exchange
value
business movements
combinations
1 000 000
164 948
(299 857 )
2 150 748
299 963
51 897
(211 641 )
801 082
-
-
(28 246 )
63 550
20 684
2 687
(21 046 )
149 968
1 524 236
269 289
(400 629 )
1 496 832
2 844 883
488 821
(961 419 )
4 662 180
Opening
Additions Depreciation Total carrying
carrying value
value
859 731
36 704
(108 717 )
787 718
506 705
11 069
(193 793 )
323 981
63 550
-
(28 244 )
35 306
131 722
-
(15 923 )
115 799
45 054
154 907
(26 423 )
173 538
1 606 762
202 680
(373 100 )
1 436 342
56
2014
2013
2014
2013
2014
2013
Cost Accumulated
Carrying value
Cost Accumulated Carrying value
impairment impairment
55 172 085
-
55 172 085 49 565 565
- 49 565 565
In the prior year the company acquired 100% of direct/indirect voting equity interest of Island View (Proprietary) Limited and its 100% whollyowned
subsidiary Mlimani Holdings Limited.
The goodwill of USD 6 146 170 (P 55 172 085) arising from the acquisition is attributable to acquired investment property from combining the
operations of the company with Island View (Proprietary) Limited and Mlimani Holdings Limited. Goodwill recognised is not expected to be
deductible for income tax purposes. Goodwill has been converted to functional currency of the group at closing exchange rate prevailing at the
of reporting period.
Impairment assessment on carrying value of goodwill
The group has allocated the carrying value of goodwill reported at P 55 172 085 (USD 6146 170) to the subsidiary, Mlimani Holdings Limited
acquired during the prior year. This subsidiary is the cash generating unit. For purposes of testing impairment on the carrying value of goodwill, the
group has considered 5 year budgeted cash flow projections of the subsidiarys operations to determine the value in use. These future cashflow
projections are prepared in functional currency of the subsidiary (United States Dollar).
The following are the key assumptions used in determining the value in use:
a) Rental income has been assumed to grow at a rate of 5-8% per annum, based on the contracted lease agreements with the tenants.
b) Operating expenses has been assumed to grow at 3%, based on the USD inflation rate
c) The management has considered a pre-tax cost of capital rate of 2.01%, which is LIBOR plus 1.85%.This discount rate is based on cost of capital
for borrowings obtained by the company from its bankers.
d) Residential and conference centre were not considered as part of the cashflow projections due to nature of the lease period, which in most cases
is 1 year.
Based on such cashflow projections, estimated recoverable amount from the value in use workings are higher than the carrying value of goodwill, thus,
there is no impairment of goodwill.
57
The company through its subsidiary Island View (Proprietary) Limited exercises control over its wholly owned subsidiary Mlimani Holdings Limited.
Consolidation of the subsidiaries are carried out at the ultimate parent level.
8. Other financial assets
Held to maturity
Investment in debentures - Mlimani Holdings Limited
-
- 356 922 311 345 742 124
These debentures are unsecured, repayable within 10 years from the
date of acquisition and carries interest at a rate equal to 6 months LIBOR
plus an margin of not less than 5.5%. The principal value of debentures
outstanding at 2014 USD 39 207 838 (2013: USD 42 896 635). During
the year the subsidiary paid USD 3 688 797 as principal.
