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MVG/MVGP - Mvelaphanda Group Limited - Reviewed year end results for

Release Date: 26/08/2010 07:05
Code(s): MVG MVGP
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MVG/MVGP - Mvelaphanda Group Limited - Reviewed year end results for 30 June 2010 and cautionary announcement MVELAPHANDA GROUP LIMITED (Incorporated in the Republic of South Africa) Registration number 1995/004153/06 Ordinary share code: MVG Preference share code: MVGP Ordinary share ISIN: ZAE000060737 Preference share ISIN: ZAE000073540 ("Mvela Group" or "the Group" or "the Company") Reviewed year end results for 30 June 2010 and cautionary announcement KEY FEATURES Revenue increased by 12% to R4 199 million Operating profit increased to R327 million from R256 million Strong performance from Mvelaserve with operating profit up 31% Cash generated from operations increased to R428 million Intrinsic net asset value per ordinary share increased to R11,36 from R7,90 Successful unbundling of significant portion of interest in Life Healthcare Yolanda Cuba, CEO commented: "The general trading environment for most of our operations improved slightly in the second half of our financial year. Operating efficiencies and restructuring within Mvelaserve, our services business, has resulted in an overall positive set of results. The fair value adjustment for the year was also positive as a result of the upward valuation of Life Healthcare pursuant to the listing in June". COMMENTARY Introduction The Group derives income from its wholly controlled and partially- owned investment activities. Financial performance The results for the year to 30 June 2010 show a significant improvement. In spite of the general slow-down in the economy, revenue for the year increased by 12% to R4 199 million from R3 746 million the previous year and profit from operations increased by 28% to R327 million from R256 million the previous year. Earnings before interest, tax, depreciation and amortisation (EBITDA) was up by 18% to R436 million from R374 million in the previous year while cash generated from operations increased to R428 million from R363 million the previous year. Net interest paid for the year decreased to R108 million from R145 million the previous year mainly as a result of reductions in long- term debt together with an average decrease in interest rates of 4% from 2009 to 2010. Net loss from associates amounted to R23 million against a loss of R34 million in the previous year. The Group`s interest in Avusa contributed R29 million of the aforementioned R23 million. The fair value adjustments and profit and loss from investments amounted to a net gain of R575 million against R365 million from the previous year and includes the net fair value adjustment of investments of R508 million (2009: R392 million) and dividend income of R170 million (2009: R51 million). The net fair value adjustment of investments of R508 million includes R662 million in respect of the fair value adjustment of the investment in Life Healthcare which was partially offset by downward adjustments of the investments in Group Five and Vox Telecom. The amortised cost on the 124 425 055 redeemable option-holding shares ("BEE shares"), issued during the 2007 financial year by the Group, relating to employees, has been recognised in the income statement in accordance with AC 503, Accounting for black economic empowerment (BEE) transactions at R16 million for the current financial year. The Life Healthcare unbundling process resulted in a R290 million reversal of deferred tax. Normal tax for the 2010 financial year amounted to R79 million (2009: R72 million). The weighted average net number of ordinary shares in issue remained unchanged at 407 million ordinary shares at 30 June 2010. The 465 million diluted weighted average net number of ordinary shares in issue is calculated on the basis that all the convertible perpetual preference shares ("preference shares") will be converted to ordinary shares. Taking the above into account, the earnings per ordinary share amounted to 212,7 cents compared to 21,9 cents the previous year. The headline earnings per ordinary share amounted to 238,5 cents compared to 49,9 cents the previous year. Financial position The investment in associates comprising mainly of the Group`s interest in Avusa, amounted to R674 million (2009: R721 million) after equity accounting for the Group`s share in Avusa`s retained income of R20 million less an impairment in the amount of R69 