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Unaudited Interim Condensed Consolidated Results for the Six Months Ended 31 August 2018
VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
ISIN Code: ZAE000187407 Share code: VIS
(“Visual” or “the Company” or “the Group”)
UNAUDITED INTERIM CONDENSED CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED
31 AUGUST 2018
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
31 August 28 February 31 August
2018 2018 2017
Unaudited Audited Unaudited
R R R
Revenue 15 885 39 713 3 022 188
Cost of sales - (22 896 180) -
Gross profit 15 885 (22 856 467) 3 022 188
Other income 76 696 231 969 1 150 066
Other operating losses - (364 000) -
Operating expenses (3 545 404) (10 789 050) (5 803 354)
Operating loss (3 452 282) (33 777 548) (1 631 100)
Investment revenue 1 599 135 4 090 577 1 829 256
Impairment - - (3 966 955)
Loss on sale of investment property - - (364 000)
Fair value adjustments - - -
Income from equity accounted investments - 1 260 495
Finance costs (1 173 594) (3 657 411) (1 341 580)
Loss before taxation (3 027 282) (33 344 382) (4 213 884)
Taxation - 1 056 921 258 103
Loss for the period (3 027 282) (32 287 461) (3 955 781)
Other comprehensive income - - -
Total comprehensive loss for the period (3 027 282) (32 287 461) (3 955 781)
Loss attributable to:
Owners of the parent (2 981 275) (31 981 396) (3 797 550)
Non-controlling interest (46 007) (306 065) (158 231)
(3 027 282) (32 287 461) (3 955 781)
Shares in issue at period end 374 265 547 242 139 839 338 367 112
Weighted average number of shares 252 131 973 234 994 052 325 088 126
Loss per share (cents) (1.18) (13.61) (1.22)
Diluted loss per share (cents) (1.07) (12.51) (1.22)
CONDENSED STATEMENT OF FINANCIAL POSITION
31 August 28 February 31 August
2018 2018 2017
Unaudited Audited Unaudited
R R R
Assets
Non-Current Assets
Investment property 1 920 000 1 920 000 1 920 000
Property, plant and equipment 153 960 336 056 394 035
Finance lease receivables 2 456 247 3 052 879 3 849 231
Investment in joint ventures 60 60 110
Investment in associate - - 13 780 000
Loans to shareholders 38 429 233 37 000 000 46 762 869
Other financial assets 201 201 201
Deferred tax 1 934 095 1 705 944 -
44 893 796 44 015 140 66 706 446
Current Assets
Inventories - - -
Finance lease receivable 1 202 462 1 165 658 965 365
Current tax receivable 1 686 1 686 1 686
Trade and other receivables 55 446 54 412 25 370
Cash and cash equivalents 442 805 246 187 335 789
1 702 399 1 467 943 1 328 210
Non-current assets held for sale and
assets of disposal groups 10 000 000 10 000 000 34 000 000
Total Assets 56 596 195 55 483 083 102 034 656
Equity and Liabilities
Equity
Share capital 73 809 025 73 809 025 84 494 960
(Accumulated loss) (49 641 605) (46 660 331) (18 728 181)
Equity Attributable to Equity Holders of
Parent 24 167 420 27 148 694 65 766 779
Non-controlling interest (1 627 603) (1 581 596) (1 065 397)
22 539 817 25 567 098 64 701 382
Liabilities
Non-Current Liabilities
Loans from shareholders 7 136 957 6 723 018 17 196 476
Other financial liabilities 11 279 722 8 718 226 8 814 918
Deferred tax 1 934 094 1 705 944 823 736
20 350 773 17 393 588 26 835 130
Current Liabilities
Loans from group companies 39 162 40 105 35 111
Other financial liabilities 1 193 260 1 135 677 1 194 388
Provisions - - 900 000
Trade and other payables 12 473 183 10 999 523 7 624 833
Bank overdraft - 593 492 743 812
13 705 605 12 768 797 10 498 144
Total Liabilities 34 056 378 29 915 985 37 333 274
Total Equity and Liabilities 56 596 195 55 483 083 102 034 656
Net asset value per share (cents) 6.02 10.56 19.10
Net tangible asset value per share 6.02 10.56 19.10
CONDENSED STATEMENT OF CHANGES IN EQUITY
Total
Attributable
Total to equity Non-
Stated Retained holders of controlling
capital income the Group interest Total equity
R R R R R
Group
Balance at
1 March 2017 70 614 960 (14 678 935) 55 936 025 (1 275 531) 54 660 494
Loss for the year - (31 981 395) (31 981 395) (306 065) (32 287 460)
Total comprehensive
loss for the year ended
28 February 2018 - (31 981 396) (31 981 396) (306 065) (32 287 461)
Issue of shares 3 194 065 - 3 194 065 - 3 194 065
Balance at
1 March 2018 73 809 025 (46,660,331) 27 148 694 (1 581 596) 25 567 098
Loss for the period - (2 981 275) (2 981 275) (46 007) (3 027 282)
Total comprehensive
loss for the period