Non-current assets
Held to maturity
58
2014
2013
2014
2013
Group - 2014
Trade and other receivables
Cash and cash equivalents
Group - 2013
Trade and other receivables
Cash and cash equivalents
Loans and
Total
receivables
11 407 799 11 407 799
74 239 026 74 239 026
85 646 825 85 646 825
Loans and
Total
receivables
10 044 884 10 044 884
82 936 100 82 936 100
92 980 984 92 980 984
59
Group Company
Figures in Pula
2014
2013
2014
60
2013
Total
356 922 311
7 684 232
66 040 234
430 646 777
Total
345 742 129
7 733 358
69 451 972
422 927 459
(15 985 881 )
818 303
(3 958 806 )
(20 407 552 )
(3 970 845 )
1 668 720
(41 836 061 )
Group Company
Figures in Pula
2014
2013
2014
2013
61
Group Company
Figures in Pula
2014
2013
2014
2013
62
Group Company
Figures in Pula
2014
2013
2014
2013
14. Stated capital and linked unit debentures
Reconciliation of number of shares and linked units
issued:
At the beginning of the reporting period
572 153 603 385 810 579 572 153 603 385 810 579
Issues of shares and linked unit debentures towards rights offer
Issues of shares and linked unit debentures towards discharge of
purchase
- 66 610 078
- 66 610 078
- 119 732 946
- 119 732 946
572 153 603 572 153 603 572 153 603 572 153 603
349 185 538 349 185 538 3 49 185 538 349 185 538
(2 764 983 ) (2 764 983 ) (2 764 983 ) (2 764 983 )
286 076 802 286 076 802 286 076 802 286 076 802
632 497 357 632 497 357 632 497 357 632 497 357
Issued
Stated Capital - 572 153 603 (2013: 572 153 603) Ordinary
shares of no par value
Share issue costs written off against stated capital
Linked unit debentures - 572 153 603 (2013: 572 153 603)
Linked unit debentures of 50 thebe each
The debentures carry interest at a rate which is linked to the dividend declared on the ordinary shares, and it becomes payable upon declaration
of dividends on shares.
Linked unit debentures are redeemable subject to approval of shareholders by a special resolution and with written consent of the creditors of
the company.
15. Borrowings
Held at amortised cost
First National Bank of Botswana Limited
The loan approved is for P 100 000 000 towards consolidation
of the overdraft and further loan requirements of the company.
Moratorium on capital repayments is provided until June 2013, the
loan was renegotiated during the year with moratorium period
extended upto June 2016, with interest being serviced monthly.
The loan is charged interest at prime less 2%. The loan has been
transferred to Barclays Bank of Botswana Limited effective 27
November 2013.
- 100 000 000
- 1 00000 000
63
Group Company
Figures in Pula
15. Borrowings (continued)
Barclays Bank of Botswana Limited
Term loan with a limit of USD33,500,000, Interest at USD LIBOR
plus 1.85% calculated on a 365 day basis and computed monthly in
arrears. USD 3,000,000 payable on signing the facility agreement and
18 installments of USD 401,875, payable monthly commencing 1
month after the first drawdown of the facility until the loan to value
(LTV) reduces to 70%. The balance to be paid as a bullet on the final
repayment date. During the year the company repaid USD 4 000 654
towards this facility. The loan is disclosed net of debt issue cost of P 3
546 107 (2013: P 4 249 627), which will be amortised over the balance
period of the loan. In the current period, an amount of P 703 520 (2013:
P 646 506) has been recognised as an expenses under finance costs.The
balance outstanding towards principal at the end of the year is USD 25
814 819 (2013: USD 30.5 million)
Barclays Bank of Botswana Limited
The company andBarclays have signed a facility letter on 30 October
2012, the interest rate is set at 2% below the prime rate per annum,
the monthly installment is set at P 1 388 889 payable over 72 months
commencing 12 months after the date of the first draw down.This term
loan was transferred from First National Bank of Botswana Limited on
the 27 November 2013.
2014
2013
2014
2013
236 148 458 241 710 088 236 148 458 241 710 088
336 148 458 341 710 088 336 148 458 341 710 088
Financial covenants that shall be maintained in accordance with the agreement are: Barclays USD33,500,000.00 Loan
Gross borrowing at the end of each relevant period shall not exceed 66% of Net tangible assets
The ratio of cash flow to debt service for each relevant period shall not fall below 1.5: 1
Net tangible assets shall at all times exceed BWP 500 million
Net Rental Income for the relevant period shall exceed 1.25 times Debt Service for such relevant period
The value of free hold and lease hold properties secured now or subsequently in favour of the bank pursuant to the security at all time
not exceed the Loan not more than 70% of the loan value.
