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CHANGE STATEMENT, MODIFIED AUDIT REPORT AND NOTICE OF ANNUAL GENERAL MEETING
Dorbyl Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1911/001510/06
Share Code: DLV ISIN: ZAE000002184
("Company" or "Dorbyl")
CHANGE STATEMENT, MODIFIED AUDIT REPORT AND NOTICE OF ANNUAL
GENERAL MEETING
CHANGE STATEMENT
Shareholders are hereby advised that the Company’s abridged
Annual Financial Statements (“the AFS”) for the year ended 31
March 2012 and the Notice of AGM, as contained in the
Company’s Integrated Report will be distributed to
shareholders on Tuesday, 20 November 2012. The AFS, save for
the modification to the audit report as set out below, contain
no material modifications to the reviewed provisional
condensed consolidated results for the year ended 31 March
2012 (“the Provisional Results”), which were published on SENS
on 28 June 2012.
MODIFIED AUDIT REPORT
As announced on SENS on 28 June 2012, the reviewed report
prepared by the Company`s auditors, KPMG Inc. on the
Provisional Results contained an emphasis of matter (“the
Emphasis of Matter”) which read as follows:
"We draw attention to the going concern paragraph in the
Dorbyl business review which indicates that the group incurred
a loss for the year of R76.7 million and that these
conditions, along with other matters set forth in the
paragraph, indicate the existence of a material uncertainty
that may cast significant doubt on the ability of the company
and its subsidiaries to continue as going concerns. In
addition, we draw attention to the restatement of comparative
information paragraph which explains why the comparatives
presented in the provisional financial statements have been
restated. Our opinion is not qualified in respect of these
matters."
Shareholders are advised that the Emphasis of Matter has been
replaced by an adverse opinion (“the Adverse Opinion”) and
shareholders’ attentions are specifically drawn to the
following paragraphs contained therein:
“Basis for Adverse Opinion
As indicated in note 39, the company and its subsidiaries
incurred a loss for the year ended 31 March 2012 of R69.3
million and have continued to incur losses after year end.
The note also indicates that the business requires significant
investment to remain competitive; that two separate parties
have made offers to acquire the group but that the group is
likely to experience liquidity problems before any acquisition
is finalised; and that a notice of financial distress has been
issued by the directors. The note concludes that should the
offers not materialise, there is a material uncertainty that
may cast significant doubt on the continuation of the
operations of the company and its subsidiaries, but that the
company and its subsidiaries should be classified as going
concerns.
In assessing the directors’ evaluation of the use of the going
concern assumption, we were provided with cash flow forecasts
for the company and its subsidiaries for the ten months to 31
January 2013. These cash flow forecasts show that the group
will not have cash resources to continue operations beyond the
end of January 2013. The directors do not have access to
additional cash resources beyond that date and indicate in
note 39 that any acquisition is only expected to be finalised
in three months. There is no indication of how creditors will
be paid after 31 January 2013 or if the acquisition offers do
not materialise.
In these circumstances, in our judgment the company and its
subsidiaries cannot be considered to be going concerns and
thus the preparation of these financial statements on a going
concern basis is inappropriate. The financial statements do
not reflect adjustments to reduce the value of assets to their
recoverable amount and to provide for any further liabilities
that might arise. These adjustments may be substantial, but
it was impracticable for us to quantify the effect on the
financial statements.
Adverse Opinion
In our opinion, because of the significance of the matter
discussed in the Basis for Adverse Opinion paragraph, these
financial statements do not present fairly the consolidated
financial position of Dorbyl Limited at 31 March 2012, and its
consolidated financial performance and consolidated cash flows
for the year then ended in accordance with International
Financial Reporting Standards and the requirements of the
Companies Act of South Africa.”
In addition to the above, shareholders are also advised that
the loss of R76.7 million referred to in the Emphasis of
Matter relates to the loss before taxation, whereas the loss
of R69.3 million referred to in the Adverse Opinion relates to
the loss after taxation. Accordingly, the loss before and
after taxation as announced in the Provisional Results
compared to the loss before and after taxation as announced in
the AFS remains unchanged.
The AFS have been audited by the Company`s auditors, KPMG
Inc., and their qualified audit report, containing the
abovementioned adverse opinion relating to the Company’s going
concern status, is available for inspection at the registered
offices of Dorbyl.
The Integrated Report, containing the full AFS is available on
the Company’s website at www.dorbyl.co.za or can be obtained
from the Company’s registered office on request.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that Dorbyl’s Annual General Meeting
(“the AGM”) of shareholders will be held at 13 Lincoln Road,
Industrial Sites, Benoni South at 10:00 on Tuesday, 12
February 2013 to transact business as stated in the Notice of
Annual General Meeting (“Notice of AGM”) circulated together
with the abridged AFS.
The date on which shareholders must be recorded in the share
register of the Company for purposes of being entitled to
attend and vote at the AGM is Friday, 8 February 2013, with
the last date to trade being Friday, 1 February 2013.
Johannesburg
19 November 2012
Sponsor to Dorbyl: PSG Capital Proprietary Limited
Date: 19/11/2012 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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