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VUN - Vunani - Condensed Audited Financial Statements For The Year Ended

Release Date: 13/07/2009 08:05
Code(s): VUN
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VUN - Vunani - Condensed Audited Financial Statements For The Year Ended 31 December 2008, Posting Of Annual Report And Notice Of Annual General Meeting VUNANI LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/020641/06) JSE code: VUN ISIN: ZAE000110359 ("Vunani" or "the company" or "the group") CONDENSED AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2008, POSTING OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING CONDENSED AUDITED ANNUAL FINANCIAL STATEMENTS Shareholders are advised that the audited annual financial statements for the year ended 31 December 2008 contain adjustments when compared to the reviewed results for that year, which were published on SENS on 31 March 2009, as follows: Condensed Notes Audited Reviewed Restated Previously Consolidated Income December December December stated Statement 2008 2008 2007 December R`000 R`000 R`000 2007 R`000
Revenue 1 223 065 171 270 239 480 131 981 Other income 18 765 18 395 59 369 59 369 Cost of property 1 (52 097) - (107 499) - developments sold Operating expenses 2 (116 599) (107 827) (105 086) (105 086) Operating profit 73 134 81 838 86 264 86 264 Investment revenue 17 552 17 552 10 962 10 962 Fair value (854 915) (856 768) 689 958 689 958 adjustments Income from 2 26 539 19 845 31 620 31 620 associates (before taxation) Net (loss) / profit (737 690) (737 533) 818 804 818 804 before finance costs Finance costs (201 505) (201 505) (107 080) (107 080) Net (loss)/profit (939 195) (939 038) 711 724 711 724 before taxation Taxation 3 155 073 180 810 (154 102) (154 102) Net (loss)/profit (784 122) (758 228) 557 622 557 622 for the year Attributable to: Equity 4 (707 845) (756 582) 414 757 487 786 shareholders of Vunani Limited Minority 4 (76 277) (1 646) 142 865 69 836 interests Attributable (loss) (784 122) (758 228) 557 622 557 622 / profit for the year Reconciliation of headline (loss)/earnings (Loss)/earnings (707 845) (756 582) 414 757 487 786 attributable to equity holders of Vunani Limited Adjusted for: Profit on disposal (4 515) (11 028) - - of associates Loss on disposal of 5 646 - - - associates Revaluation of 20 499 72 713 (44 496) (157 831) investment properties Headline (loss) / (686 215) (694 897) 370 261 329 955 earnings 000`s 000`s 000`s 000`s
Ordinary shares in 1 234 250 1 234 250 1 177 000 1 177 000 issue at year end Weighted average 4 1 166 516 1 216 266 965 694 1 177 000 number of ordinary shares Diluted weighted 5 1 166 516 1 216 266 1 013 712 1 015 444 average number of shares Basic 4 (60.7) (62.2) 42.9 41.4 (loss)/earnings per share (cents) Headline 4 (58.8) (57.1) 38.7 28.0 (loss)/earnings per share (cents) Diluted 5 (60.7) (62.2) 40.9 48.0 (loss)/earnings per share (cents) Diluted headline 5 (58.8) (57.1) 36.5 32.5 (loss)/earnings per share (cents) Notes: Net profit on property developments was previously disclosed in revenue. Presently disclosed as gross sales value in revenue and cost of developments separately in terms of IFRS. Reclassification for 2007: Previously Reclassification Restated stated R`000 R`000 R`000
Revenue R131 981 R107 499 R239 480 Cost of property R nil (R107 499) (R107 developments sold 499) Includes a charge for amortisation of intangible assets previously included in goodwill on the acquisition of associates. The difference between deferred tax as calculated and assessed losses arose due to the reclassification of fair value investments. Previously the outside shareholders` portion of the fair value of investment property was netted-off minority interest in the income statement, and the corresponding fair value adjustment transferred to non-distributable reserves. The minority interest in (loss) / profit after tax now includes the full portion of their interests. This disclosure misstatement did not have a major impact on basic earnings per share because the closing number of shares at 31 December 2007 had also been incorrectly used as the denominator in the calculation of basic earnings per share, rather than the weighted average number of shares outstanding during the year. The number of shares was also adjusted for the shares held in the employees share plan. calculation. Reclassification for 2007: Previously Reclassification Restated stated R`000 R`000 R`000
Equity holders of Vunani R487 786 (73 029) R414 757 Limited Minority Interest R69 836 73 029 R142 865 R557 622 R557 622