ended 31 August 2018
Issue of shares - - - -
Total comprehensive
loss for the period
ended 31 August 2018 - (2 981 275) (2 981 275) (46 007) (3 027 282)
Balance at 31 August
2018 73 809 025 (49 641 606) 24 167 419 (1 627 603) 22 539 816
CONDENSED ABRIDGED STATEMENT OF CASH FLOWS
31 August 28 February 31 August
2018 2018 2017
Unaudited Unaudited Unaudited
R R R
Cash flows from operating activities
Cash used in operations (1727 936) (3 066 530) 33 164 955
Interest income 1 599 135 4 090 577 1 829 256
Finance costs (1 173 594) (3 657 411) (1 341 580)
Net cash from in operating activities (1 302 395) (2 633 364) 33 652 631
Cash flows from investing activities
Purchase of property, plant and equipment (70 164) (69 899) (65 172)
Sale of property, plant and equipment - 2 917 -
Sale of investment property - (364 000) 2 964 000
Finance lease receipts 559 828 1 603 103 -
Loans to group companies repaid (944) (26 204) -
Impairment of finance lease receivable - (52 015) -
Impairment of loans - (3 500) -
Proceeds from disposal of investment in
joint venture - 50 -
Proceeds of sale of investment property - 2 964 000 -
Movement of investment property into
assets held for sale - - (34 000 000)
Net cash from investing activities 488 720 4 054 452 (31 187 839)
Cash flows from financing activities
Proceeds on share issue - 3 194 065 100 000
Net movement in other financial liabilities 2 619 079 (2 777 740) (1 011 457)
Movement in loans to directors, managers
and employees - (165 892) -
Net movement in shareholders loans (1 015 294) (1 540 424) (1 482 957)
Net cash from financing activities 1 603 785 (1 289 991) (2 394 414)
Total cash movement for the year 790 110 131 097 70 378
Cash at the beginning of the year (347 305) (478 041) (478 401)
Total cash at end of the year 442 805 (347 304) (408 023)
BASIS OF PREPARATION
The board of directors of Visual (“the Board”) presents the unaudited condensed consolidated
interim results for the six months ended 31 August 2018. The results have been prepared in
accordance with the requirements of the South African Companies Act, 71 of 2008, as
amended, the JSE Listings Requirements, as well as the framework concepts and the
recognition and measurement principles of International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board, including IAS 34 Interim
Financial Reporting. The accounting policies used in preparation of the interim results are in
terms of IFRS and are consistent with those applied in the preparation of the annual financial
statements of the Group for the year ended 28 February 2018.
These condensed interim consolidated financial statements were compiled by Mr E Marais
CA(SA), and were not reviewed or audited by Visual’s external auditor, BDO Cape
Incorporated. These interim results have been prepared on the basis of accounting policies
applicable to a going concern. This basis presumes that funds will be available to finance
future operations and that the realisation of assets and settlement of liabilities, contingent
obligations and commitments will occur in the ordinary course of business. Any reference to
future financial performance included in this announcement, has not been reviewed or
reported on by the Company’s auditor.
NATURE OF BUSINESS
Visual International Holdings Limited (“Visual” or “the Company” or “the Group”) is
essentially a property developer that acquires land, rezones the land, installs the relevant
services and then constructs houses and apartments on the land for sale to homeowners
or investors. Visual focuses on the development of entire suburbs which comprise houses,
apartments, lifestyle and retirement accommodation, retail facilities, schools, offices, and
recreation as well as other related facilities. With this focus, Visual is able to ensure the
overall quality and integrity of the suburb. It enables Visual to supply quality residences
and other facilities at affordable prices. Furthermore, providing these combinations in a
single suburb leads to job creation, which is important to the owners and occupants. To
date, close to 500 homes and apartments have been developed by Visual at Stellendale.
FINANCIAL RESULTS COMMENTARY
Visual reports that the performance of the Group improved compared to the prior period with
operating and interest costs being contained whilst the Group finalises its repositioning of the
business.
