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PNG
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PNG - Pinnacle Point - Statement in relation to the listing of Pinnacle
on The Nigerian Stock Exchange and profit forecasts
PINNACLE POINT GROUP LIMITED
(Formerly Acc-Ross Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2000/000059/06)
Share code: PNG ISIN: ZAE000127122
("Pinnacle Point" or "the company")
STATEMENT IN RELATION TO THE LISTING OF PINNACLE ON THE NIGERIAN STOCK
EXCHANGE AND PROFIT FORECASTS
CHAIRMAN`S STATEMENT
As chairman of Pinnacle Point Group Limited ("Pinnacle Point") I am pleased
and humbled to announce that a leading leisure and lifestyle property
development group, Pinnacle Point is to list on the Nigerian Stock Exchange on
Wednesday 18 March 2009. The listing aims to give Nigerian investors an
opportunity to participate in Pinnacle Point`s prospects in all the countries
in which it operates, i.e. South Africa, Nigeria, Seychelles and Mozambique.
The Nigerian listing will result in Pinnacle Point being dual listed on the
JSE Limited and Nigerian Stock Exchange ("NSE").
Nigeria remains one of the most exciting countries in Africa for business.
Over the past five years Nigeria`s GDP has grown by an average of 7%. The non-
oil sector has been the main driver of the economy, contributing on average
75% of national output and growing faster than the oil sector.
The rationale for the dual listing includes granting Nigerian investors the
opportunity to participate in the exciting property development opportunities
in Nigeria, especially in view of the shortage of available prime residential,
leisure and commercial space, particularly in Lagos.
In Nigeria, the head offices of some of the largest international companies
are based in Lagos, as well as the country`s top financial, oil and telecoms
companies. Lagos is Nigeria`s commercial nerve centre and over the past 20
years the city has expanded into the country`s busiest banking and commercial
hub. It also offers the most sought-after areas to live in.
INCORPORATION AND HISTORY OF THE COMPANY
Pinnacle Point was incorporated as Le-Sel Investments Limited in 2000 and
changed its name to Acc-Ross Holdings Limited in 2005, pursuant to the
acquisition of two large developments through the acquisition of Accretio
Property Holdings (Proprietary) Limited and Gardner Ross Holdings Limited.
The company listed on the Alternative Exchange of the JSE in February 2006.
In October 2008, the Pinnacle Point group of companies was acquired, resulting
in an even larger group through a reverse listing, and the name of the company
was changed to Pinnacle Point.
The holding company for the Pinnacle Point group of companies was incorporated
on 12 December 2006 under the name Rowmoor Investments 680 (Proprietary)
Limited and changed its name to Pinnacle Point Investments (Proprietary)
Limited ("Pinnacle Point Investments") on the same date. Pinnacle Point
Investments was incorporated by IC Stratford, who originally owned 100% of the
shares in the company as a special purpose vehicle to facilitate the sale of
26% of Property Promotions and Management (Pty) Ltd ("PPM") interest in the
Pinnacle Point group of companies to the BEE Consortium headed up by Mr Polelo
Lazarus Zim.
The Pinnacle Point group of companies` history dates back to early 2000 when a
group of like-minded entrepreneurs agreed to join forces to create a property
development group focusing on the leisure market. Based in Cape Town, the
Pinnacle Point has since grown into one of the premier developers of golf,
lifestyle and residential estates in Africa.
The site that started it all for Pinnacle Point is the world-class Pinnacle
Point Beach and Golf Resort just outside Mossel Bay, located in the heart of
what has been dubbed the "Costa del Golf". The unique 400-hectare property
with four kilometres of dramatic cliffs and beaches was developed into a
residential golf estate adjacent to the Garden Route Casino. This development
received a number of awards including "top 10 new golf courses in the world"
and "best real estate development in South Africa".
Largely due to the success of Pinnacle Point Beach and Golf Resort, Pinnacle
Point has been able to capitalise on a number of other opportunities. There
are currently twelve developments in Pinnacle Point, four of which are
complete or nearing completion in terms of their construction. Construction on
a further three projects will commence during the 2009 financial year or
thereafter depending on demand and financing. During the past three years
sales in excess of R2 billion have been generated.Pinnacle Point Group Limited
is listed on the Alternative Exchange of the JSE.
DESCRIPTION OF THE BUSINESS
Pinnacle Point is a property development company that specialises in obtaining
rights to develop vacant land into prime residential and resort developments
throughout Africa and the Indian Ocean Islands. Key features of the
developments are family living, lifestyle, sports, golf, security and leisure.
Hotel, commercial and casino developments are a spin off on the larger
developments.
