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FGL - Finbond Group Limited - Audited results for the 12 months ended 29

Release Date: 24/05/2012 15:49
Code(s): FGL
Wrap Text

FGL - Finbond Group Limited - Audited results for the 12 months ended 29 February 2012 FINBOND GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2001/015761/06) Share code: "FGL" ISIN: ZAE00013895 ("Finbond" or "the Company" or "the Group") AUDITED RESULTS FOR THE 12 MONTHS ENDED 29 FEBRUARY 2012 STATEMENT OF COMPREHENSIVE INCOME Figures in rand 2012 2011 Interest income 47 382 983 58 427 288 Interest expense (16 801 690) (15 949 026) Net interest income/ margin 30 581 294 42 478 262 Fee income 92 305 545 96 150 062 Other microfinance income 30 707 775 21 661 411 Fair value adjustments 22 435 160 22 586 Net commission income (39 127) 1 381 319 Net impairment charge on loans and (23 719 091) (23 461 057) advances Operating expenses (127 042 (145 327 085) 430) Operating profit/(loss) 28 229 125 (7 094 503) Impairment of goodwill and - (19 444 029) intangibles Loss on sale of subsidiary - (115 697) Gain on a bargain purchase - 167 383 Profit/ (loss) before taxation 28 229 125 (26 486 845) Taxation (14 805 247) 6 143 136 Profit/ (loss) for the period 13 423 878 (20 343 709) Other comprehensive income net of - - taxation Foreign currency translation - - differences for foreign operations Total comprehensive income/ (loss) 13 423 878 (20 343 709) for the period Owners of the company 13 552 177 (20 020 806) Non controlling interest (128 298) (322 903) Profit/ (loss) for the period attributable to: Owners of the company 13 552 177 (20 020 806) Non controlling interest (128 298) (322 903)
Basic earnings/ (loss) per share 3.5 (5.6) (cents) Diluted earnings/ (loss) earnings per 3.5 (5.6) share (cents) RECONCILIATION OF HEADLINE LOSS PER SHARE Figures in rand 2012 2011 Net profit/ (loss) 13 552 177 (20 020 attributable to ordinary 806) equity holders of the parent Adjusted for: Gain on a bargain - (143 949) purchase Loss on sale of - subsidiary (99 499) Loss/ (profit) on (131 774) disposal of property, (46 841) plant and equipment Intangible - impairment 13 999 701 Re-measurement of - items of a capital (18 223 117) nature Fair value (22 435 160) - adjustment of investment properties included in basic earnings Tax effect on re- 4 212 043 - measurement of items of a capital nature Headline loss (4 802 714) (6 311 395) Less changes in tax 7 726 426 - rate: effect on opening deferred tax balances related to previously recorded fair value gains Normalised Headline 2 923 712 (6 311 395) earnings Normalised Headline 0.8 (1.8) earnings per share (cents) Headline loss per (1.3) (1.8) share (cents) Diluted normalised 0.8 (1.8) headline earnings per share (cents) Diluted headline loss (1.3) (1.8) per share (cents) STATEMENT OF FINANCIAL POSITION Figures in rand 2012 2011 Assets Cash and cash equivalents 53 232 36 938 659 202 Other financial assets 8 607 6 292 373 302 Loans and advances 89 548 95 720 617 902 Other receivables 10 009 9 669 544 248 Property, plant and 19 058 22 540 equipment 249 764 Investment property 229 620 000 207 000 000 Goodwill 61 262 61 262 303 303
Deferred tax 5 783 928 4 632 372 Total Assets 77 122 673 444 056 093 Equity and liabilities Equity Share capital and premium 201 775 944 201 793 187 Reserves 7 022 7 439 371 436
Accumulated profit/ (loss) 38 839 26 303 975 854 Equity attributable to 247 638 290 235 536 477 owners of the Company Non-controlling interest (570 054) (441 756) Total equity 247 068 235 235 094 721 Liabilities Trade and other payables 12 911 15 412 381 126 Current tax payable 3 053 2 580 422 031 Finance lease obligation 2 702 4 629 079 418 Other financial liabilities 174 441 821 170 427 271 Loans from shareholders/ 20 000 8 055 group companies 000 299 Deferred tax 16 945 7 857 735 227 Total liabilities 230 054 438 208 961 372 Total equity and 477 122 673 444 056 093 liabilities STATEMENT OF CHANGES IN EQUITY Figures in Rand Share Share premium Treasury Total Share Capital shares Capital
Balance at 1 March 211 274 (9 566 201 708 334 2010 382 200 248) Loss for the period - - -
Other comprehensive income - - - - Total comprehensive loss for the period - - - - Contributions by and distributions - to owners: Own shares - 265 026 transferred based - 265 026 on contingent consideration Share based payment transactions - - - - Transfer to contingency reserve - - - - Own shares (180 173) purchased - - (180 173) Disposal of - - - - interest in subsidiary Derecognition of - - - - non controlling interest Transaction with - - - - Joint Venture, recorded directly in equity Total transactions - - 84 853 with owners 84 853 Balance at 1 March 211 274 (9 481 201 793 187 2011 382 200 395) Profit for the - period - - - Other comprehensive income - - - - Total comprehensive loss for the period - - - - Contributions by and distributions to owners: Share based payment transactions - - - - Transfer to contingency reserve - - - - Costs associated - (17 243) - (17 243) with Rights Issue Total transactions with owners - (17 243) - (17 243) Balance at 29 211 256 201 775 944 February 2012 382 956 (9 481 395)
