Appendix 2 Headland Letter



We reiterate your own council’s view on the urban edge, as contained in the 23/3/2007 report to PEPCO (12-04-07) in which the legal position of the urban edge was clarified:



• “Ever since Council’s submission of the urban edge to Provincial Government Western Cape (PGWC) for statutory approval was turned down there has been ongoing uncertainty as to the ‘power’ of the City’s Urban Edge Policy (adopted by Council ion 2001) in relation to the ‘power’ of the Metropolitan Guide Plan (approved in 1988) which remains the guiding statutory mechanism (applicant’s note: Helderberg Guide Plan has the same status as the Metro Guide Plan, and PEPCO’s meaning therefore applies to the Helderberg plan as well)



• As a result the City initially engaged with PGWC over the possibility of it at some point reconsidering its decision not to formally approve the urban edge as a section 4(6) Structure Plan (in terms of LUPO, 1985). However, reconsideration was not forthcoming.



• In view of the current district planning process, and the intention that the district SDPs being developed for the City will be approved as 4(6) structure plans, it is envisaged that the District SDPs, inclusive of the urban edge, will effectively super-cede the guidance of the 1988 Metropolitan Guide Plan (applicant’s note: read Helderberg Guide Plan) “



In amplification of our planning report, we urge you to consider the following with respect to the urban edge versus guide plan applicable to our client’s property, and the fact that you may not issue a negative comment based on the urban edge as an argument:



1. Firstly, The Local Government: Municipal Systems Act 32 of 2000 (“the Systems Act”) enjoins the municipality to undertake “developmentally-orientated planning”. In so doing it must take account of the principles for land development contained in Chapter 1 of the Development Facilitation Act 67 of 1995. Section 35 of the Systems Act provides that the municipality’s integrated development plan binds the municipality in the exercise of its executive authority, except to the extent of any inconsistency between the municipality’s integrated development plan and national or provincial legislation, in which case such legislation prevails.



1.1. At this junction it is important to note that it is clear that the City is obligated to abide by the statutory Guide Plan’s designations, and cannot override those provisions with municipal policy (the urban edge where it differs in delineation) which is not aligned to the Guide Plan.



1.1.1. In this regard the following explanation of the above effect is reported in case 252/99 (Akani Garden Route (Pty) Ltd vs Pinnacle Point Casino (Pty) Ltd):



1.1.2. “I prefer to begin by stating the obvious, namely that laws, regulations and rules are legislative instruments whereas policy determinations are not. As a matter of sound government, in order to bind the public, policy should normally be reflected in such instruments. Policy determinations cannot override, amend or be in conflict with laws (including subordinate legislation). Otherwise the separation between legislature and executive will disappear. Cf Executive Council, Western Cape Legislature, and Others v President of the Republic of South Africa and Others 1995 (4) SA 877 (CC) par 62.”



1.2. Furthermore, in terms of section 24(1) of the Systems Act the “planning undertaken by a municipality must be aligned with, and complement, the development plans and strategies of other affected municipalities and other organs of state so as to give effect to the principles of co-operative government contained in section 41 of the Constitution.”.



2. Secondly, the Helderberg Urban Edge study is heavily predicated on the fact that the statutory Guide Plan would have made way for the MSDF, an event which never happened (refer bullet points above). The fact that this never occurred, places that entire study in jeopardy, because it ignores statutes and presents itself as fixed policy (at the same level of enforceability as a Guide Plan would). This situation is untenable, particularly in light of the legal situation under points 1.1 & 1.2.



2.1. One assumes that it was the intention to approve the Helderberg Urban Edge as a 4(10) plan since the MSDF would become the 4(6) plan replacing the guide plan (we find no specific reference to the approval mechanism in the Helderberg Urban Edge report).



2.2. Section 4(11) of the LUPO states that all 4(10) plans inconsistent with a Guide Plan may not be approved, and may not continue to exist.



2.3. The meaning is clear: the urban edge study is non-binding policy (note 3rd sentence at 1.1.2, above), and may not exist where it deviates from the Guide Plan in matters of urban determination/exclusion (we hesitate to say that the entire urban edge “may not continue to exist” because we cannot comment on one flaw in a document invalidating the whole document).



3. Thirdly, the Guide Plan process is a forward planning document, which deals in broad-brush principles of where development should or should not happen, much as your current SDF and Urban Edge process intends doing.