Pinnacle Point`s operations is made up of four separate divisions as follows:
The leisure resort developments division: which will undertake the development
of all leisure resort properties from conceptual design through to final
completion.
The residential developments division: which will undertake the development of
all residential properties from conceptual design through to final completion.
The retirement developments division: which will undertake the development of
all residential properties from conceptual design through to final completion
but with a retirement focus. Currently this function is outsourced to a joint
venture partner of the Pinnacle Point Group;
The commerical and retail property division: which will specialise in the
development, management and/or sale of the commercial properties in the
Group`s portfolio. This function is currently outsourced to a joint venture
partner of the Pinnacle Point Group.
Other activities in the Group include:
Sales and Marketing which covers.
The sale and marketing of its own developments.
The retention of the rights to the sale and marketing of any resale on all of
its own developments.
Golf Course ownership and management.
Pinnacle Point Group carefully selects projects based on feasibility criteria
that include:
- strategic fit with it`s business model;
- good profits to be realised after finance costs and taxation;
- internal rate of return of at least 30%;
- whether annuity income and second phase income potential exists;
- economic fundamentals such as supply and demand, as well as the ability
to deliver the project;
- capital and debt funding requirements;
- geographic location, environmental issues and the potential for
development rights.
Pinnacle Point mitigates development risk by:
- negotiating favourable payment terms on land acquired from land owners
and linking payments to the obtaining of approvals and sales performance;
ensuring that all necessary approvals are in place prior to committing to
development expenditure;
- conducting a detailed assessment of the prevailing relevant market
conditions and product demand and pricing parameters, pror to launching
the sales effort;
- ensuring that the necessary level of qualifying pre-development property
sales are in place to justify the level of borrowing required and equity
committed to develop the property in question.
FUTURE PLANS
Pinnacle Point has built up a very credible brand in SA and has set the
platform to do the same internationally in Lagos and Seychelles.
Pinnacle Point sees West Africa as a major growth point. The successful
delivery of its first development in Lagos will no doubt bring further
significant projects its way for many years to come. This equally applies to
the Seychelles Development. The Seychelles Government is intent on
capitalising on the natural beauty of the islands and building significant
tourism hot spots to increase revenue from the tourism sector.
In South Africa Pinnacle Point intends to capitalise on its strong asset base
when the market turns. Furthermore the Soccer World Cup and the strong demand
coming out of the emerging middle class will drive property prices beyond the
international norm over the next 5 years. Pinnacle Point is well positioned
to take advantage of that growth.
The investment by one of Pinnacle Point`s major shareholders has also opened
up new investment opportunities for the Group. They include:
A hospitality Joint Venture to develop Hotels and Conference facilities on
PPG`s resort developments, commencing with Pinnacle Point.
Investing in a well known international boutique hotel operator who will act
as operator for the hotels developed.
To partner them in their global expansion plan in providing the technical
knowhow and expertise for the developments they undertake.
Finally there are numerous development proposals coming Pinnacle Point`s way
due to its brand recognition. However timing is not right to pursue these
proposals at present, but this augers well for the future.
SHAREHOLDING STRUCTURE
The share capital of Pinnacle Point Group is set out below:
Authorised
10 000 000 000 (ten billion) ordinary shares of R0.0001 each.
Issued
4 579 782 814 ordinary shares of R0.0001 each 457 978
Share premium 2 434 500 592.
The major shareholders in the group are as follows;
Name No. of Shares %
Pinnacle Point Holdings (Pty) Ltd 1,432,332,668 31.14%
ABSA Bank Limited 1,259,673,700 27.39%
New Port Finance Company (Pty) Ltd 556,980,333 12.11%
Goldman Assets Management Limited 461,538,462 10.03%
Rakeen Developments PJSC (FSC) 400,000,000 8.70%
Historical and Forecast information on Pinnacle
Historical information
A summary of the historical financial information for AccRoss Holdings Limited
and its subsidiaries for the years endedFebruary 2006 to 2008 is set out
below. The annual financial statements were prepared in the manner required by
the Companies Act and in accordance with IFRS and were reported on without
qualification by Deloitte.
