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FONEWORX HOLDINGS LIMITED - REVIEWED PRELIMINARY CONDENSED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2012

Release Date: 05/09/2012 11:33
Code(s): FWX     PDF:  
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REVIEWED PRELIMINARY CONDENSED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2012

FONEWORX HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/010640/06)
 Share code: FWX ISIN: ZAE000086237
 (“FoneWorx” or “the Group” or “the Company”)


 REVIEWED PRELIMINARY CONDENSED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR
                             ENDED 30 JUNE 2012


HIGHLIGHTS:

   -     Group revenue up 7.7% from R91.5 million to R98.6 million.
   -     Earnings before interest, tax, depreciation and amortisation (“EBITDA”) increased by 14.4%
         from R28.7 million to R32.8 million.
   -     Profit Before Interest and Tax margins increase from 26.7% to 29.0%
   -     Cash and cash equivalents up by 19.8% to R98.3 million (2011: R82 million).
   -     Cash generated by operations up 44.3% to R35,5 million from R24.6 million
   -     Headline earnings per share up 14.2% from 14.47 cents to 16.52 cents


PRELIMINARY CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                                                    Reviewed          Audited
Figures in Rands                                                                         as at           as at
                                                            Change               30 June 2012    30 June 2011
Assets
Non-Current Assets
Property, plant and equipment                                                       17 760 389      18 722 811
Intangible assets                                                                    6 628 170       6 117 771
Deferred tax asset                                                                     118 414               -
                                                                                    24 506 973      24 840 582
Current Assets
Inventories                                                                            557 293       1 773 441
Current tax receivable                                                                 147 936         953 128
Trade and other receivables                                                         17 124 272      17 870 247
Cash and cash equivalents                                                           98 322 319      82 066 745
                                                                                   116 151 820     102 663 561
Total Assets                                                                       140 658 793     127 504 143
Equity and Liabilities
Equity
Share capital                                                                       36 509 029      36 509 029
Retained income                                                                     75 597 691      60 616 201
                                                                                   112 106 720      97 125 230
Liabilities
Non-Current Liabilities
Interest bearing liabilities                                                         6 396 411       8 189 139
Deferred tax liability                                                                       -         744 784
                                                                          6 396 411        8 933 923
Current Liabilities
Current tax payable                                                          11 518           62 754
Interest bearing liabilities                                              1 704 349        1 691 658
Trade and other payables                                                 14 801 542       18 011 715
Provisions                                                                5 591 303        1 651 175
Unclaimed dividends                                                          46 950           27 688
                                                                         22 155 662       21 444 990
Total Liabilities                                                        28 552 073       30 378 913
Total Equity and Liabilities                                            140 658 793      127 504 143

Net asset value per share (cents)                            15.41%            82.4             71.4
Net tangible asset value per share (cents)                   15.99%            77.6             66.9
Number of shares in issue                                               136 002 041      136 002 041




PRELIMINARY CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                                         Reviewed           Audited
Figures in Rands                                                        year ended       year ended
                                                            Change    30 June 2012     30 June 2011

Revenue                                                      7.68%       98 617 135       91 579 433
Cost of sales                                                           (35 026 174)     (36 054 678)
Gross profit                                                 14.53%      63 590 961       55 524 755
Other income                                                                975 399          506 191
Operating expenses                                                      (11 130 338)     (10 088 985)
Staff costs                                                             (20 583 686)     (17 235 800)
Depreciation and amortisation expense                                    (4 252 935)      (4 217 151)
Operating profit                                             16.78%      28 599 401       24 489 010
Investment income                                                         4 595 715        4 229 316
Finance costs                                                             (763 775)        ( 913 903)
Profit before taxation                                       16.64%      32 431 341       27 804 423
Taxation                                                                 (9 969 739)      (8 280 205)
Profit for the year attributable to the equity holders of
the parent                                                   15.04%      22 461 602       19 524 218
Other comprehensive income                                                        -                 -
Total comprehensive income for the year attributable
                                                                         22 461 602       19 524 218
to equity holders of the parent

Basic earnings per share (cents)                             14.47%           16.52            14.44
Diluted earnings per share (cents)                           14.47%           16.52            14.44
Headline earnings per share (cents)                          14.16%           16.52            14.47
Dividend per share (cents)                                   22.22%              5.5              4.5