Those guide plan broad brush principles obviously do not impart rights, and we are disappointed that your department in commenting on our application, assumes that we do not know the distinction. There is perhaps an element of planning law which is missing in our discussion, and that is the real implication of the fact that structure planning does not grant nor take away rights. The effect is of forward planning is clear:



• a structure plan amendment (for example from agriculture to residential) does not impart the zoning rights, ie land use does not suddenly vest because the structure plan indicates residential.



• What is does do, however, is impart the acceptability of residential development (in our example) on a certain piece of land, subject to site specific studies.



• In other words, the hurdle of the principle of development is passed, and a de facto right is expressed. To express it in land development terms, it is the difference between an option agreement (forward planning) and a concluded sale (subdivision/rezoning approval):



o the option creates a contract whereby a principle is established but, subject to various detail, the principle will or won’t be exercised. There will not be another option in operation at the same time between the two same parties under which the contract differs from the principles of the first option.



o Whereas a concluded sale agreement is the exercising of a right.



• It is this last important distinction (to be able to exercise a right) that a structure plan does not impart, but it does very clearly give the impression that the creation of the right will be acceptable.



4. The process of land development based on structure planning (as an investment decision by developers) has the following effect:



• Identify land for purchase,



• Identify whether the forward planning document (in this case the Guide Plan) allows for the PRINICPLE of development – in other words the PRINCIPLE (as a desirability test under LUPO) is established, it cannot be removed (unless the document giving rise to the principle is amended).



• The next level of assessment deals with specific physical issues (wetlands, slopes, fynbos, water courses, etc) – again, we reiterate this point very strongly: there CANNOT be this next level of plan which excludes development IN PRINCIPLE, because the whole reason of interlocking planning tools is that they mutually support each other, not contradict each other.



• Once the site has been assessed as to its physical constraints, only then does one know where developable areas are. If the land is not suitable for development because of these factors - and not based on whether the urban edge is compatible - only then will the developer decide to purchase elsewhere.



5. The process as explained above, amounts to certainty and logical, sequential decisions.



6. The urban edge in principle excluding land from development where a higher order plan supports such development - subject to the various site specific studies – is not fair or just decision making.



7. Note here also that were the urban edge a physical feature (and not a “policy” statement), then it would form part of the exclusion areas. However, since you are applying it as a policy directive sitting in between the level of the Guide Plan (statutory informant) and the site’s attributes (physical informants), it competes directly with the Guide Plan and must therefore show consistency – there is simply no other alternative.



8. To reiterate our point in a different manner, with a more clear-cut understanding of the law (since Urban Edges are not legal tools in terms of LUPO, and the SDF does not yet exist to bring effect to the urban edge in terms of the MSA):



• had there been an approved 4(10) structure plan for the area, and that structure plan had wanted to exclude the site, in principle, from development, that 4(10) plan would be put on hold, pending amendment of the Guide Plan, so that the 4(10) plan could be consistent and have proper status.



• The same applies for the urban edge study: The study’s intention is to limit development in certain areas, but as an approved (or to be approved) document it would necessitate an amendment of the Guide Plan. Your assertion that the guide plan is a long term vision, and that the urban edge is more short term as a guideline document and can therefore be enforced as an exclusionary tool in the presence of the Guide Plan, is simply not supported by the consistency requirements of the Physical Planning Act, the MSA nor the LUPO.



• Where your department is absolutely correct is to state that the Guide Plan is outdated, and urgently requires revision, hence your SDF and District Planning process. And we take your point that your process would seek to amend the guide plan to suit your vision of urban limits.



• However, as that process will not be concluded for at least another 18 months you may not delay our application in anticipation of that process, nor in anticipation of the Urban Edge Task Team’s review process. It simply does not amount to fair and reasonable decision making as defined under the Promotion of Administrative Justice Act. In fact, it is not supported by LUPO either, because you are precluded from dealing with draft, unapproved documents when making land use and spatial planning decisions. The time provisions of decision making under LUPO also play a role.