64
2014
2013
2014
2013
65
Group Company
Figures in Pula
2014
2013
2014
2013
336 148 458
3 056 139
52 219
12 923 171
5 865 443
358 045 430
174 963 670
5 620 854
613 542
41 905 206
223 103 272
341 710 088 336 148 458 341 710 088
2 697 607
-
2 238 972
52 219
2 238 972
11 064 044
5 068 669
4 346 005
5 816 488
5 295 893
5 295 893
363 527 199 346 565 239 353 590 958
151 272 429 99 656 754 93 626 539
2 711 040
5 679 044
1 543 910
707 118
613 542
707 118
37 605 887 22 243 625 20 486 744
192 296 474 128 192 965 116 364 311
Rental income were pledged as security for loan availed from Barclays Bank of Botswana Limited as stated in note 15.
66
Figures in Pula
19. Operating profit
Operating profit for the year is stated after accounting for the following:
Group Company
2014
2013
2014
2013
16 182 174
14 303 527
8 995 003
8 086 596
403 155
752 187
2 176 659
1 946 303
1 178 745
12 803 144
1 561 855
1 067 299
1 508 895
(1 138 312 )
6 571 620
4 451 215
27 388 393
818 369
1 133 669
1 807 836
1 455 869
961 419
12 956 074
961 234
999 433
562 606
5 748 513
6 727 518
3 295 714
24 069 960
403 155
26 153
828 038
1 361 252
373 100
10 886 882
982 182
1 067 299
71 674
(910 705 )
4 356 183
2 426 130
16 018 071
741 006
14 046
974 604
12 794 004
351 288
11 180 008
914 284
999 433
28 185
4 550 837
4 955 198
1 939 494
14 782 964
92 794
(602 595 )
92 794
(602 595 )
(43 146 035 ) (48 277 957 ) (42 918 428 ) (48 277 957 )
34 160 473 29 735 039 34 160 473 29 735 039
-
69 295
69 295
244 605 155
-
244 605 155
-
428 908
428 908
20 379 333
69 295
20 448 628
20 208 174
428 908
20 637 082
31 065 321
(1 800 000 )
29 265 321
Impairment to investment property represents the reduction in fair value of certain properties as valued by an independent valuer, based on
market conditions.The reduction in value does not indicate cash loss to the company.
67
Group Company
Figures in Pula
2014
2013
2014
2013
22. Finance costs
Interest paid to First National Bank Botswana Limited
5 094 317
9 030 921
5 094 317
9 030 921
Interest paid to Barclays Bank of Botswana Limited
7 866 122
6 191 882
7 866 122
6 191 882
Amortisation of debt issue costs
703 520
646 506
703 520
646 506
13 663 959 15 869 309 13 663 959 15 869 309
23. Taxation
Major components of the tax expense (income)
Current
Foreign withholding tax - current period
1 760 577
-
-
-
Foreign withholding tax - recognised in current tax for prior
681 210
-
-
-
periods
2 441 787
-
-
-
Deferred
Originating and reversing temporary differences
68 397 532 13 315 104 42 889 692
3 208 398
70 839 319 13 315 104 42 889 692
3 208 398
Reconciliation of the tax expense
Reconciliation between applicable tax rate and average effective tax rate.
Applicable tax rate
22.00 %
22.00 %
22.00 %
22.00 %
Permanent disallowances
Fair value surplus considered for capital gains tax
Effects of different country tax rate
Withholdings tax on foreign dividends
(19.40)%
17.04 %
(1.78)%
0.64 %
18.50 %
(14.16)%
(1.68)%
0.89 %
- %
7.05 %
(21.99)%
12.74 %
- %
- %
12.75 %
(17.06)%
(2.03)%
-%
- %
2.91 %
In the prior year no provision for tax had been made as the group has no taxable income due to tax losses available for set off and tax incentives in
Tanzania for Mlimani Holdings Limited, as stated below.The estimated tax loss for the company in Botswana available for set off against future taxable
income is P16 488 216 (2013: P 7 585 096).