STATEMENT OF CHANGES IN EQUITY (continued) Figures in Rand Reserves Foreign Accumulated currency profit/ (loss)
translation reserve Group Balance at 1 March 45 738 138 2010 5 001 750 2 532 Loss for the period (20 020 - - 806)
Other comprehensive - income - (2 532) Total comprehensive - (20 020 loss for the period (2 532) 806) Contributions by and distributions to owners: Own shares transferred - - - based on contingent consideration Share based payment transactions 1 660 448 - - Transfer to contingency reserve 777 238 - (777 238) Own shares purchased - - -
Disposal of interest - - 128 053 in subsidiary Derecognition of non - - 386 798 controlling interest Transaction with Joint - - 848 910 Venture, recorded directly in equity Total transactions 2 437 686 586 522 with owners - Balance at 1 March 26 303 2011 7 439 436 - 854 Profit for the period 13 552 177 - - Other comprehensive - - income - Total comprehensive - - 13 552 177 profit for the period Contributions by and distributions to - owners: Share based payment (1 432 120) transactions - - Transfer to (1 016 055) contingency reserve 1 016 055 - Costs associated with - - - Rights Issue Total transactions (416 055) (1 016 055) with owners - Balance at 29 February - 38 839 2012 7 022 371 976 STATEMENT OF CHANGES IN EQUITY (continued) Figures in Rand Total Non controlling Total Attributable to interest equity equity holders of the company
Group Balance at 1 March 252 450 142 455 252 593 209 2010 753 Loss for the period (20 020 806) (20 343 (322 903) 709) Other comprehensive income (2 532) - (2 532) Total comprehensive (20 023 (20 346 loss for the period 338) (322 903) 241) Contributions by and distributions to owners: Own shares 265 026 265 026 transferred based - on contingent consideration Share based payment 1 660 448 transactions - 1 660 448 Transfer to contingency reserve - - - Own shares (180 173) (180 173) purchased - Disposal of 128 053 (104 322) 23 731 interest in subsidiary Derecognition of 386 798 (156 985) 229 812 non controlling interest Transaction with 848 910 - 848 910 Joint Venture, recorded directly in equity Total transactions 3 109 061 (261 307) (2 847 754) with owners Balance at 1 March 235 536 (441 2011 477 756) 235 094 721 Profit for the 13 552 177 (128 298) 13 423 878 period Other comprehensive - - income - Total comprehensive 13 552 177 (128 298) 13 423 878 profit for the period Contributions by and distributions to owners: Share based payment (1 433 120) transactions - (1 433 120) Transfer to contingency reserve - - - Costs associated (17 243) - (17 243) with Rights Issue Total transactions (1 450 364) - (1 450 364) with owners Balance at 29 247 638 (570 054) 247 068 235 February 2012 289 STATEMENT OF CASH FLOW Figures in rand 2012 2011 Cash flows from operating activities Cash receipts from customers 143 238 735 144 492 513 Cash paid to suppliers and employees (85 221 785) (103 852 613) Cash generated by operating 58 016 950 40 639 900 activities Increase in net loans and advances (31 019 869) (33 985 158) Interest paid (15 545 062) (15 029 746) Interest received on cash and cash 1 356 862 2 007 976 equivalents Taxation paid (6 396 638) (7 763 318) Net cash inflow/(outflow) from 6 412 243 (14 130 346) operating activities Cash flows from investing activities Property, plant and equipment (3 450 801) (7 027 972) acquired Proceeds on disposals of property, 1 257 330 596 115 plant and equipment Investment properties acquired - - Dividends received - - Increase in loans from /(to) group 11 944 701 (5 417 982) companies Increase in financial assets (2 315 071) (634 299) Expenditure to maintain and expand 7 436 158 (12 484 138) operating capacity Business combinations and - 134 147 divisionalisation Expenditure for expansion - 134 147 Net cash from / (used in) investing 7 436 158 (12 349 990) activities Cash flows from financing activities Repurchase of own shares held as - (63 168) treasury shares Finance lease payments (1 927 339) (1 112 161) Funding/ other financial liabilities 42 000 000 67 654 835 raised Funding/ other financial liabilities (37 609 360) (61 747 206) (repaid) Share premium expenses (17 244) - Net cash from financing activities 2 446 057 4 732 300 Increase/(Decrease) in cash and cash 16 294 458 (21 748 036) equivalents Cash and cash equivalents at 36 938 202 58 686 238 beginning of period Cash and cash equivalents at end of 53 232 659 36 938 202 the period SEGMENTAL REPORT 2012 Group Micro Property Mortgage Figures in Finance Investmen Originati Reconcili Consolidat rand t on ng ed Interest 46 831 revenue 260 - 88 813 462 910 47 382 983 Interest (14 917 (375 847) (1 508 (16 801 expense 704) - 139) 690) Net (375 847) (1 045 interest 31 913 88 813 228) 30 581 294 revenue 556 Fee income 92 305 - - - 92 305 545