9. A potent statement in the Hottentots-Holland Basin Guide Plan with respect to agricultural potential and protection of assets from Urban Development, is :



• (page 30) “In the demarcation of the guide plan area special attention was given to the possibility of channelling urban development in such a way that high-potential agricultural land would not be sterilised.” (own highlight added)



10. Lastly, the land in question was EXCLUDED from the provisions of Act 70 of 1970 (Subdivision of Agricultural Land Act). In other words, the competent authority deemed that the land was not critical to farming, hence the guide plan statement under page 30 (see previous point).



In conclusion, we would also like to add that the issue of the Guide Plan being an outdated document is not relevant to the issue whether the urban edge is legitimate. The real issue is a legal one of whether the urban edge is an enforceable policy where it is in conflict with the Guide Plan with respect to the mismatch between forward planning statements, a mismatch which cannot be used as a means to pass negative comment on our application. We submit that the legal situation exists that the urban edge is ultra vires, at least where it is inconsistent with the guide plan in matters of where urban development may be located.



We therefore request that you immediately revise your comments, and address the current statutory forward planning statements.



Yours faithfully

HEADLAND

Claus Mischker



























Appendix 3 Summary of the Founding partners approach



THE VERGENOEGD DEVELOPMENT INITIATIVE



Summary of the Founding partners approach in formulating a development proposal at Vergenoegd Estate.



1. Securing the opportunity



From the period April 2005 to the 31st of October 2005 the founding partners – Rod MacPhail and Andy Miles -of the Vergenoegd project –subsequently to become a corporate structure in ASISA Agri-tourism (Pty) Ltd (ASISA) and the Vergenoegd Development Initiative (Pty) Ltd (VDI) - held many discussions with the Vergenoegd Trust, the owners of the Vergenoegd wine estate, with a view to acquiring the property.



The owner of the farm had made a decision to dispose of the property since the business of growing and making wine, although of excellent quality, was not commercially successful and had been consistently incurring losses for a number of years. Clearly this is unsustainable in the long term. The owner had been disposing of their land assets over a period of 15 years in order to maintain the business. Eventually the owner took the view that it was time that others should take over the property and develop a plan to restore the farm to good financial health.



During that time the owner of the farm had held discussions with a number of potential purchasers with a view to eliciting the information regarding their future intentions for the farm. The farm has been in the ownership of the Faure family for over 200 years, and the present winemaker is a member of for a family.



Several offers and proposals were made to the farm’s owner’s during the six-month period of negotiation. The owners wished to have an understanding of the development concepts which would be used on the farm should transfer of ownership take place.



Of concern was the maintenance and rehabilitation of the historic buildings, a turnaround in the fortunes of the wine business, the maintenance of the family link in the winemaking tradition.



The founding partners of ASISA and VDI had a vision which would turn around the fortunes of the wine farm, add a significant tourism node, and develop portions of the unused parts of the farm to generate funding to give effect to the vision.



The farm’s owner was convinced that ASISA had the right formula and on the 31st of October 2005 entered into an option agreement under which ASISA would acquire Vergenoegd.



2. Fundamental Policy and Direction of The Project



The founding partners set a clear direction and objective for the project that embodied the following – economically sustainable success, preserving the environment in all respects and the provision of upliftment through genuine broad based economic empowerment. At the stage neither Andy nor Rod were aware of the concept of a Sustainable Development Initiative that has subsequently become the cornerstone of the project. Nevertheless right from the outset the entrepreneurial intuition of the founders provided a clear vision for the project that embraced these principles.



3. Preliminary meetings – formulating the initial ideas



Being entrepreneurs, the founders’ vision for the business opportunities was the easiest to conceptualise. The six month period of negotiation with the Faure family had provided an opportunity to work through iterations of ideas and possibilities. The tourism experience and expertise of the founders immediately recognised the tourism potential at Vergenoegd and tourism became a key element of the business strategy. The wine business is economically unattractive but it creates a superb physical environment for tourism and provided it occurs sensitively a marvellous environment for residential property. One of the key issues or challenges in realising the opportunity was to find a viable plan to generate funding to enable the overall project to be implemented. At that stage the possibility of residential development looked like the solution to at least portion of this funding need. Subsequently the addition of further development potential on the land on the southern side of the N2 brought economic viability to the full conceptual plan.