During 2015 and 2016 the Company had been negatively impacted by the impact of the
delay in the commencement of the further development of Stellendale due to a number of
constraints, including the delay in listing, the Company raising less capital than desired on
listing and also the banking sector contracting its lending to property developers and potential
home owners in the middle-income segment. Furthermore, the Company had incurred very
expensive debt, which was causing additional difficulties for the Group. This led to the
Company adopting a strategy during the year ended 28 February 2017 to reduce gearing and
developing strategic initiatives in order to ensure the protection of Visual’s assets base. Many
of these objectives have been achieved during the year ended 28 February 2017 and
28 February 2018.
While almost no turnover was reported during 2018, due to no units being developed or
properties sold, the Group’s primary focus was to decrease operating costs, position itself for
future growth and to secure a strategic funding partner.
Revenue declined from the prior period as there were no further land sales and the subscription
agreement relating to Mosegedi and Associates and related management fees has been
cancelled.
Operating expenses were substantially reduced during the period under review, resulting in a
reduction of almost R300 000 per month at 31 August 2018 compared to 31 August 2017.
Other income decreased by R230 000 compared to the prior comparative period due to a
reduction in the loan receivable from RAL Trust following a partial offset against a loan payable
to CKR Investment Trust.
Interest expense reduced substantially due to lower levels of gearing, other than loans from
related parties and the partial off-set of loans mentioned above.
Investment properties and property held as inventories remained constant with the prior year.
Other financial liabilities increased substantially due to a loan from Chynge Finance Proprietary
Limited (“Chynge Finance”) announced on SENS on 31 July 2018. The Company entered into
a loan agreement with Chynge Finance in terms of which Chynge Finance has extended a
loan to the Company in the amount of R3 million, which loan agreement incorporated an
option to subscribe for shares in the future. This loan will be repayable on 6 January 2020. It is
anticipated that the parties will agree by way of an addendum that the option will be
cancelled, failing which shareholder approval may be required to approve the option.
Trade and other payables increased substantially due to following:
Cancellation of Milost Funding on Claw Back Offer Agreements
As announced on 15 September 2017, Visual signed a funding agreement with Milost for
R500 million draw down facility. Funds in respect of the first two drawdown notices for
R1.5 million and R2 million, respectively, had been received and were applied to working
capital. On 19 February 2018, Visual announced the signing of a clawback offer with Milost
relating to a subscription for 252 673 771 new shares in Visual at a subscription price of 11.81
cents per share in order to raise R29 840 772, against which Milost did not perform, citing
concerns around the drop in Visual’s share price. On 8 May 2018 the Company announced
new terms agreed to between the Company and Milost relating to a subscription for
310 000 000 new shares in Visual at a subscription price of 3.3 cents in order to raise R10 230 000
(“the Claw Back Subscription”) by way of a Claw Back Offer. The proceeds would have
supported the recapitalisation of Visual and provide working and development capital for the
business. However, Milost again failed to pay the Claw Back Subscription by the due date and
subsequently advised the Company that it had taken a decision to no longer invest in public
companies. It was discovered that the cited drop in share price was actually partly as a result
of Milost selling the previously acquired shares in the market.
Cancellation of Phase 1 of the Mosegedi Acquisition
As announced on SENS on 24 October 2017, Visual and the major shareholders of Mosegedi
had agreed not to proceed with Phase 2 of the acquisition of 18.9% of Mosegedi due to the
audit of the Mosegedi financial statements still being incomplete at the time as a result of
difficulties with the year ended 29 February 2016 (which had a knock-on effect into the year
ended 28 February 2017).
The parties had subsequently also entered into an agreement to unwind the acquisition of
31.2% of Mosegedi ab initio, although this was subject to the payment by Milost by the end of
May 2018 in terms of the Milost Claw Back Offer. It is still the intention of the parties to effect
the cancellation of Phase 1 of the Mosegedi Acquisition. This will result in the parties being put
back into the same position as had they not entered into the agreement. A further
announcement in respect of the confirmation of the implementation of the Mosegedi
cancellation agreement will be announced as soon as is practicable. The Group annual
financial statements have been prepared on the basis that Phase 1 of the Mosegedi
Acquisition will be unwound.