Basic and headline earnings per share have been calculated in terms of IAS 33 and the headline earnings circular (08/07). Shares held in the employee share trust have been taken into account in the weighted average number of shares. These shares are not taken into account in calculating the dilutive effect in 2008 as the Group is in a loss position. The headline earnings adjustments did not include the effects of tax and minority interests. Consolidated Notes Audited Reviewed Restated Previously Balance Sheet December December December stated 2008 2008 2007 December R`000 R`000 R`000 2007 R`000 ASSETS Non-current 1 629 865 1 671 355 2 714 592 2 745 037 assets Investment 6 817 132 807 767 700 935 700 935 property Property and 5 540 5 540 4 685 4 685 equipment Goodwill 7 75 596 92 591 11 215 11 216 Investment in 8 206 077 181 077 65 866 65 866 associates Other 9 488 828 480 821 1 927 597 1 958 041 investments Deferred tax 3 24 517 101 668 2 729 2 729 Other non- 1 891 1 891 1 565 1 565 current asset Other intangible 7 10 284 - - - assets Current assets 390 937 390 685 283 743 283 743 Other 180 531 180 531 - - investments Inventory 6 406 6 406 34 458 34 458 Trade and other 4 890 4 352 11 773 11 773 receivables Accounts 161 066 161 822 150 108 150 108 receivable from trading activities Trading 456 - - - securities Cash and cash 37 588 37 574 87 404 87 404 equivalents
Total assets 2 020 802 2 062 040 2 998 335 3 028 780 EQUITY Equity 153 657 103 831 809 257 796 426 attributable to equity holders of the company Share capital 250 263 250 263 198 020 198 020 and premium Revaluation 10 180 524 195 809 504 143 504 143 reserve Accumulated 10 (277 130) (342 241) 107 094 94 263 (loss) / retained earnings Minority 10 94 728 172 528 171 204 184 036 interests Total equity 248 385 276 359 980 461 980 462 LIABILITIES Non-current 1 052 265 1 063 133 1 750 321 1 780 765 liabilities Other financial 9 1 003 335 968 548 1 563 534 1 593 978 liabilities Deferred tax 3 48 930 94 585 186 787 186 787 Current 720 152 722 548 267 553 267 553 liabilities Other financial 9 486 659 525 340 28 786 28 786 liabilities Receiver of 3 258 2 621 14 984 14 984 Revenue Trade and other 6, 7 79 797 44 149 51 716 51 716 payables Accounts payable 150 438 150 438 171 936 171 936 from trading activities Trading - - 131 131 securities Total 1 772 417 1 785 681 2 017 874 2 048 318 liabilities Total equity and 2 020 802 2 062 040 2 998 335 3 028 780 liabilities Shares in issue 1 176 444 1 127 250 at year end (000`s) Net asset value 13.1 71.8 per share (cents) Net tangible 5.8 70.8 asset value per share (cents) Notes: The straight lining of operating leases is disclosed as part of Investment property. This was previously disclosed in trade and other payables. The increase in goodwill and other intangible assets is as a result of acquisitions of various Financial Services Businesses during the year. The increase relates to the accrual for an additional payment on the acquisition of an associate that at the time of the reviewed results was considered uncertain. Previously the "economic put" determined by valuing the liability was included in the value of the investment. In terms of IFRS this should be treated as a reduction in the value of the other financial liabilities, a portion of which is also disclosed under current liabilities Reclassification for Previously Reclassification Restated 2007: stated R`000 R`000 R`000 Other investments R1 958 041 (R30 444) R1 927 597 Other financial R1 593 978 R30 444 R1 563 534 liabilities Outside shareholders` portion of the fair value of investment property and dividends were netted-off profit for the year, in minority interest, resulting in the corresponding adjustment to retained earnings and non-distributable reserves. Consolidate Share Share Non- Accumulated Minority Total d Statement capital premium distribut (loss)/ interests equity of Changes R`000 R`000 able Retained R`000 R`000 in Equity reserves earnings R`000 R`000
Balance at - 24 706 152 361 44 119 48 689 269 875 31 December 2006 Profit for - - - 414 757 142 865 557 622 the period Issue of 118 173 196 - - - 173 314 shares Dividends - - - - (20 350) (20 350) paid to minorities Transfer to - - 351 782 (351 782) - - revaluation reserves Total 118 173 196 351 782 62 975 122 515 710 586 changes Balance at 118 197 902 504 143 107 094 171 204 980 461 31 December 2007 Loss for - - - (707 845) (76 277) (784 122) the period Issue of 5 57 179 - - - 57 184 shares Purchase of (6) (4 935) - - - (4 941 treasury shares Dividends - - - - (199) (199) paid to minorities Transfer to - - (323 619) 323 619 - - revaluation reserves Total (1) 52 244 (323 619) (384 226) (76 476) (732 078) changes Balance at 117 250 146 180 524 (277 130) 94 728 248 385 31 December 2008 Notes: The reasons for the differences are as a result of dividends to minority shareholders in subsidiaries of the group not being separately disclosed in 2007 and prior years. This had the effect of misstating minority interests, retained earnings and non-distributable reserves, because of the aggregation: Non- Retained Total Minority Total distribut earnings attributable interests equity able R`000 to equity R`000 R`000