PRELIMINARY CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


                                                Share           Share     Total share       Retained             Total
Figures in Rands
                                               capital       premium          capital        income             equity

Group
Balance at 1 July 2010                         134 402       35 574 627    35 709 029      47 212 075        82 921 104
Changes in equity
Total comprehensive income for                           -            -             -      19 524 218        19 524 218
the year
Employee share option scheme                      1 600        798 400        800 000                 -         800 000
Dividends                                                -            -             -      (6 120 092)       (6 120 092)
Total changes                                     1 600        798 400        800 000      13 404 126        14 204 126
Balance at 1 July 2011                         136 002       36 373 027    36 509 029      60 616 201        97 125 230
Changes in equity
Total comprehensive income for the
                                                         -            -             -      22 461 602        22 461 602
year
Dividends                                                -            -             -      (7 480 112)       (7 480 112)

Total changes                                                                              14 981 490        14 981 490
                                                         -            -             -
Balance at 30 June 2012                        136 002       36 373 027    36 509 029      75 597 691       112 106 720



PRELIMINARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                     Reviewed                  Audited
Figures in Rands                                                                    year ended              year ended
                                                                                  30 June 2012            30 June 2011
Cash flows from operating activities
Cash generated from operations                                                          35 507 818           24 649 918
Interest income                                                                          4 595 715            4 229 316
Finance costs                                                                            ( 763 775)           ( 913 903)
Tax paid                                                                            (10 078 980)             (7 583 785)
Net cash from operating activities                                                      29 260 778           20 381 546


Cash flows from investing activities
Purchase of property, plant and equipment                                               (2 157 424)          (4 432 306)
Proceeds on disposal of property, plant and equipment                                      174 705              263 496
Purchase of intangible assets                                                           (1 781 597)          (3 285 651)
Net cash from investing activities                                                      (3 764 316)          (7 454 461)
Cash flows from financing activities
Movement in share trust shares                                                                   -              800 000
(Repayment of)/Advance in interest bearing liabilities                                  (1 780 038)             307 954
Dividends paid                                                                          (7 460 850)          (6 106 079)
Net cash from financing activities                                                      (9 240 888)          (4 998 125)
Total cash and cash equivalents movement for the year                                   16 255 574            7 928 960
Cash and cash equivalents at the beginning of the year                                  82 066 745           74 137 785
Total cash and cash equivalents at end of the year                                      98 322 319           82 066 745


NOTES TO THE PRELIMINARY CONDENSED CONSOLIDATED FINANCIAL RESULTS

1. BASIS OF PREPARATION

The Group annual financial statements from which these reviewed preliminary condensed consolidated
annual financial statements were derived have been prepared on the historical cost basis excluding financial
instruments which are accounted for in terms of IAS39 and conform to International Financial Reporting
Standards (“IFRS”). The accounting policies applied in the preparation of these reviewed preliminary
condensed consolidated financial results, which are based on reasonable judgements and estimates, are in
accordance with IFRS and are consistent with those applied in the Group annual financial statements for the
year ended 30 June 2011. These reviewed preliminary condensed consolidated financial statements set out
in this report have been prepared in terms of IAS 34 – Interim Financial Reporting, the AC500 standards and
interpretations as issued by the Accounting Practices Board, the Companies Act, 2008 (Act 71 of 2008), as
amended and the Listings Requirements of JSE Limited (“JSE”).

These reviewed preliminary condensed consolidated financial results have been prepared under the
supervision of Pieter Scholtz, CA(SA), the Financial Director of FoneWorx.

2. RECONCILIATION BETWEEN EARNINGS AND HEADLINE EARNINGS

                                                                                      Reviewed           Audited
 Figures in Rands                                                                    year ended       year ended
                                                                                   30 June 2012     30 June 2011
 The calculation of earnings per share is based on profits of R22 461 602
 attributable to equity holders of the parent (2011: R19 524 218) and a weighted
                                                                                      16.52 cents      14.44 cents
 average of 136 002 041 (2011: 135 202 041) ordinary shares in issue during
 the year

 The calculation of headline earnings per share is based on profits of R22 461
 602 attributable to equity holders of the parent adjusted to R22 435 253 (2011:
                                                                                      16.52 cents      14.47 cents
 R19 524 218 adjusted to R19 563 835) and a weighted average of 136 002 041
 (2011: 135 202 041) ordinary shares in issue during the year


