HERMANUSDOORNS SHAREBLOCK LIMITED - - PowerPoint PPT Presentation

HERMANUSDOORNS SHAREBLOCK LIMITED

• AGM 2007

AGENDA

Welcome

Special welcome to all new shareholders Pieter Jansen van Vuuren

Attendance Register

AGM 2007

• Attendance Register

Notice Convening the Meeting and

Quorum

Appointment of Referee and assistant to administer and

count votes

Apologies and Proxies MD’s Report

AGENDA … cont

Presentation of Financial Statements Ordinary Business

Resolutions 1,2,3 and 4

Special Business

Resolutions 1

AGM 2007

• Resolutions 1

Re-election of Directors Update on Business Plan General Closure Lunch – directly after the meeting

• AGM 2007

MD’s Report

A key focus of our medium term strategy is on Fauna

and Flora

Working closely with consultants – managed by Christine Special Guest Fritz van Oudtshoorn who is giving up his

personal time to be with us

AGM 2007

• Brief Introduction to Fritz

Year Ended Feb 2007 a reasonable year Some Highlights

Financial

Continuous improvement of the Balance Sheet

MD’s Report - Highlights

Operational

Construction of a new road into the

mountain

Providing service to Riverside sites

Total upgrade of Electricity network

AGM 2007

• Total upgrade of Electricity network

Entrance road “lifted” and upgraded

Alien plants removed

Waterbuck Pan – reed removal Reduction of building activity Refurbishment of John Deere and Colt

MD’s Report - Highlights

Fauna and Flora

Very Poor rainfall Repetition of the Environmental Study Further electrification of fences

AGM 2007

• Further electrification of fences

Good breeding season Removal of Alien plants – Sekelbos Refer Fritz’s van Oudtshoorn presentation

Game Count

Description Feb 03 Aug 03 Feb 04 Feb 05 Feb 06 Jun 06 Jun 07 Impala 190 125 160 190 220 110 129 Blesbok 30 30 50 35 40 25 22 Water Buck 13 13 16 20 24 21 30 Kudu 86 65 80 100 110 90 101 Giraffe 3 2 2 5 6 6 8

AGM 2007

• Giraffe

3 2 2 5 6 6 8 Bosbok 22 20 40 45 40 40 39 Warthog 31 25 25 40 40 40 42 Blouwildebees 23 24 33 38 60 40 45 Zebra 10 9 9 10 10 9 10 Gemsbok 10 9 7 7 6 6 6 Steenbok 10 11 12 15 16 16 16 Rooihartebees 23 19 19 23 21 21 24 Klipspringer 12 14 14 15 20 20 20 Mount Reedbuck 10 10 10

Rainfall History

HERMANUSDOORNS _ RAINFALL

800 1000 1200 infall mm 200 250 300 fal mm

Cummulative Monthly

531 1030 338 341 348 572 382 642 365

AGM 2007

• 200

400 600 C ummulative R ainfa 50 100 150 Monthly R ainfal

98/99 99/00 00/01 01/02 05/06 02/03 03/04 04/05 06/07

7 year Annual Average = 429mm 5 Year Annual Average = 464mm 3 Year Annual Average = 505mm

Rainfall History

Annual Rainfall

1000 1200 1400

AGM 2007

• 200

400 600 800

1998/9 1999/0 2000/1 2001/2 2002/3 2003/4 2004/5 2005/6 2006/7

Year mm

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AGM 2007

• !

Levy Income

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AGM 2007

• "#$

Levy Structure

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AGM 2007

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Levy Income - Budgeted

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AGM 2007

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Investment Income - Budgeted

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AGM 2007

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Growth in Equity

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AGM 2007

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Total Debt

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AGM 2007

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Share Price

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AGM 2007

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MD’s Report … Conclusion

Thank you to

The shareholders The auditors

The Non Execs

AGM 2007

• The Non Execs

My fellow directors

And I look forward to another great

year

1!"2!

AGM 2007

• 1!"2!