CONSOLIDATED BALANCE SHEET AT
29 FEBRUARY 2008
Notes 2008/02/29 2007/02/28 2006/02/28
R R R
Assets
Non-current assets
Property, plant and 4 699,889 994,588 1,219,802
equipment
Inventory / Freehold 5 144,388,948 94,536,260 196,643,322
land and stands
Goodwill 6 37,605,111 157,772,084 108,634,094
Loans and receivables 8 69,463,721 5,239,443 4,698,202
at amortised cost
Deferred tax assets 20 12,677,725 9,946,689 9,777,650
Total non-current 264,835,394 268,489,064 320,973,070
assets
Current assets
Inventory / Freehold 5 220,145,149 368,321,418 31,936,089
land and stands
Loans and receivables 8 35,085,281 16,378,170 9,651,385
at amortised cost
Trade and other 9 20,325,218 35,004,251 46,393,805
receivables
Cash and cash 30 82,215,604 1,638,036 11,191,531
equivalents
357,771,252 421,341,875 99,172,810
Non-current assets held 21 - 25 -
for sale
Total current assets 357,771,252 421,341,900 99,172,810
Total assets 622,606,646 689,830,964 426,285,905
Equity and Liabilities
Capital and reserves
Issued capital, share 10 437,773,968 280,600,194 167,043,256
premium and share-based
payment reserve
Accumulated (loss) / (143,864,607) (8,583,287) 9,278,274
profit
Equity attributable to 293,909,361 272,016,907 176,321,530
equity holders of the
parent
Minority interest 1,299,864 1,980,657 1,123,493
Total equity 295,209,225 273,997,564 177,445,023
Non-current liabilities
Borrowings 11 106,767,568 205,482,440 133,005,835
Finance lease 12 317,079 454,537 597,039
obligation
Deferred tax 20 22,868,017 41,149,512 19,815,967
liabilities
Total non-current 129,952,664 247,086,489 153,418,841
liabilities
Current liabilities
Trade and other 13 33,188,738 45,417,992 34,738,733
payables
Borrowings 11 110,036,309 74,396,014 28,914,204
Finance lease 12 158,102 137,504 109,261
obligation
Current tax payable 20 33,669,216 16,860,125 13,127,473
Provisions 14 20,392,392 31,935,276 18,632,370
Total current 197,444,757 168,746,911 95,522,041
liabilities
Total liabilities 327,397,421 415,833,400 248,940,882
Total equity and 622,606,646 689,830,964 426,385,905
liabilities
Notes Year ended Year ended Year ended
28/02/08 28/02/07 28/02/06
R R R
Revenue 15 215,984,119 154,890,863 189,027,031
Cost of sales 16 (193,319,900) (140,178,401) (157,894,533)
Gross profit 22,664,219 14,712,462 31,132,498
Other gains and 17 2,576,509 30,616,354 16,765,541
losses
Investment revenue 18 10,136,192 806,364 351,752
Marketing and sales (11,620,768) (10,705,793) (5,000,964)
expenses
Occupancy expenses (261,055) (571,036) (390,804)
Other expenses (152,699,420) (37,395,305) (23,964,250)
Finance costs 19 (6,585,904) (13,845,456) (9,762,229)
Loss before tax 22 (135,790,227) (16,382,410) 9,131,544
Income tax expense 20 (171,886) (734,375) 626,673
Loss for the year (135,962,113) (17,116,785) 9,758,217
Attributableto:
Ordinary shareholders (135,281,320) (17,861,561) 9,278,274
of the parent
Minority interest (680,793) 744,776 479,943
Loss per share
Basic loss (cents per 23 (10.61) (1.76) 1,50
share)
Diluted loss (cents 23 (10.61) (1.76) 1,24
per share)
Share capital Share Retained
premium earnings
R R R
Balance at 1 March 87,793 166,334,621 (3,468,453)
2006
Effect of changes 400 620,442 12,746,727
in accounting
policies and
correction of
errors
Restated balance at 88,193 166,955,063 9,278,274
1 March 2006
(Loss) Profit for - - (17,861,561)
the year
Issue of ordinary 16,550 98,824,452 -
shares in
settlement of
liabilities
Issue of ordinary 7,500 18,704,317 -
shares for cash
Share issue costs - (3,995,881) -
Acquired from - - -
minorities
Balance at 28 112,243 280,487,951 (8,583,287)
February 2007
(Loss) Profit for - - (135,281,320)
the year
Issue of ordinary 9,424 29,001,766 -
shares in
settlement of
liabilities
Allocation of 3,449 22,068,245 -
shares to staff and
directors for
services
Issue of ordinary 18,200 106,231,800 -
shares for cash
Share issue costs - (159,110) -
Acquired from - - -
minorities
Balance at 28 143,316 437,630,652 (143,864,607)
February 2008
Attributable Minority Total
to equity interest
holders of
the parent
R R R
Balance at 1 162,953,961 867,831 163,821,792
March 2006
Effect of 13,367,569 255,662 13,623,231
changes in
accounting
policies and
correction of
errors
Restated balance 176,321,530 1,123,493 177,445,023
at 1 March 2006
(Loss) Profit (17,861,561) 744,776 (17,116,785)
for the year
