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�Annual Report 2008

Highlights 2

Corporate Information 3

PrimeTime’s Properties 4

Property Segmentation 5

Directors 6

Report of the Chairman and Managing Director 8

Shareholder’s Information �3

Corporate Governance �4

Annual Financial Statements �6-36

Circular to Unitholders 37

Notice of Annual General Meeting 4�

Proxy Form 43

Contents

2 PrimeTime Property

Highlights

South African High Commission,

Gaborone

• Successful listing on the BSE in December 2007

• Largest capital raising on a new BSE listing of P107m

• Largest shareholder base on listing of 1337

• Acquisition of Tati Company portfolio for P75m

• Interest payment distribution totalling 9.07 thebe for the year

• Annualised return of 10.25% on the initial issue price, 12.9% better than projection in acquisition circular

• Properties revalued to P236 175 000 an increase of P12m (5.5%) over acquisition cost

• Ungeared at year end – well positioned for global turmoiland to take advantage of opportunities

3Annual Report 2008

BoitekoJunction, Serowe

BOARD OF DIRECTORS T S Mothibatsela (Chairman)A L Kelly (Managing Director)R P Newman M T Morolong P Matumo

INCORPORATED IN THE REPUBLIC OF BOTSWANA Registration number 2007/4760 Date of Incorporation 29 August 2007

NATURE OF BUSINESSThe company is engaged in property investment.

PHYSICAL ADDRESSPlot 203, Independence AvenueGaboroneTel: 3956080 Fax: 3900160E-mail: [email protected] Website: www.primetime.co.bw

DEBENTURE TRUST TRUSTEEJ D Williamsc/o Minchin & Kelly AttorneysPlot 688, Khwai RoadGaborone

COMPANY SECRETARYJ C Jones

REGISTERED OFFICEPlot 50371, Fairground Office ParkP O Box 249Gaborone, Botswana

INDEPENDENT AUDITORSDeloitte & TouchePlot 50664, Fairground Office ParkP O Box 778Gaborone

TRANSFER SECRETARIESTransaction Management Services (Pty) Limited t/a Corpserve Botswana Transfer SecretariesFirst Floor, Unit 3, Kwena HousePlot 117, GIFP, KgaleGaborone

PROPERTY AND ASSET MANAGERSTime Projects (Botswana) (Pty) LtdPlot 203, Independence Avenue, GaboroneP.O.Box 1395, GaboroneTel: 3956080 Fax: 3900160E-mail: [email protected]

Corporate Information


PrimeTime’s Properties

PROPERTY VALUE KEY TENANTS (P m)

United Nations Place 28,2 UN, Ernst & Young, Plot 22, Khama Crescent, Gaborone GTZ, Stockbrokers

South African High Commission 21,8 South African High Plot 29, Queens Road, Gaborone Commission

Independence Place 7,1 Alexander Forbes, Plot 203, Independence Ave, Gaborone Time Projects

South Ring Mall 12,9 Score Supermarket, Caltex, Pep, Plot 50423, Southring Road, Gaborone Liquorama, Barclays & FNB ATMs

DHL Broadhurst 4,2 DHL Couriers Plot 20610, Broadhurst, Gaborone

Timber City, Broadhurst 4,3 Timber CityPlot 20610, Broadhurst, Gaborone

Ghanzi Shopping Centre 6,42 Barclays, Spar, Plot 29 Ghanzi Ellerines, Topline

Hillside Shopping Centre 14,6 Barclays, OK Foods, Mr Price, Plot 4649, Lobatse Pep, BPC, Engen

5Annual Report 2008

PROPERTY VALUE KEY TENANTS (P m)

Ramotswa Shopping Centre 6,2 Score Supermarkets, Pep, Tribal Plot 3273, Ramotswa CB Stores, Barclays

Mantlo House 4,1 Ellerines, TakuPlot 689 & 690, Blue Jacket Street Francistown

AFA House 13,4 AFA – Pula Medical AidPlot 67979, Fairgrounds, Gaborone

Capricorn House 11,4 Bank Gaborone, Gope Explorations 165, Pilane Road, Gaborone Penrich Insurance Brokers

Boiteko Junction 23,1 Spar, FNB, Standard Chartered, Tribal Lot 2461, Serowe Barclays, Pep, CB Group, JB Sports, Bata, Cashbuild, Engen

Barclays Plaza 21,3 Jet Stores, NIIT, BAC Plot 6142, Francistown

Blue Jacket Square 16,1 Supreme Furnishers Plot 662-666, Francistown

Nswazwi Mall 41,0 Spar, CB Group, Pep, Ackermans Plot 16177-85, Francistown Metropolitan


Directors

Tshipa Mothibatsela (Chairman)B.Eng (Mining Eng.)(University of Zambia), M.Eng (Penn State, USA)

Tshipa founded TTCS Consulting Engineers in Gaborone, Botswana in 1984. In 1996 he established Mothibatsela & Associates Consulting Engineers in South Africa. As managing director of both of these organisations for many years he has been intimately involved with the contract management of all civil and structural projects undertaken by them. In addition, he holds directorships of several other companies including African Banking Corporation Holdings Limited, African Banking Corporation Holdings Botswana Limited, Odemo Holdings (Pty) Limited and Tropica Investments (Pty) Ltd.

Sandy Kelly (Managing Director)Pr. Eng. B. Sc. (Civ. Eng) MBA BIDP

Sandy has been involved in property development for 25 years. He initially started his career as a civil engineering contractor. He moved into project management for RMS Syfrets, the property subsidiary of a major South African investment bank and then served a period with BOE as a property finance manager before moving to Botswana in 1988 with the intent to grow Time Projects (Botswana) (Pty) Limited’s core business, which had been established two years earlier. As managing director of Time Projects, he engineered the development of PrimeTime’s initial property portfolio.

Petronella MatumoPetronella is a hotelier by profession, graduating from the Shannon College of Hotel Management in Ireland. She is now the joint managing director of Private Collection (Pty) Limited, a diamond retail and manufacturing company. She has served as a director on the boards of a diverse range of companies listed on the Botswana Stock Exchange. She chairs the boards of Glenrand M.I.B. (Botswana) (Pty) Limited and Motswedi Securities (Pty) Limited, and continues to hold several other directorships.

Roger NewmanRoger has 16 years experience in the property industry. He has been involved in both an executive and shareholding capacity in over 50 projects spread between South Africa, Botswana and the United Kingdom. He is currently the managing director of Newmans Developments (Pty) Limited which is involved in industrial, commercial and residential development and also manages a substantial property portfolio.

Turnie MorolongBA (UB) MBA (UB) Dip.PM

Turnie is the property director of Time Projects (Botswana) (Pty) Limited, and has been with the company for the last 3 years. He was previously employed by a major Botswana private corporation as a group property administrator and has a total of 10 years experience in property management.

Pictured, left to right: Petronella Matumo, Roger Newman, Sandy Kelly, Turnie Morolong, Tshipa Mothibatsela

7Annual Report 2008


Report of the Chairman and Managing Director

Trading PeriodThis annual report covers the year ended 31 August 2008 and incorporates rentals for the full year, however readers must be aware that it effectively only includes profits from the listing date of 20 December 2007 – being the date from which the company was able to account for the profits of the initial property portfolio.

The ListingPrimeTime was successfully listed on the Botswana Stock Exchange (BSE) on 20 December 2007, having achieved a private placement of P100m with private and institutional investors and P7m from the public offer which attracted an over-subscription of P17m, from 1337 shareholders.

This was a record for a new listing on the BSE both in terms of funds raised and number of investors subscribing.

The funds raised enabled the company to acquire the initial portfolio of 13 prime properties in the major cities and towns across the country and provide cash for further investments.

To us this shows tremendous confidence in the company. We are extremely pleased that such a diverse spread of investors are able to share in the portfolio of properties which we consider to be one of the finest in Botswana.In particular we were delighted by the number of smaller, citizen investors that have become unitholders.

Dear fellow unitholders and stakeholders,

It gives us great pleasure to present our report to you on the

final results of your company which enjoyed a successful first

year of trading which ended on 31 August, 2008.