Agreement with the Stellendale Home Owners Association
During September 2018 the Group reached an agreement with the Stellendale Master Home
Owners Association (“SMHOA”) whereby the Group acknowledges that the water recoveries
amounting to R722 189 included other income that was not transferred to SMHOA after it was
received. The agreement that the Group would transfer these funds to SMHOA as soon as
possible after the subscription agreements as mentioned in the going concern note below has
been finalised. The Group has provided for this commitment in the period under review and
the amount of R722 189 is included under trade and other payables.
SEGMENTAL REPORTING
The segmental information is set out below.
The composition and measurement of reportable segments is consistent with the previous
period.
Geographic information
The Group's revenue is derived from operations and property holdings in South Africa.
Segment revenue and expenses
Revenue and expenses that are directly attributable to segments are allocated to those
segments. Those that are not directly attributable to segments are allocated on a reasonable
basis. Interest income on loans to shareholders are included in the property development
segment as the recoverability of the loans to shareholders are based on the fair value of the
shareholders underlying assets which included property held for development. Interest
expenses on loans from shareholders and other related party loans are not directly or indirectly
related to specific segments and income tax is not included in the results of the segments when
reviewed by the CEO.
Segment assets and liabilities
Segment assets and liabilities comprise those operating assets and liabilities that are directly
attributable to the segment or can be allocated to the segment on a reasonable basis.
Segment assets include loans to shareholders and these are allocated to the property
development segment as the recoverability of the loans to shareholders are based on the fair
value of the shareholders underlying assets which included property held for
development.
Segment assets exclude other financial assets, deferred tax assets, tax assets, bank balances,
deposits and cash.
Segment liabilities exclude certain loans from shareholders, bank overdraft and current and
deferred tax liabilities.
Capital expenditure represents the local costs incurred during the period to acquire segment
assets that are expected to be used during more than one period, namely, property, plant
and equipment, investment property. During the financial year under review the capital
expenditure amounted to R70 164 (2018: R69 899) and was attributable to the property, plant
and equipment in the property services segment.
The Group currently has three reportable segments, as described below, which are the Group's
strategic business units. The strategic business units offer different services and are reviewed
by management. For each of the strategic business units, the Group's CEO reviews internal
management reports on at least a monthly basis.
The following summary describes the operations of each of the Group's reportable segments
for the period ended 31 August 2018 and 31 August 2017:
- Property Services segment - Rendering of management, administration and consulting
services on development projects;
- Property Investment segment - Letting of residential properties held by the Group;
and
- Property Development segment – Development of residential properties held by the Group or
sold to third parties.
The classification of revenue, expenses, assets and liabilities in each segment is based on the
main activity of each segment.
No consulting fees were generated in the reporting period. Revenue from rentals amounted
to R15 885 (August 2017: R15 885), arising from services rendered by the Property Investment
segment.
Primary segment report Property Property Property
August 2018 Services Investment Development Total
SEGMENT RESULTS
Total revenue - 15 885 - 15 885
Total external revenue - 15 885 - 15 885
Other income - 76 694 - 76 694
Finance costs (322 418) (169 822) (44 000) (536 240)
Employee costs (396 899) - (845 685) (1 242 584)
Depreciation (33 126) (90 837) (7 283) (131 246)
Impairment - (121 014) - (121 014)
Other operating expenses (1327 871) (362 106) (360 580) (2 050 557)
Investment income 82 169 821 1 429 232 1 599 135
Segment results before taxation (2 080 232) (481 379) 171 684 (2 389 927)
Finance costs accrued on shareholder
- - - (413 939)
loans
Finance costs on loans from related
- - - (223 416)
parties
Loss before taxation - - - (3 027 282)
SEGMENT ASSETS AND LIABILITIES
Investment in joint venture - 60 - 60
Other reportable segment assets 188 332 3 664 877 50 364 140 54 217 349
Total reportable segment assets 188 332 3 664 937 50 364 140 54 217 409
Other financial assets - - - 201
Current tax receivable - - - 1 686
Cash and cash equivalents - - - 442 805
Deferred tax assets - - - 1 934 094
Total assets - - - 56 596 195
Total reportable segment liabilities 7 806 902 4 606 914 4 073 165 16 486 981
Deferred tax - - - 1 934 094
Loans from shareholders - - - 7 136 957
Loans from group companies - - - 39 162