Mlimani holdings Limited has been granted strategic investors status by the Government of Tanzania under which, Mlimani Holdings Limited will start
paying corporation tax after recovery of its investment.The tax incentives granted by the Government of Tanzania to the subsidiary has remained in
force through for the reporting period.
24. Auditors remuneration
Fees
588 502
405 300
457 788
317 300
68
Group Company
Figures in Pula
2014
2013
25. Other comprehensive income
Components of other comprehensive income - Group - 2014
Gross
Exchange differences arising on translating of foreign operations
Exchange differences arising during the year
21 031 036
Components of other comprehensive income - Group - 2013
Gross
Exchange differences on translating foreign operations
Exchange differences arising during the year
34 791 243
2014
2013
Tax
Net
- 21 031 036
Tax
-
Net
34 791 243
69
Group Company
Figures in Pula
2014
2013
2014
2013
70
340 700
-
(606 970 )
(266 270 )
2014
2013
2014
2013
71
Group Company
Figures in Pula
2014
2013
72
2014
2013
36 070 179
-
14 070 114
22 991 923
-
16 950 000
-
77 974 649
22 991 923
11 887 971
70 000 000
77 974 649
-
40 878 679
23 513 850
34 199 719
41
59
100
38
62
100
2014
2013
2014
2013
Goodwill of P 42 762 109 (USD 6 146 170) arising from the acquisition consists largely of the synergies and economies of scale expected from
combining the operations of the entities.
Fair value of assets acquired and liabilities assumed as at the acquisition date 22 February 2012
Investment property
- 525 071 027
-
Property, plant and equipment
-
2 844 883
-
Operating lease asset
-
5 073 952
-
Trade and other receivables
-
8 485 425
-
Cash and cash equivalents
-
6 041 650
-
Deferred tax
- (64 505 466 )
-
Trade and other payables
- (9 271 820 )
-
Total identifiable net assets
- 473 739 651
-
Goodwill
- 42 762 109
-
- 516 501 760
-
-
73
Group Company
Figures in Pula
33. Business combinations (continued)
2014
2013
2014
2013
-
-
-
35 Commitments
Authorised capital expenditure
74
200 906
200 906
2014
2013
2014
Island View (Proprietary) Limited
Mlimani Holdings Limited
Affluence Agencies (Proprietary) Limited
AIDC (Proprietary) Limited
Auto City (Proprietary) Limited
B & T Traders (Proprietary) Limited
Blue Stone Holdings (Proprietary) Limited
Botswana Insurance Funds Management Limited
Botswana Life Insurance Limited
Boulavou (Proprietary) Limited
Cascadelle (Proprietary) Limited
CBD Filling Station (Proprietary) Limited
Consumer Industries (Proprietary) Limited
Damstock (Proprietary) Limited
Delta Cafe (Proprietary) Limited
Development Management Investment (Proprietary) Limited
Eleganza (Proprietary) Limited
Exim Bureau De Change (Proprietary) Limited
Exim Enterprises (Proprietary) Limited
Exponential Investments Limited
Fego (Proprietary) Limited
Finance House (Proprietary) Limited
G H Family Holdings (Proprietary) Limited
G H Investments (Proprietary) Limited
GH Group (Proprietary) Limited
Island View Distributors (Proprietary) Limited
Island View (Proprietary) Limited
Joes Filling Station (Proprietary) Limited
Kelsoft (Proprietary) Limited
Khumo Asset Management (Proprietary) Limited
Lion Motors (Proprietary) Limited
Maiteko Enterprises (Proprietary) Limited
Mlimani Holdings Limited
Notwane Industrial Estate (Proprietary) Limited
Opal Investments (Proprietary) Limited
Opal Investments (Proprietary) Limited
Petadco Paper Products (Proprietary) Limited
2013
75
Group Company
Figures in Pula
36. Related parties (continued)
Directors
Members of key management
76
2014