United Nations Place, Gaborone

�Annual Report 2008

The Acquisition As envisaged in the raising of P32m cash in the listing, the company was able to successfully conclude the acquisition of Tati Company’s three prime commercial properties in Francistown in May 2008 for a sum of P75m. P32m of the consideration was from the cash held by the company, P32m was by way of the issue to Tati Company of units and the remaining P11m by way of bank debt.

While there is no specific agreement with Tati Company, it has indicated that it’s intention is to remain as a long term investor which we take as a significant expression of confidence in the company.

The properties give the company a substantial exposure in the north of the country which has shown strong economic performance over the past few years due to the mining activity and promises to continue.

Opportunity to obtain prime good quality commercial properties seldom presents itself in Botswana, so we are particularly pleased to have concluded this transaction.

Overview of Financial PerformanceWe are pleased to report that this period of trading for the company has produced better results than were forecast

in the circular issued to unitholders on 15 April 2008. There are 3 main reasons for this.

Firstly, by careful monitoring and maintenance of the initial portfolio acquired, improved occupancy rates, returns and margins have gradually been achieved across several of the properties.

Secondly, the acquisition of the additional 3 properties in May 2008 was made after the Board of Directors had assessed an

opportunity to improve efficiencies in their management. Although the effective date of this acquisition was 1 May 2008, the properties were not actually transferred until 2 June 2008 so the company did not take over their management until the end of June 2008. Despite this, in the few months of this financial year during which their management was under our control, some improvements have already been made in their financial performance. Further improvement is anticipated as the effects of this achievement become reflected in the financial results.

Finally, through the careful and active management of the company’s cash resources during the period immediately prior to and after, the bank interest costs relating to the acquisition of the Francistown properties were less than originally budgeted for. This was also due to changes in the

AFA House, Gaborone

PrimeTime was suc-cessfully listed on the Botswana Stock Exchange in 2007, which attracted an over-subscription of P17m, from over 1300 shareholders.

�0 PrimeTime Property

timing of the actual transactions and successful negotiation of favourable facilities with the company’s bankers.

Debenture Interest PayableThe original stated distribution policy of the company was to distribute 100% of net cash earnings after servicing and repayment of any debt, and this has been upheld. The final debenture interest payment of 4.71 thebe per linked unit (gross), together with the interim debenture interest payment of 4.36 thebe per linked unit (gross) amounts to a total debenture interest payment of 9.07 thebe per linked unit (gross) for the financial year. The final debenture interest payment recommended by the Board on 29 October 2008 is payable on or about 5 December 2008 to linked unitholders registered at the close of business on 21 November 2008.

We are very pleased to report that the interest is 12.9% better than what was projected in the acquisition circular dated 15 April 2008.

Revaluation of PropertiesAs required by IAS 40, the properties were revalued by the independent valuers Knight Frank Botswana (Pty) Limited, reflecting an increased value of P236 175 000 being P12m up on the valuation at the listing (December 07) and the acquisition dates (May 08). This shows an increase of 5.5%, which when considering the effective trading period and the

period since the Tati Company acquisition, is a particularly positive reflection on the quality of the properties and the management of the company’s assets.

Corporate GovernanceWe are pleased to report that, not only have we complied with the corporate governance requirements of the BSE, but believe that we are well in line with internationally accepted best practice principles. The company’s corporate governance statement is published elsewhere in this report.

Global Financial Markets Crash Implications The last few months of global financial market turmoil seems, hopefully, to have missed us here in Botswana , at least for time being, but it would be wrong for us to ignore the possible consequences and not to prepare for them. While no one really knows what is going to happen, we are observing the market and taking all due care to protect the company.

The immediate and current effects on the Botswana economy is the crash in commodity and resource prices which has and will affect the mines which have been a major reason for the country having enjoyed a buoyant climate over the past 2-3 years. Botswana will be severely affected when the demand for diamonds reduces over the next few years until the global

��Annual Report 2008

recession/depression abates. This will only be felt in our economy in the next year or so. It may impact on disposable income and general business activity which could put our tenants under pressure. The government’s policy is to prevent a boom/bust scenario which, through it’s intended capital development program, should provide a buffer locally to this downward cycle. There is the possibility of rampant inflation which often follows this type of crash. This could be good for PrimeTime as rentals will be able to rise, thereby improving yields, and as our portfolio is standing property, we are at a considerable advantage over new developments. If interest rates come down here as the rest of the world cuts rates, then this should make our returns more attractive to investors.

One of the biggest positives that we do have is that we are virtually totally unleveraged which means that, if the economy is severely affected, we will not come under any danger of pressure from debt.

PrimeTime’s Property PerformanceOur properties have had an excellent first year’s performance with a number of major leases being renewed or extended and our remaining vacancy in Serowe being filled.

The South African High Commission renewed its lease for a further 5 years as did Barclays in Lobatse, Score Supermarket at South Ring Mall, Ernst & Young at UN Place, Alexander Forbes and all the tenants in Ghanzi amongst

others. Standard Chartered Bank took the last remaining unit at Boiteko Junction in Serowe which is now trading very well. Our lease profile is extremely healthy.

Unit holders should take comfort in the geographical spread of properties with the major concentration in Gaborone and Francistown, but with a presence in other major centers. There is an excellent balance between commercial office and retail rentals providing a good spread of risk. The largest single tenant, the South African High Commission accounts for 6.5% of rental income, and Nswaswi Mall for 15% - the maximum in one property.

In the short time (4 months) that the company enjoyed the income from the new Francistown properties an improvement in their yields has

already been reflected due to active management by the asset and property managers, of the expenses, collections and recoveries.

The asset and property managers are also actively working to improve the tenant profile in Barclays Plaza with some promising upside potential. Nswazwi Mall also appears healthy despite having been acquired at a very keen yield in that the rentals have good scope for growth going

We are very pleased to report that the interest is 12.9% better than projected in the circular dated 15 April 2008.


forward. It is, of course, with Barclays Plaza located in position ‘A’ in Francistown. The tenants in Blue Jacket Square are located in a prime position opposite the Civic Centre are all solid with little or no movement which bodes well for the future.

Strategy & ProspectsFollowing the listing and the Tati acquisition, the company has concentrated on consolidation and fine tuning the management.

During the year the Board considered, in its strategic planning, the prospects of investing outside of Botswana – up Africa or in neighbouring South Africa. There are pros and cons to both. The major difficulty in Africa is dealing in markets which we have limited knowledge of, so we would have to be sure that we knew the rules and would rely on the services of respected multi-national managers who are active in those parts. The attraction, of course, is the excellent opportunities with hard currency earning in markets which are likely to show substantial growth over the next few decades. The South African market is well known to us, and with the pula being linked closely with the rand, is worth consideration for Botswana Investors. The current weak state of the property market due to the recent substantial rise in interest rates, may well present good opportunities.

The scope to acquire prime Botswana properties continues to be very difficult with most owners not willing to sell. The company, through it’s managers, will be actively seeking top quality properties to acquire in the forthcoming period. Some prospects have been identified, however, it will not compromise on the quality for the sake of growth.

The Board feels that the attraction that PrimeTime has to investors is that it is a fund of excellent quality properties based in Botswana.

We are confident that the next year will show an increase in the interest return to unitholders and a positive improvement to the value of the properties, provided that Botswana remains relatively immune to the global economic cold.

Tshipa Mothibatsela, Chairman

Sandy Kelly, Managing Director

Capricorn House,Gaborone

The company will be actively seeking top quality properties to acquire...however, it will not compromise on quality for the sake of growth.

