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SEP - Sephaku Holdings - Condensed Consolidated Interim Financial Results for

Release Date: 28/03/2012 13:19
Code(s): SEP
Wrap Text

SEP - Sephaku Holdings - Condensed Consolidated Interim Financial Results for the six months ended 31 December 2011 SEPHAKU HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2005/003306/06) Share code: SEP ISIN: ZAE000138459 ("Sephaku Holdings" or "the Company" or "the Group") CONDENSED CONSOLIDATED INTERIM FINANCIAL RESULTS for the six months ended 31 December 2011 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31 December 31 December 30 June 2011 2010 2011
Unaudited Unaudited Audited R`000 R`000 R`000 Assets Non-current assets 655 609 695 084 691 771 Current assets 26 046 76 796 38 773 Assets of disposal group held 158 197 20 000 21 164 for distribution to owners and non-current assets held for sale Total assets 839 852 791 880 751 708 Equity and liabilities Equity attributable to equity 764 992 774 134 746 784 holders of parent Non-current liabilities - - - Current liabilities 516 17 746 4 924 Liabilities of disposal group 74 344 - - held for distribution to owners Total equity and liabilities 839 852 791 880 751 708 Net asset value per share 445,30 446,65 441,13 (cents) Tangible net asset value per 445,30 434,03 406,16 share (cents) Ordinary shares in issue 171 790 732 165 892 298 169 290 732 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Twelve months Six months ended ended 31 December 31 December 30 June 2011 2010 2011
Unaudited Unaudited Audited R`000 R`000 R`000 Operating loss (6 876) (14 372) (37 277) Profit on dilution/disposal of - 409 998 409 998 interest in companies Investment revenue 64 562 1 163 Profit/(loss) from equity 8 347 (2 992) (8 859) accounted investments Finance costs - (605) (926) Profit before taxation 1 535 392 591 364 099 Taxation - (1 558) (1 558) Profit from continuing 1 535 391 033 362 541 operations Loss for the period from (7 135) (18 842) (18 842) discontinued operations (Loss)/profit for the period (5 600) 372 191 343 699 Other comprehensive 12 683 - (46 921) income/(loss) for the period Total comprehensive income for 7 083 372 191 296 778 the period (Loss)/profit attributable to: Equity holders of the parent (5 600) 372 191 343 699 Non-controlling interest - - - Total comprehensive income/(loss)attributable to: Equity holders of the parent 7 083 372 191 303 550 Non-controlling interest - - (6 772) Ordinary shares: - weighted average number of 170 377 689 156 280 785 161 305 112 shares - diluted weighted average 185 751 159 162 220 785 176 788 582 number of shares Attributable profit/(loss) per share: - basic earnings from 0,90 250,21 224,75 continuing operations (cents) - basic (loss)/earnings from (3,29) 238,16 213,07 total operations (cents) - diluted earnings from 0,83 241,05 205,07 continuing operations (cents) - diluted (loss)/earnings from (3,01) 229,43 194,41 total operations (cents) - headline loss (cents) (3,29) (24,18) (39,63) - diluted headline loss (3,01) (23,30) (36,16) (cents) Reconciliation of basic loss to diluted loss and headline loss: Basic (loss)/earnings and (5 600) 372 191 343 699 diluted (loss)/earnings from total operations attributable to equity holders of the parent Profit on sale of non-current - (409 998) (409 997) assets Impairments - 18 2 366 Headline loss attributable to (5 600) (37 789) (63 932) equity holders of the parent Reconciliation of weighted average number of shares: Basic weighted average number 170 377 689 156 280 785 161 305 112 of shares Diluted effect of share 15 373 470 5 940 000 15 483 470 options Diluted weighted average 185 751 159 162 220 785 176 788 582 number of shares CONDENSED CONSOLIDATED STATEMENTOF CASH FLOWS Twelve months
Six months ended ended 31 December 31 December 30 June 2011 2010 2011 Unaudited Unaudited Audited
R`000 R`000 R`000 Cash flows from operating (13 570) (10 017) (51 780) activities Cash flows from investing (18 091) (4 914) (3 927) activities Cash flows from financing 73 582 33 707 46 644 activities Total cash movement for the 41 921 18 776 (9 063) period Cash at beginning of the 5 835 14 898 14 898 period Cash at end of the period 47 756 33 674 5 835 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Total share Total Retained
capital reserves earnings R`000 R`000 R`000 Balance at 1 July 2010 - Audited 225 215 31 991 149 209 Total comprehensive income for - - 372 191 the period Issue of shares 35 829 - - Dilution of control in Sephaku - (27 466) - Cement (Pty) Limited Employees share option scheme 629 101 - Dividend paid - - (13 565) Balance at 1 January 2011 - 261 673 4 626 507 835 Unaudited Total comprehensive loss for the - (40 149) (28 492) period Issue of shares 11 225 - - Dilution of control in Sephaku 319 859 27 466 (319 859) Cement (Pty) Limited Employees share option scheme (629) 1 447 1 782 Balance at 30 June 2011 - Audited 592 128 (6 610) 161 266 Total comprehensive income/(loss) - 12 683 (5 600) for the period Issue of shares 9 000 - - Employees share option scheme - 2 091 34 Balance at 31 December 2011 - 601 128 8 164 155 700 Unaudited Attributable to equity Non- holders of controlling Total