million. Strategic investments increased to R4 065 million at 30 June 2010 from R3 876 million the previous year. Investments totaling R419 million were made during the 2010 financial year of which R394 million was in respect of Health Strategic Investments resulting from the unbundling of Life Healthcare. Investments to the value of R948 million were sold which included the monetising of Life Healthcare in the amount of R908 million through the Life Healthcare unbundling process. The upward gross fair value adjustment amounted to R720 million for the financial year. The Group`s cash position improved by R56 million to R526 million at 30 June 2010 from R470 million at 30 June 2009 which includes dividends received of R170 million, proceeds from the Life Healthcare unbundling of R353 million and cash generated from operations which was substantially offset by the amounts paid in lieu of capital expenditure, debt redemption and dividends. Total interest bearing liabilities decreased to R1 358 million from R1 765 million the previous year which resulted in a 36% decrease of the Group`s debt to equity ratio to 28% (2009: 44%). Capital structure The issued ordinary share capital of the Company increased marginally by 473 831 to 443 474 054 ordinary shares following the conversion of 438 732 preference shares during the year under review. No shares were repurchased during the year under review and the ordinary shares held as treasury shares remained unchanged at 35 765 285. The issued preference shares decreased to 54 261 268 preference shares following the conversion of 438 732 preference shares to 473 831 ordinary shares. The conversion price of the preference shares has remained unchanged at R9,30 during the year under review. The conversion price of the preference shares changed to R4,50 after the year end as a result of the unbundling by Mvela Group of all of the ordinary shares held by it in Health Strategic Investments to Mvela Group ordinary shareholders. This means that each preference share can be converted at the instance of the holder to 2,22 ordinary shares until 4 November 2010 after which these shares become redeemable at the instance of the issuer or remain perpetual preference shares at a dividend rate of 80% of the ruling prime overdraft rate. The preference shares will continue to earn dividends at a rate of 5,5% per annum until 4 November 2010. An announcement was made on the Securities Exchange News Service on 24 August 2010 regarding the change in the conversion price of the preference shares. BEE shares remained unchanged from the previous year at 124 425 055 redeemable option holding shares. The options can be exercised between 19 June 2011 and 19 June 2012 at a minimum strike price of R17,50. Intrinsic net asset value The Group`s intrinsic net asset value increased by R3,46 in the current year to R11,36. The intrinsic net asset value per ordinary share net of capital gains taxation and debt is set out in the table below: 30 June 2010 30 June 2009 Intrinsic gross Intrinsic Intrinsic value Debt Net Per Net Per (after asset share asset share CGT) value (1),(2) value (1),(2) Rm Rm Rm R Rm R Absa 913 - 913 1,96 880 1,89 Group (i) Avusa (i) 506 (851) (345) (0,74) (322) (0,69) Life 2 542 - 2 542 5,46 1 626 3,49 Healthcar e (i) Group 174 - 174 0,37 211 0,45 Five(ii) Vox 41 (256) (215) (0,46) (235) (0,50) Telecom (i) Other 25 - 25 0,05 61 0,13 investmen ts (iii) Mvela- 1 924 (201) 1 723 3,70 1 039 2,23 serve (iii) Net cash 526 (50) 476 1,02 420 0,90 (iv) Total 6 651 (1 358) 5 293 11,36 3 680 7,90 1. Based on the fully diluted net number of 465 million ordinary shares after share buy-backs and assuming that all the preference shares will be converted into ordinary shares (2009: 465 million) 2. BEE shares issued in June 2007 have not been taken into account in calculating the intrinsic net asset value per ordinary share as the minimum option strike price of R17,50 is greater than the current Mvela Group ordinary share price. The above valuation is based on, inter alia: i. the market value in the case of investments listed on the securities exchange operated by the JSE Limited ("JSE"); ii. application of option pricing models in the case of the Group Five investments; iii. directors` valuation taking into consideration the economic factors prevailing at 30 June 2010; and iv. the gross cash position of the Group at 30 June 2010. Based on Mvela Group`s ordinary share price listed on the securities exchange operated by the JSE of R7,75 on 30 June 2010, the