Where did the process of the founders start? “Getting started with the right intentions and the right partners”. The first meeting that ASISA held with the BBBEE consultant was on 2nd November 2008 just three days after the signature of the option agreement. This meeting was to discuss the best method to give effect to broad-based black economic empowerment from this project. On the advice of the consultant and together with the desire of ASISA it was agreed that we would negotiate with the Nation’s Trust to become the first BBBEE partner in the project. The motivation came from a clear meeting of minds. The founding entrepreneurs were looking for a reliable process to foster job creation both from within the project (the founders had already formulated a list of initial ideas of potential new business opportunities) and if surplus funds could be made available then for broader and more ambitious purposes. The Nation’s Trust provided exactly that vehicle and become the first partners to join the Vergenoegd Development Initiative (VDI). (At this stage we were referring to the beneficiary organisation as a PBO but for the sake of clarity and focus in this document we refer to it as the SDI). The then CEO of Nations Trust, Ashley Du Plooy has since these early beginnings played and continues to play a role in advising us on broad based black participation in the VDI.



Right at the outset it was vital that participation of BBBEE beneficiaries be correctly structured to achieve maximum benefit. “Correct corporate and Legal structure”. On 7th/8th November 2005 we (the Founders) began consultations with our accounting and tax adviser, together with our legal adviser for their advice regarding the structure which would give the maximum benefit to the Nation’s Trust and other beneficiaries that we knew would become part of VDI’s SDI. Whilst these initial meetings with these advisers provided the basis for appropriate corporate and legal structuring they remain interested in and committed to the project and provide us with valuable on-going support and advice.



On 23rd of November 2005 we took the first step in furthering our understanding of the issues facing the wine business by consulting with John Faure, the winemaker on the farm for some 20 years, to discuss the critical agricultural issues, the commercial uncertainties facing the wine production business and his views on the role and needs of the existing staff on the farm.



It emerged from these and many subsequent discussions that the return of the wine business to profit is a “turnaround” that will require significant skill input and take time. It is unfortunate that in economic terms the wine business is small and it is complex, and thus unattractive. However, it is essential to the maintenance of the character of the estate and its heritage. The founders are confident that in time they will return the commercial wine activity to a level of operating profit contribution. However, the sustainability of the wine making and agricultural activities is totally dependent on a major capital generating endeavour such as the property development proposed and further, needs the support of the operating profit from the synergistic tourism businesses proposed. It is this combination of capital generation and additional operating profits that will provide a confident business environment in the long term.



“Getting the lie of the land” – Literally!! Understanding the existing land use and its features was an essential component to begin formulating the potential land use and would be a requirement for many of the professionals that would be appointed to assist in the project. To facilitate this we then entered into an initial physical, ecological and environmental survey of the property. On 5th December 2005 we discussed the requirements for the survey and to understand the topography of the farm. It was agreed that we would undertake an aerial survey of the farm which would give us the required details.



“More on the right partners” . The role of property developers in helping meet South Africa’s burgeoning housing needs has received a great deal of attention over recent years. The founders were very conscious of this debate and the policy direction emanating from National, Provincial and local Government. The philosophy of the founders was to embrace this requirement and to make housing a key element of the BBBEE component.



In December 2005 we consulted with Mr Frikkie van Zyl from the provincial housing department for his advice. Several meetings were held on potential opportunities to partner with the City on housing through the early and mid part of 2006. We also consulted with Habitat for Humanity and subsequently they have become a founding member of the VDI’s SDI and a potential beneficiary.



4. Formulating the property development proposal



“Philosophy on constraints” . A founding policy for the direction of the project was to recognise constraints to development and to generate “benign alternatives”. It was a real desire that if at all possible the development proposal would be non confrontational to any interested party.



Having had experience on previous projects we realised that close attention be given to the National Environmental Management Act. It was our stated principle that we should not ask for construction in any areas where there are the critically endangered species of plant.



The starting point in looking at the land and developing a sense of the “possible” on the site we consulted with Dr Charles Boucher and Dr Barbara Gale to provide us with the botanical, ecological and freshwater review of the farm in order to determine any possible no-go areas.



The first pass at Dr Boucher’s work took the form of an extensive “drive and walk about” on the site on January 9th 2006. Dr Boucher has an intimate knowledge of the land having spent part of his childhood living in Croydon and fishing in the Eerste River that crosses the farm. Dr Boucher was able to provide an intimate, immediate and informative study of the land and recognisable “no go” areas where development would be inappropriate. Whilst this first study would subsequently be refined in Dr Boucher’s detailed study (that would in fact only be finally completed a year later) and input from Dr Barbara Gale this preliminary input gave us a sound basis to start looking at land use options with the correct sense of doable scale of development.