2013
2014
Sonat Investments (Proprietary) Limited
Stanbic Bank Botswana Limited
The Square Mart (Proprietary) Limited
Track Holdings (Proprietary) Limited
Tshesebe Investments (Proprietary) Limited
Uni Build (Proprietary) Limited
Whale Exim Industries (Botswana) (Proprietary) Limited
Zambezi Motors (Proprietary) Limited
Zambezi Transport and Engineering Services (Proprietary)
Limited
C M Lekaukau (Chairman)
G H Abdoola (Managing Director appointed on 1 June 2013)
I Nshakazhogwe
J M Mothlbane(Managing Director resigned on 31 May 2013)
M K Nteta
M R Adelman (appointed on 2 April 2013)
N W Armstrong (resigned 16 April 2014)
P J Bezuidenhout (appointed on 2 April 2013)
P Pillar
G H Abdoola
-
-
-
-
-
-
-
2013
47 763
-
47 763
-
45 283
47 763
45 283
47 763
- 356 922 311 345 742 124
- 198 399 513 198 399 513
- 555 321 824 544 141 637
-
5
5
Group Company
Figures in Pula
2014
2013
2014
Directors Fees
C M Lekaukau
G H Abdoola
N W Armstrong
I Nshakazhogwe
P Pillar
T Kgatlwane (representing BIFM)
T Moremong
M K Nteta
P J Bezuidenhout
M R Adelman
2013
5 664 721
8 879 006
53 571
26 786
116 750
26 786
4 177 216
18 944 836
7 294 055
11 466 576
5 399 895
69 252
34 626
150 923
34 626
24 449 953
(516 130)
(2 014 658)
(8 107 560)
(258 665)
(10 525 787) (10 897 013) (10 525 787) (10 897 013)
186 000
131 400
186 000
131 400
95 345
177 156
82 000
135 290
209 000
175 550
209 000
175 550
208 000
138 190
208 000
138 190
203 019
186 594
187 000
132 770
-
33 880
-
33 880
-
94 825
-
61 930
212 000
-
212 000
142 000
-
142 000
180 000
-
180 000
1 435 364
937 595
1 406 000
809 010
77
Group Company
Figures in Pula
36 Related parties (continued)
Legal and professional payments
Neil Armstrong
2014
206 074
2013
272 895
2014
206 074
2013
272 895
-
-
-
-
-
-
-
-
-
65 708 023
824 465
242 489
66 774 977
-
-
-
-
66 774 977
960 000
1 140 000
1 516 500
-
960 000
1 140 000
1 516 500
-
2 100 000
1 516 500
2 100 000
1 516 500
65 708 023
824 465
242 489
As permitted by the sale agreement dated 27 June 2011 entered with the sellers of Island View (Proprietary) Limited and Mlimani Holdings
Limited being GH Group (Proprietary) Limited and Associated Investment Development Corporation (Proprietary) Limited, the company
waived some of the conditions precedent after the sellers executed a deed of guarantee on 24 December 2011 in favour of the company
binding themselves jointly and severally irrevocably and unconditionally to Turnastar Holdings Limited, to pay to Turnstar Holdings Limited any
shortfall that occurs during the guarantee period ending 31 January 2023.The following are conditions precedent which were waived:
78
confirmation of the existence in terms of law and duration, to the satisfaction of Turnstar Holdings Limited, of the tax incentives and
exemptions granted to Mlimani Holdings Limited by the Government of Tanzania including
i. any amendments to the Performance Contract necessary to give effect to the tax incentives and exemptions and
ii. the registration of the Performance Contract as required by law.
proof of publication, to the satisfaction of Turnstar Holdings Limited, of the Government Notices confirming the existence in terms of law of
the tax incentives and exemptions granted to Mlimani Holdings Limited and the duration thereof; and
the written consent of the Minister of Finance and Development Planning for Botswana to the sale of the shares in Island View (Proprietary)
Limited by GH Group (Proprietary) Limited and Associated International Development Corporation to Turnstar Holdings Limited.