 Reconciliation between earnings and headline earnings
   Profit attributable to ordinary equity holders of parent                           22 461 602       19 524 218
   (Profit)/Loss on disposal of property, plant and equipment                            (36 596)          55 024

   Tax effect of disposal of property, plant and equipment                                10 247         ( 15 407)

 Headline earnings                                                                    22 435 253       19 563 835
 The calculation of diluted earnings per share is based on profits
 of R22 461 602 (2011: R19 524 218) and a weighted average of
                                                                                      16.52 cents      14.44 cents
 136 002 041 (2011: 135 202 041) ordinary shares issued during
 the year
 Reconciliation between earnings and diluted earnings per share:
   Weighted average number of shares used in the calculation of earnings per
                                                                                     136 002 041      135 202 041
   share
                                                                                     136 002 041      135 202 041

3. SEGMENTAL REPORTING

 Operating segments are reported in a manner consistent with the internal reporting provided to the chief
 operating decision-makers ("the CODM"). The CODM have been identified as the executive committee
 members who make strategic decisions.

 The CODM have organised the operations of the Company based on its brands and this has resulted in
 the creation of the following segments:
         - BizW orx: the segment focusing on business related products;
         - MediaWorx: the segment focusing on information and entertainment services; and
         - Development: consists of the three brands that are still within the development and piloting
           phase being CarbonWorx, DRW orx and IDW orx.

 The accounting policies of the operating segments are the same as those described in the
 aforementioned paragraph entitled “Basis of Preparation”. MediaW orx provides services within South
 Africa as well as in 37 African countries ("Africa sales"). During the year under review, 7.1% (2011: 4.8%)
 of MediaW orx revenue was attributable to Africa sales. The Company allocates revenue to each country
 based on the domicile of the related customer. All of the Company's assets are located in South Africa.

 MediaWorx currently generates 24.47% and 16.45% (2011: 32.1% and 21.2%) of its revenue through two
 cellular networks respectively. BizW orx generated 96.3% (2011: 95.5%) through one single fixed line
 network.

 The reconciliation of gross profit to profit before taxation is provided in the Preliminary Condensed
 Statement of Comprehensive Income. The CODM reviews income and expense items on a Group basis
 and not per individual segment. All assets and liabilities are reviewed on a Group basis by the CODM.

                                                                               Reviewed             Audited
 Figures in Rands                                                             year ended         year ended
                                                                            30 June 2012       30 June 2011
   Revenue
         BizWorx                                                                62 764 706        64 369 424
         MediaWorx                                                              34 465 663        24 626 667
         Development                                                             1 386 766          2 583 342
                                                                                98 617 135        91 579 433
   Cost of sale
         BizWorx                                                               (16 422 082)      (20 259 924)
         MediaWorx                                                             (17 644 980)      (14 368 085)
         Development                                                             ( 959 112)       (1 426 669)
                                                                               (35 026 174)      (36 054 678)
   Gross Profit
         BizWorx                                                                46 342 624        44 109 500
         MediaWorx                                                              16 820 683        10 258 582
         Development                                                               427 654          1 156 673
                                                                                63 590 961        55 524 755

COMMENTARY

The board of directors of FoneWorx (“the Board”) is proud to announce their results for the year ended
30 June 2012.

NATURE OF THE BUSINESS

The Group provides interactive telecommunication, switching and business services, orientated around fixed
and mobile networks. These include a broad range of services to the Fast Moving Consumer Goods
(“FMCG”) market, business and financial community, as well as media groups.

FINANCIAL PERFORMANCE

The Group’s revenue has grown 7.7% from R91.5 million to R98.6 million. This is attributed to the significant
revenue growth that MediaWorx showed during the year under review, with an increase of 40% in revenue to
R34.4 million (2011: R24.4 million). Gross profit for MediaWorx increased by 64% during the year under
review from R10.2 million to R16.8 million. These positive improvements are primarily due to the positive
adoption of our Unstructured Supplementary Service Data, being a GSM cellular communication tool,
increased certainty around the Consumer Protection Act, the signing of a number of blue chip advertising
agencies with solid brands and increased activity in the FMCG market.

