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CPN - Capricorn Investment Holdings Limited - Reviewed results for the six- months ended 31 August 2011 CAPRICORN INVESTMENT HOLDINGS LIMITED (formerly Cenmag Holdings Limited) (Registration Number 1987/004821/06) ("Capricorn" or "the company") Share code: CPN ISIN: ZAE000149951 REVIEWED RESULTS FOR THE SIX-MONTHS ENDED 31 AUGUST 2011 CONDENSED STATEMENT OF FINANCIAL POSITION Reviewed Unaudited Audited Company Group Company 31-Aug-11 31-Aug-10 28-Feb-
11 ASSETS R`000 R`000 R`000 Non-current assets 10 7 442 15 Fixed assets - 7 175 - Deferred tax 10 267 15 Current assets 5 778 13 641 5 751 Total assets 5 788 21 083 5 766
EQUITY AND LIABILITIES Share Capital and reserves 5 678 17 276 5 638 Non-controlling interest - 496 - Interest-free liabilities - 3 311 128 Current liabilities 110 3 311 128 Total equity and liabilities 5 788 21 083 5 766 Number of shares in issue 59 886 96 000 59 886 (000`s)* Net asset value per share information Net asset value per share 9.48 18.51 9.41 (cents) Net tangible asset value per 9.48 18.51 9.41 share (cents) * The authorised and issue share capital of the company was sub-divided on the basis of 10:1 on 15 November 2010. CONDENSED STATEMENT OF COMPREHENSIVE INCOME Reviewed Unaudited Audited Company Group Company
31-Aug-11 31-Aug-10 28-Feb-11 R`000 R`000 R`000 Gross revenue - 20 062 - Cost of sales - (13 678) - Gross profit - 6 384 - Operating costs (100) (4 773) (1 097) Depreciation - (232) - Operating (loss)/profit (100) 1 379 (1 097) Finance income 118 132 45 Gain/(Loss) on sale of investments 9 - (1 081) in subsidiary companies Dividends received - - 6 730 Profit before tax 26 1 511 4 597 Taxation 14 (519) (31) Profit after tax 40 992 4 566 Non-controlling interest - 14 - Profit attributable to 40 978 4 566 shareholders of the company Headline earnings 31 978 5 647 Earnings per share information Number of shares in issue (000`s)* 59 886 96 000 85 611 Attributable earnings per share 0.07 1.02 5.33 (cents) Headline earnings per share 0.05 1.02 6.60 (cents) * The authorised and issue share capital of the company was sub-divided on the basis of 10:1 on 15 November 2010. CONDENSED STATEMENT OF CASH FLOWS Group Group Company Reviewed Unaudited Audited
6 Months 6 Months Year ended ended ended 31-Aug-11 31-Aug-10 28-Feb-11 R`000 R`000 R`000
Cash flows from operating 10 103 4 321 activities Cash flows from investing 9 - - activities Net increase in cash and cash 19 103 4 321 equivalents Cash at beginning of period 5 751 8 266 1 430 Cash at the end of period 5 770 8 369 5 751 CONDENSED STATEMENT OF CHANGES IN EQUITY - COMPANY Share Share Retained Total capital premium income
R`000 R`000 R`000 R`000 Balance at 1 March 2010 96 7 581 (2 511) 5 166 Net profit for the year - - 4 566 4 566 Share repurchase (34) (4 060) - (4 094) Balance at 1 March 2011 62 3 521 2 055 5 638 Net profit for the period - - 40 40 Balance at 31 August 2011 62 3 521 2 095 5 678 SEGMENTAL REPORTING Reviewed Unaudited Audited Company Group Company 31 August 31 August 2010 28 February 2011 2011
Revenue Manufacturing and service - 10 107 - Wholesaling - 9 955 - Total - 20 062 - Profit from operating activities Manufacturing and service - 1 192 - Wholesaling - 186 Total - 1 378 -
RECONCILIATION OF HEADLINE EARNINGS Profit attributable to 40 978 4 566 shareholders of the company Adjustments for: (Gain)/Loss on sale of (9) - 1 081 investments in subsidiary companies Headline earnings 31 978 5 647 COMMENTARY RESULTS The board of directors presents the reviewed results of the company for the six- month period ended 31 August 2011 in accordance with IAS 34: Interim Financial Reporting. The company was previously an investment holding company and its subsidiary companies were engaged in the manufacture and servicing of electromagnets and motor rewinding and the wholesaling of electrical and related equipment, which subsidiary companies were disposed during 2010. Accordingly, the company became a cash