Figures in Pula
Group Company
2014
2013
2014
2013
2014
Directors fees
For services as directors
1 406 000
Total
1 406 000
2013
Directors fees
For services as directors
937 595
Total
937 595
79
Group Company
Figures in Pula
2014
2013
2014
2013
80
2014
2013
2014
2013
81
Group Company
Figures in Pula
2014
2013
2014
2013
7 498 827
5 816 488
-
-
29 043 506
-
-
2 238 972
3 243 213
5 295 893
-
-
9 643 887
-
-
-
4 166 667
-
5 068 669
52 219
At 31 January 2013
Due not more
Due after one Due after Due after one
than one
month but not three months
year
month
more than but not than
three months
one year
Borrowings
Trade and other payables
Security deposits
Retention
82
7 498 827
5 295 893
-
-
6 454 113
-
-
-
29 043 506
-
-
2 238 972
2014
2013
2014
2013
83
Group Company
Figures in Pula
38. Risk management (continued)
2014
2013
2014
2013
84
Group Company
Figures in Pula
2014
2013
2014
2013
38. Risk management (continued)
Credit risk
Credit risk consists mainly of cash deposits, cash equivalents, and trade debtors.The company only deposits cash with major banks with high quality
credit standing and limits exposure to any one counter-party.
Credit risk is the risk of financial loss to the Group if a tenant or counterparty to a financial instrument fails to meet its contractual obligations and
arises principally from the lease of office space to tenants.The Group has addressed this risk by developing a credit policy, which guides on what steps
to take when faced with such risk.
Financial assets exposed to credit risk at year end were as follows:
Financial instrument
Group - 2014
Group - 2013 Company - 2014 Company - 2013
Trade and other receivables
11 399 956 10 044 884
7 684 232
7 733 358
First National Bank of Botswana Limited
10 612 591 10 436 967 10 612 591 10 436 967
Barclays Bank of Botswana Limited
19 879 104 28 333 016 19 879 104 28 333 016
Exim Bank Tanzania Limited
6 572 013
5 844 652
-
Barclays Bank Tanzania Limited
1 551 225
7 563 497
-
Stannic Money Market Fund and African Alliance Botswana
35 547 262 30 678 823 35 547 262 30 678 823
Foreign exchange risk
The group operates within Sub-sahara Africa and is exposed to foreign exchange risk arising from various currency exposures, primarily with
respect to the US dollar, South African Rands and the Tanzanian Shillings. Foreign exchange risk arises from future commercial transactions,
recognised assets and liabilities and net investments in foreign operations.
The group owns Tanzanian subsidiary company which holds investment property in Tanzania and is accordingly exposed to foreign exchange
risk in respect of financial assets and liabilities that are not in the groups functional currency which is the Botswana Pula.The during the year the
group has not hedged the foreign exchange fluctuations arising from net investments in foreign operations.
Group
At 31 January 2014, if the currency had strengthened by 10% against the US dollar with all other variables held constant, pre-tax profit for the year
would have been P 20 357 155 (2013: P 19 886 705Nil) higher, mainly as a result of foreign exchange gains on translation of US dollar
denominated financial assets and borrowings.
At 31 January 2014, if the currency had weakened by 10% against the US dollar with all other variables held constant, pre-tax profit for the year
would have been P 24 880 967 (2012: P Nil) lower, mainly as a result of foreign exchange losses on translation of US dollar denominated financial
assets and borrowings.