BizWorx revenue declined by 2.5% when compared to the previous year even though Fax2Email volumes
processed by the Group increased by 1.5%. As Fax2Email is a cloud-based service which transfers physical
documents to a digital format, it is a good indicator of the general economic activity in the marketplace at
large. Accordingly, Fax2Email volumes have a direct correlation to activity levels in key sectors of the
economy where the flow of documents is prevalent, such as property sales, construction, insurance and
similar industries.

However, the profitability of BizWorx improved by 5% from R44.1 million to R46.3 million due to an improved
mix in volume via our dealer network and directly via FoneWorx, with the latter enjoying greater gross profit
margins.

Based on the weighted average number of shares in issue, earnings per share (“EPS”) increased by 14.5%
to 16.52 cents from 14.44 cents in the previous corresponding period. Headline earnings per share (“HEPS”)
increased by 14.24% to 16.53 cents from 14.47 cents.

Profit before tax increased by 16.6% to R32.4 million (2011: R27.8 million) and gross profit increased by
14.52% to R63.6 million (2011: R55.5 million), equating to a gross profit percentage of 64.5% (2011: 60.6%).

Net profit for the year under review increased to R22.5 million (2011: R19.5 million) reflecting a 15%
increase.

The net asset value of the Group has increased to R112.1 million (2011: R97.1 million) over the past year,
an increase of 15.5%. Cash and cash equivalents have increased by 19.8% to R98.3 million (2011:
R82 million).

The Group continuously looks for value adding acquisitions that complement its five divisions and cash on
hand would be used for an appropriate acquisition.

OPERATIONAL PERFORMANCE

FoneWorx is predominantly an information, communication and technology company that focuses on
switching various formats of voice and data through its distributed proprietary technology platform. The
Group’s extensive intellectual platform embedded in its technology enables it to provide a broad range of
products and services which have been divisionalised and branded as follows:

BizWorx

During the year under review we focused on enhancing our faxing solution and platform to provide our
independent dealers (who sell these services) with enhanced value-added features.

BizWorx, via its proprietary technical platform, provides a broad range of bearer technologies such as
Interactive Voice Response (“IVR”), Short Message Services (“SMS”) and Unstructured Supplementary
Service Data (“USSD”) which can collectively be defined as Unified Communications (“UC”), which enable
small to large business users to handle all their communications through a single or integrated solution.

Within the suite of UC services, faxing in (Fax2Email) and faxing out (Email2Fax) form an important part of
Unified Messaging (“UM”) which is applicable to various segments of the economy including small office,
home office, small, medium and micro enterprise, corporate and government.

In line with technological advancements, incorporating digital and mobile applications, faxing still remains a
dominant aspect of messaging. The Frost and Sullivan report released in 2010 reports that “The overall
computer-based fax market will grow 6.9% compounded annually through to 2017.”

Faxing is adopting new terms of “receipt” and “dissemination” incorporating phenomena like cloud
computing. Faxing in the cloud is a phenomenon which has captured the interest of many businesses that
want to outsource their faxing capabilities. BizWorx has created a cloud environment which enables
subscribers to receive their faxes in their email boxes instead of them ending up in a fax machine out tray,
thereby maintaining confidentiality.

BizWorx also provides subscribers with encrypted faxes which are password protected. In addition, BizWorx
subscribers can also send faxes globally with the BizWorx Email2Fax service at highly competitive rates.

Fax, in essence, has become modernised and is a mature form of electronic document exchange.

Essentially, faxing remains an important aspect of modern business UM and continues to offer key benefits
such as:
- being free of viruses, unlike emails;
- unencumbered transmission, unlike emails which get blocked; and
- encrypted faxes which keep data private.

The BizWorx proprietary platform provides our subscribers with relevant business features such as:
- Safety;
- Security;
- Auditability;
- Reliability;
- Trusted exchange.

Our strategy going forward is to continuously add new layers of value to the process of fax modernisation,
including storage, using USSD on mobile phones to retrieve and forward faxes and to access stored data via
mobile devices and tablets.

During the year under review, we launched a new service called Email2Fax, which enables our Fax2Email
subscribers to send out faxes to any destination globally. This service is extremely user-friendly and is
offered on a prepaid basis. Subscribers deposit money into their own defined “wallet” and as they send a fax,
the appropriate charge is deducted against the “wallet” balance.

