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EUR - Eureka Industrial Limited - Abridged Final Audited Results And Notice Of
The Annual General Meeting
Eureka Industrial Limited
("Eureka" or "the Company")
(Registration number: 1938/010958/06)
JSE share code: EUR
ISIN code: ZAE000002523
ABRIDGED FINAL AUDITED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2009
2009 2008
Audited Audited
R`000s R`000s
Consolidated Condensed INCOME STATEMENT
Revenue 103,171 82,027
Turnover 57,771 48,132
Cost of Sales (34,162) (31,005)
Profit before other income and expenses 23,609 17,127
Other Income 9,941 31,400
Profit on sale of property plant and
equipment 12 1,293
Operating expenditure (37,603) (28,327)
Interest received 3,105 1,221
Finance costs (4,965) (4,802)
(Loss)/profit before tax (5,901) 17,912
Taxation (10,531) (1,699)
(Loss)/profit attributable to equity
shareholders (16,432) 16,213
Consolidated Condensed BALANCE SHEET
ASSETS
Non-current assets 16,152 64,543
- Property, plant and equipment 2,581 2,468
- Equity investments 13,571 62,075
Current assets 166,308 153,391
- Inventories 8,602 8,752
- Trade and other receivables 23,473 36,643
- Cash and cash equivalents 97,897 66,286
- Equity investments 36,336 41,710
Total assets 182,460 217,934
EQUITY
Capital and reserves 133,247 195,542
- Share capital 220 250
- Reserves 133,027 195,292
LIABILITIES
Non-current liabilities 2,082 141
- Interest bearing borrowings 2,082 141
Current liabilities 47,131 22,251
- Trade and other payables 12,248 9,587
- Provisions 977 427
- Current tax payable 6,343 2,735
- Interest bearing borrowings 27,563 9,502
Total equity and liabilities 182,460 217,934
Consolidated Condensed STATEMENT OF CHANGES IN EQUITY
Share capital 220 250
- Ordinary shares
- Balance at beginning of the year 150 150
- Treasury shares purchased during the year (30) -
- Balance at end of the year 120 150
- Preference shares 100 100
Retained income
- Balance at beginning of the year 186,010 188,997
- Net (loss)/profit for the year (16,432) 16,213
- Ordinary dividend paid - (19,200)
- Treasury shares purchased during the year (45,833) -
- Balance at end of the year 123,745 186,010
Non-distributable reserve 9,282 9,282
Total capital and reserves at end of year 133,247 195,542
Consolidated Condensed CASH FLOW STATEMENT
Cash flows from operating activities (1,346) (25,928)
Cash flows from investing activities 58,818 107,902
Cash flows from financing activities (25,861) (18,588)
Net increase in cash & cash equivalents 31,611 63,386
Cash and cash equivalents at the beginning year 66,286 2,900
Cash and cash equivalents at end of year 97,897 66,286
Determination of HEADLINE EARNINGS
(Loss)/profit attributable to equity
Shareholders (16,432) 16,213
Net deficit/ (surplus) on revaluation of
long-term investments 22,514 (476)
Profit on disposal of long-term investments (27,824) -
Profit on disposal of tangible assets (10) (16)
Profit on disposal of investment property - (1,089)
Headline earnings (21,752) 14,632
ORDINARY SHARES
Number of shares in issue at year end (`000s) 1,920 2,400
Weighted average number of shares in
issue (`000s) 2,297 2,400
Treasury shares held at year end (`000s) 480 -
Earnings per share (cents) (715.4) 675.5
Diluted earnings per share (cents) (715.4) 675.5
Headline earnings per share (cents) (947.0) 609.6
Diluted headline earnings per share (cents) (947.0) 609.6
Net tangible asset value per share (cents) 6,935 8,143
BASIS OF PREPARATION
The annual financial statements of the group have been prepared in accordance
with International Financial Reporting Standards ("IFRS")and in compliance with
IAS 34.
Eureka`s annual financial statements were distributed to shareholders on 09
November 2009.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the annual general meeting of the shareholders of
Eureka Industrial Limited will be held at the company`s registered offices
situated at 65 Elm Drive, Inanda, Sandton, 2196 at 10h00 on Monday the 30th of
November 2009 for the following purposes:
1) To receive and adopt the annual financial statements for the year ended 28
February 2009, including the Directors` Report and the Independent Auditors`
Report thereon.
2) To approve the remuneration of the directors for the year ended 28 February
2009.
3) To re-elect the following directors:
Ronald S Price as a non-executive director.
David L Fletcher as an executive director.
4) To re-elect Tracey Truran as the company secretary.
5) To confirm the appointment of the auditors, Levenstein and Partners for the
ensuing year.