ordinary shares were trading at a discount of 32% to the Group`s intrinsic net asset value per ordinary share of R11,36 at that date (2009: 42%). Investments Mvelaserve Limited ("Mvelaserve") On a comparable basis, excluding Novare and Trollope, revenue from operations increased by R611 million or 17% to R4 176 million (2009: R3 565 million) while EBITDA increased by R109 million to R465 million (2009: R356 million). The operating margin increased from 7,4% to 8,3% which is attributable to improved margins from Protea Coin Group ("Protea Coin"), Total Facilities Management Company ("TFMC") and Khuseti Holdings ("Khuseti"). Capital expenditure on property, plant and equipment amounted to R191 million (2009: R152 million) of which approximately 25% is attributable to the replacement of assets with the balance being used to expand and grow Mvelaserve. R137 million (2009: R78 million) of the fixed asset acquisitions was financed through asset finance. The intrinsic net asset value per ordinary share of Mvela Group`s investment in Mvelaserve increased to R3,70 per Mvela Group ordinary share from R2,23 the previous year. This is attributable to increased operational profit used to value Mvelaserve, as well as certainty around the TFMC contract. Facilities Management The performance of TFMC exceeded expectations compared to the previous year. Customised Solutions obtained a variety of new contracts during the year and various opportunities are available in the new year. This positive situation is a result of the planned strategy of reducing TFMC`s reliance on Telkom. In line with the terms of the current agreement, Telkom has approved the extension of the TFMC contract for a further five years to 31 March 2016 and the extension to the agreement was signed on 13 August 2010. Security The performance of Protea Coin showed a strong improvement on the previous year. The benefit of the restructuring and strong growth in revenue, mainly from blue chip clients, resulted in sustainable improved operating profit and margins. Protea Coin is continuously searching for additional service offerings and value add to its clients. Catering and Cleaning The performance of Royalserve was below that of the previous year. The cleaning and catering businesses were restructured under one management team in October 2009 and renamed Royalserve. The restructuring is in the final stages and the results towards the end of the financial year have been positive and in line with expectations. Diversified Services The performance of the Diversified Services companies showed an improvement from the previous year and performed above expectations. Khuseti performed well above the previous year with pie sale volumes increasing to expected levels. The King Pie franchise business remained flat with increased volumes coming from Khuseti`s entry into the retail market. Contract Forwarding did not perform as expected due to import and export volumes remaining low in the current market conditions. Zonke`s performance was in line with expectations. Strategic Investments Financial Services Sector Absa Group`s results for the six months to 30 June 2010 were credible. Headline earnings increased by 1% to R3 862 million and attributable earnings increased by 17% to R3 842 million. The intrinsic net asset value of Mvela Group`s investment in Absa Group increased marginally to R913 million in the current year from R880 million at 30 June 2009. This was mainly attributable to the Absa share price increasing from R110,00 at 30 June 2009 to R121,49 at 30 June 2010. Consumer Services Sector Life Healthcare was listed on the securities exchange operated by the JSE on 10 June 2010 in what was most likely the toughest time in the year for Initial Public Offerings. In its published prelisting statement, Life Healthcare expects to continue its growth even in the current environment albeit at a slower pace than in previous years. Subsequent to year-end Mvela Group has distributed 14,24% of its 17,54% in Life Healthcare investments to shareholders. Construction and Infrastructure Sector Group Five announced another year of robust performance which can be attributed to its geographic diversity and strong positioning in key public sector and resources markets. Group Five`s contracts for the South African public works programmes in transport, power, and infrastructure associated with the 2010 Soccer World Cup contributed strongly, as well as African resources and energy contracts and Eastern European concessions. Group Five reported