Voting Procedure

All done by Poll One share – one vote Counting independently done

2 volunteers

AGM 2007

• 2 volunteers

Board Corresponding totals accepted

Ordinary Business

Ordinary Resolution 1

Resolved as ordinary resolution

AGM 2007

• Resolved as ordinary resolution

#1 to approve the minutes of the Annual General Meeting Held on 1st July 2006

"- 3!"(!"-

AGM 2007

• 3!"(!"-

+")

Assets

UP By 7% UP By 6% UP By 7%

AGM 2007

• Down 35%

Down 58%

UP By 6%

Down 30%

UP By 6%

Equity and Liabilities

UP By 8% UP By 1% Constant We Have

AGM 2007

• Down 10%

Down 61%

UP By 8% Constant Constant We Have NOT used this for a Generator

Levies Received in Advance

Period 2007 Rands

1 March 2007 to 28 Feb 2008 798,683

AGM 2007

• 1 March 2004to 28 Feb 2009

39,474 1 March 2005 to 28 Feb 2010 56,842 1 March 2006 to 28 Feb 2011 70,263 1 March 2007 to 28 Feb 2012 44,123 TOTAL 1,009,385

Revenue

2007 2006 Levies +3% 766,628 742,973 Other Income 222% 217,259 97,845 Investment Income Flat 41,549 41,802

AGM 2007

• Building Income

Included in General Game 1219% 117,494 9,596 General +22% 12,106 13,311 Municipal 44,114 32,953 Shop 1091% 1,996 183 TOTAL 17% 983,887 840,818

Expenses

Detail Trend 2007 2006 Directors Salary

• 8%

116,068 125,499 Admin Fees +12% 36,250 31,421 Auditors +11% 26,200 23,500 Salaries and Wages Flat 197,563 197,380

R42k Could have been capitalised

AGM 2007

• Salaries and Wages

Flat 197,563 197,380 Repairs and Maintenance +80% 144,113 80,078 Vehicle Expenses +14% 140,954 123,917 Insurance

• 16%

34,280 40,912 Depreciation

• 1%

70,620 71,128 Electricity and Water +111% 118,669 56,140 Other

• 10%

53,784 59,926 Total +16% 938,501 809,899 846,501 +5%

R 50k Capital costs re: xformer capitalised

Financial Report

Budget – Feb 2007/8

Total Expenses

R 900k

Levy should be

Operational

R 9,000

ACTUAL R 938,501 Realistic

AGM 2007

• Operational

R 9,000

VAT

R 1,260

TOTAL

R 10,237

4% Overspend 6% Underspend

R 846,501

Financial Report

Budget – Feb 2008/9

Total Expenses

R 925,000

VAT

R 129,500 TOTAL

R 1,054,500

AGM 2007

• TOTAL

R 1,054,500

Per Share = R 10,545 Budget 10% increase

Other issues

Building Revenue

Now minimal

Late levies

AGM 2007

• Late levies

At 31 March Debtors were R 257k

last year they were R 510k

As at 31 July they were still R 56k

Last year they were R106k

A big improvement but still UNACCEPTABLE

Ordinary Business

Ordinary Resolution 2

Resolved as ordinary resolution #2 to

receive and adopt the Company’s

AGM 2007

• receive and adopt the Company’s

annual financial statements for the year ended 28th February 2007, together with the reports of the directors and auditors.

Ordinary Business

Ordinary Resolution 3

Resolved as ordinary resolution #3

to re-appoint Russell James and

AGM 2007

• to re-appoint Russell James and

Company (Previously Core Chartered Accountants (SA)) as the auditors until the conclusion of the next Annual General Meeting.

Director Re-election

To be tabled at next AGM Keep stability while allowing “new blood” into

Directorship

Requires Amendment to Articles of

Association

AGM 2007

• Association

We will obtain the required legal and Company

Act input for these changes during the next 12 months

Phases

Increase directors to 6 Rotational re-election of One or Two Directors per

annum

Ordinary Business

Ordinary Resolution 4

Resolved as Ordinary resolution 4 to

confirm the appointment of Mr John Hill as

AGM 2007

• confirm the appointment of Mr John Hill as

executive director.

Director Re-election

To be tabled at next AGM Keep stability while allowing “new blood” into

Directorship

Requires Amendment to Articles of

Association

AGM 2007

• Association

We will obtain the required legal and Company

Act input for these changes during the next 12 months

Phases

Increase directors to 6 Rotational re-election of One or Two Directors per

annum

Special Business

Special Resolution 1

Resolved as Special Resolution 1 that the following clause be

inserted into the Articles of association

ROTATION OF DIRECTORS

The directors shall retire from office in the following manner:

AGM 2007

• The directors shall retire from office in the following manner:

at each annual general meeting of the company 2 directors shall retire

from office, provided that there are at least 4 directors currently in office that do not qualify for retirement and re-election.

retiring directors shall be eligible for re-election and, if re-elected, shall

be deemed not to have vacated his office;

re-election will be by simple majority no person other than a retiring director shall be eligible for election as a

director at any annual general meeting unless the directors recommend

• therwise.