�3Annual Report 2008

PRIMETIME PROPERTY HOLDINGS LIMITED

Shareholding profile

Share band No of % of No of % of shareholders shareholders shares shares0 – 1999 897 62.25 518 744 0.292000 – 4999 237 16.45 661 033 0.375000 – 9999 82 5.69 546 392 0.3010000 – 49999 178 12.35 2 840 589 1.5850000 – 99999 9 0.62 661 060 0.37100000 – 499999 16 1.11 3 949 218 2.20500000 and above 22 1.53 170 713 164 94.89 1 441 100.00 179 890 200 100.00

Major shareholders Number of Shares held shares held %

Linwood Services Limited 46 755 269 25.99Stanbic Nominees Bots Limited Re: AG 13001100 27 192 676 15.12Tati Company Limited 25 600 000 14.23Barclays Bots Nominees Limited Re: Metlife 16 000 000 8.89Stewart McIntosh 13 453 124 7.48Michaelangelo (Pty) Limited 10 000 000 5.56

Shareholder analysis Number of Shares held shares held %

Foreign companies 72 370 269 40.23Nominees local 63 626 816 35.37Local companies 16 500 462 9.17Non residents 14 192 735 7.89Local individual residents 13 198 482 7.34Pension funds 936 0.00Investment companies and trusts 500 0.00 179 890 200 100.00

Shareholder Information

Hillside Shopping Centre, Lobatse


Corporate Governance

Recently, the Botswana Stock Exchange (BSE) issued The BSE Code of Best Practice on Corporate Governance, which became effective from 1 April 2008. This Code promotes the highest standards of corporate governance by providing recommendations and principles in line with best practice. The Code has been reviewed and adopted by the Board in order to ensure that its principles are adhered to.

The Board’s role is to take full responsibility for the governance of the company at all levels. This includes driving the performance of the company while ensuring that it complies with all of its contractual, statutory and regulatory obligations. Ultimately, the successful operation of the company is the responsibility of the Board. The Linked Unitholders’ role is to appoint the Board of Directors and the External Auditors, and evaluate their performance.

The Board of Directors

The directors are aware of their responsibility to operate the company with integrity and according to accepted codes of corporate conduct.

The directors are responsible for maintaining a system of internal control at an appropriate level. They are also responsible for monitoring the preparation of the annual financial statements and the related financial information in this annual report, and are also responsible for approving these financial statements, thereby ensuring that they fairly present the company’s affairs for the financial year under review.

The offices of Chairman and Managing Director are separate, in accordance with global best practice. The Chairman is a non-executive director.

Corporate governance is the process by which companies are directed, controlled and risk managed. PrimeTime Property Holdings Limited supports the principles of transparency, accountability and integrity, which are fundamental to good corporate governance.


The Board of Directors is continuing to formalise certain aspects of governance. Currently, all the directors have extensive experience, which is bought to bear in the overall governance of the company. The Board meets on a quarterly basis to monitor the performance against the business plan and budget as well as to formulate and implement company policy and strategy. Name of Director 11/12/07 27/03/08 30/07/08

T S Mothibatsela ¸ ¸ ¸A L Kelly ¸ ¸ ¸P Matumo ¸ ¸ ¸R P Newman ¸ ¸ ¸M T Morolong ¸ ¸ ¸

It is the intention of the Board to introduce further governance measures in the following six months. An Audit Committee has been formed and consists of the three non-executive Directors, with Petronella Matumo in the chair. The first annual appraisal of both the Board and the Managing Director are scheduled to take place in January 2009.

Company Secretary and Professional Advice

The Company Secretary acts as the secretary of the Board and its Committees 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, and the removal of the company Secretary is a matter for the Board as a whole.

All directors are entitled to seek independent professional advice concerning the affairs of the company, at the company’s expense.

External Auditors

The external auditors are responsible for the independent review and the expression of an opinion on the reasonableness of the financial statements based on the audit. The external auditors have unrestricted access to the Board of Directors.

South Ring Mall, Gaborone


Annual Financial Statements 31 August 2008

CONTENTS PAGE

Directors’ report and statement of responsibility �7

Independent auditors’ report 20

Annual financial statements:

Income statement 2�

Balance sheet 22

Statement of changes in equity 23

Cash flow statement 24

Accounting policies 25

Notes to the financial statements 2� - 36



Nature of BusinessThe company is a variable rate loan stock public company and derives its revenue primarily from the rental of investment properties.

Stated Capital and DebenturesThe company was incorporated, as a public company, according to the Laws of Botswana on 29 August 2007, under company number CO 2007/4760, with the stated capital of P500 and 68 226 573 ordinary shares.

On 6 September 2007 at an extraordinary general meeting, the shareholders of the company approved the creation of 68 226 573 variable rate unsecured debentures and linking each of such debentures to each of the 68 226 573 ordinary shares in issue, thereby creating 68 226 573 linked units. The newly created variable rate unsecured debentures were issued to the ordinary shareholders for P9 500. Each linked unit comprises an ordinary share and one variable rate unsecured debenture which are indivisible by the Botswana Stock Exchange. At an extraordinary general meeting held on 6 September 2007, the shareholders resolved, subject to a successful placement of linked units to selected placees and the subscription by members of the public sufficient to qualify for a listing of the linked units on the main board of the Botswana Stock Exchange, and approval of the Botswana Stock Exchange of the listing of all the issued linked units of the company, to increase the stated capital by P5 380 608 comprising 86 089 727 ordinary shares, and to issue a further 86 089 727 variable rate unsecured debentures, each of which being indivisibly linked to one ordinary share of the additional 86 089 727 ordinary shares issued, thereby creating an additional 86 089 727 linked units.

Approval was granted for the listing of the company’s linked units and 86 089 727 new linked units, each comprising one ordinary share of one variable rate debenture indivisibly linked, were issued for a total value of P107 612 158 of which 80 000 000 were issued by way of the placing with institutional investors and the balance was offered to the public through an Initial Public Offering. The 154 316 300

linked units were listed on the main board of the Botswana Stock Exchange on 20 December 2007. Of the amount subscribed for in respect of a linked unit, 1/20 of such subscription was allocated to stated capital and 19/20 was allocated to debenture capital.

In January 2008, 26 100 linked units offered to the general public in the Initial Public Offering, were cancelled due to the late advise of cheques being returned to drawer by the receiving bank.

On 14 May 2008, at an extraordinary general meeting the shareholders of the company, 25 600 000 linked units, comprising one ordinary share and one variable rate unsecured debenture each, were placed under the control of the directors of the company to be issued for a consideration amount of P32 000 000, to be allocated to the stated capital and the debenture capital at the ratio of 1/20 allocated to the stated capital and 19/20 allocated to debenture capital of the company, as part settlement of an amount of P75 000 000 due by the company for the acquisition of certain investment properties from Tati Company Limited. The linked units were subsequently issued.

Financial StatementsThe company commenced business operations on 1 September 2007. The balance sheet sets out the financial position of the company at 31 August 2008 and the income statement reflects the operating results for the year ended on that date.

Linked Units Distribution PolicyDistributions to linked unit holders is primarily in the form of debenture interest. The company endeavours to maintain a distribution of 100% of net cash earnings after the servicing and repayment of any debt. The following distribution was made/proposed during the year:Debenture interest (thebe)

Interim paid 30 May 2008 4.36Final proposed 4.71 9.07

Directors’ Report31 August 2008

The directors have pleasure in submitting to the linked unit holders their report and the audited financial statements of the company for the year ended 31 August 2008.



Administration and ManagementThe management of the company’s properties is undertaken by Time Projects (Botswana) (Proprietary) Limited.

DirectorsThe following persons acted as directors of the company during the period under review:

T S Mothibatsela* (1) (Chairman) (Appointed 12 October 2007)A L Kelly (2) (Managing Director) (Appointed 6 September 2007)P Matumo* (1) (Appointed 12 October 2007)R P Newman* (2) (Appointed 12 October 2007)M T Morolong (1) (Appointed 6 September 2007)

* Non-executive (1) Motswana (2) South African

Directors’ Holdings in Linked UnitsThe number of linked units held directly and indirectly by directors is as follows:

Directors Held Directly Held Indirectly

T S Mothibatsela - - A L Kelly 330,664 46,755,269 P Matumo 4,000 - R P Newman - - M T Morolong 2,000 -

Directors’ Report (continued)

31 August 2008

��Annual Report 2008


Directors’ Statement Of Responsibility31 August 2008

The directors are responsible for the preparation of the financial statements which give a true and fair view of the state of affairs of the company as at 31 August 2008, and present fairly the profit or loss and cash flows and changes in equity of the company for the year then ended in accordance with International Financial Reporting Standards.