We currently have around 336 000 Fax2Email subscribers and hope to encourage the majority of these
users to adopt the Email2Fax service which will create a new revenue stream to BizWorx. Our technical
platform processes more than 260 000 unique images per day.

Our Virtual Business Centre (“VBC”) service, which comprises a multitude of services in one on-line portal,
continues to show good opportunities. The VBC suite of services incorporates, sms, email, faxing, auto
receptionist, cellular airtime sales, data storage, legal documents and an accounting package. The offering is
based on a prepaid model, where the user deposits funds into a virtual “wallet” and as the service is used the
appropriate charge is deducted against the “wallet” balance. One hundred and sixty small business owners
attended the VBC business course during the year under review and were successfully trained on the VBC
services.

Our faxing platforms which were deployed in Kenya, Zambia and Nigeria continue to show promise despite a
number of challenges in marketing the services in each of these countries. Our premium rated fax contract
was finalised and signed in Kenya during the last month of this reporting period and we are hoping to start
seeing the benefits in 2012/2013. Zambia and Nigeria provide good markets, but marketing the services
cost-effectively remains the primary challenge and therefore we are exploring a variety of channels to
market.

Overall, BizWorx services provided a solid annuity based revenue stream for the Group.

MediaWorx

This division provides a diverse range of services to our varied client base which includes advertising
agencies, FMCG companies and corporates in general. The primary focus is on providing interactive
requests and responses using technologies aimed at clients waiting to target their consumers on a mass or
niche basis.

The services include:
- Competitions (SMS/IVR/USSD/MMS);
-   Voting Services (SMS/IVR/USSD);
-   Multi Media Services (MMS); and
-   Prize Fulfillment.

During the year under review this division performed extremely well and a number of new clients were signed
up. Our success can be ascribed to the fact that MediaWorx has become a “one stop shop” by offering our
clients a broad range of services under one roof, managed by professional account executives, competent
programmers and a stable technical platform.

USSD has also been well adopted across LSM1 – LSM10 users and has created a whole host of innovative
services including chat, banking, surveys and voting. MediaWorx has developed a robust USSD platform
and has signed up a number of blue chip clients for a variety of USSD applications. These clients include:
Pep, SupeCard, Pick n Pay, Tiger Brands, Unilever, SAB (Hansa / Castle) and Foodcorp.

MediaWorx has developed a solid formula for innovating, developing and hosting single bearer or multiple
bearer services to a broad sector of the economy at competitive rates whilst providing professional and
consistent services.

With the growth of electronic media and the digital explosion, particularly with regards to mobile devices and
tablets, the services offered by MediaWorx bode well for sustained growth.

During the year under review, MediaWorx managed 800 campaigns for a number of established brands such
as:

Albany Bread, Yum Yum, Sofn’free, Ola Magnum, Robertson Spices, Huletts Sugar, Pep, Coca Cola,
Huggies, Spier Wines, Lucky Star, Bokomo, Mr Delivery, Clover, Sasko, Kleenex, BP Express, Piemans
Pies, Limosin Brandy, Beeld, Black Like Me, Capitec, Bobtail, Millward Brown, Nedbank, Telkom Knockout,
Adidas, Amka, SABC, DSTV Africa and many more.

Some of the agencies that MediaWorx provided services to include: Herdbouys éKapa, 34, Zoom, Limelight,
Ogilvy, Millward Brown, Hardy Boys, Initiative, Patton Tupper, Wired, Wanted, Y&R, 7 Dffrnt Knds of Smke
and many more.


MediaWorx Africa

MediaWorx Africa has a presence in 27 countries in Africa comprising relationships with 89 mobile networks.

A variety of SMS and web-based interactive campaigns (competitions, voting, surveys) were offered during
the year under review and include well-known brands such as Big Brother Africa, Distell – Hunters Dry,
Clere, Samsung, Sybase and Leopard Communications.

Other campaigns during the period of review include digital online surveys on behalf of Millward Brown
(Kenya, Nigeria) and Sybase.

This division, which is a subset of MediaWorx South Africa, maintains a central database registry for certain
blue chip mobile handset manufacturers which enable businesses and individuals to distinguish between
“grey imports” and genuine devices.