reserves holders of R`000 the group / company R`000
As previously stated: Balance at 31 159 782 30 251 214 739 57 807 272 546 December 2006 Profit for the - - 487 787 69 835 557 622 period Issue of - - 173 314 - 173 314 shares Transfer to 344 361 (423 775) (79 414) 56 393 (23 021) revaluation reserves Total changes 344 361 64 012 581 687 126 228 707 915 Balance at 31 504 143 94 263 796 426 184 035 980 461 December 2007 Currently stated: Balance at 31 152 361 44 119 221 186 48 689 269 875 December 2006 Profit for the - 414 757 414 757 142 865 557 622 period Issue of - - 173 314 - 173 314 shares Dividends to - - - (20 350) (20 350) minorities Transfer to 351 782 (351 782) - - - revaluation reserves Total changes 351 782 62 975 588 071 122 515 710 586 Balance at 31 351 782 62 975 588 071 122 515 710 586 December 2007 Condensed Audited Reviewed Restated Previously Consolidated Cash December December December stated Flow Statement 2008 2008 2007 December R`000 R`000 R`000 2007 R`000
Cash inflows from 56 144 33 915 163 351 138 860 operating activities Cash outflows from (298 022) (336 450) (833 661) (833 661) investing activities Cash inflows from 192 062 252 705 730 033 754 525 financing activities (Decrease)/increase (49 816) (49 830) 59 724 59 724 in cash and cash equivalents Cash and cash 87 404 87 404 27 680 27 680 equivalents at beginning of year Cash and cash 37 588 37 574 87 404 87 404 equivalents at end of year
Notes: A large number of the group`s loans are fixed period bullet payment loans. The interest is capitalised and the loan settled at the end of the period with a bullet payment. Therefore, the actual cash payment of finance costs is materially different from the finance costs incurred. Accordingly, it is considered more appropriate to reflect the actual payment of finance costs in the cash flow statement. Interest paid: Reclassification for Previously Reclass- Restated 2007: stated ification R`000 R`000 R`000 Finance costs (R107 080) R24 492 (R82 588) Proceeds from R690 001 (R24 492) R665 509 debentures, long term borrowings, loans and mortgage bonds Segmental Reporting Audited Reviewed Restated Audited December December 2008 December December 2008 R`000 2007 2007 R`000 R`000 R`000
Revenue Financial Services 233 824 171 270 233 932 131 981 Investment Services (854 915) (856 768) 689 958 689 958 (621 091) (685 498) 923 890 821 939 Attributable (loss)/profit for the year Financial Services 88 514 88 508 88 050 88 050 Investment Services (872 636) (846 736) 469 572 469 572 (784 122) (758 228) 557 622 557 622
Total assets Financial Services 294 041 298 317 289 994 292 723 Investment Services 1 726 761 1 763 723 2 708 341 2 736 057 2 020 802 2 062 040 2 998 335 3 028 780 BASIS OF PREPARATION OF THE AUDITED RESULTS Statement of compliance The condensed annual financial statements comprise a consolidated balance sheet at 31 December 2008, a consolidated income statement, consolidated statement of changes in equity and summarised consolidated cash flow statement for the year ended 31 December 2008. The condensed annual financial statements have been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRS") and the presentation and disclosure requirements of IAS 34, Interim Financial Reporting. The basis of preparation is consistent with accounting policies used in the prior year. Basis of measurement The condensed annual financial statements for the year ended 31 December 2008 have been prepared in accordance with IFRS and are based on appropriate accounting policies consistently applied and supported by reasonable and prudent judgements and estimates. AUDIT REPORT The annual financial statements for the year ended 31 December 2008 have been audited by the company`s auditors, Deloitte & Touche, whose unqualified audit report thereon is available for inspection at the company`s registered address. POSTING OF ANNUAL REPORT The annual report for the year ended 31 December 2008 will be posted to shareholders shortly. NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the annual general meeting of shareholders of the company will be held on Thursday, 20 August 2009 at 10h00 at the company`s offices, Vunani House, Athol Ridge Office Park, 151 Katherine Street, Sandton, Johannesburg, to transact the business as stated in the notice of annual general meeting forming part of the annual financial statements. SANDTON 13 July 2009 Lead Designated Adviser: Grindrod Bank Limited Joint Designated Adviser: Vunani Corporate Finance Date: 13/07/2009 08:05:20 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.

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