The independent auditors’ responsibility is to express an independent opinion on the fairness of the financial statements in all material respects, based on the audit of the affairs of the company.

The directors consider that, in preparing the financial statements for the year ended 31 August 2008 on pages 21 to 36, the company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates. The directors also consider that all applicable accounting standards have been followed and confirm that the financial statements have been prepared on the going concern basis.

The directors are responsible for ensuring that the company maintains accounting records which disclose with reasonable accuracy at any time the financial position of the company and which enable them to ensure that the financial statements comply with the Companies Act of Botswana (Companies Act, 2003).

The directors are also responsible for taking such steps that are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

The members of the Board are satisfied that management introduced and maintained adequate internal controls to ensure that dependable records exist for the preparation of the financial statements, to safeguard the assets of the company and to ensure all transactions are duly authorised.

Against this background, the financial statements set out on pages 21 to 36 which are stated in Pula, the currency of Botswana, have been approved and authorised for issue on 29 October 2008 by the Board of Directors and signed on its behalf by:

AL KellyManaging Director



TO THE MEMBERS OF PRIMETIME PROPERTY HOLDINGS LIMITED

Report on the Financial StatementsWe have audited the accompanying financial statements of PrimeTime Property Holdings Limited, set out on pages 21 to 36, which comprise the balance sheet as at 31 August 2008, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Financial StatementsThe directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the Companies Act of Botswana (Companies Act, 2003).

This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements present fairly, in all material respects the financial position of PrimeTime Property Holdings Limited as of 31 August 2008, and of its financial performance and its changes in equity and cash flows for the year then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of Botswana (Companies Act, 2003).

Certified Public Accountants29 October 2008Gaborone

Independent Auditors’ Report

Deloitte

2�Annual Report 2008


Notes 2008 P Revenue Contractual lease revenue 24 959 974 Rentals straight line adjustment 2 985 174

Rental income 27 945 148 Other operating revenue 1 1 582 866 Operating expenses 2 (12 097 488 )

Profit from operations before fair value adjustment 17 430 526 Fair value adjustment 3 84 304 403 Profit from operations 101 734 929 Net interest income 4 757 051

Profit before debenture interest 102 491 980 Debenture interest 5 (15 199 881 )

Profit before taxation 87 292 099 Taxation 6 (5 806 379 )

Net profit for the year 81 485 720 Earnings per linked unit (thebe) 7 20.66 Distribution per linked unit (thebe) Interest per linked unit 5 9.07 Dividend per linked unit - 9.07

Income Statement For The Year Ended 31 August 2008



Notes 2008 P ASSETS Non-current assets Investment properties at fair value 8 233 189 826 Rentals straight-line adjustment 2 758 445 235 948 271 Current assets Trade and other receivables 9 721 570 Rentals straight-line adjustment 226 729 Taxation receivable 45 087 Cash and cash equivalents 10 2 678 759 3 672 145 Total assets 239 620 416 EQUITY AND LIABILITIES Capital and reserves Stated capital 11 4 686 213 Debentures 12 132 610 057 Accumulated profits 13 81 485 720 Debenture interest reserve 14 8 472 828 Total equity and reserves 227 254 818 Non-current liabilities Deferred taxation 6 5 806 379

Current liabilities Trade and other payables 15 4 766 485 Deferred revenue 16 1 792 734 6 559 219

Total equity and liabilities 239 620 416

Balance Sheet31 August 2008

23Annual Report 2008


Debenture

Stated Accumulated interest

Notes capita l Debentures profits & reserve Total

P P P P P

Issue of linked units during the year 11, 12 6,979,477 132,610,057 - - 139,589,534

Share issue expenses 11 (2,293,264 ) - - - (2,293,264 )

Net profit for the year before debenture interest - - 96,685,601 - 96,685,601

Debenture interest declared 5 - - (15,199,881 ) 15,199,881 -

Debenture interest paid 5 - - - (6,727,053 ) (6,727,053 )

Balance at 31 August 2008 4,686,213 132,610,057 81,485,720 8,472,828 227,254,818

Statement Of Changes In Equity For The Year Ended 31 August 2008



Notes 2008 P Cash flows from operating activities Profit for the year before taxation 87 292 099 Interest expense 4 644 914 Debenture interest payable 5 15 199 881 Interest income 4 (1 401 964 )Fair value adjustments on revaluation of investment properties 3 (87 289 577 )Operating income before working capital changes 14 445 353 Increase in trade and other receivables ( 721 570 )Increase in trade and other payables 4 766 485 Increase in deferred revenue 1 792 734 Cash generated from operations 20 283 002 Interest paid ( 644 914 )Income taxes withheld at source ( 45 087 )Net cash generated from operating activities 19 593 001 Cash flows used in investing activities Interest received 1 401 964 Acquisition of investment properties 8 (148 885 423 )Net cash used in investing activities (147 483 459 ) Cash flows from financing activities Net proceeds from issue of linked units 137 296 270 Debenture interest paid (6 727 053 )Net cash generated from financing activities 130 569 217

Net increase in cash and cash equivalents 2 678 759 Movement in cash and cash equivalents Increase in cash and cash equivalents during the year 2 678 759 Cash and cash equivalents at end of the year 10 2 678 759

Cash Flow StatementFor The Year Ended 31 August 2008



ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)The company has adopted all of the new and revised Standards and Interpretations of the International Accounting Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for annual reporting beginning on or after 1 September 2007.

At the date of authorisation of these financial statements, the following Standards and Interpretations which are applicable to the company were issued but were not yet effective:

IAS 1 (revised 2008) - Presentation of Financial Statements - Effective 1 January 2009IAS 23 - Borrowing Costs - effective 1 January 2009IAS 32 (revised 2008) Financial Instruments Presentation - Effective 1 January 2009IAS 36 (revised 2008) Impairment of Assets - Effective 1 January 2009IAS 39 (revised 2008) - Financial Instruments - Recognition and Measurement - Effective 1 July 2009IAS 40 (revised 2008) - Investment Property - Effective 1 January 2009IFRS 8 - Operating Segments - Effective 1 January 2009IFRIC 15 - Agreements for the Construction of Real Estate - Effective 1 July 2008

The company has evaluated the effect of all the new standards, amendments and interpretations that have been issued prior to 31 August 2008, which would be effective for the company’s accounting periods on or after 1 September 2008. Based on the evaluation, management does not expect these standards, amendments and interpretations to have

a significant impact on the company’s results nor will their adoption in future periods have a material financial impact on the financial statements of the company. No significant judgements were made in the application of IFRS.

STATEMENT OF COMPLIANCEThe financial statements have been prepared in accordance with International Financial Reporting Standards.

BASIS OF PREPARATIONThe financial statements have been prepared on the historical cost basis as modified by the revaluation of investment properties. The financial statements are based on the following principal accounting policies:

REVENUE RECOGNITIONRevenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer credits, rebates and other similar allowances.

Rental IncomeRental income from operating leases is recognised in the income statement on a straight-line basis over the term of the relevant leases. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

The change in fair value of investment properties is offset against the rentals straight-line adjustment in the income statement.

Other Operating Revenue Other operating revenue comprises utility expenses, service levies and other costs recovered from tenants.

Accounting Policies31 August 2008

GENERAL INFORMATION

PrimeTime Property Holdings Limited is a limited company incorporated in the Republic of Botswana. The company is listed on the Botswana Stock Exchange. The address of its registered office, principal place of business and principal activities are disclosed on the page of Corporate Information.



Interest RevenueInterest is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

FOREIGN CURRENCY TRANSACTIONSTransactions in currencies other than Botswana Pula are initially recorded at the rates of exchange ruling on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rates of exchange ruling on the balance sheet date.

Profits and losses arising on foreign exchange differences are recognised in profit or loss in the period in which they arise.

BORROWING COSTSAll borrowing costs are recognised in profit or loss in the period in which they are incurred.

