|Shareholders are advised that at the Annual General Meeting (?AGM?) of the Company held on 31 August 2018, all resolutions proposed at the AGM were passed by the requisite majority of shareholders.|
|Shareholders are advised that the company`s Integrated Annual Report and Group Audited Annual Financial Statements for the year ended 31 March 2018 were posted to shareholders and inserted on the company?s website (www.capitalappreciation.co.za) on Friday, 27 July 2018 and contain no modifications to the Reviewed Results which were published on 16 May 2018.|
Ernst - Young Inc. audited the results and the Group Audited Annual Financial Statements of the company and their reports are available for inspection at the registered offices of the company.
Notice is hereby given that the Annual General Meeting of the company will be held at 14h30 on Friday, 31 August 2018, at 1st Floor, 61 Katherine Street, Sandton, 2196, to transact business as stated in the Notice of the Annual General Meeting. The record date for the purpose of determining which shareholders are entitled to participate in and vote at the Annual General Meeting is Friday, 24 August 2018.
|Revenue for the year jumped to R571.3 million (R80.2 million). Operating profit was recorded at R162.3 million (loss of R19.9 million), while total comprehensive income for the year was higher at R142.9 million (R39.2 million). Furthermore, headline earnings per share grew to 9.53cps (3.14cps).|
The board has pleasure in announcing that a final dividend of 2 cents per ordinary share (gross) has been declared for the year ended 31 March 2018, making the Group's maiden annual dividend an amount of 4 cents per ordinary share
No-one can deny that new and innovative technologies continue to impact our daily lives and it seems that new tools, new system and software design, new communicative devices and other inventive applications, will continue to transform and impact today's traditional human and commercial behaviour. CAPPREC, with its inspired, creative and innovative executive teams, will continue to develop new and effective services, solutions, systems, products and applications, in association with our existing and future institutional clients, to meet the demands of their customers. This includes parties seeking efficient and affordable models for financial inclusion of persons previously unserved or ill-served. We are pleased that the differentiated capabilities of the Group's operating subsidiaries are being recognised by their principal clients. The organic growth potential is large and compelling, and while we expect continued growth in our underlying businesses, the sector also presents several interesting acquisition opportunities. These will also include opportunities for the expansion and technology transfer of our business models into new markets. There is more confidence in the economy at this time than that experienced in recent years, and the Board is cautiously confident in suggesting better times ahead.
|Shareholders are advised of the following changes to the Board of Directors of CAPPREC with effect from 9 May 2018.|
CAPPREC announced the following new appointments to the company?s Board ? Mr Kuseni Dlamini, Mr Errol Kruger, Ms. Mathukana Mokoka and Mr Eitan Neishlos. The Board also wishes to advise that Dr Dan Matjila, CEO of the PIC, will resign as a Director with effect from the same date and Ms. Mokoka will continue to represent the PIC in his stead.
|Capprec advised shareholders that its audited results for the year ended 31 March 2018 will be announced on SENS on or about 16 May 2018. These results are Capprec?s first audited consolidated financial results since the acquisition of various ?viable asset? subsidiaries and the migration from being a listed Special Purpose Acquisition Company (SPAC) to a ?FinTech? focused, Main Board counter, listed under the Software and Computer Services sector of the JSE.|
The subsidiary acquisitions were only approved by Capprec shareholders on 5 May 2017 and, accordingly, the results for the year ended 31 March 2018 will, inter alia, include only eleven months of trading associated with these subsidiaries.
In terms of the JSE Listings Requirements, companies are required to provide guidance to the market when they are satisfied that a reasonable degree of certainty exists that the financial results for the current reporting period will differ by at least 20% from the results of the previous corresponding reporting period.
Capprec reported that, notwithstanding the inclusion of only eleven months of trading by the subsidiaries, Capprec expects Earnings per Share (EPS) and Headline Earnings per Share (HEPS) to increase by between 186% and 199%, translating into between 9.00 cents and 9.40 cents per share, compared to 3.14 cents per share for the year ended 31 March 2017. In addition to EPS and HEPS, Capprec will also report on Normalised Earnings per Share (NEPS) and Normalised Headline Earnings per Share (NHEPS), the primary measure used by management to assess Capprec?s underlying financial performance. NEPS and NHEPS comprises EPS adjusted for specific non-cash and non-trading items. The company expects NEPS and NHEPS for the year to be between 9.73 cents and 10.05 cents per share, compared to 3.14 cents per share for the year ended 31 March 2017.