an increase of 8% in headline earnings for the year ended 30 June 2010. The intrinsic net asset value of Mvela Group`s investment in Group Five shares decreased to R174 million from R211 million at 30 June 2009 as a result of a decrease in the option valuation of Group Five shares. Mvela Group`s investment in Group Five comprises 3% of the Group`s intrinsic net asset value at 30 June 2010. Telecoms, Media and Technology Sector The Group owns 137 500 000 shares in Vox Telecom which translates into an effective interest of 12,4% at 30 June 2010. The interim results for the first six months of the 2010 financial year showed a decrease in revenue to R1 044 million compared to R1 059 million the corresponding period the previous year with operating profit down to R39 million from R57 million. Vox Telecom`s share price decreased to 30 cents per share at 30 June 2010 (2009: 55 cents) which, after R256 million of debt (2009: R342 million), resulted in a negative intrinsic net asset value of R215 million (2009: R235 million). Avusa`s results for the year ended 31 March 2010 were credible despite the sharp downturn in the economy which resulted in a soft advertising market. Revenue from continuing operations was down 4% to R4 712 million and headline earnings per share were down 38%. Mvela Group`s share of Avusa profits was R20 million at 30 June 2010. Avusa will continue to pursue long-term strategies and invest in businesses with future profitable growth prospects, including the digital businesses which are ideally positioned for the increased bandwidth anticipated in South Africa in the near future. Accounting Policies and International Financial Reporting Standards The reviewed results for the year ended 30 June 2010 have been prepared in accordance with International Financial Reporting Standards (IFRS), Interim Financial Reporting (IAS) 34, AC500 series of interpretations as issued by the Accounting Practices Board or its successor, the JSE Listings Requirements and in the manner required by Schedule 4 of the Companies Act of South Africa. The accounting policies applied are in accordance with IFRS and are consistent with those applied in the prior year. IAS 1 (Revised) - Presentation of Financial Statements The financial information set out herein incorporates changes introduced as a result of the publication of a revised version of IAS 1 `Presentation of Financial Statements`, effective for accounting periods commencing on or after 1 January 2009. The principal change is that an entity must present all non-owner changes in equity in a statement of comprehensive income. All owner changes in equity are recognised in a statement of changes in equity. There was no impact on the Group`s results or net assets as a result of the introduction of the revised standard. IFRS 8 - Operating segments The Group has prepared its Segmental Information using IFRS 8 - Operating Segments, which requires the disclosure of information based on the "management approach" to reporting on the financial performance of operating segments. Generally, the information to be reported would be what management uses internally for evaluating segment performance and deciding how to allocate resources to operating segments. There was no impact on net profit or net assets. Capital commitments Capital expenditure 2010 2009 R`000 R`000 Contracted for 16 354 11 798 Not contracted for 9 770 18 589 26 124 30 387 Operating leases Land and buildings 114 174 52 154 Equipment 5 423 4 295 Motor vehicles 325 47 119 922 56 496 Review opinion These results have been reviewed by Mvela Group`s auditors PKF (Jhb) Inc., Registered Auditors. Their unqualified reviewed opinion is available for inspection at the Company`s registered office. Analyst presentation An audiocast of the presentation to analysts and investors can be accessed live on the Mvela Group website from 12h00 on 26 August 2010. Final dividend Ordinary shares The directors of Mvela Group have resolved not to declare a final dividend for the year ended 30 June 2010 following the cash preservation policy followed by the Group until the effect of the restructuring has been completed. Preference shares The directors of Mvela Group have resolved to declare a cash preference dividend (No. 10) of 27,12 cents per preference share, for the six-month period ended 30 June 2010, to preference shareholders. The last day to trade "cum" the preference dividend in order to participate in the preference dividend is Friday, 10 September 2010. The preference shares of Mvela