TAXATIONCurrent TaxThe charge for current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred TaxDeferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. In principle deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the asset is realised or the liability settled, based on tax rates (and tax laws) that have been enacted or substantively

enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

INVESTMENT PROPERTIESInvestment properties, which are properties held to earn rentals and capital appreciation, are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. Gains and losses arising from changes in the fair value of investment properties are included in the income statement in the period in which they arise.

IMPAIRMENTThe carrying amounts of the company’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If there is any indication that an asset is impaired, its recoverable amount is estimated. The recoverable amount is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised in the income statement whenever the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the expected future cash flows from the assets are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a change in the estimates used to determine the recoverable amount, but not to an amount higher than the carrying amount that would have been determined (net of amortisation) had no impairment loss been recognised in prior years.

LEASINGLeases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The Company as LessorAmounts due from lessees under finance leases are recorded as receivables at the amount of the company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the company’s net investment outstanding in respect of the leases.

Accounting Policies (continued)

31 August 2008



Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

The Company as LesseeAssets held under finance leases are initially recognised as assets of the company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit or loss. Contingent rentals are recognised as expenses in the periods in which they are incurred.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

CASH AND CASH EQUIVALENTSCash and cash equivalents comprise cash and funds held in bank accounts. The carrying amounts of these approximates to their fair value.

PROVISIONSA provision is recognised in the balance sheet when the company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax

rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

FINANCIAL INSTRUMENTSFinancial AssetsLoans and receivablesTrade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Bank balances and cash are defined as cash on hand, demand deposits and short term highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

Trade and other receivables, which generally have 30 to 90 day terms, are recognised and carried at original invoice amount less impairment losses. Impairment losses are recognised in the income statement when collection of the full amount is no longer probable. Impairment losses are written off as incurred.

Impairment of financial assetsTrade receivables are assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

Derecognition of financial assetsThe company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial


31 August 2008



asset, the company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Financial LiabilitiesThe company’s significant financial liabilities include interest bearing loans, related companies balances and accounts payables which have been classified as other financial liabilities.

Interest bearing loans are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

Trade payables and other accounts payable are stated at their nominal value. Equity and debt instruments, which comprise the stated capital and the variable rate unsecured debentures, are recorded at the proceeds received net of direct issue costs.

Derecognition of financial liabilitiesThe company derecognises financial liabilities when, and only when, the company’s obligations are discharged, cancelled or they expire.

Gains and Losses on Subsequent Measurement of Financial InstrumentsGains and losses arising from a change in the fair value of financial instruments are included in net profit or loss in the period in which the change arises.

Offsetting of Financial InstrumentsFinancial assets and financial liabilities are offset and the net amount reported in the balance sheet when the company has a legally enforceable right to set off the recognised amounts, and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

RELATED PARTY TRANSACTIONS

Related parties are defined as those parties:

(a) directly, or indirectly through one or more intermediaries, the party:

(i) controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and fellow subsidiaries);

(ii) has an interest in the entity that gives it significant influence over the entity; or

(b) that are members of the key management personnel of the entity or its parent including close members of the family.

All dealings with related parties are transacted on an arms length basis and accordingly included in profit or loss for the year.


31 August 2008



1 OTHER OPERATING REVENUE 2008 P Other operating revenue comprises:

Utilities, service levies and other costs recovered from tenants 1 582 866 2 OPERATING EXPENSES

Included in operating expenses are the following costs:

Amounts paid to related company Asset management fees 1 413 626

Property management fees 774 724 Letting fees 137 191 Occupational rent 4 638 262 Property administration fees prior to listing 1 136 193 8 099 996 Auditors’ remuneration

Audit fees 157 000 Directors’ emoluments For services as directors 140 000 Professional fees 99 316 Rentals and ground leases 742 191 Rates 272 792 3 FAIR VALUE ADJUSTMENT

Revaluation of investment properties to fair value on acquisition 75 052 843 Change in fair value of investment properties for the year 12 236 734 87 289 577 Rentals straight-line adjustment for the year (2 985 174 ) 84 304 403 4 NET INTEREST INCOME

Interest expense

- Bank overdraft 115 179 - Other 529 735 644 914 Interest income

- Bank deposits (1 401 964 ) Net interest income ( 757 051 )

5 DEBENTURE INTEREST Interim paid (30 May 2008) - 4.36 thebe 6 727 053

Final proposed - 4.71 thebe 8 472 828 15 199 881

Notes to the Financial Statementsfor the year ended 31 August 2008


Notes to the Financial Statements (continued)

for the year ended 31 August 2008

6 TAXATION 2008 P

6.1 Company Taxation Normal taxation -

Deferred taxation Current year 5 806 379

Charge to income statement 5 806 379 6.2 Estimated Tax Losses

The company has estimated tax losses amounting to P2 245 742

available to set off against future taxable income.

6.3 Deferred Taxation Capital gains tax deferred 2 747 196

Fair value adjustments to investment properties 3 059 183 Deferred tax liability at end of the year 5 806 379 Deferred taxation arises as follows:

Capital gains on acquisition of properties in terms of a directive issued by the Botswana Unified Revenue Services whereby the vendors were exempted from CGT on the sale of the properties to the company 6 826 270

Less: reduction during the year (4 079 074 ) Capital Gains Tax at end of the year on investment properties 2 747 196 Amount arising on other temporary differences 3 059 183 5 806 379

6.4 Reconciliation of Taxation Charge Income before taxation 87 292 099

Taxation at current tax rate 21 823 025 Fair value adjustments subject to Capital Gains Tax (18 763 211 ) Share issue costs capitalised (573 316 ) Tax losses for the year 561 435 Expenses not deductible 11 250 3 059 183 Capital Gains Tax 2 747 196 Charge per income statement 5 806 379 7 EARNINGS PER LINKED UNIT

The earnings and weighted average number of linked units used in the calculation of earnings per linked unit are as follows:

Net profit after taxation 81 485 720 Debenture interest 15 199 881 Profit for the year attributable to linked unit holders 96 685 601 Revaluation of properties on acquisition net of deferred Capital Gains Taxation (68 226 573 ) Earnings for the year distributable to linked unit holders 28 459 028 Weighted average number of linked units in issue for the year, for the purposes of earnings per linked unit 137 721 642




8 INVESTMENT PROPERTIES 2008

P At fair value

Freehold properties 138 571 059 Leasehold properties 94 618 767 Total investment properties 233 189 826 Reconciliation of fair value:

Properties acquired during the year at cost 148 885 423 Fair value adjustment for the year 87 289 577 Rentals straight-line adjustment (2 985 174 ) Balance at end of the year 233 189 826 The fair values of the company’s investment properties at 31 August 2008 have been arrived at on the basis of

valuations carried out at that date by Knight Frank Botswana (Proprietary) Limited, independent valuers. Knight Frank Botswana (Proprietary) Limited are members of the Real Estate Institute of Botswana and are registered in terms of the Real Estate Professionals Act 2003. The valuations, which conform to International Valuation Standards, were determined by reference to market evidence of transaction prices for similar properties.

Freehold properties comprise:

- Plot 203, Gaborone - Plot 22, Gaborone - Plots 689 and 690, Francistown - Plot 29, Gaborone - Lot 6142, Francistown - Plot 16177 - 16185, Francistown - Plots 662 - 666, Francistown

Plots 662 - 666 , Blue Jacket Square, Francistown were encumbered as per note 17.