Company
At 31 January 2014, if the currency had strengthened by 10% against the US dollar with all other variables held constant, pre-tax profit for the year
would have been P 12 180 644 (2013: P 11 435 565) higher, mainly as a result of foreign exchange gains on translation of US dollar denominated
financial assets and borrowings.
At 31 January 2014, if the currency had weakened by 10% against the US dollar with all other variables held constant, pre-tax profit for the year
would have been P 14 887 454 (2013: P 13 976 802) lower, mainly as a result of foreign exchange losses on translation of US dollar denominated
financial assets and borrowings.
85
Group Company
Figures in Pula
2014
2013
2014
2013
-
5 427 684
24 879 925
- 356 922 311 345 742 124
-
-
26 161 245 16 756 688 26 161 245
239 691 914 241 710 088 239 691 914 241 710 088
14 544 401
-
-
0.11
0.14
0.11
0.14
86
280 672 833
124 333 333
405 006 166
- 280 672 833
- 124 333 333
- 405 006 166
Figures in Pula
39. Fair value measurement (continued)
There were no transfers between Level 1 and Level 2 in 2013.
Group Company
2014
2013
2014
2013
87
Figures in Pula
Group Company
2014
2013
2014
2013
88
Group Company
Figures in Pula
2014
2013
2014
2013
39. Fair value measurement (continued)
Assumptions
Retail Commercial Residential
Average discount rate
8.25- 12%
9-10%
5-9.5%
Average occupancy rate
100%
96%
88%
Long-term revenue Growth Rate - As per valuation
6%
5%
6%
Long-term expenditure Growth Rate - As per Valuation
8%
8%
8%
Discounted cash flow period
5
5
5
Average lease period
2 - 25 Yrs
3-5 years
1-2 years
Average Escalation/ Rental- From MDA
8-9%
8-10%
9-10%
Current rental per Month (sqm)/(unit)
P84.314
P 80.62
P 5 388.45
Gross rental per Month (sqm)/(unit)
P 90.277
P 89.86
P 5 502.86
Market rental per Month (sqm)/(unit)
P 90.9737
P 76.90
P 5 858.25
Mlimani Holdings Limited
Mlimani Holdings Limited properties comprises of the following properties Retail, Office Park, Conference and Housing centre with there fair
values determined by independent valuers at USD 41 400 000, USD 29 600 000, USD 3 500 00 and USD 4 800 000 respectively. The fair values
of these properties are estimated using an income approach which capitalises the estimated rental income stream, net of projected operating costs,
using a discount rate derived from market yields implied by recent transactions in similar properties.The estimated market rental per square meter
used by the valuer in the projected cash flows are within the range of future contractual rent agreed by the company with its tenants.The estimated
rental stream takes into account current occupancy level, estimates of future vacancy levels, rental escalation as per lease agreements signed by the
tenants.