Issue of 98,841,002 - 98,841,002
ordinary shares
in settlement of
liabilities
Issue of 18,711,817 - 18,711,817
ordinary shares
for cash
Share issue (3,995,881) - (3,995,881)
costs
Acquired from - 112,388 112,388
minorities
Balance at 28 272,016,907 1,980,657 273,997,564
February 2007
(Loss) Profit (135,281,320) (680,793) (135,962,113)
for the year
Issue of 29,011,190 - 29,011,190
ordinary shares
in settlement of
liabilities
Allocation of 22,071,694 - 22,071,694
shares to staff
and directors
for services
Issue of 106,250,000 - 106,250,000
ordinary shares
for cash
Share issue (159,110) - (159,110)
costs
Acquired from - - -
minorities
Balance at 28 293,909,361 1,299,864 295,209,225
February 2008
Forecast information on Pinnacle and 2008 results
In addition, the actual results in accordance with IFRS for the new Pinnacle
group, a reviewed profit estimate for the year ended 28 February 2009 and
reveiwed forecast financial information for Pinnacle for the years ending 28
February 2010 and 2011 is set out below:
FORECAST FORECAST ESTIMATE ACTUAL
Reviewed Reviewed Reviewed
2011 2010 2009 2008
R`000 R`000 R`000 R`000
Revenue 3,175,193 737,079 98,836 57,814
Cost of sales (1,697,579) (447,585) (64,319) (41,866)
Gross profit 1,477,614 289,494 34,517 15,948
Other gains and losses 123,400 13,000 40,118 37,155
Marketing and sales (268,726) (70,379) (8,365) (2,610)
expenses
Other operating (71,467) (52,205) (43,315) (92,602)
expenses
Finance costs - - (4,445) (14,858)
Profit (loss) before 1,260,821 179,910 18,510 (56,967)
tax
Income tax (expense) / (207,148) (32,727) (2,865) 6,785
income
Profit (loss) for the 1,053,673 147,183 15,645 (50,182)
period
Attributable to:
Minority interest 517,024 66,808 762 -
Ordinary shareholders 536,649 80,375 14,883 (50,182)
of the parent
Earnings per share:
Basic earnings/(loss) 11.67 1.75 0.40 (3.93)
per share (cents)
Diluted earnings (loss) 11.67 1.75 0.40 (3.93)
per share (cents)
Weighted average shares 4,599,378 4,599,378 3,704,805 1,275,558
in issue (`000)
Weighted average shares 4,599,378 4,599,378 3,704,805 1,275,558
in issue for dilution
(`000)
In terms of IFRS3 - Business Combinations the acquisition by the former Acc-
Ross Holdings Limited group of various companies of the former Pinnacle Point
group on 1 November 2008 has been accounted for as a reverse acquisition. As a
result Pinnacle Point Investments and its subsidiaries ("PPI Group") are
treated as the acquiring entity. Accordingly, the historical results presented
for the year ended 29 February 2008 are those of PPI Group.
The profit estimate and profit forecasts have been reviewed by Mazars Moores
Rowland. The review report is available for inspection at the company`s
registered office.
The basis and key assumptions on which the profit forecasts for the years
ending 28 February 2010 and 28 February 2011 have been prepared are set out
below.
The following major bases and assumptions, which are outside the control of
the directors, have been included in the profit forecasts:
1. Interest rates are expected to decrease during the 2009 year which should
improve sales.
2. Trading conditions are expected to improve from the second half of the
2009 year onwards.
3. There will be no material change to the business of the Pinnacle Point
Group or the manner in which it conducts its business.
4. There will be continuity in the Pinnacle Point Group`s management and
trading policies.
These have been successful and are expected to remain so in the future.
The following major bases and assumptions, which are within the control of the
directors, have been included in the profit forecast:
5. Forecast revenue for the year ending 28 February 2009, 28 February 2010
and 28 February 2011, is based on an estimate of revenue from contracts
that are currently in the sales pipeline as well as the directors of the
Group`s best estimates based on historical experience and future
expectations of property trends and prices.
6. Gross profit percentages are development specific and have been forecast
per development based on the Group`s best estimates based on historical
experience and future expectations of property trends and prices.
7. Operating costs have been forecast taking into account factors such as
historical trends, inflation, assumed growth of the business and
improvements in infrastructure.