545 Net commission (899 409) - 886 456 (26 174) (39 127) income Other microfinan 20 183 - - 13 524 33 707 775 ce income 457 318 Fair value 22 431 adjustment - 842 - 3 318 22 435 160 Net impairment (23 719 (23 719 charge on 091) - - - 091) loans and advances Depreciati (5 037 - - - (5 037 on 717) 717) Operating (125 270 (855 224) (457 499) (4 578 (122 004 expenses 320) 330) 713) Operating 21 200 17 034 28 229 125 (loss)/ (10 523 771 517 770 564 profit 979) Net impairment - - charge on - - - intangibles Loss on - - sale of - - - subsidiary Gain on a bargain - - - - - purchase (Loss)/ 21 200 17 034 28 229 125 profit (10 523 771 517 770 564 before 979) taxation Taxation (6 771 - (171 950) (7 862 (14 805 097) 200) 247) (Loss)/ 21 200 9 172 364 13 423 878 profit (17 295 771 345 820 for the 076) year 129% -158% -3% -68% -100%
Attributab le to: Equity 21 200 345 820 9 172 364 13 552 177 holders of (17 166 771 the parent 778) Non- (128 298) (128 298) controllin - - - g interest Segment 198 862 471 338 assets 745 229 620 3 651 882 39 204 745 000 117 Investment property - 229 620 - - 229 620 000 000
Loans and advances 89 548 - - - 89 548 616 616 Cash & 53 cash 25 260 - 908 269 27 064 232 659 equivalent 249 141 s
- Segment 224 270 liabilitie 204 132 - (225 939) 20 363 509 s 893 556 2011 Group Micro Property Mortgage Figures in Finance Investmen Originati Reconcili Consolidat rand t on ng ed Interest revenue 56 956 - 51 985 1 419 036 58 427 288 267 Interest (12 673 (45 922) (3 230 (15 949 expense 035) - 069) 026) Net (45 922) (1 811 interest 44 283 51 985 033) 42 478 262 revenue 232 Fee income 96 150 - - - 96 150 062 062 Net commission - - 1 312 513 68 806 1 381 319 income Other microfinan 21 661 - - - 21 661 411 ce income 411 Fair value adjustment 22 586 - - 22 586 Net impairment (23 461 (23 461 charge on 057) - - - 057) loans and advances Operating (130 983 (855 953) (416 429) (13 071 (145 327 expenses 651) 052) 085) Operating (901 876) (14 813 (7 094 (loss)/ 7 672 583 948 069 278) 503) profit Net impairment (19 444 (19 444 charge on - - - 029) 029) intangibles Loss on (115 697) (115 697) sale of - - - subsidiary Gain on a - - bargain - 167 383 167 383 purchase (Loss)/ (901 876) (34 205 (26 486 profit 7 672 583 948 069 621) 845) before taxation Taxation (230 840) 101 382 - 6 272 594 6 143 136 (Loss)/ (901 876) (27 933 (20 343 profit 7 773 965 717 229 027) 709) for the year 38% -4% 4% -137% -100%
Attributab le to: Equity (901 876) 717 229 (27 933 (20 020 holders of 8 096 868 027) 806) the parent Non- (322 903) (322 903) controllin - - - g interest Segment assets 203 601 207 000 3 900 112 24 922 439 423 245 000 364 721
Investment property - 207 000 - - 207 000 000 000 Loans and advances 95 720 - - - 95 720 902 902 Cash & cash 24 662 - 1 012 308 11 263 36 938 202 equivalent 140 754 s -
Segment liabilitie 185 885 - 898 194 17 545 204 329 s 621 185 000 The Group is primarily a financial services provider with significant business interests in the microfinance environment. The Group is organised into three major operating divisions, namely: microfinance, property investment and mortgage origination. These divisions are the basis on which the Group reports its segment information for internal purposes. The Group`s operating divisions all operate in South Africa. Normalised headline earnings per share is headline earnings adjusted for the impact of changes in tax rates relating to investment properties. Headline earnings are not affected by fair value adjustments to investment properties, however effects of changes in tax rates are included in headline earnings in terms of SAICA`s circular 3/2009 "Headline Earnings", regardless of whether or not such tax effects are directly related to trading/operating activities. This charge is included in the headline earnings per share calculation, but not included in normalised headline earnings per share. BASIS OF PREPARATION These Finbond Group Limited ("the Group") financial results for the year ended 29 February 2012 constitute a summary (prepared in accordance with the JSE Listing Requirements, the South African Companies Act (Act 71 of 2008) as amended, and the recognition and measurement requirements of International Financial Reporting Standards and the presentation and disclosure requirements of International Accounting Standard 34 and the AC 500 interpretation as issued by the Accounting Profession Council of SAICA) of the Group`s audited financial statements. These summarized consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 29 February 2012. The accounting policies applied by the Group in these summarized consolidated financial statements are consistent with those applied in the previous year. Audit opinion This