6) To place the unissued ordinary shares under the control of the directors who
are hereby authorised, in accordance with the provisions of section 221 of the
Companies Act, to allot and issue these shares at such times and on such terms
as they may determine, subject to the JSE Limited`s Listings Requirements, until
the next annual general meeting.
7) To consider and if deemed fit, to pass, with or without modification, the
following ordinary resolution:
Ordinary resolution number 1:
"Resolved that subject to not less than 75% of the shareholders of the company
being present in person or by proxy and entitled to vote at the annual general
meeting at which this ordinary resolution number 1 is to be considered, and
voting in favour thereof, the directors of the company be and are hereby
authorised by way of a general authority to issue all or any part of the
authorised but unissued ordinary shares in the capital of the company for cash
as they in their discretion deem fit, subject to the following limitations:
- the securities issued shall be of a class already in issue;
- this authority shall not extend beyond the date of the next annual general
meeting of the company or the date of expiry, being 15 (fifteen) months from the
date of this annual general meeting, whichever is the earlier;
- an announcement on SENS giving full details, including the impact on net asset
value and earnings per share, will be published at the time of any issue
representing on a cumulative basis 5% or more of the issued share capital;
- on a cumulative basis within any one financial year the new issues may not
exceed 15% of the number of shares in issue prior to such issues;
- in determining the price at which an issue of shares will be made in terms of
this authority, the maximum discount permitted will be 10% of the weighted
average traded price of such shares, as determined over the thirty day period
prior to the date that the price of this issue is determined or agreed by the
directors of the company; and,
- any such issue will be made to public shareholders only, as defined by the JSE
Limited`s Listings Requirements."
8) To consider and if deemed fit, to pass, with or without modification, the
following special resolution:
Special resolution number 1:
"Resolved that the directors of the company be and are hereby authorised, by
way of a general approval, to repurchase on behalf of the company, ordinary
shares of 6.25 cents each ("ordinary shares") issued by the company, in terms of
sections 85 to 90 of the Companies Act (Act 61 of 1973), as amended, and for the
shares to be retained as treasury shares or at their discretion to be cancelled
and in terms of the JSE Limited`s Listings Requirements being that:
- the repurchase of securities being effected through the order book operated by
the JSE Limited`s trading system and done without any prior understanding or
arrangement between the company and the counter party (reported trades are
prohibited);
- the company and its subsidiaries are enabled by their Articles of Association
to repurchase such shares;
- this general authority shall only be valid until the company`s next annual
general meeting, provided that it shall not extend beyond 15 months from the
date of passing of this special resolution;
- an announcement will be published for every 3% of the ordinary shares in
issue, in aggregate, repurchased by the company, containing full details of such
acquisitions in accordance with section 5.79 of the JSE Limited`s Listings
Requirements;
- in terms of this general approval, the acquisition of ordinary shares in any
one financial year may not exceed, in aggregate, 20% of the company`s issued
share capital of that class, at the time that approval is granted, and the
acquisition of shares by a subsidiary of the company may not exceed 10% in the
aggregate, in any one financial year, of the number of issued shares of the
company of that class;
- repurchases may not be made at a price greater than 10% above the weighted
average of the market value for the securities for the five business days
immediately preceding the date on which the transaction is effected;
- the company may only appoint one agent to effect any repurchases on the
company`s behalf;
- the company or its subsidiary may not repurchase shares during a prohibited
period as defined in paragraph 3.67 of the JSE Limited`s Listings Requirements;
Note: This resolution is subject to 75% or more of the shareholders present or
represented and entitled to vote on this resolution, voting in favour of the
resolution. The directors, after considering the maximum number of shares which
may be repurchased and the price at which such repurchases may take place
pursuant to the general repurchase approval, are of the opinion that:
- the company and the group will be able to pay its debts in the ordinary course
of business for a period of 12 months after the date of the Notice of the annual
general meeting;
- the assets of the company and the group, fairly valued in accordance with
International Financial Reporting Standards, will be in excess of the
liabilities of the company and the group after the repurchase and for a period
of 12 months after the date of the Notice of the annual general meeting;
- the share capital and reserves of the company and the group will be adequate
for ordinary business purposes for a period of 12 months after the date of
Notice of the annual general meeting; and,
- the working capital available to the company and the group will be adequate
for the purposes of the business of the company and the group for the period of
12 months after the date of Notice of the annual general meeting.
The purpose of special resolution number 1 is to give the directors the
authority for the company to acquire its own shares, at prices likely to result
in an increase in the earnings per share of the company.
9) To transact such other business as may be transacted at an annual general
meeting.
09 November 2009
Sandton
Eureka Industrial Limited
Date: 09/11/2009 16:27:01 Supplied by www.sharenet.co.za
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