|The board of directors of Capprec advised that its wholly owned subsidiary Capprec Management Services (Pty) Ltd., (subsidiary), in accordance with the general authority granted by shareholders at Capprec?s annual general meeting held on 10 August 2017 (?General Authority?), has cumulatively repurchased from shareholders, through the order book operated by the JSE, and in a series of unrelated transactions without any prior understanding or arrangement between Capprec and these shareholders, 47 114 000 ordinary shares (?Shares?) in the aggregate, representing 3.03% of Capprec?s issued share capital ("Repurchase"). The Group subsidiary reached the 3% repurchase threshold, provided for in the Listings Requirements of the JSE, on 2 February 2018, hence requiring the publication of this announcement.|
|Shareholders are advised of the appointment of Professor Hanoch Neishlos as a Non-executive Director of Capprec with effect from 13 November 2017.|
|The company refers to an earlier Trading Statement released on SENS on 17 October 2017, where shareholders were advised that Basic Earnings per Share (?EPS?) and Headline Earnings per Share (?HEPS?) for the six-month interim period ended on 30 September 2017 (?the interim period?) would increase in excess of 50%, compared to the six-month period ended 30 September 2016 and that a more defined range of earnings would be provided in due course. |
Accordingly, Capprec advised that EPS and HEPS for the interim period will be higher than the corresponding period by between 84% and 88% and EPS and HEPS will be between 3.95 cents and 4.05 cents when compared to the reported EPS and HEPS of 2.15 cents for the six months ended 30 September 2016.
The results for the interim period will be announced on or about 14 November 2017.
|CAPPREC advises shareholders that CAPPREC?s interim results for the six-month period ended 30 September 2017 will be announced on SENS on or about 14 November 2017.|
These interim results will, inter alia, reflect five months of trading performance associated with the ?Viable Assets? acquired by CAPPREC with effect from May 2017. These will be CAPPREC?s first set of consolidated financial results since migrating from being a SPAC to a ?FinTech? focused, Main Board listed counter in the Software and Computer Services sector.
Accordingly, while a more defined range and explanation of both EPS and HEPS will be announced in a further trading statement on SENS, CAPPREC advises that EPS and HEPS for the six month interim period ended 30 September 2017 will reflect an increase in excess of 50% (1.08 cents per share) compared to the six month period ended 30 September 2016 (2.15 cents per share).
The financial information on which this trading statement is based has not been reviewed or reported on by the external auditors of CAPPREC.
|Shareholders are advised that at the Annual General Meeting (AGM) of the company held on 10 August 2017, all resolutions proposed at the AGM were passed by the requisite majority of shareholders.|
|Shareholders are advised that the company`s Annual Report and Summary Consolidated Financial Statements for the year ended 31 March 2017 were posted to shareholders on Wednesday, 12 July 2017 and contain no modifications to the Audited Results which were published on 1 9 June 2017.|
Ernst - Young Inc. audited the results and the Annual Financial Statements of the company and their reports are available for inspection at the registered offices of the company.
Notice is hereby given that the Annual General Meeting of the company will be held at 14h30 on Thursday, 10 August 2017, at 1 Vdara, 4th Floor, 41 Rivonia Road, Sandhurst, 2196, to transact business as stated in the Notice of the Annual General Meeting. The record date for the purpose of determining which shareholders are entitled to participate in and vote at the Annual General Meeting is Friday, 4 August 2017.
|Capprec announced its agreement to acquire African Resonance, Dashpay and Synthesis Software Solutions on 16 February 2017 and published a shareholder circular on 31 March 2017. Shareholders approved the acquisitions on 5 May 2017 and on 19 June 2017 Capprec released its audited results for the fiscal year ended 31 March 2017.|
The Board has concluded that Capprec should provide a commercial overview of the Company and the recent financial performance of the businesses acquired. Consequently, Capital Appreciation has prepared an investor update presentation that contains a summary overview of the Company, its financial results for fiscal year 2017, its recent acquisitions, the recent financial performance of these businesses and useful information on the industry the Company is operating in. The presentation is available at: www.capitalappreciation.co.za/investors
|Shareholders are reminded that for the financial year ended 31 March 2017 CAPPREC managed its affairs as a Special Purpose Acquisition Company (SPAC), its only asset being Investment Grade cash deposits earning interest and its only expenditure being the authorized costs in terms of the Pre-Listing Statement.|
The results below relate solely to CAPPREC in its capacity as a SPAC for the 12 months ended 31 March 2017, compared to a five-and-a-half-month period in 2016 (being the date of listing on 16 October 2015 to 31 March 2016). The results do not in any way contemplate or take into account the results of African Resonance, Synthesis Software Technologies or Dashpay, the three companies CAPPREC acquired as approved by CAPPREC shareholders on 5 May 2017 (i.e. post CAPPREC?s financial year end).
