To view the PDF file, sign up for a MySharenet subscription.

MCU - m Cubed Holdings Limited - Abridged report for the year ended 28

Release Date: 01/06/2011 08:17
Code(s): MCU
Wrap Text

MCU - m Cubed Holdings Limited - Abridged report for the year ended 28 February 2011 and notice of annual general meeting m Cubed Holdings Limited Incorporated in the Republic of South Africa Registration number: 1998/014568/06 Share code: MCU ISIN: ZAE000033353 ("m Cubed" or "the company" or "the group") ABRIDGED REPORT FOR THE YEAR ENDED 28 FEBRUARY 2011 AND NOTICE OF ANNUAL GENERAL MEETING Shareholders are hereby advised that the Annual Report of m Cubed for the year ended 28 February 2011 will be posted to shareholders on or before 30 June 2011. This report contains the audited annual financial statements for the year ended 28 February 2011. Part A : Condensed audited financial statements 1. Basis of preparation The results have been prepared in accordance with International Financial Reporting Standards ("IFRS"), the Companies Act of South Africa, (Act 61 of 1973, as amended ("Companies Act"), and the Listings Requirements of the JSE Limited ("JSE"). The accounting policies are consistent with those of the previous financial period. 2. Condensed statement of Financial Position Audited Audited Group Group 2011 2010
ASSETS R`000 R`000 Non-current assets Property, plant and equipment - 9 Financial assets at fair value through 11,000 - profit and loss 11,000 9 Current assets Loans and receivables 10,172 186,344 Current taxation 3,071 1,577 Cash and cash equivalents 57,907 108,729 71,150 296,650
Total assets 82,150 296,659 EQUITY Equity attributable to the owners of the company Ordinary shares 7,385 7,385 Share premium 87,668 227,990 Foreign currency translation reserve - 2,353 Accumulated loss (28,751) (22,978) Total equity 66,302 214,750 LIABILITIES Current liabilities Provisions 8,809 15,553 Employee benefits - 109 Trade and other payables 7,039 66,247 Current taxation - - 15,848 81,909
Total liabilities 15,848 81,909 Total equity and liabilities 82,150 296,659 3. Condensed statement of comprehensive income Audited Audited Group Group 2011 2010
R`000 R`000 Continuing operations Investment income 11,813 32,330 Other income 2,780 (152) Total Income 14,593 32,178 (Operating expenses)/ recovery of operating (17,634) 16,372 expenses Exchange rate profit on unbundling of - 8,455 subsidiary Total (Expenses)/ recovery of expenses (17,634) 24,827
Results of operations (3,041) 57,005 Interest expense - (686) (Loss)/Profit before tax (3,041) 56,319 Income tax expense (2,732) (42,464) (Loss)/Profit from continuing operations (5,773) 13,855 Discontinued operations Loss from discontinued operations - (260) (Loss)/Profit for the year (5,773) 13,595 Other comprehensive (loss)/income Currency translation differences (2,353) (16,781) Total comprehensive loss for the year, net (8,126) (3,186) of tax
(Loss)/profit for the year attributable to: Equity holders of the company (5,773) 13,595 Total comprehensive loss for the year (8,126) attributable to: (3,186) Equity holders of the company 4. Condensed consolidated cash flow statement Audited
Group Audited Group 2011 2010 R`000 R`000
Cash flows from operating activities (38,114) (127,237) Continuing operations (38,114) (117,855) Cash generated from/(utilised by) 92,913 (43,864) operations Interest and dividends received 13,521 22,909 Interest expense - (686) Taxation paid (4,226) (63,674) STC paid - (3,000) Payments to shareholders (140,322) (29,540) Discontinued operations - (9,382) Cash utilised by operations - (9,382) Cash flows from investing activities (12,708) 17,480 Continuing operations (12,708) 8,358 Additions to property, plant & equipment - (11) (Increase)/Decrease in investments (12,708) 8,369 Discontinued operations - 9,122 Decrease in investments - 9,122
Net (decrease)/increase in cash and cash (50,822) (109,757) equivalents Cash and cash equivalents at the beginning of 108,729 218,486 the year Cash and cash equivalents at the end of the 57,907 108,729 year 5. Condensed consolidated statement of changes in equity 2011 audited Share Share Foreign Accumulated Total capital premium currency profits/ translation (losses) reserve R`000 R`000 R`000 R`000 R`000
Group Balance at 1 March 7,385 227,990 2,353 (22,978) 214,750 2010 Decrease in foreign - - (2,353) - (2,353) currency translation reserve Net loss for the year - - - (5,773) (5,773) Capital reduction - - - payment (140,322) (140,322) Balance at 28 7,385 87,668 - (28,751) 66,302 February 2011
2010 audited Share Share Foreign Total capital premium currency Accumulated translation profits/ reserve (losses)
R`000 R`000 R`000 R`000 R`000 Group Balance at 1 March 7,385 227,990 19,134 (7,033) 247,476 2009 Decrease in foreign - - (16,781) - (16,781) currency translation reserve Net profit for the - - - 13,595 13,595 year Dividend paid - - - (29,540) (29,540) Balance at 28 7,385 227,990 2,353 (22,978) 214,750 February 2010 6. Segmental results Consistent to prior year, no segmental information is provided as the group was in a winding down phase and no trading took place during the year. 7. Reconciliation of headline (loss)/earnings Audited Audited Group Group 2011 2010 R`000 R`000