announcement has been audited by the Company`s auditors, KPMG Inc., who have expressed an unmodified opinion which is available for inspection at the Company`s registered office. Annual report The Company`s annual report, together with a notice convening the annual general meeting, will be mailed to Finbond shareholders before the end of May 2012, at which time an announcement incorporating details of the annual general meeting will be published on SENS. Executive Overview Against the backdrop of a challenging operating environment, the continued worldwide debt crisis and severe retreat in global market liquidity, the directors are pleased to present the financial results of the Finbond Group for the twelve months ended 29 February 2012. During the twelve months under review, Finbond made further progress despite continued challenging market conditions and an adverse fundraising environment. This period included a number of achievements and significant developments for Finbond: * Operating profit from continuing operations: R 28.2 million (500% improvement) * Profit for the period attributable to owners of the company: R 13.6 (168% improvement) * Earnings before interest, taxation, depreciation and amortization (EBITDA): R50,1 million(1014% improvement) * Revenue from continuing operations: R 197 million(10% improvement * Basic earnings per share: 3,5c (improvement of 164%) * Normalised headline earnings per share: 0,8c (improvement of 144%) * Value of loans advanced- R 378,6 million * Cash received from customers R 536,3 million * Net tangible asset value - R186 million (7% improvement); * Operating expenses reduced from R 145,3 million (Feb 2011) to R 127,0 million (Feb 2012), a saving of R 18,3 million (12.6%) * Received a BB flat Unsecured Credit Rating and BBB- Secured Credit Rating (using the debtors book as security) from Global Credit Ratings. The Group continues to manage for the longer term and to invest in people, training, information technology and systems, as well as in enhanced collection strategies and systems, in order to build a sustainable, professional business. We continue to believe that our strategy will allow us to reap the rewards in the medium and long term. Micro Finance Finbond Micro Finance is a leading Southern African micro-finance institution (MFI) that specializes in the design and delivery of unique value and solution based ethical finance solutions tailored around borrower requirements rather than institutionalized lending policies. Finbond focuses on assisting its clients to gain access to finance and credit solutions. Finbond target`s the poor, unbanked and underserved market of more than 40% of the adult population in South Africa actively seeking financial services but remaining largely unattended and underserviced due to the traditional bank`s focus on higher income brackets. Finbond operates through 166 branches in South-Africa of which 46 are located in Gauteng, 44 in Kwazulu Natal, 48 in the Western and Eastern Cape and 28 in the Free State and North West. Finbond has 460 employees and provides micro finance loans to its clients, who typically fall into the LSM 1-7 category. Finbond`s overarching strategy is to be "The best cash disbursing micro finance company in South Africa selling short term micro finance products putting immediate cash in customers pockets" Finbond offers micro loans from R 100 - R 7,000 with an average loan size of R 1,424 and an average tenure of about 2.1 months. Given the short term nature of Finbond`s products, Finbond`s loan portfolio is very cash flow generative. The whole loan portfolio turns 5,5 times a year. For the twelve months ended February 2012 Finbond granted R 378,6 million worth of loans and received cash payments of R 536,3m from customers. Finbond`s Net Impairment as a percentage of expected instalments amounted to 5.6% and Net Impairment as a percentage of cash received (which is more conservative than instalments due) stood at 6% at the end of February 2012. The best measurement of arrears and impairments on the short term products is against instalments due and not outstanding balances, because a large part of a short term loan is repaid before month-end/year-end and is therefore not reflected on the balance sheet. Computations based on the outstanding balance therefore distort this ratio on short term products. Loan loss reserve, also referred to as the risk coverage ratio (Loan loss reserves (impairment provision)/ PaR90) remains conservative at 88.2% (2011: 94.5%), which is an indication of a microfinance institution`s ability to cope with estimated loan losses. Finbond`s gross debtors book remains geared at less than one and half times, well below industry average. Finbond`s liquidity position at the end of February 2012 reflects R 53,2 million cash in bank (2011: 36,9 million). Although the aforementioned liquidity position