In the absence of any agreement between directors, the order of

retirement and re-election will be from longest serving to shortest serving

Rotation Mechanism

Example

Director A – 9 years service Director B – 2 years service Director C – 5 years service Director D – 12 years service

AGM 2007

• Director D – 12 years service

Director E – 1 year service Direcor F – 6 years service Year 1 -

Directors D and A

Year 2 -

Directors F and C

Year 3 -

Directors B and E

Special Business

Special Resolution 1

The reason for and effect of the special

resolution 1 is to change the provisions regarding

AGM 2007

• resolution 1 is to change the provisions regarding

the rotation of directors of the company, in compliance with the recommendation of the directors.

Director Re-election

To be tabled at next AGM Keep stability while allowing “new blood” into

Directorship

Requires Amendment to Articles of

Association

AGM 2007

• Association

We will obtain the required legal and Company

Act input for these changes during the next 12 months

Phases

Increase directors to 6 Rotational re-election of One or Two Directors per

annum

Retirement and Re-election

Background

Despite building a solid business the Board often receives

severe criticism.

Collectively we only have the best interests of the farm in all

• ur actions.

We wish to legitimise our position and therefore:

AGM 2007

• We wish to legitimise our position and therefore:

The following directors retire and offer themselves for

re-election

• W. Benecke
• A. Cochrane
• C. Konz
• M. Perrie

JL Venter

Retirement and Re-election

Done by secret ballot

Voting forms will be distributed now Independent panel to collect ballot papers and

count votes Votes FOR = person stays on the Board

AGM 2007

• Votes FOR = person stays on the Board

Votes Against = person removed from the Board

Meeting to continue

Results to be announced prior to conclusion of the

meeting

) 0-"

AGM 2007

• 0-"

Long Term Plans

Financial stability of the Company

remains a core objective

Levy structure now more in line with

budgeted expenses but covers only

AGM 2007

• budgeted expenses but covers only
• perational expenses

Capital levy to be raised from time to time Other mechanisms will be considered if and

when further land acquisition is agreed to

Medium to Long Term Plans

Further Development of Mountain

Improved Road infrastructure

Eastern mountain now accessible All roads

Provide better access to the river

AGM 2007

• Provide better access to the river

As and when funds permit – self funding

Long Term Plans

Fauna and Flora Issues

All issues covered by Fritz A key focus of the Board over the coming

years

AGM 2007

Long Term Plans

Continual upgrading of Farm Assets

Entrance

• Delayed

To be moved closer to the road Enhanced to improve access control

Fencing – continuous upgrading and ultimate

AGM 2007

• Fencing – continuous upgrading and ultimate

electrification

• Continuous

Upgrading of roads to improve drainage and

reduce water damage

• Continuous

Replacement of Bakkie and purchase of Backactor

Note: all of the above are Capital dependent

Long Term Plans

Land Expansion

Still a desire for the Board Require critical mass for herd development Could provide better utilization of current mountain

area

Must be accompanied by “self funding” financial

AGM 2007

• Must be accompanied by “self funding” financial

plan

Available options

Westerly direction

Section D – to reach the river Section E – to incorporate the river

Easterly direction

Section E Section H

A1 B1 A2 C D E1 E2

1250 Ha 159 Ha

AGM 2007

• A1

B1 C D E1

750Ha 750 Ha 200 Ha 356 Ha 250 Ha

G

300 Ha

H I

"-

AGM 2007

• "-

General Issues

General Cleaning Services Security

Procedures for Selling Shares

AGM 2007

• Procedures for Selling Shares

Communications Shareholder responsibilities Legal issues

AGM 2007

Satellite

AGM 2007

Satellite

AGM 2007

Satellite

AGM 2007

Satellite

AGM 2007

Satellite

AGM 2007

Cleaning Services

Cleaning

Currently done by Farm Manager in personal

capacity

Deposit of R 500 to be paid to initiate service Accounts payable on presentation of an account in cash