8. It was considered that no impairment of goodwill in the profit estimate
and forecasts in the years ending 28 February 2009, 28 February 2010 and
28 February 2011 was necessary. The allocation of the purchase price in
terms of IFRS 3: Business Combinations will be allocated in the next
couple of months and may result in the amount allocated to goodwill being
split between goodwill and intangible assets if any are identified. This
will result in an increase in intangible assets which will be amortized
over their estimated useful lives.
9. Commission has been calculated at 5% on all sales.
10. Taxation has been provided for at 28% for local developments and at 15%
for the Nigerian development.
11. Provision has been made for the minority share of profit in respect of
the 26% of the shares in Wedgewood that have been ceded to Nedbank
Limited to be held on behalf of Sangena Property Investments
(Proprietary) Limited until the development debt in respect of Wedgewood
has a been expunged.
12. Lagos Keys development is to come on line in 2009, bringing revenue into
the forecast from January 2010.
13. The Group`s effective interest in the Lagos Keys development will be
45.9%, although Pinnacle controls the development. Provision in the
forecast has therefore been made for the minority share of profits of an
effective 54.1% in this development.
14. In line with the group`s accounting policies, project finance costs are
is capitalised into the cost of the development, which cost is then
expensed through cost of sales.
15. Anticipated results from the two primary segments are set out below.
2011 2010
NIGERIA SOUTH NIGERIA SOUTH
AFRICA AFRICA
R`000 R`000 R`000 R`000
Revenue 3 035 233 139 960 451 183 285 896
Cost of Sales 1 608 739 88 840 239 578 208 006
Gross Profit 1 426 494 51 120 211 605 77 889
Other Income 123 400 13 000
Operating 304 331 35 861 75 847 46 738
Expenses
Overheads 61 513 9 954 14 277 21 477
Marketing 91 057 18 909 13 529 13 729
Costs
Commissions 151 762 6 998 10 482 11 532
Operating 1 122 163 138 659 135 758 44 151
Profit
Finance Cost
Profit before 1 122 163 138 659 135 758 44 151
Taxation
Taxation 168 324 38 824 20 364 12 363
Profit after 953 839 99 835 115 394 31 789
Taxation
Minority 516 027 997 62 428 4 380
interest
Attributable 437 812 98 838 52 966 27 409
Earnings
PROFILES OF DIRECTORS
The name, age, qualification, nationality, occupation and business address of
each of the directors of Pinnacle Point Group are below:
Business
Name Age Qualification National- Address Function
ity
Polelo 48 BCom (Hons), South 135 West Street, Non executive
Lazarus Zim Mcom, Dcom African Sandton Chairman
Ivor 62 B Com South 7 Bishops Court Non executive
Charles CTA African Drive, Bishops Deputy
Stratford CA(SA) Court Chairman
Wilfred 53 B Com South 1st floor, MH Chief
Robinson B Acc African House, Capricorn Executive
CA(SA Road, Officer
Paulshof Ext 40
Steven 46 B Com South 1st Floor, Chief
Kruger B Com (Hons) African Travers House, Operating
CA(SA) BoundaryTerraces, Officer
1 Mariendahl
Lane,
Newlands
Khehla 53 B Com, South Wananchi Leisure, Independent
Samuel Management African 58 8th Avenue, Non executive
Mtembu Highlands North director
Ragavan 44 Masters South 135 West Street, Non-executive
Moonsamy degree: African Sandton Director
Political
Science (USA)
Bright 47 Masters South 90 Ascot Ride, Non executive
Igbinedion degree: African Saddlebrooke Director
Political Estate, Kyalami
Science (USA)
Adegboyega 44 D.Phil, LL.M., Nigerian 2a Osborne Road, (Alternate)
Oluwarotimi LL.B(Hons.) Ikoyi, Lagos, Non executive
Austen- Nigeria Director
Peters
Yvonne 43 National South 5 Squires Walk Independent
Thato diploma in African Paulshof Non executive
(Thabiso) accounting, Director
Moerane National
higher diploma
in
taxation, MBA
Andrew Vusi 48 Honours South The Oval Office Non executive
Fasedemi degrees in African Park, Willowmore Director
Economics, Building, cnr
Communications Sloane &
and Politics Meadowbrooke
Street, Bryanston
Curriculum Vitae
Polelo Lazarus Zim
Mr Polelo Lazarus Zim is the Executive Chairman of Afripalm Resources, and a
director of various other entities in the Afripalm group of companies. He is
also Chairman of Kumba Iron Ore Limited, Mvelaphanda Resources Limited and
Northam Platinum Limited and a director of, inter alia, Sanlam Limited and
Trans Hex Group Limited. Mr Zim is the former Managing Director of MTN
International, where he led all MTN operations outside South Africa including
the establishment of MTN in Nigeria.