An aerial survey had been completed of the whole farm and this was then distributed to professional team on January 15 2006.



“First consultation with City officials”. On the 20th January 2006 we met with City officials from Helderberg municipality. We furnished a layout of the farm and advised them that we were contemplating development of the farm that would entail an application to have portions of the land rezoned for the purposes of residential housing and tourism development on the northern portion of the farm and a light industrial/commercial node of the South side of the N2 . We also advised that the proposal would include the “turnaround” of the ailing wine business and agricultural activities on the farm and provide resources to rehabilitate conservation areas. We also briefed them of the philosophical and policy approach of the founders’ in proposing the development and the inclusion of BBBEE partners in the SDI. At that meeting we were advised by the officials that they would not support an application of a gross density of greater than five units per hectare (1140 units). This provided a further guiding constraint to our thinking on scale and type of development that would receive official City support.





“The legal framework of the land”. On 25th of January 2006 we met up with this Mr. Jaco van der Westhuizen from the City to discuss the planning framework and land use. We have consulted extensively with our town planning consultants and held discussions with City officials on the legislature that is applicable to the land. As the land falls within that the guide plan as such is suitable for urban development.



“Identifying the development constraints and opportunities”. During the period from January 2006 until March 2007 we formulated a constraints plan in order to determine all the constraints that would be applied to us if we wished to proceed with an application that would essentially meet all the aspirations of the interested and affected parties and would comply with the law without compromising the economic viability of the project nor impinging on ecology or heritage of the farm. During this period we were also able to further develop potential opportunities within the project some commercial and many importantly that added value to the possible benefits within the Sustainable Development Initiative.



Formal studies were commissioned to look at soils and natural water resources on the farm, the flood plain was indentified and evaluated and electrical and civil engineering professionals did preliminary assessments of the available services and implications for possible development.



We held a number of meetings with City and provincial officials to understand the requirements of potential development and explain our preliminary ideas and elicit comment and reaction. These included the following:



By the end of June 2006 we had a first pass proposal and we met with the City officials who deal with water catchment. We presented our ideas to them and they indicated that they could see no difficulties with our proposals.



On the 16th of August 2006 we met with City housing officials to discuss how the project could assist the provision of entry level housing.



On 8th September 2006 we met the Department of Water Affairs to discuss the project. Since the project requires the construction of a new dam the Department have to be consulted on this matter. DWAF found our proposals to be acceptable but of course we have to make the necessary application for a water licence.



On 7th October 2006 we made with Professor Ellis and Dr Schloms who undertook an agricultural survey for us in order determine the soil quality is on the farm. With the results of that survey we made with the Department of Agriculture on the 20th October 2006 when we held a meeting with Messrs Roussouw and Smit.



Our principle is that we wish to construct properties with a low environmental impact. In this regards we met, on 3rd November 2006, Rhapsody water (Pty) Ltd, and Freeheat (Pty) Ltd who advised us how to minimise the water usage, provide grey and rainwater management systems and provide effective solar heating and incorporate them into our development.



On 10th November 2006 we met up with the Wildlife and Environment Society of South Africa (WESSA) to discuss our proposals with Mr Gubb and Mr Dowling. They advised us that if we were not impinging on important botanical areas they would be supportive of our application. On 13th November 2006 we met with the City’s environmental department, and discussed our proposals with Dr Keith Wiseman.



On 21st of November 2006 we met with Ms Sam Ralston of CapeNature to discuss our proposals. Like WESSA, her view was that provided we were not impacting on sensitive botanical areas they would have no objection to our development.



On 29th of November 2006 we met up with Dr Keith Wiseman and approximately 14 other delegates from the City and Helderberg region to discuss our proposals. We were advised to consult with Mr Gert Kruger and we have kept in contact with him intermittently as progress was made.



During the period early 2007 until May 2007 we worked through all constraints and took cognisance of the sage advice of the many officials and professionals that had provided input to develop a proposal that would fit agriculture, the environment and be economically sensible.