AGM 2007

• Accounts payable on presentation of an account in cash

Service terminated if outstanding account equals the

Deposit

Note: No cleaning will be provided on the

weekends

Require proposals for outsourcing this

function

Table in writing to the board

Generator

Last year W Hoffman requested we re-table

the purchase of a generator

We contacted him this year and he

WITHDREW this request

Stress that the Board tried twice to pass this

AGM 2007

• Stress that the Board tried twice to pass this

resolution – and it was defeated on both

• ccasions

The Board will not revisit this but is happy to

entertain proposals from shareholders if submitted in writing and authorised at an appropriate shareholders meeting

Security

Security

Spate of thefts on farm An alarm system is available Request to install radios

AGM 2007

• Fire Assist

Intruder alert

Currently response done by Farm Manager in

personal capacity

Require proposals as to how best to provide a

response

Submit in writing to the Board

Selling of Shares

• 3 parties involved

1.

Seller

2.

Purchaser

3.

Hermanusdoorns

1.

Enter in a sale agreement with the purchaser

2.

Notify the office of this with any conditions that may apply and which party will pay the costs of transfer (R1200)

AGM 2007

• which party will pay the costs of transfer (R1200)

3.

Purchaser must enter into agreement with Hermanusdoorns

• Main Agreement
• Use agreement
• Articles and Memo of Association

4.

Electricity Certificate of compliance must be submitted if a dwelling exists

5.

Notify office when transfer can take effect

• All transfers administered by Hermanusdoorns

6.

Copies of Share certificate will be sent to new owner when registered

Shareholder Responsibilities

Everything on your site is your own

responsibility

Building material Contractors Repairs and maintenance

AGM 2007

• Repairs and maintenance

Not an obligation of the Farm Manager

But will help wherever possible and practical and

time permitting

Levies do NOT cover services offered as

assistance to shareholders

Communication Issues

Full implementation of our website

Vote of thanks to John and Lorna Hill Updated regularly

Notification of meetings will be posted on the

web site and correspondence will be done by

AGM 2007

• web site and correspondence will be done by

email

Do away with registered and standard post wherever

possible

All Correspondence by email – please keep us

informed of email address changes

Email addresses will not be distributed by the office

but you may post your mail address on the website if you so wish

All statutory info is available on the web site

Important Legal Issues

Members shall at all times be required to use their firearms as

provided for by the relevant legislation from time to time and shall not contravene any laws in so using their firearms

Members shall not allow unlicensed persons to drive a vehicle on

the property

No un-roadworthy vehicles may be driven by anyone whatsoever on

the property

AGM 2007

• the property

Neither the Company, nor its directors shall be liable for conduct on

the part of members or their families or invitees which contravenes these rules and/or the law THIS STATEMENT IS CLEARLY DISPLAYED AT THE MAIN ENTRANCE AND AT THE SWIMMING POOL AREA

It must be noted that anybody who commits a delict in his or her

personal capacity is personably liable in respect of such delict and that the Company would in any event not be liable in such instance

Administrative Issues

Electricity

Must be paid to Farm manager Cheques payable to Hermanusdoorns Electronic deposits to Hermanusdoorns,

AGM 2007

• Electronic deposits to Hermanusdoorns,

Confirmation to farm manager

Administrative Issues

Telephone

Common courtesy to be given to Farm Manager Only flag “Urgent” if it really IS urgent Please try use email wherever possible

AGM 2007

• Andre’s email is a.cochrane@mweb.co.za

Don’t send pictures

Farm Manager weekend

Norm is week day weekends

Use of private generators is NOT permitted

Administrative Issues

More than one dwelling is not permitted on

• ne site.

No one may run a business from the farm

that interferes with the with the privacy of

AGM 2007

• that interferes with the with the privacy of

shareholders or the operation of the farm and without board consent.

Site responsibility – cleanliness – is the

SHAREHOLDER’s responsibility

Other General

Dam near the hide

Swimming Forbidden Playing is forbidden

Collection of Wood

AGM 2007

• Collection of Wood

Do Not remove wood from the farm Buy it from the shop

Littering

Please stop Please stop and pick up litter

Other General

Entertainment Area and Pub

Only open on special occasions

Caravans

Caravans parked on the property must be

AGM 2007

• Caravans parked on the property must be

in an enclosed garage and may not be used to house persons on the farm.

Matters to be brought to Board directly

and not through the AGM

Closure

Thank you for your attendance and input Please join us for a light meal directly

after the meeting

AGM 2007

• THANK YOU ONCE AGAIN