Group will commence trading "ex" the preference dividend from the commencement of business on Monday, 13 September 2010 and the record date will be Friday, 17 September 2010. The preference dividend will be paid to preference shareholders on Monday, 20 September 2010. Preference share certificates may not be dematerialised or rematerialised between Monday, 13 September 2010 and Friday 17 September 2010, both days inclusive. Cautionary announcement Mvela Group announced to its shareholders on 3 September 2009 that the directors of Mvela Group had agreed to the process of realising and unbundling the Group`s assets and distributing the proceeds to shareholders in the most efficient and orderly manner. Following this announcement, Life Healthcare and Health Strategic Investments, an asset backed security owning Mvela Group`s ordinary shares in Life Healthcare, were listed on the securities exchange operated by the JSE. In addition, Mvela Group`s ordinary shares in Health Strategic Investments have been unbundled to Mvela Group ordinary shareholders. Furthermore, as part of this strategy, the directors, of Mvela Group is in the process of assessing both the qualitative and quantitative aspects of the alternatives available regarding Mvela Group`s investment in Mvelaserve, and as such are considering the separate listing of Mvelaserve on the JSE and the unbundling of Mvela Group`s shares in Mvelaserve to Mvela Group ordinary shareholders as well as the implications such an unbundling may have on Mvela Group. Accordingly, Mvela Group ordinary and preference shareholders are advised to exercise caution when dealing in Mvela Group ordinary and preference shares until a further announcement is made. Prospects Mvela Group continues to trade positively with a key focus on unlocking value for shareholders. The Company aims to realise value for shareholders in the most efficient manner possible as evidenced by the unbundling process of its Life Healthcare investment, Mvelaserve continues on it`s growth path with consistent margin improvements and will continue to seek all avenues for further revenue diversification in order to achieve its stated objective of being a significant player in the outsourced support services market. M S M Xayiya Y Z Cuba Chairman Chief Executive Officer 26 August 2010 Summarised group statement of financial position Reviewed Audited
year year ended ended 30 June 30 June 2010 2009
R`000 R`000 ASSETS Non-current assets 3 354 514 5 802 582 Property, plant and equipment 389 492 322 610 Intangible assets 834 554 860 812 Investment in associates 674 098 720 580 Strategic investments 1 438 664 3 864 909 Deferred taxation 17 706 33 671 Current assets 3 995 498 1 262 554 Strategic investments 2 626 286 11 254 Other current assets 843 069 781 748 Cash and cash equivalents 526 143 469 552 Assets in disposal group held for sale 5 045 - TOTAL ASSETS 7 355 057 7 065 136 EQUITY AND LIABILITIES Capital and reserves 4 894 283 4 017 544 Owners of the parent 4 725 023 3 839 888 Minority shareholders 169 260 177 656 Non-current liabilities 1 552 174 2 210 823 Interest-bearing liabilities 1 279 535 1 700 627 Financial liability 36 900 34 199 Deferred taxation 235 739 475 997 Current liabilities 908 600 836 769 Interest-bearing liabilities 78 699 64 084 Non-interest-bearing liabilities 20 712 25 021 Other current liabilities 809 189 747 664 TOTAL EQUITY AND LIABILITIES 7 355 057 7 065 136 Net number of ordinary shares in issue 407 139 406 665 (000) Diluted net number of ordinary shares in 465 484 465 482 issue (000)# Net asset value per ordinary share 1 015,1 824,9 (cents) Net tangible asset value per ordinary 832,0 632,8 share (cents) #Calculated on the basis that all preference shares will be converted into ordinary shares. Summarised group statement of cash flows Reviewed Audited year year
ended ended 30 June 30 June 2010 2009 R`000 R`000
Profit from operations 327 048 255 590 Non-cash items 108 194 116 456 Working capital (6 993) (9 101) Cash generated from operations 428 249 362 945 Net interest paid (74 050) (93 179) Investment income 174 122 51 751 Normal taxation paid (70 730) (120 585) Cash available from operating activities before the payment of capital gains tax 457 591 200 932 Capital gains tax paid (791) (342) Cash available/(utilised) from operating 456 800 200 590 activities Cash effects of investing activities 114 484 (52 400) Cash effects of financing activities (484 685) (434 237) Dividends paid (30 008) (115 481) Net movement in cash and cash equivalents 56 591 (401 528) Cash and cash equivalents at the beginning 469 552 871 080 of the year Cash and cash equivalents at the end of 526 143 469 552 the year Summarised group statement of changes in equity Reviewed Audited year year