(Loss)/profit for the (5,773) 13,595 year Exchange rate profit on unbundling of - (8,455) subsidiary Headline (loss)/earnings attributable to shareholders (5,773) 5,140 8. Net asset value per share Number of shares in issue (`000) 738 537 738 537 Net asset value per share (cents) 9.0 29,1 Net tangible asset value per share (cents) 9.0 29,1 9. Earnings per share Number of shares in issue (`000) 738 537 738 537 Headline (loss)/earnings per share (cents) (0.8) 1.8 Diluted headline (loss)/earnings per share (0.8) 1.8 (cents) Part B : Notes and directors` comments 1. Change in control In January 2011, m Cubed`s majority shareholder (PSG Group Ltd) received an offer from Trinity Asset Management to buy its entire 29% stake in the company. With the life insurance license being cancelled and the issues with the regulators settled, PSG decided to sell its stake in m Cubed. The Trinity Asset Management team appointed by the board has now taken over the responsibility of managing the affairs of the Group. Quinton George has been appointed CEO together with James Fitzpatrick as Executive Director and Stephen Black as Financial Director, and the board is excited with them driving the vision of building m Cubed as a reputable investment holding company. 2. Nature of business and prospects m Cubed historically owned a number of focused investment services businesses. The Group has largely unwound its operations with the primary objective of converting these assets to cash to unlock maximum value for shareholders. The Company is now changing its focus to that of investment holding company. Irrevocable support has been obtained from the majority of shareholders and we hope to soon provide all shareholders with further information. This will be done as soon as the relevant regulatory authorisations have been obtained and all the necessary resolutions can be tabled at a single shareholders meeting. The JSE has formally informed the Company that it is deemed to be a cash shell as defined in terms of the Listings Requirements and that the company have time until 30 September 2011 to make an announcement relating to the acquisition of viable assets as set out in section 4 of the Listings Requirements. Failure to do so may lead to termination of the Company`s listing by the JSE. Shareholders will be kept informed of the progress. 3. Review of operations The outstanding matters with the regulator, various disputes and legal cases in the group have been mostly resolved. The notable exceptions is m Cubed Life that has a few remaining legal disputes and m Cubed Specialised Lending that has outstanding balances with an offshore trust, pending a SARS legal dispute. During the year the amount due from the regulator has also been received in cash following implementation of the settlement agreement. All outstanding matters are dealt with in the annual report. 4. Events subsequent to year-end Subsequent to year-end the company entered into the following short term financing transactions to optimise return on available cash while further investment opportunities are being investigated: Transaction Amount Terms Transaction R7m 6 month financing arrangement at prime 1 plus 2% * Transaction R6.5m 9 month financing arrangement at prime 2 plus 4% * Transaction R10m 9 month financing arrangement at prime 3 plus 2%. Transaction R10.9m 2 month financing arrangement at 25% per 4 annum ** The board of directors is satisfied that all of the above financial arrangements have adequate security and underlying assets in place to preserve the capital invested. *Financing arrangements include options that if exercised will result in equity holdings in listed companies ** Financing arrangements include conversion options that if exercised will convert the debt into equity holdings. Subsequent to year-end the company`s subsidiary, m Cubed Specialised Lending, entered into the following transactions: Transaction Amount Terms Purchase of equities R8.2m Convergenet Holdings Ltd (JSE: CVN) Capital reduction by a subsidiary: During the year m Cubed Life, a 100% subsidiary, returned R50m capital to m Cubed Holdings through a share buy-back. Subsequent to year-end, another share buy-back was completed, thereby distributing a further R15m cash to m Cubed Holdings. Part C : Auditors` unqualified opinion The auditors, PricewaterhouseCoopers Inc., have issued an unqualified opinion on the Group`s financial statements for the year ended 28 February 2011. The report of the auditor is available for inspection at the company`s registered office. NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of m Cubed will be held at Block F, The Terraces, Steenberg Office Park, Tokai, Cape Town on 31 August 2011 at 12h00, to transact the business as stated in the notice of the Annual General Meeting, which is included as part of the Annual Report that will be distributed to shareholders on or before 30 June 2011. Stellenbosch 31 May 2011 Registered office: Afrasia House, Block F, The Terraces, 1 Silverwood close, Steenberg, Tokai Telephone 021 700 4880 Facsimile 021 702 2429 Transfer offices: Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg 2000 PO Box 61051, Marshalltown, 2107 Telephone: 011 370 5000, Facsimile: 011 370 5487 Directors: AM Louw* (Chairman), W Roux*, Q George (CEO), SJ Black (FD), J Fitzpatrick *Non-executive Auditors: PricewaterhouseCoopers Inc. Company secretary: Russell Turner Unit 24 Draper Square, Draper Street, Claremont, 7740 Telephone: 086 599 0077 Bankers: The Standard Bank of South Africa Limited Sponsors: PSG Capital (Pty) Limited Attorneys: Werksmans Inc. Date: 01/06/2011 08:17:00 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.

Share This Story