From 1994 to 2001 he held several positions in the pay television group, MIH,
where he ended up as Chief Executive of MIH SA, responsible for M-Net,
SuperSport, Multichoice SA (DSTV) and Oracle Air Time Sales. Mr Zim is
currently an entrepreneur based in South Africa, from where he pursues and
develops business opportunities primarily in resources, property development
and ICT. He also provides strategic advice to companies on doing business in
Africa. He was voted the African Business Leader of the Year in 2005.
Ivor Charles Stratford
Mr Stratford is a qualified Chartered Accountant and ex-partner of Deloitte.
For the past fifteen years he has been involved in property development,
mainly in the tourism industry throughout South Africa. He was responsible for
the design and development of all five casinos in the Gold Reef Casino Group.
In addition, he has developed a number of hotels including the Blue Lagoon
Beach Hotel in East London. He also pioneered time share selling in South
Africa. He has guided the strategy of the Pinnacle Point Group since its
inception.
Wilfred Robinson
Mr Robinson was appointed Chief Executive Officer of Acc-Ross on 22 June 2006.
He is a Chartered Accountant who started and developed his career in the
financial services sector. He has a number of finance and management related
qualifications and gained experience in a number of disciplines during his
banking career. He worked in branch banking for Barclay`s Bank and for the
bank`s training centre as a Trainer, Manager Strategic Planning, Manager
Strategic Marketing, Senior Manager Group Finance as Barclay`s Bank`s
commercial financial manager, Deputy Treasurer Allied Bank Limited, General
Manager Group Finance of ABSA Bank Limited and finally Chief Executive Officer
of ABSA Private Bank. Wilf joined Barclays Bank in South Africa in 1973 and
retired in 2006 from ABSA Bank Limited.
Steven Kruger
After completing his articles with KPMG and qualifying as a Chartered
Accountant, Mr Kruger decided to pursue a career in commerce with Irvin &
Johnson Limited, a company then listed on the JSE and specialising in the Food
Processing and Distribution Industry. He was with the Irvin & Johnson Group
for fourteen years and during his tenure was promoted to the position of Group
Financial Director. He then joined the Pep Limited Group, an Apparel Retailer
and Manufacturing Group as Director of Finance and Information Technology.
Whilst at the Pep Limited Group, Mr Kruger also filled the post of Managing
Director of Pep Clothing, one of the largest clothing manufacturers in South
Africa, for a period of one year. As part of Mr Kruger`s undergraduate studies
he successfully completed a course in Real Estate Economics and has also
completed a Retail Strategic Planning Course at Babson College in Boston,
United States of America. Mr Kruger joined the Pinnacle Point Group effective
1 December 2005 as Financial Director and was promoted to the position of
Chief Operating Officer in October 2007.
Khehla Samuel Mtembu
Mr Mtembu was appointed non-executive director of the Issuer in October 2005.
He holds a BCom degree from the University of South Africa. In July 2003, he
was appointed as Group Executive Director of Old Mutual South Africa in
Gauteng and in July 2004 was appointed Head of Public Affairs. He resigned
from Old Mutual during 2007 to pursue his own business interests in the
leisure sector and has recently been appointed as Group Executive Director of
Tourvest Limited.
Ragavan Moonsamy
Mr Moonsamy is currently managing director of Unipalm Investment Holdings
(Proprietary) Limited, a broad-based group with a 15% shareholding in Afripalm
Resources (Proprietary) Limited. He was a founding member of Kascara Financial
Investment Brokers in 1987. Since 1994, he has played a leading role in
various empowerment initiatives. He serves on a number of boards such as
Growthpoint Properties Limited, Draft FCB Advertising, Afripalm Resources
(Proprietary) Limited and Sahara Computers (Proprietary) Limited.
Bright Igbinedion
Mr. Igbinedion controls ten companies operating primarily in the construction,
motor, engineering and trading sectors. He is a previous director of Okada Air
Nigeria and is a current member of the governing council of the Igbinedion
University, Nigeria. In addition, he is the Chairman of Coral Oil and Gas, one
of Nigeria`s leading petroleum sector companies. Mr. Igbinedion is a highly
successful businessman based in Nigeria with interests in South Africa. He is
the joint venture partner of Lagos keys development and has been, and will
continue to be, instrumental in the formulation and rollout of the Issuer`s
business activities in Nigeria and the rest of West Africa.