Other financial liabilities - - - 8 459 184
Total liabilities - - - 34 056 378
Primary segment report Property Property Property
August 2017 Services Investment Development Total
SEGMENT RESULTS
Total revenue 3 006 303 15 885 - 3 022 188
Total external revenue 3 006 303 15 885 - 3 022 188
Other income - 1 150 066 - 1 150 066
Income from associate - - 1 260 945 1 260 495
Finance costs - (230 007) (76 669) (306 676)
Employee costs - (2 385 404) (795 135) (3 180 539)
Depreciation - (191 529) - (191 529)
Other operating expenses - (1 823 464) (607 822) (2 431 286)
Loss on sale of investment property - (364 000) - (364 000)
Impairment - - - (3 966 955)
Segment results before taxation 3 006 303 (3 844 338) (219 131) (5 599 138)
Interest income on shareholder loans - - - 1 829 201
Finance costs accrued on shareholder
loans - - - (1 034 904)
Interest income on cash and cash
equivalents - - - 55
Loss before taxation - - - (4 213 884)
SEGMENT ASSETS AND LIABILITIES
Investment in joint venture - 110 - 110
Investment in associate - - - 13 780 000
Other reportable segment assets - - 2 227 368 2 227 368
Non-Current assets held for sale - 34 000 000 - 34 000 000
Total reportable segment assets
Loans to shareholders - - - 46 762 869
Other financial assets - - - 4 928 520
Cash and cash equivalents - - - 335 789
Total assets - 34 000 110 2 314 035 102 034 656
Total reportable segment liabilities - - - -
Deferred tax - - - 823 736
Loans from shareholders - - - 17 196 476
Other financial liabilities - - - 18 569 250
Bank overdraft - - - 743 812
Total liabilities - - - 37 333 274
HEADLINE LOSS INFORMATION
31 August 28 February 31 August
2018 2018 2017
Unaudited Audited Unaudited
Headline loss reconciliation R R R
Net loss for the period (2 981 275) (31 981 395) (3 955 781)
Adjustments:
Impairments losses 121 014 1 325 227 -
Impairments of investment property - 364 000 -
Headline loss for the period (2 860 261) (30 292 168) (3 955 781)
Headline loss per share (cents) (1.07) (12.51) (1.22)
SHARE CAPITAL AND ISSUE/ REPURCHASE OF SHARES
Shares were issued during the period under review as follows:
- 20 065 101 shares at 11.46 cents per share were issued for cash to Milost pursuant to the
Milost Funding Agreement; and
- 6 060 606 shares at 9.9 cents per share, were issued for cash to Milost under the Company’s
general authority.
During the period under review, the Company did not repurchase any shares. However,
shareholders are reminded of the agreement to cancel the 106 000 000 shares issued to
Mosegedi, subject to certain conditions precedent.
DIVIDENDS
The Company has not declared a dividend for the period ended 31 August 2018. (31 August
2017: RNil).
LITIGATION
There are no legal or arbitration proceedings, including any proceedings that are pending or
threatened, of which the Company and the Group are aware that may have or have had in
the last 12 months, a material effect on the Company’s or the Group’s financial position.
CONTINGENT LIABILITIES
At the reporting date the Group does not have any contingent liabilities (2017: RNil).
COMMITMENTS
The Group had entered into an agreement in terms of which it is required to purchase a
property, consisting of Erf 18362 from the RAL Trust, subject to the successful rezoning of
Erf 18362 from agricultural to general. The purchase price will be equal to the fair value of Erf
18362 on the date that it is rezoned and will be used to settle all or part of the loan receivable
from the RAL Trust, to the extent of the fair value after rezoning.
The Group has also entered into an agreement in terms of which it may purchase a property,
consisting of the Remaining portion of Portion 4 of Farm 438, for a total consideration of
R3 831 100. It is anticipated that the fair value of the said property will exceed the amount of
the consideration payable. If this property is acquired, it is currently the Group’s intention that
the property will be used in the property development business of the Group.
RELATED PARTIES
Related parties are the same as reported in the previous period. Transactions with related
parties up until 31 August 2018 are detailed below:
Related party transactions up until 31 August 2018 R
Interest paid to/(received from) related parties
Shareholders 413 939
Shareholder (1 429 233)
Shareholders of subsidiaries 618 042
Trusts of close family member of director/shareholders 88 185
Company controlled by directors 75 942
Company of close family member of director/shareholders 70 403
Rent paid to related parties
Trusts of close family member of director/shareholders 87 342
Salary paid to related party
Close family member of director 32 670
Legal fees paid to related parties
Companies controlled by close family member of director 115 400
GOING CONCERN AND EVENTS AFTER THE REPORTING PERIOD
As noted above, the interim results have been prepared on the basis of accounting policies
applicable to a going concern. This basis presumes that funds will be available to finance
future operations and that the realisation of assets and the settlement of liabilities, contingent
obligations and commitments will occur in the ordinary course of business.
