BALWIN PROPERTIES LIMITED
(previously Balwin Properties Proprietary Limited)
(Incorporated in the Republic of South Africa) (Registration number 2003/028851/06)
Share code: BWN ISIN: ZAE000209532 ("Balwin" or "the Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
ABRIDGED PRE-LISTING STATEMENT
This Abridged Pre-listing Statement relates to the listing of Balwin in the “Real estate holding and development” sector of the main board of the JSE with effect from the commencement of business on Thursday, 15 October 2015. The information and defined terms used in this Abridged Pre-listing Statement are as set out in the full Pre-listing Statement issued by Balwin on Thursday, 1 October 2015.
This Abridged Pre-listing Statement does not constitute an offer to the public for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for shares in the Company, but is issued in compliance with the Listings Requirements for the purpose of providing information to the public with regards to Balwin.
This Abridged Pre-listing Statement highlights selected information from the Pre-listing Statement. It is not complete and does not contain all of the information that readers of the Abridged Pre-listing Statement and/or the Pre-listing Statement should consider before investing in the Ordinary Shares. Investors should read the Pre-listing Statement carefully in its entirety, including the “Risk Factors” section, the financial statements provided and the notes to those financial statements.
1. THE OFFER
The Pre-listing Statement of Balwin dated 1 October 2015 is not an invitation to the public to subscribe for Ordinary Shares in Balwin as contemplated in section 95(1)(h) of the Companies Act, 2008 (Act 71 of 2008), as amended and accordingly no prospectus will be issued or registered in respect of the Offer.
The Pre-listing Statement is issued in compliance with the Listings Requirements of the JSE for the purpose of providing information regarding the Listing of Balwin on the main board of the securities exchange of the JSE and the private placement to Qualifying Investors by way of an Offer for subscription in terms of section 96(1)(b) of the Companies Act. The salient terms of the Offer are as follows:
Offer price range per Share: R8.51 to R9.88
Number of Shares to be offered: Subscription of up to 83,835,710 Shares; and
should there be sufficient interest from Qualifying Investors, sale of up to 82,922,675 Shares by existing shareholders.
Percentage of issued share capital: 32.85%
The private placement is subject to:
the subscription by Qualifying Investors of so many Shares in the Company such that a minimum aggregate subscription amount of R713,513,642 is raised by the Company; and
the placement of a sufficient number of Shares with Qualifying Investors in order to meet the minimum free-float and shareholder spread requirements as prescribed by the Listings Requirements.
The proceeds received by Balwin pursuant to the Offer will be used to restructure Balwin’s statement of financial position by:
settling the Debt Facilities; and
providing the Company with added balance sheet capacity for future land acquisitions and development activities. This Abridged Pre-listing Statement contains the salient features of the Company, the Listing and the Offer and as such is not comprehensive. For a full appreciation of the Company, the Listing and the Offer, the Pre-listing Statement should be read in its entirety.
2. INTRODUCTION
The JSE has granted Balwin a listing in respect of up to 483,835,710 Ordinary Shares in the “Real estate holding and development” sector of the main board of the JSE under the abbreviated name “Balwin”, symbol “BWN” and ISIN: ZAE000209532, subject to the fulfilment of the conditions precedent set out in the “The Offer” paragraph of this Abridged Pre-listing statement (refer paragraph 1, above).
The financial year end of the Company is 28 February each calendar year.
3. SUMMARY OF KEY INVESTMENT HIGHLIGHTS Key investment highlights include:
Large South African sectional title homebuilder focusing on the lower to middle income population group (R599,999 – R1,699,000);
Focus on large-scale, secure, lifestyle, affordable, residential estates (±500 – 1,000 homes per estate) for the target income group;
Strong brand and track record;
Significantly risk-insulated business model;
In addition to its current build to sell model, plans have commenced to develop a rental portfolio of R2 billion to R3 billion by 2020 (12% – 15% first year development yield);
Specialist turnkey operator controlling the entire value chain. All management is internal; National footprint with significant growth prospects;
Annual profits after tax in excess of R500 million;
Projected annual Profit After Taxation growth to 28 February 2017 greater than 25%; Target annual Profit After Taxation growth post FY2017 in excess of 15% per annum;
Well positioned to capitalise on the significant demand (within the target pricing range of R599,999 to R1,699,000) in a growing residential sector;
8 year secured project pipeline in desired nodes, and negotiation on additional land parcels for 15,000 units in Kyalami ongoing;
Market capitalisation on listing of R4.2 billion – R4.7 billion; ±48% free float;
Projected immediate dividend yield of 3.5% to 4.0%;
Listing price for the private placement between R8.51 and R9.88 per share equivalent to a forward P/E ratio to 28 February 2016 of 7.5x – 8.5x;
4. OVERVIEW OF BUSINESS
Balwin is a specialist, niche, national large-scale, turnkey, sectional-title, residential property builder and developer (typically between 500 - 1,000 sectional-title residential units per development) targeting high-density, high-growth metropolitan areas in South Africa.
