Kyalami Surface Business Plan — Company and Business Overview

Legal structure and ownership, objectives, revenue streams and the current stage of development.

Section 4 of 31

Company and Business Overview

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A newly incorporated private company with no trading history, seeking capital to build the first of two studios.

Kyalami Surface Company (Pty) Ltd is a private company incorporated in South Africa. It is a start-up: it has no trading history, no existing revenue and no operating assets. This document should be read on that basis. Every figure presented is a projection derived from the financial model described in Section 22, and none of it is historical.

Table 1. Company particulars

Item

Detail

Legal name

Kyalami Surface Company (Pty) Ltd

Legal form

Private company incorporated under the Companies Act, 2008

Trading name

Kyalami Surface Co.

Jurisdiction

Republic of South Africa

Registered office

Kyalami corridor, City of Johannesburg, Gauteng

Financial year end

Last day of February

Stage of development

Pre-revenue start-up; premises identified, supplier accreditation in progress

Tax status

South African resident; 27% corporate income tax; VAT vendor on registration

B-BBEE

Targeted Level 4 at inception, improving to Level 2 by Year 3 through the skills development and enterprise development elements

Employees at close

Nil; first cohort of installers contracted at financial close

Ownership and governance

At financial close the founders will hold 48% of the issued share capital, having subscribed R1.5m in cash and contributed the brand, the supplier accreditation work and the site identification. The institutional investor will subscribe R7.5m for 38% at inception and a further R4.0m in month 21 for an incremental 14%, taking the institutional holding to 52% on full deployment.

Table 2. Indicative capitalisation

Tranche 2 percentages are shown on the basis that the performance conditions in Section 21 are satisfied and the tranche is subscribed in full.

Shareholder

At close

Post tranche 2

Cash subscribed

Founders (executive)

62.0%

48.0%

R1.5m

Institutional investor — tranche 1

38.0%

38.0%

R7.5m

Institutional investor — tranche 2

14.0%

R4.0m

Total

100.0%

100.0%

R13.0m

The board will comprise two executive directors, one investor-nominated non-executive director and one independent non-executive director appointed jointly. The investor director will chair the audit and risk committee. Reserved matters requiring investor consent will include capital expenditure above R500,000 in aggregate outside approved budget, the incurring of debt outside the agreed facilities, the opening of any additional studio, and any change to the film supplier accreditation.

Mission, vision and strategic objectives

Mission

  • To protect and transform high-value vehicles to a standard that the owner can verify, at a scale that the South African market has not previously been offered.

Vision

  • To be the appearance-protection brand that premium vehicle owners and franchise dealer groups in South Africa specify by name by 2032.

Five strategic objectives follow from this and are carried through the plan as measurable targets:

  1. Reach 76% billable installer utilisation at the Kyalami studio by month 16 and hold it.
  2. Build an internal certification pipeline producing four fully certified installers per year by Year 3, sufficient to staff a third studio without external recruitment.
  3. Hold rework and warranty cost below 2.0% of revenue on a rolling twelve-month basis.
  4. Secure formal referral agreements with at least six franchise dealer groups by month 18, taking the trade channel to a third of revenue.
  5. Open the Cape Town studio in month 22 and reach target utilisation there within thirteen months of first revenue.

Products, locations and current position

The Company will operate from leased industrial premises fitted out as controlled installation environments. Appearance-protection work is contamination-sensitive: a single dust particle trapped under film is a visible defect on a R74,000 installation. The fit-out specification, filtered positive-pressure air, sealed epoxy floors, 5000K colour-corrected lighting and dedicated wash and decontamination bays, is the reason studio capital expenditure is R5.6m rather than the R1.5m a conventional workshop would require.

Table 3. Studio roll-out plan

Studio

Location

Opens

First revenue

Bays

Installers at maturity

Capex

Studio 1

Kyalami, Gauteng

Month 1

Month 3

6

7.5 FTE

R5.6m

Studio 2

Cape Town, Western Cape

Month 22

Month 24

4

5.5 FTE

R3.9m

Total

10

13.0 FTE

R9.5m

A third studio in KwaZulu-Natal is contemplated in Year 6. It is deliberately excluded from the financial projections. Including it would improve the headline return while adding execution risk that the Company has not yet earned the right to take.