shell with effect from 20 December 2010 and no longer has any subsidiary companies. Therefore, company results are presented at 31 August 2011 and 28 February 2011 as opposed to group results for the six-month period ended 31 August 2010. ACCOUNTING POLICIES The interim financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting in accordance with the accounting policies that comply with International Financial Reporting Standards and in the manner required by the Companies Act (71 of 2008) and the Listing Requirements of the JSE Limited (the "JSE Listings Requirements"). The principle accounting policies adopted in preparation of these financial statements are consistent with those of the prior period. The results have been reviewed by the external auditor, Horwath Leveton Boner. Their review opinion was not modified and is available for inspection at the company`s registered office. BUSINESS OVERVIEW Given that the Capricorn`s subsidiary companies were sold in the prior period and the company is a cash shell in terms of the JSE Listings Requirements, no revenue was generated nor growth experienced during this interim period. Headline earnings decreased significantly due to the inactivity of the company during the period. SUBSEQUENT EVENTS AND FUTURE PROSPECTS As announced on 15 December 2011 and detailed in the results announcement on 28 December 2011, shareholders were advised of the proposed acquisition of Western Utilities Corporation (Proprietary) Limited ("WUC"), a wholly-owned subsidiary of Water Utilities Limited, which in turn is a wholly owned subsidiary of Watermark Global Plc (together "Watermark") for a purchase consideration of GBP4.50 million which consideration is payable partly in shares and partly with cash. WUC has procured a water treatment technology and commercialisation entity which has developed a Long Term Self Sustainable Solution for Acid Mine Drainage ("AMD") in South Africa. WUC has also developed proprietary technology in respect of a coal briquetting project ("Briquetting Project"). The Briquetting Project is currently in the development stage of its lifecycle but is expected to be in production within 12 months. Off-take agreements are already in place in order to secure the income streams of the Coal Briquetting project. As previously announced, a circular to Capricorn shareholders including all the details of the proposed acquisition, waiver of mandatory offer and revised listing particulars will be posted in due course. SHARE CAPITAL During the period under review no new shares were issued or repurchased. The authorised share capital of the company consists of 1 000 000 000 ordinary shares while the issued share capital of the company consists of 59 886 020 ordinary shares. DIRECTORS During the period under review, Mr C Pettit was appointed to the board as an independent non-executive director. His appointment took effect on 19 July 2011. Pursuant to the negotiations with WUC, his role has changed to that of a non-executive director. DIVIDENDS No dividends were recommended or declared for the interim period. ACQUISITIONS AND DISPOSALS Other than as disclosed under subsequent events above, there were no acquisitions or disposals during the six months under review. For and on behalf of the board 6 February 2012 Johannesburg B McQueen Prepared by: J Herbst Directors: B McQueen* (Chairman), J Herbst (Chief Executive Officer), S Tredoux (Financial Director), K Jarvis*, E GreenblattN, C PettitN (*Independent Non- Executives, NNon-executive) Company Secretary: Arcay Client Support (Proprietary) Limited Registered Office: Number 3, Anerley Road, Parktown, Johannesburg Transfer Secretaries: Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Marshalltown 2001, PO Box 61051, Marshalltown 2107 Auditors:Horwath Leveton Boner Sponsor: Arcay Moela Sponsors (Proprietary) Limited Date: 06/02/2012 17:45:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. 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