seems favourable relative to Finbond`s operations and book size, Finbond is not immune to the funding and refinancing risks that the Microfinance market is currently experiencing. As a non-deposit taking MFI, dependent on development funding from International Development Funders and wholesale funding from International Banks, Finbond is particularly vulnerable to funding and refinancing risks in the current environment. During the period under review Finbond was unable to completely refinance existing funding lines, which placed the business under liquidity pressure in the first half of the financial year, given the capital repayments made to existing funders in order to meet maturing debt obligations. In order to meet these maturing debt obligations, Finbond shifted the debtor`s book into shorter term loans in order to release cash from the book. Finbond`s loan portfolio is very cash flow generative given the short term nature of our book, which is a big positive in the current environment, providing an important source of internally generated liquidity. Following the rating of Finbond by Global Credit Ratings, and their decision to assign a BB flat unsecured rating and a BBB- secured rating (using the debtors book as security) to Finbond Group Limited, Finbond raised R40million from the South African debt capital markets in December 2012 thereby refinancing a portion of existing maturing debt and raising additional funds for debtors book growth. In addition to this Finbond raised R 20m in equity from shareholders through a rights offer. In terms of the rights offer, 200,000,000 new Finbond ordinary shares of 0.0001 cents each in the authorized, but unissued share capital of Finbond, was offered for subscription to Finbond shareholders who received the right to subscribe for the rights offer shares on the basis of 52 rights offer shares for every 100 Finbond ordinary shares held, at a subscription price of 10 cents per rights offer share. Finbond two largest shareholders, Kings Reign and Net 1 irrevocably undertook to follow their rights and underwrote the balance of the rights offer in full. The process has been finalised early in March 2012. Due to shifting the book to the shorter terms, total segment revenue from Finbond`s Micro Finance activities, made up of interest, fee and insurance income (portfolio yield) declined 9% to R159,3 million (2011: R174 million). Over the past 12 months Finbond continued to improve on and apply strict upfront credit scoring criteria by implementing full Codix Credit Scores on all loan products in 1 March 2011. The scores on the various products are monitored on a monthly basis and adjusted upwards or downwards. This upfront credit scoring is supported by robust collection strategies and processes to achieve improved default rates going forward. 100% of Finbond`s book is collected by way of advance debit orders on the Nupay system. Subject to obtaining the required funding, Finbond is well positioned for the implementation of its growth plans in the micro finance market in South Africa. Mortgage Origination For the period under review Mortgage Origination contributed less than 1% to Finbond`s revenue. All of Finbond`s mortgage origination activities have been outsourced and Finbond now mainly focuses on Micro Finance business. Effective 1 March 2011, Finbond received 0,01% commission on all transactions originated through its origination channels without having to spend any management time, physical expense or effort on the various channels. Property Investments Two Independent valuations by professional valuers registered with the South African Institute of Valuers were again obtained as at 29 February 2012, as required by IAS 40. The Independent Valuations revalued Finbond`s property portfolio at R229,6 million (2011: R 207m). The R229 million of development properties on Finbond`s Balance sheet are held as passive long term investments. There is no intention to develop the properties rather to realize a profit over the medium to long term and to invest the cash realized into the Micro Finance Business. Some of the Investment Property is currently used as security to fund the micro finance operations. General Overview During the past twelve months, Finbond continued the improvement and refinement of management structures, management information, upfront credit scoring, pay date management and collection strategies in support of the branch distribution network. Finbond also continued to invest resources in building the Finbond Micro Finance brand and a unified culture through: Finbond branded clothing for personnel, marketing material, revamping of branches, branch infrastructure spend and training of personnel and customers. The result of these initiatives will take time to become visible in the bottom line performance of the Company; however these improvements have already