ended ended 30 June 30 June 2010 2009 R`000 R`000
Balance at the beginning of the year 4 017 544 3 943 488 Acquisition/(disposal) of subsidiaries 776 (427) Cost of BEE transaction 16 175 16 175 Total comprehensive income for the year 891 495 176 447 Dividends (31 707) (118 139) Balance at the end of the year 4 894 283 4 017 544 Reconciliation between profit attributable to owners of the parent and headline profit attributable to owners of the parent Reviewed Audited year year ended ended 30 June 30 June
2010 2009 R`000 R`000 Profit attributable to owners of the 865 784 88 973 parent Net loss on disposal/impairment of 111 143 115 485 subsidiaries and investments Net profit on sale of property, plant and (517) (1 943) equipment Tax effect (5 781) 748 Headline net profit attributable to owners 970 629 203 263 of the parent Summarised group statement of comprehensive income Reviewed Audited year year ended ended 30 June 30 June
2010 % 2009 R`000 change R`000 Continued operations Revenue* 4 111 948 12,8 3 646 800 EBITDA 435 800 16,5 373 989 Profit from operations 314 343 24,8 251 895 Interest income 35 428 60 111 Interest expense (143 293) (204 792) Share of loss from associates (22 517) (34 131) Net fair value adjustments and 574 910 57,3 365 463 profit and loss from investments Cost of BEE transaction (16 175) (16 175) Profit before taxation 742 696 75,8 422 371 Taxation charge 136 094 (249 619) Normal, deferred, capital gains 142 687 (221 218) and foreign taxation Secondary tax on companies (6 593) (28 401) Profit for the year from 878 790 408,7 172 752 continuing operations Discontinued operations Profit from discontinued 12 705 3 695 operations Total comprehensive income for the year 891 495 176 447 Total comprehensive income attributable to: Owners of the parent 865 784 88 973 Other shareholders 25 711 87 474 - Preference shareholders 30 008 29 962 - Minority shareholders (4 297) 57 512 891 495 176 447 Weighted average net number of 406 962 406 665 ordinary shares in issue (000) Diluted weighted average net number of ordinary shares in issue (000) # 465 307 465 482 Earnings per ordinary share 212,7 871,2 21,9 (cents)(a) Headline earnings per ordinary 238,5 378,0 49,9 share (cents)(a) Diluted earnings per ordinary 192,5 652,0 25,6 share (cents) Diluted headline earnings per 215,0 329,1 50,1 ordinary share (cents) Dividend per preference share 54,2 55,0 (cents) Interim 27,1 27,5 Final 27,1 27,5 *Revenue from discontinued operations amounts to R87 311 000 (2009: R98 862 000). #Calculated on the basis that all preference shares will be converted into ordinary shares. (a) Earnings and headline earnings per ordinary share from discontinued operations is 3 cents (2009: 1 cent). Segmental information Reviewed Audited
year year ended ended 30 June 30 June 2010 2009
R`000 R`000 Net assets Consumer services 3 982 268 3 065 566 Financial services 572 429 613 572 Infrastructure and Construction 130 550 146 138 Telecoms, Media and Technology 209 036 192 268 4 894 283 4 017 544 Revenue Consumer services 4 111 948 3 646 800 Financial services - - Infrastructure and Construction - - Telecoms, Media and Technology - - Revenue from discontinued operations 87 311 98 862 4 199 259 3 745 662 Total comprehensive income for the year Consumer services 1 030 709 520 534 Financial services (6 928) 199 677 Infrastructure and Construction (15 588) (127 455) Telecoms, Media and Technology (113 228) (403 829) Cost of BEE transaction (16 175) (16 175) Net profit from discontinued operations 12 705 3 695 891 495 176 447 Executive Directors: M S M Xayiya (Executive Chairman), Y Z Cuba (Chief Executive Officer), G E Roth (Chief Financial Officer) Non-Executive Directors: K D Dlamini*, B D Hopkins*, O A Mabandla* (*Independent) Company Secretary: Mvelaphanda Management Services (Pty) Limited Registered Office: 1st Floor, 30 Melrose Boulevard, Melrose Arch, 2076 Telephone 27 11 684-2652 Telefax 27 11 684-2656 Transfer Secretaries: Computershare Investor Services (Proprietary) Limited, Auditors: PKF (Jhb) Inc., Registered A copy of these results is available on the Mvelaphanda Group website at www.mvelagroup.co.za Johannesburg 26 August 2010 Sponsor: Deutsche Securities (SA) (Pty) Limited Date: 26/08/2010 07:05:07 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.