Balwin estates offer secure, affordable, high-quality, environmentally friendly and conveniently located 1, 2 and 3 bedroom sectional-title residential units which range in size from 45m2 – 120m2 and in price from R599,999 – R1,699,000
per unit (including modern fitted kitchen appliances) within the normal operating model. Units are designed to appeal to a wide range of home buyers, including first-time, move-up, active adult, young professional, young family, older family,
retirees as well as buy-to-let. All larger estates (comprising ± 500 units and above only, such as Greenstone Ridge, The William, De Velde, etc.) also have a lifestyle centre with well-established concierge and other all-inclusive value added services including a spa, restaurant, gym, squash court, action sports field, games room, movie theatre, heated swimming pools, playgrounds and free wi-fi within lifestyle centres, which affords the Company a broad appeal amongst buyers. All residential estates are developed and marketed under the Balwin brand.
Founded in 1996, the Company commenced large-scale operations in 2005 and has successfully developed, marketed and sold over 70 residential estates, as outlined in the table below:
Node Number of estates Number of homes sold up to the
Last Practicable Date Gauteng Johannesburg North 17 3,712 Johannesburg East 13 4,406 Johannesburg South 39 4,038 Western Cape 1 1,210 Pretoria 1 136 Total 71 13,502
Key differentiators in Balwin’s build-to-sell model comprise the ability to deliver a superior offering through economies of scale, in-house turnkey development including construction and construction management, focus within a defined middle-income market segment, quality, broad market appeal, partnerships with relevant stakeholders and competitive pricing of developed units in-line or below market.
Product offering
Balwin currently develops and sells between 1,750 to 2,000 sectional-title residential units per year, but has the ability to increase its development capacity to approximately 3,000 sectional-title residential units per year based on its existing infrastructure and owned undeveloped land pipeline.
All Balwin estates are built to a standard specification (unique Balwin design, standard finishes, no customer changes), typically not more than 4 storey blocks with 10 homes per block (3 bedroom units on the ground and first floors, and 1 and 2 bedroom units on the upper floors) enabling the Company to benefit from significant economies of scale. Residential estates are built and marketed in phases (between 50 – 100 units), allowing for appropriate risk management at all stages of the development process.
Balwin has an existing secured development pipeline of approximately 17,028 residential units to be constructed over an approximate 8 years.
Vertical value-chain integration
Balwin has highly skilled and experienced internal teams, with specialised skills across all stages of large-scale residential property development and project management. The services performed in-house include, inter alia:
land sourcing and acquisition, including detailed pre-feasibility studies; project planning;
pre-sales and marketing;
construction and construction management;
health, safety and protection of the environment; and ongoing maintenance.
5. SUMMARY OF GROWTH STRATEGY
Completion of the Company’s 8 year secured development pipeline (approximately 17,028 Balwin homes);
Acquire / secure land for future development in order to maintain and grow its secured development pipeline beyond its existing approximately 8 year time horizon (discussions underway for the acquisition of an additional land parcel in the Kyalami node, on which a further ±15,000 sectional-title residential units may be developed);
Expand into other growing nodes, including Durban, Nelspruit, Bloemfontein, Port Elizabeth, Polokwane, East London, etc;
Retain some development stock as rental portfolio (current target of ±2,000 – 3,000 units by 2020 with an approximate value of R2 billion – R3 billion);
Complimentary partnerships with other property companies and commercial developers to provide a complete offering and facilitate the development of newly established residential nodes;
Development of government-owned land;
Implementation of appropriate black economic empowerment initiatives; Acquire additional people, skills and expertise.
6. SALIENT FINANCIAL INFORMATION
For the financial year ending 28 February 2016, Balwin has already sold and transferred 763 residential units and is well on course to achieve its target of 1,857 sale sectional-title residential units by the end of the current financial year. Of the remaining 1,094 sectional-title residential units to achieve its FY2016 target, 932 have already been secured via pre-sales (pre-pre-sales represent signed purchase agreements for which the purchaser has already paid his / her deposit). Pursuant to the above, Balwin’s target sales for the financial year ended 28 February 2016 are already ±91% secured (through the aggregate of completed units that have already been transferred to their respective buyers and pre-sales). Similarly, target sales for the financial year ending 28 February 2017 are ±45% secured.