Leasehold properties comprise:

- Plot 50423, Gaborone 50 year State grant from 20 October 1994 - Plot 20610, Gaborone 50 year State grant from 31 January 2000 - Plot 165, Gaborone 15 year Ground lease from 1 May 2005, with an option to

renew for another 5 year period - Plot 67979, Gaborone 50 year State grant from 13 July 2000 - Plot 29, Ghanzi 25 year Ground lease from 1 November 2001 - Plot 3273, Ramotswa 50 year Tribal lease from 9 March 1998 - Tribal Lot 2461, Serowe 25 year Ground lease from 1 December 2006 - Plot 4649, Lobatse 20 year Ground lease from 1 November 2004

9 TRADE AND OTHER RECEIVABLES

Trade receivables 231 805 Time Projects (Botswana) (Proprietary) Limited 495 Other receivables 489 270 721 570




2008 P10 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise:

Bank balances and deposits 2,678,759 11 STATED CAPITAL Number of shares Fully paid ordinary shares

Issued during the year: Issue of subscriber shares 68 226 573 500

Issue of shares under the Initial Public Offer 86 089 727 5 380 608 Cancellation of shares following Initial Public Offer (26 100 ) (1 631 ) Issue of shares in part consideration for the acquisition of

investment properties 25 600 000 1 600 000 Share issue costs for the Initial Public Offer - (2 293 264 ) Balance at the end of the year 179 890 200 4 686 213

Each Linked Unit in the Company comprises one ordinary share and one variable rate unsecured debenture as per note 12, which are indivisibly linked. It is not possible to trade with the shares or the variable rate unsecured debentures separately from one another.

The linked units are listed on the Botswana Stock Exchange.

All of the issued shares are of the same class and rank pari passu in every respect.

The share issue costs for the initial public offer include a P250 000 fee paid to Time Projects (Botswana) (Pty) Limited, for costs incurred in promoting the listing of the company.

In accordance with the Constitution, at any general meeting, every shareholder present in person or by authorised representative or proxy shall have one vote on a show of hands and on a poll, every member present in person, by authorised representative or by proxy shall have one vote for every share held.

12 DEBENTURES Number of

debentures Variable rate unsecured debentures

Issued during the year:

Issue of subscriber debentures 68 226 573 9 500 Issue of debentures under the Initial Public Offer 86 089 727 102 231 559 Cancellation of debentures following Initial Public Offer ( 26 100 ) ( 31 002 ) Issue of debentures in part consideration for the acquisition of

investment properties 25 600 000 30 400 000 Balance at the end of the year 179 890 200 132 610 057




12 DEBENTURES (CONTINUED)

Each Linked Unit in the Company comprises one ordinary share as per note 11, and one variable rate unsecured debenture, which are indivisibly linked. It is not possible to trade with the shares or the variable rate unsecured debentures separately from one another.

All of the variable rate unsecured debentures are of the same class and rank pari passu in every respect.

The debentures are governed in terms of a Trust Deed entered into between the company and John David Williams, as the Trustee for the debenture holders.

13 ACCUMULATED PROFITS 2008

P Arising from normal operations 2 521 Arising from fair value adjustments on revaluation of investment properties 81 483 199 Balance at the end of the year 81 485 720 The company has adopted the policy of distributing profits to linked unitholders by means of debenture interest

payments rather than dividends, and to distribute substantially all net profits arising from normal operations.

14 DEBENTURE INTEREST RESERVE

Debenture interest reserve balance at the end of the year 8 472 828 The final debenture interest proposed, as per note 5, is held in the debenture interest reserve pending payment. The debenture interest will be ratified at the forthcoming Annual General Meeting.

15 TRADE AND OTHER PAYABLES

Trade payables 755 237 Refundable deposits held for tenants 1 071 413 Related parties balances: 2 167 268 Time Projects (Botswana) (Proprietary) Limited 317 685 Linwood Services Limited 1 779 583 Directors’ fees 70 000 Other payables 772 567 4 766 485

16 DEFERRED REVENUE

Rentals received in respect of future periods invoiced in advance 1 792 734 17 BANKING FACILITIES AND GUARANTEES

The company has a general short term banking overdraft facility of P11 750 000 with Stanbic Bank Botswana Limited. The facility is secured by a First Continuing Covering Mortgage Bond for P15 400 000 over plots 662-666 Blue Jacket Square, Francistown.

The company has guarantees of P99 000 with Stanbic Bank Botswana Limited. The guarantees are secured by a cession and pledge of all accounts for the guarantee amount of P99 000. The guarantees carry a commission charge of 0.55% per quarter of a year.




18 FINANCIAL RISK MANAGEMENT Capital Risk Management The company manages its capital to ensure that it will be able to continue as a going concern while maximising the

return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the company consists of cash and cash equivalents and equity, comprising the stated capital, the variable rate unsecured debentures and accumulated profits as disclosed in the balance sheet. At 31 August 2008 the company had no interest bearing borrowings.

Significant Accounting Policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis

of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in the Accounting Policies statement in the financial statements.

Categories of Financial Instruments 2008 Financial assets P Related company balances and receivables (including cash and cash equivalents) 3 445 416 Financial liabilities

Related company balances and payables 6 559 219 The directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost

in the financial statements represent their fair values.

At the reporting date there were no significant concentrations of credit risk for amounts owing to related companies and receivables. The carrying amount reflected above represents the company’s maximum exposure to credit risk for such loans and receivables.

Financial Risk Management Objectives The directors monitor and manage the financial risks relating to the operations of the company through analysis of

exposures by degree and magnitude of each risk. These risks include market risk (including currency risk, interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.

Market Risk The company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and

interest rates as described below.

Foreign Currency Risk Management In the normal course of business, the company enters into transactions denominated in foreign currencies. In addition,

the company has liabilities in foreign currencies, which expose it to fluctuations in foreign currency exchange rates.

At 31 August 2008, the carrying values of financial instruments reported in the financial statements approximate their fair values due to their short-term maturity. The financial instruments are held in the ordinary course of business.




18 FINANCIAL RISK MANAGEMENT (CONTINUED)

Interest Rate Risk Management Fluctuations in interest rates impact on the value of short-term cash investment and financing activities, giving rise to

interest rate risk. The cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimising risks.

19 RELATED PARTY TRANSACTIONS Trading transactions The company has entered into a Property Management Agreement and an Asset Management Agreement with Time

Projects (Botswana) (Proprietary) Limited. The shareholders of Time Projects (Botswana) (Proprietary) Limited owned 37.50% of the issued linked units of the Company at 31 August 2008.

During the year, the company entered into the following trading transactions with related parties and had the following balances owed by/(to) related parties:

Purchases Purchases Debenture/ Amounts

investment services interest Rental Directors owed by(to)

property paid income fees related

(gross) parties

P P P P P P Time Projects (Botswana) ( Proprietary) Limited - 8 349 996 - 237 428 56 000 ( 345 190) Wholly owned subsidiaries of Time Projects (Botswana) (Proprietary) Limited 73 112 158 - - - - - Linwood Services Limited - - 2 038 530 - - (1 779 583) (ALKellyhasabeneficialinterestin LinwoodServicesLimited) Alexander Lees Kelly - - 14 417 - - - Mmoloki Turnie Morolong - - 87 - - - Petronella Matumo - - 174 - 28 000 ( 14 000) Tshipa S Mothibatsela - - - - 28 000 ( 14 000) R P Newman - - - - 28 000 ( 14 000)

Purchases were made at market price and were all in the ordinary course of business. The purchases of services from Time Projects (Botswana) (Proprietary) Limited includes asset management fees, property management fees, letting fees, occupational rent, and property administration fees prior to listing, as per note 2, and promoters expenses capitalised as per note 11.

The company purchased its first properties from the wholly owned subsidiaries of Time Projects (Botswana) (Proprietary) Limited on 20 December 2007, as disclosed above. The effective date of the purchase was 1 September 2007, however, the operating profit relating to the properties prior to the date of transfer, being 20 December 2007, accrued to the subsidiaries in the form of occupational rent. The company paid occupational rent amounting to P4 638 262 and property administration fees amounting to P1 136 193.

The amounts owed by or owed to related parties are unsecured and will be settled in cash. No guarantees have been given or received. No expense has been recognised in the period for bad or doubtful debts in respect of any amounts owed by related parties.




20 OPERATING LEASE ARRANGEMENTS

The company as a lessor Operating leases receivable by the company as a lessor relate to the investment properties owned by the company with lease terms of between 1 and 10 years. The lessees do not have an option to purchase the properties at the expiry of the lease period.