Adegboyega Oluwarotimi Austen-Peters
Dr Austen-Peters obtained an LL.B (Hons) from the London School of Economics
and Political Science, University of London in June 1985. In 1986 he was
called to the Nigerian Bar Council for Legal Education, Lagos - Nigeria. In
June 1987 he obtained a LL.M. from Magdalene College, University of Cambridge
and in September 1998 he obtained a D.Phil (doctorate in law: custody of
financial assets) from Pembroke College, University of Oxford. On 16 January
2004 he was sworn in as a Notary Public of the Federal Republic of Nigeria.
From September 1987 to September 1991 he worked as an Officer at the Centre
for Human Rights - United Nations Office at Geneva. From November 1991 to
September 1994 he worked as a Senior Associate for Irving & Bonnar. From March
to September 1999 he worked as a Legal Consultant for African Development
Bank. From November 1999 to the present date, he has been the Principal
Partner at Austen Peters & Co where he provides advice to Nigeria`s National
Pension Commission, Securities and Exchange Commission, Bureau of Public
Enterprises, banks, fund managers and stock broking firms and various general
commercial enterprises.
Yvonne Thato Moerane
Ms Moerane is currently the Managing Director of Khulumanjalo Group
(Proprietary) Limited. She has a National Diploma in Accounting from the
University of Johannesburg (previously Technikon Witwatersrand), a National
Higher Diploma in Taxation from the University of South Africa (previously
Technikon Southern Africa) and a MBA from Duke University (USA). She is a DBA
(Doctorate in Business Administration) Candidate with Instituto de Empresa
Business School in Madrid, Spain. In 1988, she joined Randfontein Estates Gold
Mining Company as a Supervisor in the accounts department. In 1993 she
transferred to the JCI Limited accounts department where she worked as an
Accounting Assistant until 1995. In 1995, she started her own information
technology company called Ideal Data CC which later merged with five other
companies and became Kwetliso Holdings (Proprietary) Limited. Between 1999 and
2001 she worked as a financial and taxation consultant.
Between 2001 and 2006 she was the Managing Director of Black Information
Technology Empowerment Company Limited ("Blitec") which is an investment
holding company that was started by the Black Information Technology Forum in
1997. Thabiso has served on the boards of Sentech and, more recently, as chair
of Data Pro Group Limited (now Vox Telecom) and is a non-executive director of
Securedata Limited.
Andrew Vusi Fasedemi
Mr Fasedemi graduated from the University of Lagos with a triple Honours
degree in Economics, Communications and Politics and his working career spans
South Africa and Nigeria. He worked for Cadbury Nigeria as a Brand Manager and
Senior Brand Manager for their largest brand and he worked for LenOil, the
largest independent oil company in Nigeria, as Global Corporate Affairs
Manager. In 1995, he joined the second largest public relations company in
South Africa, Sussens Mann as Accounts Director and later that year started a
marketing consultancy, within the Group, Sussens Mann Fasedemi, of which he
was the Managing Director. In 1997, he took over the public relations
consultancy within the Leo Burnett Group as Chief Executive Officer and within
one year was appointed Managing Director of the largest company within the
Group, Sonnenberg Murphy Leo Burnett. A year later, Mr Fasedemi took over as
Group Chief Executive and was subsequently given additional responsibility as
Regional Managing Director for seven sub-Saharan African countries. He started
the Business Marketing Consultancy - Wisdom Keys Group in 2001 and three years
later he started Wisdom Keys Investment Holdings. Mr Fasedemi is currently the
Executive Chairman of Wisdom Keys and drives new business development and
acquisition. He has been Deputy Chairman of the Advertising Association of
South Africa, President of the Direct Marketing Association and Director of a
number of other companies and has advised corporates and organisations such as
NEPAD, COMESA, MultiChoice, South African Post Office, Coca Cola, McDonald`s,
Department of Transport, M-Net, Central Energy Fund, Nampak, MARS Africa, SA
Tourism, Gauteng Tourism amongst many others.