The following represents summary financial data as of and for the financial years ended 28 February 2013 - 2017:
28 February 20131 2014 2015 Forecast
20162
Forecast 2017
Homes sold (units) 404 762 1,655 1,857 2,377
Homes sold revenue (R million) 348 734 1,355 1,888 2,495 Average sales price per unit (R thousand) 862 963 819 1,017 1,050 Profit After Taxation (R million) 77 180 335 549 698 Total comprehensive income (R million) 74 175 342 549 698 Gross Profit Margin achieved 35.6% 35.5% 35.9% 42.6% 41.3%
EPS(R cents) 3 19 45 84 116 148
Dividend yield4 - - 3.1% 3.5% 4.5%
Notes:
1. Adjusted for an extraordinary loss of R118 million on the tax-efficient sale of land that was incurred during the financial year ending 28 February 2013; these metrics have been calculated excluding the impact of this loss.
2. The forecasts for the financial year ending 28 February 2016 exclude R8.15 million in expensed once-off Listing costs (pre-tax) in order to disclose profits on a sustainable basis.
3. Pro forma assuming 400,000,000 shares in issue pre-Listing and assuming a primary capital raise of 72,192,592 shares on Listing. 4. Pro forma assuming listing at a forward price earnings multiple to FY2016 of 8.5x and a Listing Price of R9.88.
7. DIRECTORS
Name (age) Business address Position
Date of appointment as Director and term of office
Stephen Volker Brookes (50)
Block 1, Townsend Office Park, 1 Townsend Avenue, Bedfordview, 2007
CEO / executive Director
14/11/2003;
appointment confirmed every three years
Jonathan Weltman (35)
Block 1, Townsend Office Park, 1 Townsend Avenue, Bedfordview, 2007
CFO / executive Director
01/08/2014;
appointment confirmed every three years Hilton Saven (62) Mazars House, Century City, Cape
Town, 7441
Chairman, independent non-executive Director
21/09/2015;
appointment confirmed every three years Rex Tomlinson (52) 356 Rivonia Boulevard, Rivonia,
Sandton, 2158
Independent non-executive Director
21/09/2015;
appointment confirmed every three years Basani Maluleke (38) 3 Glenhove Road, Melrose Estate Independent
non-executive Director
25/09/2015;
appointment confirmed every three years Kholeka Mzondeki
(48)
547 Plover Place, Cedar Boulevard, Broadacres
Independent non-exeutive Director
25/09/2015;
appointment confirmed every three years Ronen Zekry (36) First Floor, 30 Melrose Boulevard,
Melrose Arch Non-executive Director
21/09/2015;
appointment confirmed every three years
8. IMPORTANT DATES AND TIMES
All dates and times referred to in this Abridged Pre-listing Statement are times in South Africa. The dates and times in this Pre-listing Statement are subject to change and any such changes will be released on SENS.
2015
Opening date of the Offer at 09:00 on Thursday, 1 October Closing Date of the Offer at 17:00 on Thursday, 8 October Publication date of the final Offer Price and final number of Offer Shares released on
SENS on Friday, 9 October
Payment date for allocated Balwin shares on Tuesday, 13 October
Listing Date on Thursday, 15 October
9. COPIES OF THE PRE-LISTING STATEMENT
The Pre-listing Statement is available in English only. Copies of the Pre-listing Statement may be obtained during normal business hours from Monday, 5 October 2015 from:
Balwin Properties Limited, Block 1, Townsend Office Park, 1 Townsend Avenue, Bedfordview, 2007;
Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001; Investec Corporate Finance, a division of Investec Bank Limited, 2nd Floor, 100 Grayston Drive, Sandown, Sandton,
2196; and
Balwin’s website: www.balwin.co.za. 10. CONTACT DETAILS
Contact person E-mail Telephone
Tomi Amosun [email protected] 011 291 3269
Marc Green [email protected] 011 291 3389
Carlyle Whittaker [email protected] 011 286 4741
2 October 2015 Johannesburg
Investment Bank, Bookrunner and Sponsor
The Corporate Finance division of Investec Bank Limited Company Secretary
CIS Company Secretaries Proprietary Limited (represented by Neville Toerien) Transfer Secretaries
Computershare Investor Services Proprietary Limited Legal Advisors
Edward Nathan Sonnenbergs Incorporated and Brian Kahn Incorporated Independent Reporting Accountants and Auditors
Deloitte and Touche Registered Auditors Communications Advisor
Instinctif Partners SA Proprietary Limited Conveyancing Attorneys
Tonkin Clacey Incorporated and Smith Tabata Buchanan Boyes Incorporated Independent Valuer