The property rental income earned by the company from its investment properties, all of which are leased out under operating leases, before the rentals straight-line adjustment amounts to P24 959 974 as reflected in the income statement. Direct operating expenses arising on the investment property for the year amounted to P7 708 359.

At the balance sheet date the company had contracted with tenants for the following future minimum lease payments: 2008

P Not longer than 1 year 31 981 945 Longer than 1 year and not longer than 5 years 71 298 327 Longer than 5 years 11 145 670 114 425 942

The company as a lessee Operating leases payable by the company as a lessee relate to the rental of land over certain leasehold properties as per note 8, over which the company has erected buildings, with lease terms of between 15 and 25 years.

The rental expense incurred by the company in respect of the above operating ground leases amounts to P742 191 as per note 2.

At the balance sheet date the estimated minimum lease commitments by the company to lessors amounts to:

Not longer than 1 year 892 743 Longer than 1 year and no longer than 5 years 4 941 579 Longer than 5 years 63 119 404 68 953 726 21 CAPITAL COMMITMENTS

There were no capital commitments at year-end.

22 EVENTS AFTER THE BALANCE SHEET DATE There were no material events after the balance sheet date that may require adjustment or disclosure in the financial statements.

23 SEGMENTAL REPORTING The company’s business activities are concentrated in the segment of property rentals and are carried out within the geographical region of Botswana.

24 CONTINGENT LIABILITIES At the balance sheet date the cumulative exposure of the company to Capital Gains Tax on the investment properties,

excluding the Capital Gains Tax liability provided as per note 6, amounts to P2 608 381.

25 COMPARATIVE FIGURES This is the company’s first reporting period, accordingly comparative figures have not been presented.


THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in doubt as to the action you should take in relation to this document, please consult your stockbroker, banker, legal advisor or other professional advisor immediately.

Action required:1. If you have disposed of all of your shares in PrimeTime Property Holdings Limited, this circular

should be sent to the agent through whom you have disposed of such shares, for onward delivery to the purchaser of those shares.

2. A notice convening an Annual General Meeting of Unitholders of PrimeTime Property Holdings (“AGM”), to be held at 16h30 on Wednesday 28 January 2009 at The Gaborone Sun Hotel, Gaborone, is attached hereto, which notice forms an integral part of this Circular. The relevant form of proxy is also attached. Unitholders who are unable to attend the AGM should complete the attached form of proxy and return it to the Company Secretary so as to be received by no later than 15h00 on Monday 26 January 2009. Submission of a form of proxy will not preclude Unitholders from attending and voting in person at the AGM, should they so desire.

PrimeTime Property Holdings Limited(“PrimeTime ” or the “Company”)

Incorporated in the Republic of Botswana on 29 August 2007Company No. 2007/4760

CIRCULAR TO UNITHOLDERSregarding

- the adoption of a Constitution in place of the existing Constitution terms of Section 43(2)and incorporating

- a notice convening the Annual General Meeting- a form of proxy

Contents PageDefinitions Page 38 Salient dates and Times Page 38Purpose of the Circular Page 38Reasons for Amendments Page 38Announcement Page 40Annual General Meeting Page 40Notice of Annual General Meeting Page 41Form of Proxy Page 43 & 44

Circular To Unitholders


DefinitionsIn this Circular unless otherwise stated or the context otherwise requires, the words in the first column have the meanings

stated opposite them in the second column, words in the singular include the plural and vice versa, and words importing natural persons shall include juristic persons, whether corporate or incorporate, and vice versa:

“Act” the Companies Act, 2003, Act No 32 of 2004 as amended;“BSE” the Botswana Stock Exchange;“Botswana” the Republic of Botswana;“Circular” this Circular dated 21 November, 2008 including the annexures hereto, the notice of General

Meeting and form of proxy;“Constitution” the Constitution of PrimeTime as amended as at date hereof;“Directors” the Board of Directors of PrimeTime;“General Meeting” the Annual General Meeting of Unitholders to be held on 28 January 2009;“Linked Unit” a linked unit comprising one ordinary share in the issued share capital of the Company indivisibly

linked to one debenture; “PrimeTime or the Company” PrimeTime Property Holdings Limited (registration number 2007/4760) incorporated in the

Republic of Botswana, and listed on the BSE;“Resolutions” the resolutions reflected in the Notice of Annual General Meeting incorporated within this

Circular;“Unitholders” holders of Linked Units in PrimeTime;

Salient Dates And Times (Year 2009)

• Forms of proxy to be received by 15h00 Monday 26 January • Annual General Meeting at 16h30 Wednesday 28 January • The above dates and times are subject to change. Any amendment will be published in the press.

1. Purpose of the Circular

The purpose of the Circular and the Notice of Annual General Meeting is to furnish information to the Unitholders as to the adoption of a Constitution in place of the existing Constitution and to convene the Annual General Meeting to be held at The Gaborone Sun, Gaborone, at 16h30 on 28 January 2009, at which meeting Unitholders will be asked to approve the following special business pursuant to amending the Constitution:

a. a special resolution to revoke the existing Constitution and adopt a new Constitution in its place in terms of section 43 (2) of the Companies Act;

2. Reasons for Amendments

The new Constitution of the Company is to all extents and purposes the same as the existing Constitution save that the amendments seek to effect the following substantive changes:

a. to amend clause 12.1 to require notice to Unitholders to change from “21 working days notice” to “21 days notice”;

Circular To Unitholders (continued)


b. to amend clause 14.2 to require that the size of the quorum for a meeting of Unitholders change from “40% of the Unitholders having the right to vote at the meeting being present” to “at least two Unitholders or their proxies” being present “who between them hold at least 51% of the issued share capital of the Company”;

c. to delete clause 15.4 (b)(i) that provides for voting by a Unitholder who holds shares that are not fully paid up. The reasons for proposing the main amendments are explained below:

Notice to Unitholders This change is proposed to bring the Company’s Constitution in line with the Companies Act as read together

with the BSE Listings Requirements (“the Listings Requirements”). The Listings Requirements require notices to Unitholders to be dispatched at least 21 days before a meeting, and the Companies Act requires that notices be sent out at least 10 working days before a meeting. To avoid confusion, the notice period is proposed to be amended to reflect the standard set by the Listings Requirements.

Size of a Quorum This change is proposed because the original text contained a typographical error that changed the meaning of the

clause. The change from:

“A quorum for a meeting of Unitholders is present if 40 % of the Unitholders having the right to vote at the meeting are present in person or by Representative”

should have read

“A quorum for a meeting of Unitholders is present if Unitholders, who between them hold 40% of the votes able to be exercised at the meeting, are present in person or by Representative”

However, it was decided that since the Companies Act in the Second Schedule prescribes what a quorum for a meeting of Unitholders should consist of, that in correcting the typographical error, the quorum prescribed by the Companies Act, as read together with the Listings Requirements would be adopted so as to avoid any confusion. Thus it is proposed that clause 14.2 should read:

“A quorum for a meeting of Unitholders is present if at least two Unitholders or their proxies are present, who between them hold at least 51% of the issued share capital of the company.”

Voting by a holder of shares not fully paid up The following clause at 15(4) (b) (i) is deleted in its entirety:

“in respect of each share held by that Unitholder which is not fully paid, a fraction of the vote or votes which would be exercisable if that share was fully paid. That fraction must be equivalent to the proportion which the amount paid (not credited) is of the total amount paid and payable (excluding amounts credited and amounts paid in advance of a call).”

This is as shares in a listed company can only be issued as fully paid shares, so it is extraneous to have a provision for voting only as to the amount of the share that is paid up. It is accordingly proposed that the provision be deleted.



Adoption of a Constitution Apart from the main amendments to the Constitution that are detailed above, several other changes are sought to

be effected, these include, correcting references to the BSE Listings Requirements, correcting cross-referencing and other typographical and grammatical errors and defining terms used in the document.

In light of the number of non-substantive changes, the Directors propose that the existing Constitution be revoked and replaced with a new Constitution that would avoid the need for numerous amendments to be filed with the existing Constitution. Instead, one Constitution will be filed that incorporates the substantive changes and all the typographical and grammatical amendments that are required.