“An independent view of the development potential and opportunity” . To supplement the entrepreneurial vision for developing the property in August 2006 we commissioned the Dennis Moss Partnership to complete an independent design review of the development possibilities at Vergenoegd. This was an extensive and comprehensive appointment undertaken by DMP between August 2006 and March 2007. This reviewed the work of the founding partners and the work of the professional team done to date and then involved a complete independent review of all the elements of planning. The Dennis Moss Partnership is the most highly regarded firm of professional planning consultants in this particular type of land use. They are extremely well versed in all the legal, technical, design and planning requirements of a development of this nature being considered. The current proposal is the manifestation of the independent design review completed by DMP in March 2007.



Under the guidance and counsel of DMP two other significant processes were embarked upon. Firstly DMP introduced us to the concept of a Sustainable Development Initiative and secondly we commissioned economic and social studies to assess the potential benefits of the proposed development. This later work was subsequently further expanded in to a full market assessment. These studies were completed by a leading professional firm in this field – Urban Econ under the guidance of Dr Judex Oberholzer.



The outcome of these studies revealed the following highlights:



• The viability and desirability of the commercial elements of the proposal as formulated by the founding partners have been confirmed by the economic study and market assessment.

• The contribution to the economy of Cape Town is projected to be R398 million (GGP) during construction

• The contribution to the economy of Cape Town is projected to be R227 million (GGP) on-going

• new business sales of R2 billion during construction and over R1 billion on-going

• the contribution to the rates base of Cape Town projected to be R101 million

• the number of jobs created during construction projected to be 5 630

• the number of permanent jobs created directly by the project i.e. not including The Nation’s Trust projected to be 3 896



“Saving the best for last.” Consultations with our BBBEE consultant has determined that the project presently has the status of a level 4 contributor to broad-based Black economic empowerment and he expects that our final result will mean that we will be a level 3 contributor to BBBEE.



The introduction to the SDI concept gave a recognised overarching framework within which the intentions and aspirations of the founding partners in respect of the concept of the development could be housed. This led to the appointment of Zevanti Consulting - Mr Ralph Damonse - as a specialist professional to identify all the potential participants in the surrounding communities from Khayelitsha, Macassar, Blue Downs, Eerste River and Faure.



The engagement and work of Zevanti in facilitating individual and meetings of the entire grouping has resulted in the formalisation of the full VDI SDI and a resolution of support from the communities, a copy of which is contained in this document. The establishment of the structure and operating working of the VDI is currently being developed. If the development proposals find favour and are approved, a Treasury Trust will be established with representation from these local communities, the Nations’ Trust and Habitat for Humanity to formulate the policy for the distribution of the financial benefits earmarked for the SDI.



During March to June 2007 we were working closely with the Dennis Moss Partnership and this culminated in us commissioning DMP as the official consultants to lead the formal application process. DMP’s previous role in completing the independent design review was concluded and this background placed them ideally to move into this new role.



The period from June 2007 to November 2007 when the formal application process commenced was a period of intense review of all the components of the proposed development and most notably the incorporation of the project as an SDI. This period has also seen the completion of the work of the independent environmental consultants in preparing for the formal applications.



“Financial viability – the money - will it work”. In our story above we are largely silent on the viability. This is not because it is less important but rather because it is a given. To formulate a development proposal that is not workable and financially sustainable is to create meaningless expectation. The founding partners are both seasoned professionals and entrepreneurs and at every stage of the three years of planning and preparation to making the formal applications we have rigorously evaluated all the commercial aspects of the proposals.





















Appendix 4 Professional team



Vergenoegd Professional Team



Dudley Janeke Environmental Scoping Report

Concept 2 Completion civil engineers Preliminary civils report

Photosurveys Aerial survey

Dr Charles Boucher Botanist

Dennis Moss Partnership Heritage Consultant

Prof. Fred Ellis & Dr Schloms Agriculture

Dr Mike Shand Concept and Feasibility

Ninham Shand inc 100 years flood

Ninham Shand inc Geotechnical report

Ninham Shand inc Preliminary dam design

Anine Trumpleman Planning consultant

Dennis Moss Partnership Planners and Architects

Arup Traffic report

Jonathan Kaplan Archaeology

Kobus Veldsman Electrical consultant

Ralph Damense Community liaison

Urban Econ Economists

Anton Bolle Land surveyor

Zirk Botha BBBEE Consultant

Igor Vukic Legal adviser

Phillip Haupt Corporate Structure consultant