started to show their worth in respect of the quality of management information systems, standardized operating procedures and internal control across the Group. Strategic initiatives under way include: * Establishing a Mutual Bank namely Finbond Mutual Bank in terms of the Mutual Banks Act after receiving the necessary approval from the South African Reserve Bank on 21 May 2012 in order to provide Finbond clients with full range of low cost banking services through existing branch infrastructure * Further diversification of funding base * Increased sale of short term products, specifically 30 day and 90 day loans. * Conservative expansion of branch network in high growth areas Challenging Business Environment The financial performance of Non- Bank Micro Finance Institutions in general is coming under increased pressure due to higher funding costs, an adverse fundraising environment, higher impairment charges, stagnant loan portfolio growth and funding and refinancing risks due to current market conditions. In addition, funding from International Financial Institutions ("IFI`s") and Development Financial Institutions ("DFI`s) is also reaching its limits due to counterparty or country exposure limits. European IFI`s (Banks) are also deleveraging as they work towards higher core capital requirements which could have a further negative impact on cross border financing. The fact that many non-bank MFI`s worldwide are experiencing extreme liquidity constraints also contributes negatively to a very difficult fund raising environment. Funding constraints will have an adverse impact on many MFI`s and will contribute to increased levels of refinancing risks, particularly for non-deposit taking MFI`s dependent on international funding. There remain numerous challenges for Finbond in the short and medium term, not only in respect of the prevailing difficult fund raising environment and general market conditions, but also relating to the ongoing process of improving the overall effectiveness of the Company to enable it to compete aggressively with its larger, better capitalized and funded peers. Despite the various challenges facing Finbond in the current business environment we remain committed to the Group`s principle objective of maximizing shareholder value. Our major challenge remains to secure significant long term funding in order to grow our micro finance book. Finbond has built a sound platform and strategic base from which to grow its Micro Finance operations in South-Africa over the past two and a half years, but now needs to obtain the necessary funding to leverage from this platform and reach the Group`s full potential. The focus for the year ahead will be on accessing long term funding, stricter lending criteria, decreasing arrears rates, optimal capital utilization, further reducing operational cost, further improving collections, tighter liquidity management, further profitability and improved operational efficiency. Prospects The challenging macro-economic environment as well as the adverse market conditions in the markets within which Finbond operates, are not expected to abate in the short and medium term. Although the Group is confident that we have the required resources and depth in management to successfully confront the various significant challenges facing Finbond, market conditions in general and specifically higher impairment charges, higher cost of funding, refinancing risks, liquidity risk and the lack of availability of funding could have a negative impact on the performance of the Group in the year ahead. Dividend It is the Group`s policy to consider the declaration of a dividend annually. Given the current economic climate and the need to protect the Group`s balance sheet the Board of Directors have decided not to declare a dividend for the year ended 29 February 2012. For and on behalf of the Board Dr. Malesela Motlatla Dr. Willie van Aardt 24 May 2012 -------------------------------------------------------------------- Directors Chairman:Dr MDC Motlatla* (BA, DCom (Unisa)); Chief Executive Officer:Dr W van Aardt (BProc (Cum Laude), LLM (UP), LLD (PU CHE) Admitted Attorney of The High Court of South Africa, QLTT (England and Wales), Solicitor of the Supreme Court of England and Wales); Chief Compliance Officer:HJ Wilken-Jonker (BComHons (Unisa)); Chief Financial Officer: GT Sayers (CA (SA), BCom (Hons) (UNP), BCompt (Hons) (Unisa)); DC Pentz* (CA (SA), BComHons); Adv J Noeth* (B Iuris LLB); RN Xaba* (CA (SA) BCompt, BCompt (Hons) (Unisa)) *Non-Executive. Secretary: CD du Plessis - Sekretari Transfer secretaries Link Market Services South Africa (Proprietary) Limited (Registration number 2000/007239/07) 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) Date: 24/05/2012 15:49:00 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.

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