The Group’s cash flow constraints previously reported remain due to delays in being able to
generate revenue from property development and sales. However, the situation has
improved from the prior year and will continue to improve due to the various agreements or
negotiations referred to below.
The Group interim results have been prepared on the basis of accounting policies applicable
to a going concern. This basis presumes that funds will be available to finance future
operations and that the realisation of assets and the settlement of liabilities, contingent
obligations and commitments will occur in the ordinary course of business.
The Group’s cash flow constraints as previously reported remain due to delays in being able
to generate revenue from property development and sales, and also partly due to the nature
of the business, which it previously addressed by borrowing from a lending institution at higher
interest rates. This led to the board taking action during 2016 and 2017 to actively reduce the
gearing of the business and the repayment of the lending institution, as well as other funders,
during the prior year under review. Accordingly, the situation has improved substantially from
the prior year.
The directors have considered the operational budget and cash flow forecasts for the ensuing
year which are based on the current expected economic and market conditions and the
following events or subsequent events taking place:
a) On 7 September 2018 the Company published an announcement regarding the specific
issue of 151 515 152 shares for cash to each of Robco Holdings Proprietary Limited
(“Robco”) and TLP Investments One Five Four Proprietary Limited (“TLP Investments”), or
their nominees, at an issue price of 3.3 cents per share for a total aggregate
consideration of R10 million. As announced on 28 November 2018, the subscription
agreements, which had still been subject to a number of suspensive conditions, between
the Company and these parties have lapsed. However, the Board continues to evaluate
the various scenarios with regards to the negotiations with a number of parties regarding
an equity investment into Visual (“Potential Equity Investment”).
b) As announced on SENS on 28 December 2018, Visual International has agreed terms for
the disposal of land with Makoro Property Developers Proprietary Limited (“Makoro”) in
terms of which Visual International will dispose of the property described as Erf 25312 Kuils
River, situated in the registration division of Stellenbosch in extent of approximately 2.7
hectares (“Stellendale Junction”) for a consideration of R10 million, plus VAT (if
applicable) (“Stellendale Junction Disposal Agreement”). Zoning rights are in place for
this property.
Visual will undertake the development management work in respect of the Stellendale
Junction project for Makoro in terms of a property development management
agreement (“Property Development Management Agreement”).
In the interim, Makoro has concluded a loan agreement with the Company, Visual
International and My Place Trust in terms of which it has lent the Company an amount of
R2 million, which amount will incur interest at 3% above the prime rate charged by ABSA
Bank and is repayable on or before 31 January 2020.
The development potential in respect of the Stellendale Junction land is approximately
500 apartments on the site. The sale and development of these apartment buildings will
bring revenue and additional cash flow to the Group. Makoro will be responsible for
securing the development funding for Stellendale Junction.
c) With the restructuring and de-gearing exercise essentially complete, Visual has been
actively seeking development funding or Potential Equity Investment partners in order to
continue with the development of Stellendale.
As the Potential Equity Investment, the Stellendale Junction Disposal Agreement and the
Property Development Management Agreement still remain subject to final agreement
and/or certain conditions precedent at the date of issue of these results, these events
and the underlying assumptions relating thereto still represent material uncertainties that
may cast doubt on the Group’s ability to continue as a going concern. The directors
believe that due to the conclusion of the agreements or agreement of terms referred to
in a) and c) above, the Company will have adequate financial resources to continue as
a going concern. Accordingly, the directors have adopted the going concern basis in
the preparation of the annual financial statements.
It is noted that the Group has more than R22 million in tangible net asset value, which has been
supported by the independent property valuations in the prior year.
Changes to the Board
As announced previously:
- Mr Leon Rauch resigned as Financial Director of Visual with effect from 31 May 2018.
- The role of Mr Reuben Kadalie changed from independent non-executive director and
member of the Audit and Risk Committee to Interim Financial Director with effect from
20 February 2019.
- Dr Ruben Richards was appointed as a member of the Audit and Risk Committee with
effect from 20 February 2019.
The Company will appoint a new permanent Financial Director towards the end of this year,
as operations and activities increase.
Going forward, the Board will be considering the size and nature of properties held by the
Group in order to start its key development initiatives and ensure that it has sufficient cash and
funding resources to grow the Group’s property assets.
By order of the Board
Cape Town
28 February 2019
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 04/03/2019 09:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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