SENIOR MANAGEMENT OF PINNACLE POINT GROUP
The name, age, qualification, nationality, occupation and business address of
each of the senior management of Pinnacle Point Group are set out below:
Business
Name Age Qualificat National Address Function
ion ity
David Paul 55 National South 1st Floor, Sales &
McGregor Diploma in African Travers House, Marketing
Public Boundary Terraces Executive
Administra 1 Mariendahl
tion 1972 Road,
Newlands, Cape
Town
Lance 63 Qualified British 1st Floor, Developmen
Kinnear as an Travers House, ts
architect Boundary Terraces Executive
in 1965 in 1 Mariendahl
the UK Road,
Newlands, Cape
Town
Madeleine 35 B Rek South 1st Floor, Financial
du Plessis B Rek African Travers House, Executive
(Hons) Boundary Terraces
CA(SA) 1 Mariendahl
Road,
Newlands, Cape
Town
Erika 33 B Rek South 1st Floor, MH Financial
Rossouw B Rek African House, Capricorn Executive
(Hons) Road,
CA(SA) Paulshof Ext 40
CIMA
Wayne 37 A class South 1st Floor, Golf
Krambeck PGA African Travers House, Executive
profession Boundary Terraces
al 1 Mariendahl
Road,
Newlands, Cape
Town
Curriculum Vitae
David Paul McGregor
Mr McGregor spent twelve years as the head of personnel recruitment of a large
corporation. He ran his own business for a further thirty years which offered
services in respect of the promotion and organisation of all major motor
racing events in South Africa (Formula One Grand Prix, Motor GP, Paris - Le
Cap, Grand Prix Masters). He was involved in the handling of sponsorship sales
and marketing and promotion of the events. Mr McGregor was responsible for
sponsorship procurement for the 1997 World Cup of Golf in South Africa and the
SA Open Golf Tournament from 1998 to 2002. He has recently successfully
negotiated the hosting rights for the Pilsner Urquell Shootout in 2007 through
2010 at the Pinnacle Point Golf course.
Lance Kinnear
Mr Kinnear started his career with Selsick Wolpe and Partners Architects in
1966, the name of which later changed to Selsick Kinnear Mitchell (now SKM
Architects). In 1988, he started his own practice called Lance Kinnear
Architects in Gauteng through which he was responsible for the design and
creation of Sun City, under the direction of Sol Kerzner, and the majority of
the Southern Sun Hotels such as Elangeni and Maharani. Furthermore, under the
direction of Ivor Stratford he was responsible for the design and creation of
the Gold Reef Casino and Hotels. Mr Kinnear joined the Pinnacle Point Group as
a director of Developments (Architect and Developer) in May 2005.
Madeleine du Plessis
Ms du Plessis is a qualified Chartered Accountant and served her articles with
Ernst & Young (Cape Town) from January 1996 to October 2000 during which
period she became a Corporate Audit Manager. In November 2000, Ms du Plessis
was transferred to Ernst & Young in London where she acted as a Financial
Services Executive for the period November 2000 to March 2002 and as a
Corporate Finance Executive in the Strategic Financial Services Department
from April 2002 to March 2003. Thereafter she returned to Cape Town and joined
the Pinnacle Point Group in 2003 as Financial Executive.
Erika Rossouw
After completing her articles with Arthur Andersen and qualifying as a
Chartered Accountant, Ms Rossouw joined the University of Pretoria as a
lecturer. She then joined PriceWaterhouseCoopers as a Corporate Finance
Manager based in Papua New Guinea for just less than three years. Upon
returning to South Africa she joined ABSA Bank Limited as a Corporate Asset
Finance Consultant. She then moved into commerce and joined Marsh Inc as the
Financial Controller for Africa. Ms Rossouw joined Acc-Ross in January 2008 as
Head of Finance and Operations. Ms Rossouw is also qualified as an Associate
Chartered Management Accountant with the Chartered Institute of Management
Accountants in London.
Wayne Krambeck
Mr Krambeck has had various management roles at some of the most prestigious
Golf courses and estates in South Africa and internationally. They include
eight years at Fancourt, five years with a Malaysian Group, running Pecanwood
Golf & Country Club for three years and thereafter their Mines Golf Club in
Malaysia for two years and two years at Steenberg Golf Estate. Other
leadership roles include four years on the Board of Directors of the
Professional Golfers Association of South Africa and serving as Chairman of
the Professional Golfers Association of Gauteng.
GROUP STRUCTURE
The group structure of the Pinnacle Point Group can be found on the company`s
website at www.pinnaclepointgroup.co.za
SALIENT DATES AND TIMES
The company intends listing on the Nigerian Stock Exchange from commencement
of business on Tuesday, 17 March 2009. These dates and times are subject to
amendment. Any such amendment will be released on SENS and in the Nigerian
press.
Mr Polelo Lazarus Zim
Chairman
16 March 2009
Designated Financial Advisor Stockbroker to the NSE
Advisor: Listing
Goldman Asset Management Capital Assets
Arcay Moela Limited
Sponsors
(Proprietary)
Limited
Reporting Solicitors to the NSE
accountants Listing
Mazars Moores Austen-Peters & Co
Rowland Barristers, Solicitors and
Notary Public
Date: 17/03/2009 07:30:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
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employees and agents accept no liability for (or in respect of) any direct,
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