the Group interests equity R`000 R`000 R`000 Balance at 1 July 2010 - Audited 406 415 71 674 478 089 Total comprehensive income for 372 191 - 372 191 the period Issue of shares 35 829 - 35 829 Dilution of control in Sephaku (27 466) (71 674) (99 140) Cement (Pty) Limited Employees share option scheme 730 - 730 Dividend paid (13 565) - (13 565) Balance at 1 January 2011 - 774 134 - 774 134 Unaudited Total comprehensive loss for the (68 641) (6 772) (75 413) period Issue of shares 11 225 - 11 225 Dilution of control in Sephaku 27 466 6 772 34 238 Cement (Pty) Limited Employees share option scheme 2 600 - 2 600 Balance at 30 June 2011 - Audited 746 784 - 746 784 Total comprehensive income/(loss) 7 083 - 7 083 for the period Issue of shares 9 000 - 9 000 Employees share option scheme 2 125 - 2 125 Balance at 31 December 2011 - 764 992 - 764 992 Unaudited NOTES TO THE INTERIM CONSOLIDATED FINANCIAL RESULTS Segment information As the only reportable segment is Sephaku Fluoride, no segment reporting has been presented. Basis of preparation The condensed consolidated interim financial statements for the six months ended 31 December 2011 ("interim reporting period") have been prepared in accordance with IAS 34: Interim Financial Reporting, as well as the AC 500 statements and interpretations, on a historical cost basis and conform to International Financial Reporting Standards ("IFRS"). The accounting policies adopted for the interim reporting period are consistent with those applied in the annual financial statements for the Group for the year ended 30 June 2011. The interim announcement has been prepared in accordance with the disclosure requirements of the JSE Limited Listings Requirements and the Companies Act of South Africa. The preparation of the financial statements have been supervised by NR Crafford- Lazarus, CA(SA). The financial information on which these interim reporting period results are based, has not been reviewed or reported on by Sephaku Holdings` auditors. Statement on going concern The financial statements for the interim reporting period have been prepared on the going-concern basis as the directors have every reason to believe that the Company has adequate resources in place to continue in operation for the foreseeable future. Significant events and transactions Restructuring: The Group has restructured after the interim reporting period in order to represent a more defined and focused investment opportunity to the market. Sephaku Holdings has distributed all of the shares that it holds in Sephaku Fluoride to its shareholders as a dividend in specie on 26 March 2012. The Sephaku Fluoride distribution has resulted in the creation of two separate entities: Sephaku Fluoride, which will focus on fluorspar assets, and Sephaku Holdings, which will focus on the acquisition, exploration and development of various mineral interests, with a particular current focus on the development of limestone-related assets. Subsequent to the restructuring, Sephaku Holdings will retain its 36% interest in Sephaku Cement which is recognised as an equity accounted investment in an associate. The impact of the restructuring on the interim period results is the recognition of the Sephaku Fluoride Group`s assets and liabilities as held for distribution to owners. The total loss for the Fluoride Group for the interim reporting period is included in the Statement of Comprehensive Income as a R7 million loss from discontinued operations. Events subsequent to 31 December 2011: Prior to the implementation of the Sephaku Fluoride distribution, and in terms of the Sephaku Fluoride subscription agreement, Sephaku Holdings has subscribed for an additional 177 064 202 Sephaku Fluoride shares, of which 5 373 470 Sephaku Fluoride shares were transferred to a trust to be held for the benefit of the holders of certain vested options over Sephaku Holdings shares, which options were issued in terms of a share scheme prior to the listing. Shareholder approval was obtained on 7 March 2012 for the distribution of all the remaining Sephaku Fluoride shares held by Sephaku Holdings to Sephaku Holdings shareholders by way of a dividend in specie, as a pro rata payment to shareholders, in the ratio of 1 Sephaku Fluoride share, valued at R0,59 per share, for every 1 Sephaku Holdings share held on the Sephaku Fluoride distribution record date. Changes to the board Subsequent to the interim reporting period and the unbundling of Sephaku Fluoride, the Company will replace Dr Lelau Mohuba as Chairman with an Independent Non-Executive Chairman, appoint Dr Lelau Mohuba as Chief Executive Officer and appoint Mr Neil Crafford-Lazarus as the Financial Director of the Company. On behalf of the board Neil Crafford-Lazarus Lelau Mohuba CEO Chairman Pretoria 28 March 2012 Company information: Directors L Mohuba (Chairman) NR Crafford-Lazarus* (Chief Executive Officer) RR Matjiu* CR de Bruin MG Mahlare GS Mahlati MM Ngoasheng PF Fourie J Bennette# D Twist# JW Wessels# *Executive #Alternate Company secretary Cross Company Management (Pty) Limited Registered office 1st Floor, Hennops House Riverside Office Park 1303 Heuwel Avenue Centurion, 0157 Transfer secretaries Computershare Investor Services (Proprietary) Limited 70 Marshall Street Johannesburg, 2001 Sponsor QuestCo (Pty) Ltd www.sephakuholdings.co.za Date: 28/03/2012 13:19:01 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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