Constitution available for inspection In order that Unitholders may read the entire document should they so wish, a marked up draft of the Constitution

will be available for inspection at the registered office of the Company, during normal business hours from 21 November 2008 until 28 January 2009, the date of the AGM.

3. Announcement The results of the special business that is to be voted on at the Annual General Meeting will be announced in the press

on 06 February 2009.

4. Annual General Meeting Following hereafter and forming part of the Circular is the Notice of the Annual General Meeting of Unitholders of

PrimeTime Property Holdings Limited to be held at the Gaborone Sun Hotel, Gaborone on 28 January 2009 at 16h30 for the purpose of considering the business of the Annual General Meeting and of considering the special business.

Unitholders who are unable to attend the General Meeting and who wish to be represented there at are requested to complete and return the attached form of proxy in accordance with the instructions contained therein and in the Notice of the Annual General Meeting.

A proxy need not be a Member of the Company.

By order of the Board.

Tshipa Mothibatsela Chairman of the Board of Directors

Gaborone21 November 2008

Registered OfficePlot 50371Fairground Office ParkP O Box 294Gaborone

PrimeTime Property Holdings Limited



(“PrimeTime ” or the “Company”)Incorporated in the Republic of Botswana on 29 August 2007

Company No. 2007/4760

Tshipa Samuel Mothibatsela (Chairman)Alexander (Sandy) Lees Kelly

Petronella MatumoMmoloki Turnie Morolong

Roger Peter Newman

Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Unitholders of the Company will be held at the Gaborone

Sun Hotel, Gaborone at 16h30 on Wednesday 28 January 2009, for the purpose of transacting the following business and considering and if deemed fit, passing, with or without modification, the following resolutions:

Agenda

Ordinary Business

1. To read the notice convening the meeting.

2. Ordinary Resolution 1: To receive, consider, and adopt the audited financial statements for the year ended 31 August 2008.

3. Ordinary Resolution 2: To approve the interim interest payment of 4.36 thebe per. linked unit declared on 27 March 2008 and paid on 30 May

2008, as authorised and recommended by the Directors. 4. Ordinary Resolution 3 To approve the final interest payment of 4.71 thebe per. linked unit declared on 29 October 2008 and paid on 5

December 2008, as authorised and recommended by the Directors.

5. Ordinary Resolution 4 To approve the re-election of all the directors of the Company in one resolution in accordance with clause 20.5 of

the Constitution.

6. Ordinary Resolution 5 To re-elect the following directors of the Company: Tshipa Samuel Mothibatsela (Chairman); Alexander (Sandy) Lees Kelly; Petronella Matumo;

Notice of Annual General Meeting


Mmoloki Turnie Morolong; Roger Peter Newman

who retire by rotation in terms of clause 20.9.1. of the Constitution and, being eligible, offer themselves for re-election.

7. Ordinary Resolution 6 To approve the remuneration of the Directors for the year ended 31 August 2008. An annual retainer fee of P12 000

and a sitting allowance of P4 000 per meeting.

8. Ordinary Resolution 7 To appoint auditors for the ensuing year and to fix their remuneration.

9. Special Business.

To consider, and if considered fit, to pass the following special resolution to revoke the existing Constitution and to adopt a new Constitution containing all the amendments under the Companies Act, 2003:

Special resolution 1: Resolved to revoke the existing Constitution and adopt a new Constitution in its place in terms of section 43 (2) of

the Companies Act;

Voting and proxies All Unitholders entitled to vote will be entitled to attend and vote at the Annual General Meeting.

A Unitholder who is present in person, or by authorised representative or by proxy shall have one vote on a show of hands and have one vote for every ordinary share held on a poll.

Each Unitholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies (none of whom need be a Unitholder of the Company) to attend, speak and subject to the Constitution of the Company vote in his/her/its stead.

The form of proxy for the Annual General Meeting, which sets out the relevant instructions for its completion, is annexed hereto.

In order to be effective, a duly completed form of proxy must be received by the Company Secretary at Plot 203, Independence Avenue, P.O. Box 1395, Gaborone, Botswana, not later than 15h00 on 26 January 2009.

By Order of the Board

Tshipa Mothibatsela Chairman of the Board of Directors

Gaborone 21 November 2008

Notice of Annual General Meeting (continued)


For completion by Unitholders

PLEASE READ THE NOTES OVERLEAF BEFORE COMPLETING THIS FORM. EXPRESSIONS USED IN THIS FORM SHALL, UNLESS THE CONTEXT REQUIRES OTHERWISE, BEAR THE SAME MEANINGS AS IN THE CIRCULAR TO UNITHOLDERS OF PRIMETIME ISSUED ON 21 NOVEMBER 2008

For use at the Annual General Meeting of Unitholders of the Company to be held at the Gaborone Sun Hotel, Gaborone at 16h30 on Wednesday 28 January 2009.

I/We .(Name/s in block letters)Of .(Address)Appoint (see note 2):1. or failing him/her, 2. or failing him/her, 3. the Chairman of the Meeting,

as my/our proxy to act for me/us at the General Meeting which will be held, in addition to considering the ordinary business, for the purpose of considering and if deemed fit, passing with or without modification, the resolutions to be proposed under the special business vote thereat and at each adjournment thereof, and to vote for or against the resolutions and/or abstain from voting in respect of the Ordinary Shares registered in my/our name in accordance with the following instructions (see note 2):

Number of Ordinary Shares

For Against Abstain1. Ordinary Resolution 1 2. Ordinary Resolution 2 3. Ordinary Resolution 3 4. Ordinary Resolution 4 5. Ordinary Resolution 5 6. Ordinary Resolution 6 7. Ordinary Resolution 7 8. Special Resolution 1

Signed at on 2009

Signature .

Assisted by (where applicable)

Each Unitholder is entitled to appoint one or more proxies (who need not be Member/s of the Company) to attend, speak and vote in place of that Unitholder at the General Meeting.

Please read the notes on the reverse side hereof.

Form of Proxy


1. A Unitholder must insert the names of two alternative proxies of the Unitholder’s choice in the space provided, with or without deleting “Chairman of the Annual General Meeting”. The person whose name appears first on the form of proxy, and whose name has not been deleted will be entitled to act as proxy to the exclusion of those whose names follow.

2. A Unitholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the Unitholder in the appropriate space provided. Failure to comply herewith will be deemed to authorise the proxy to vote at the General Meeting as he/she deems fit in respect of the Unitholder’s votes exercisable thereat, but where the proxy is the Chairman, failure to comply will be deemed to authorise the proxy to vote in favour of the resolution. A Unitholder or his/her proxy is obliged to use all the votes exercisable by the Unitholder or by his/her proxy.

3. Forms of proxy must be lodged at or posted to the Company Secretary at Plot 203, Independence Avenue, P.O. Box 1395, Gaborone, Botswana by not later than 15h00 on 26 January 2009.

4. The completion and lodging of this form will not preclude the relevant Unitholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such Unitholder wish to do so.

5. The Chairman of the General Meeting may reject or accept any form of proxy not completed and/or received other than in accordance with these notes provided that he is satisfied as to the manner in which the Unitholder concerned wishes to vote.

6. An instrument of proxy shall be valid for the General Meeting as well as for any adjournment thereof, unless the contrary is stated thereon.

7. A vote given in accordance with the terms of a proxy shall be valid, notwithstanding the previous death or insanity of the Unitholder, or revocation of the proxy, or of the authority under which the proxy was executed, or the transfer of the Linked Units in respect of which the proxy is given, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company not less than one hour before the commencement of the General Meeting or adjourned General Meeting at which the proxy is to be used.

8. The authority of a person signing the form of proxy under a power of attorney or on behalf of a company must be attached to the form of proxy, unless the authority or full power of attorney has already been registered by the Company or the Transfer Secretaries.

9. Where Linked Units are held jointly, all joint Unitholders must sign.

10. A minor must be assisted by his/her guardian, unless relevant documents establishing his/her legal capacity are produced or have been registered by the Company.

Notes

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