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TCTA: Further Update on the Delay in the Release of TCTA's 2018/19 Annual Financial Statements
Trans-Caledon Tunnel Authority (TCTA)
WSP4 (LHWP) ZAG000020009
WSP5 (LHWP) ZAG000020017
As established by Notice No 2631 in Government Gazette No 10545 of 12 December 1986, and revised by
Notice No 277 in Government Gazette No 21017 of 24 March 2000 (the Notice of Establishment).
A Schedule 2 Public Finance Management Act No. 1 of 1999 (PFMA) entity.
FURTHER UPDATE ON THE DELAY IN THE RELEASE OF TCTA’S 2018/19 ANNUAL FINANCIAL STATEMENTS
Noteholders are notified of the following with regards to the delay in releasing TCTA’s Annual Financial
Statements (AFS) for the year ended 31 March 2019.
TCTA’s SENS Announcements of 30 August 2019 (titled: Delay in Completion of TCTA’s 2018/19 Audit and
Annual Financial Statements) and 2 October 2019 (titled: Update on the Delay in Release of TCTA’s 2018/19
Annual Financial Statements) have reference.
Attachment: Minister’s letter to the Speaker of the National Assembly of 27 September 2019, titled: Tabling
of the Department of Water and Sanitation 2018/19 Annual Report and Audited Financial Statements (Vote
36) as well as Reports of its Schedule 2 and 3A Entities, which can be found on TCTA’s website
(www.tcta.co.za) under Media & News/Investor Relations/SENS Announcements.
UPDATE
TCTA regrets to announce that it will not be able to meet the deadline of 31 October 2019 for the release of
the AFS as had previously been announced.
TCTA submitted the adjusted AFS to the AGSA on 21 October 2019. However, due to the AGSA’s
commitments to other allocated audits for 31 October 2019, the finalisation of the TCTA audit can only
resume on the 15 November. In addition, according to the AGSA, the adjustments made to the AFS are
material and require substantial further audit work to validate. The AGSA estimates that this will take
approximately three to four weeks to conclude, depending on the extent to which the adjustments
require additional audit work.
Following the completion of the audit process, the audited AFS will be submitted to TCTA’s Board and then
to the Minister of Human Settlements, Water and Sanitation before they can be released publicly.
Given this, TCTA believes that the AFS are unlikely to be released before the end of December 2019.
CONSEQUENCES OF THE DELAY:
To date, after submitting the AFS to the AGSA two months after year-end as required by the PFMA, TCTA
has missed reporting deadlines to the Department of Water and Sanitation and National Treasury (31
August), by the Minister of Human Settlements, Water and Sanitation, to parliament (30 September) and to
various lenders under various borrowing agreements (end of July to end of September).
The Department and National Treasury are fully aware of the matter and all developments surrounding it,
the Minister has tabled an explanatory letter on the matter before the National Assembly as required by the
PFMA and all the lenders have been engaged as to the nature of the problem. There have been, as yet, no
negative consequences for TCTA.
AFS REPORTING DEADLINES THAT HAVE PASSED
Consequences of Non-
Requirement Deadline Status
Compliance
s55(1)(c) PFMA to 31 May 2019 Submitted N/A
Auditors
s55(1)(d) PFMA 31 Aug 2019 TCTA continues to engage with Internal
submission to DWS and National Treasury on
Minister/DWS and the matter.
National Treasury
s65(1)(a) PFMA 30 Sep 2019 The Minister sent the required Minister must table written
Minister to table explanatory letter to the Speaker explanation to the National
AFS to National of the National Assembly on 27 Assembly setting out the reason for
Assembly September, which the Speaker failure s65(2)(a) PFMA.
referred to the Portfolio AGSA may issue a special report
Committee on 4 October. s65(2)(b) PFMA.
Various Loan End Jul to end Sept TCTA has engaged with the Varies, from no consequences to
Agreements 2019 lenders. being a potential event of default.
The pending deadlines for submission, which TCTA now believes will be missed, are the FSCA deadline
(extended from 31 August) and the JSE deadline for the release of the AFS (31 October 2019).
PENDING AFS REPORTING DEADLINES
Requirement Deadline Status Consequences of Non-Compliance
s90(b) FMA 31 Aug 2019 Extension granted to 31 Administrative penalty levied in terms of
Regulated Person Oct. s167 FSRA.
must submit AFS to TCTA is engaging the
FSCA FSCA about the potential
for a further extension.
s7.4 DLR: make AFS 31 Oct 2019 TCTA is engaging with the s7.7(b) DLR JSE will publish SENS after
publicly available & JSE to find out what steps it deadline informing investors of potential
publish JSE SENS is required to take to suspension of listing.
announcement convince the JSE not to S7.7(c) DLR if AFS are still outstanding after
suspend its notes. end of Nov 2019, JSE will suspend listing.
s7.8 DLR grants JSE discretion as to the
application of 7.7(b) and (c) above.
The potential consequences for missing these deadlines are:
• an administrative fine from the FSCA, and
• potential suspension of TCTA’s listing by the JSE should the AFS not be released by the end of
November 2019.
TCTA is engaging the FSCA and JSE with regards to the unavoidable nature of the delay, as well as its bona
fides in terms of attempting to find a speedy resolution to this matter, to convince them to exercise their
discretion in terms of s90 of the Financial Markets Act no. 19 of 2012, s167 of the Financial Sector Regulation
Act no. 9 of 2017 and s7.8 of the JSE Debt Listing Requirements with regards to the penalties for non-
submission.
TCTA will update Noteholders promptly when there are further developments regarding the matter.
31 October 2019
Nyiko Mageza, TCTA Sponsor +27 12 683 1334, nmageza@tcta.co.za
Wanda Mkutshulwa, Head of Communications +27 12 683 1378, wmkutshulwa@tcta.co.za
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Date: 31/10/2019 01:51:00
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