Shareholders are advised that CAPPREC expects its basic Earnings Per Share (?EPS?) and Headline Earnings Per Share (?HEPS?) for the year ended 31 March 2017 to be higher than the corresponding period by between 75% and 80%, or higher by between 1,33 cents and 1,42 cents, when compared to the reported EPS and HEPS of 1,77 cents for the year ended 31 March 2016.
A summary of the audited financial results of African Resonance and Synthesis for the 12 months ended 28 February, 2017 and unaudited management accounts of Dashpay for the nine months ended 31 March 2017 will be disclosed together with the release of the audited financial results of CAPPREC for the year ended 31 March 2017. This will enable CAPPREC shareholders to gain an understanding of the consolidated earnings potential of CAPPREC going forward.
However, shareholders are advised that, as compared to the audited financial results for fiscal year 2016 (disclosed in the CAPPREC circular to shareholders relating to the acquisitions), the audited African Resonance Total Comprehensive Income for fiscal year 2017 increased by 150,4% and the audited Synthesis Total Comprehensive Income for fiscal year 2017 increased by 46,8%.
The financial information on which this trading statement is based has not been reviewed or reported on by the external auditors of CAPPREC.
CAPPREC?s audited annual financial results for the period ended 31 March 2017 will be released on SENS on or about 20 June 2017.
|Shareholders are referred to the announcement released on the Stock Exchange News Service ("SENS") on 31 March 2017 relating to, inter alia, the posting of the circular to CAPPREC shareholders ("Circular") and the notice of general meeting of CAPPREC shareholders convened in order to consider and approve the acquisition of three financial technology companies, namely (i) African Resonance Business Solutions (Pty) Ltd. (?African Resonance?), (ii) Rinwell Investments (Pty) Ltd. (?Rinwell?), the sole shareholder of Dashpay (Pty) Ltd. (?Dashpay?), and (iii) Synthesis Software Technologies (Pty) Ltd. (?Synthesis?), (collectively referred to as ?the Transactions?), and matters related to the transactions. The transactions constitute the acquisition of a viable asset in terms of the JSE Listings Requirements on the basis set out in the circular.|
Results of general meeting
The general meeting of CAPPREC shareholders was held at 4th Floor, One Vdara, 41 Rivonia Road, Sandhurst, 2196 at 10:00, today, Friday, 5 May 2017, for the purpose of considering the resolutions set forth in the notice of general meeting incorporated in the circular.
Shareholders are advised, in terms of paragraph 3.91 of the JSE Listings Requirements, that all resolutions proposed in the notice of general meeting were passed at the General Meeting by the requisite majority of CAPPREC shareholders present and represented by proxy and being entitled to vote. The following information is provided:
*Total number of issued ordinary shares - 1 250 000 000
*Number of ordinary shares represented at the meeting - 922 499 839
*Percentage of ordinary shares represented at the meeting - 74%
|CAPPREC is a Special Purpose Acquisition Company (?SPAC?) constituted in terms of Section 4 of the JSE Listings Requirements (paragraph 4.34 - 4.40), the purpose of such a company being to pursue the acquisition of a viable asset.|
Shareholders are referred to the announcement released on the Stock Exchange News Service on 16 February 2017 relating to the acquisition of viable assets (?the transactions?) by the Company. The acquisition by a SPAC of a viable asset requires that a circular be prepared, setting out inter alia, full details of the transactions, the financial history of the target/s, in this case, the three separate companies.
A Notice of General Meeting of CAPPREC Shareholders forms part of the circular for purposes of considering and obtaining the approval of shareholders of the transactions. The circular, subject to the approval of the JSE and considering 60 days are afforded to distribute such a circular in terms of paragraph 9.20(b), is presently being prepared in terms of the JSE Listings Requirements and is expected to be distributed to CAPPREC Shareholders on or about 31 March 2017.
|Capital Appreciation published their maiden interim results. Revenue came in at R39.7 million, total comprehensive profit for the period was R26.9 million, while basic and headline earnings per sharewas recorded at 2.15cps. |
No dividend was declared during the interim period.