Assumptions
Income capitalisation rate
Discount rate
Average occupancy rate
Long-term revenue Growth Rate - As per valuation
Long-term expenditure Growth Rate - As per Valuation
Discounted cash flow period
Average lease period
Average Escalation/ Rental- From MDA
Average rental per Month (sqm)/(unit)
Market rental per Month (sqm)/(unit)
Gross rent per month (US$)
Retail
-
82.5%
90-100%
6%
7%
5 years
5 - 10 years
3-5%
USD 19.23
USD 21.62
-
89
Group Company
Figures in Pula
2014
2013
2014
39. Fair value measurement (continued)
The reconciliation of the carrying amounts of non-
financial assets classified within Level 3 is as follows:
Balance at 1 February 2013
1 404 194 076
- 781 480 702
- additions to investment property
51 670
-
51 670
- increase in fair value of investment property
265 123 155
- 220 639 286
- exchange differences on translating foreign operations
72 693 017
-
-
Balance at 31 January 2014
1 742 061 918
- 1 002 171 658
2013
90
Revenues from
external customers 128192 965 116 364400
Inter segmentrevenues
-
-
Total segment
revenues 128192 965 116 364400
Segment property
directand indirect
expenses
35047 763 33 807104
Segment
operating profit
93145 202 82 557296
Segment Assets 1085497 109 880 563180 819496 652 700 283896 1904 993761 1580847 076
Secondary segment - Operatingsegment
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
Figures in Pula Figures in Pula
Revenues
Retail
Retail
Commercial
Commercial
Consolidated
Botswana
Botswana
Tanzania
Tanzania Botswana
Botswana
Tanzania
Tanzania
Rental income from
externalcustomers 99635 180 87 621172 49747315 41 442714 28557 787 28743 228 45162 990 34489360 223103 272 192296 474
-
-
-
-
-
-
-
-
Inter segmental revenues
-
Total segmentrevenues 99635 180 87 621172 49747315 41 442714 28557 787 28743 228 45162 990 34489360 223103 272 192296 474
Segment expenses 29740 419 28 387163 14576505 18 754985 5307 344 5419 941 13907 339 3257863 63531607
55819 952
Segment operating profit 69894 761 59 234009 35170810 22 687729 23250 443 23323 287 31255 651 31231497 159571 665 136476 522
Reconciliation ofgroup net profitbefore tax
Total reporting segmentoperating profit
Professional fee towards acquisition
Salaries and wages
Loss onexchange difference
Profit on exchangedifferences
Fairvalue adjustments
Finance income
Otherincome
Sundryincome
Corporate expenses
Operatingprofit
Impairment of fair values
Finance costs
Group profitbefore tax
2014
159 571 665
-
- 12 803 144
- 34 160 473
43 146 035
244 605 155
69 295
3 652 581
2 120 035
- 9 526 480
396 674 668
-
- 13 663 959
383 010 709
2013
136 476 521
12 470 310
-12 956 074
-35 483 552
48 880 552
42 281 634
428 908
2 185 023
1 021 592
-7 873 689
162 490 605
- 1 800 005
-15 869 309
144 821 291
91
To receive, consider and adopt the Audited Financial Statements for the year ended 31 January 2014 together with the Report of Auditors to
the Board of Directors.
3.
4.
Cuthbert M Lekaukau
Mokgadi K Nteta
Who retire by rotation in terms of 63 of the Articles of Association and, being eligible, offer themselves for re-election.
5.
To approve the remuneration of the directors for the year ended 31 January 2014.
6.
To appoint Auditors for the ensuing year and authorize the directors to fix their remuneration.
7.
The answering by the Directors and Management of questions put by holders of linked units in respect of the affairs and the business of the
company.
A member entitled to attend and vote may appoint a proxy (who need not be a member of the company) to attend and vote for him/her on his/her
behalf. The instrument appointing such a proxy must be lodged at or posted to the registered office of the company not less than 48 hours before
the meeting.
By order of the Board
LEO BUSINESS SERVICES (PROPRIETARY) LIMITED
Company Secretaries
Gaborone.
12 June 2014
REGISTERED OFFICE:
Plot 50370, Acumen Park
Fairgrounds
P O Box 1172
Gaborone
92
Form of Proxy
I / We _____________________________________________________________________________________________________________
being a member of Turnstar Holdings Limited do hereby appoint
_____________________________________________________________ of ___________________________________________________
or failing him ___________________________________________________________________________
of ____________________________________________________________________________________ or failing him the
Chairman of the meeting as my/our proxy to attend, speak and vote for me/us on my/our behalf at the General meeting of members of the company to
be held on and at any adjournment thereof.
Signed this the ____________________________ day of _______________________ 2014.
Signature:
Name:
Capacity:
93
94
Notes
95
Notes
96
Headquarters
Turnstar House
1131-37 Queens Road, Main Mall
Gaborone, Botswana
Phone: (+267) 393 6105
Fax: (+267) 393 6169
E-mail: info@turnstar.co.bw
Website: www.turnstar.co.bw