|Shareholders are advised that at the Annual General Meeting (?AGM?) of the company held on 17 August 2016, all resolutions proposed at the AGM were passed by the requisite majority of shareholders.|
|Shareholders are advised that the Company`s annual report and consolidated financial statements for the year ended 31 March 2016 were posted to shareholders on 19 July 2016 and contain no modifications to the audited results which were published on 1 8 May 2016. Ernst - Young Inc. audited the results and the annual financial statements of the Company and their reports are available for inspection at the registered offices of the company.|
Notice is hereby given that the annual general meeting of the company will be held at 14h30 on Wednesday 17 August 2016, at 4th Floor,1 Vdara, 41 Rivonia Road, Sandhurst to transact business as stated in the notice of the annual general meeting.
|Revenue for the company's maiden final results came in at R32.996 million. Profit for the period was R22.159 million, while headline earnings per share came in at 1.77 cents per share. |
No dividend was declared during the period under review.
Review of activities
The Company did not acquire a viable asset during the period under review. Basic and Headline Earnings per share of 1.77 cents consists of interest received from funds managed, less operating expenses and taxation.
Both before and after the Company's listing, the Executive Directors made it known in the market that the Company was seeking the acquisition of a viable asset. Since the listing, management has diligently evaluated numerous potential acquisition opportunities and engaged with certain vendors on propositions that would satisfy the Company's vision and values. As of the date hereof, discussions are in progress with certain of the aforesaid vendors
It is certainly comforting to know that the Company has sufficient resources to make a meaningful investment, using cash, equity and debt, or a combination of the three if required. Given the market volatility and uncertainty during the period under review, the Company has been purposely cautious in its objectives.
While the Board is mindful of its mandate on behalf of shareholders to acquire a viable asset, the Board has consciously concluded that the right investment takes preference over any investment. Therefore, in accordance with the JSE Listing Requirements and the SPAC rules, shareholders will be informed of developments towards the conclusion of such an acquisition as and when the Company is in a position to do so. In the meantime, the Company's funds are being well managed by the executive, with compliance oversight by the appointed Escrow Agents. The yield on the Company's funds have increased by 100 basis points since the listing in October 2015, yielding an annualised interest return of approximately R80 million.
|Shareholders are respectfully referred to the company's SENS announcement dated 12 October 2015, wherein shareholders were advised of the results of the Private Placement, the company's profile of investors and the number of shares in issue. |
Since that date no additional shares have been issued nor has there been any deviation from the predicted pattern of activity contemplated in the Pre-listing Statement.
In addition, no material commercial activity has taken place, nor has an appropriate Viable Asset yet been identified for acquisition in terms of the JSE Listings Requirements.
The founders? contribution to the constituent costs and the payment of certain operating costs as outlined in the Pre-listing Statement are the only receipts and payments falling within the interim period end.
Accordingly, the JSE has granted Capital Appreciation dispensation from releasing an interim report in terms of the JSE Listings Requirements.
Shareholders are reminded that the company?s year-end was changed to 31 March during the listing process and that the audited results for the year end are expected to be released on or about 15 May 2016.
In the event of a shareholder meeting being necessary to consider a Viable Asset acquisition during the intervening period, an appropriate announcement will be timeously released on SENS.
|Capital Appreciation was categorised in the ?Speciality Finance? sector of the Main Board, under the abbreviated name: ?CAPPREC?, in the Pre-Listing Statement released on 28 September 2015.|
The JSE Ltd. (?JSE?), in conjunction with an instruction from FTSE, have indicated that Capital Appreciation?s category classification will be, pursuant to FTSE Industry Classification Benchmark codes for equity instruments, ?8995 ? Non Equity Investment Instruments? a subsector under the ?Financial Services? sector. This classification will persist while Capital Appreciation operates as a Special Purpose Acquisition Company (?SPAC?) in terms of the JSE Listings Requirements.
Notwithstanding the nomenclature of the subsector classification above, the Capital Appreciation?s shares listed on the JSE remain equity securities. Once the Viable Assets are acquired and SPAC status no longer applies the Company will be reclassified under the sector and subsector best associated with the Viable Assets.
|Capital Appreciation (CAPPREC) owns, manages, invests in, and promotes established and developing financial technology (FinTech) enterprises, their platforms, solutions, products and applications. CAPPREC presently has two divisions - Payments - Payment Infrastructure and Software - Solutions. |
The Payments businesses presently innovate, develop, manage and promote payment product and payment infrastructure solutions for established and emerging institutional clients and other organisations that need to receive or make payments. The Software - Solutions business addresses the complex technology needs of Financial Institutions.