MediaWorx has a well refined service offering which is developed around emerging digital solutions and one-
to-one marketing services and is well positioned to maintain superior growth.

IDWorx

IDWorx has developed bespoke document management services orientated around identity management
applications to make verification easier for both businesses and individuals.

The process, software and intellectual property is proprietary and can be effectively applied to meet the
requirements of various forms of legislation such as the Financial Intelligence Centre Act, the Regulation of
Interception of Communications and Provision of Communication-related Information Act, the Consumer
Protection Act and the forthcoming Protection of Personal Information Bill (“POPI”).

Our primary markets remain those institutions that are required to capture, store and move electronic images
of personal or juristic data so as to comply with various legislations.

IDWorx also envisages a distinct market where individuals can safely capture and store pertinent data or
images and then use the web or mobile devices to access such information for onward transmission to
requesting institutions.

There is a growing drive around data privacy and the secure management of documents - which will be
further accelerated once POPI is passed into legislation – bodes well for IDWorx.

DRWorx

DRWorx is a niche disaster recovery and work-flow continuity solution aimed at the stockbroking fraternity
and small businesses.

A dedicated hosting server room and work area is provided for clients to enable, not only back-ups, but also
the facility to continue to operate, albeit on a smaller scale. Sound corporate governance as espoused by
King III encourages companies to seriously address back-ups, disaster recovery and work-flow continuity.
This division will provide services in line with these recommendations.

CarbonWorx

CarbonWorx embraces all the technologies developed by FoneWorx in order to provide its clients with a
defined range of key drivers being:

LEARNING:       Understanding sustainability and its key facets relating to corporate life

EARNING:        Acquiring green points by purchasing products or services at designated service providers

SHARING:        Creating a platform for service providers who provide environmentally sound products or
                services to host or display their services

BENEFITING: Enabling individuals to purchase trees and have them planted in verified sites in order to
                                             2
            create carbon sinks and offset CO footprints created by the home or workplace.

CarbonWorx consults to corporates to assist them in calculating their footprint in line with the international
standards ISO14064 and Greenhouse Gas protocols.

During the year under review three additional sites in Mthatha, Eastern Cape were “made ready” for planting;
boreholes were sunk, fencing erected and holes dug. Seventy six jobs were created – in association with the
Department of Environmental Affairs - for members of the local community for the purposes of planting and
maintaining trees in the verified sites.

PROSPECTS

The Board remains positive about the outlook for the ensuing year to June 2013.

BizWorx continues to provide solid annuity income and, with the launch of Email2Fax, a new revenue stream
will supplement the existing revenue. MediaWorx has shown solid growth and we believe this will continue in
the ensuing year. Certainty around the Consumer Protection Act has assisted in this renewed growth. In
addition, advertising and marketing strategies continue to be more focused around one-to-one marketing.
Internet and mobile devices have made it a lot easier to reach consumers, enabling MediaWorx to provide its
services more effectively.

Digital spend, as part of entertainment and media, is intended to grow in line with world-wide trends and
MediaWorx is well placed to provide a broad range of services orientated around mobile handsets and
tablets, which form the “lion’s share” of digital spend.
We remain confident that despite the relatively small percentage which IDWorx, DRWorx and CarbonWorx
contribute towards the total revenue of the Group, they will provide improved growth as and when key
external factors, within each of these respective eco systems, drive businesses to adopt these services. In
their developmental phase they do not require additional human resources or excessive capital.

During June of the financial year under review, the Board began discussions with the Industrial Development
Corporation of South Africa Limited (“IDC”) to repurchase the FoneWorx shares held by the IDC. This
process culminated in the announcement released on SENS on 12 July 2012, being a post year end
announcement, which informed shareholders that FoneWorx had entered into an agreement with the IDC for
the specific repurchase of 40 800 612 ordinary shares held by the IDC (“Specific Repurchase”) and that
FoneWorx had also entered into an agreement with the Isaac Kirsh Family Trust and the William Kirsh
Family Trust (“Kirsh Family Trusts”) for the specific issue by FoneWorx of 40 800 612 ordinary shares to the
Kirsh Family Trusts (“Specific Issue”). The relevant circular regarding, inter alia, the Specific Repurchase and
the Specific Issue, together with the notice of general meeting, was posted to shareholders on 14 August
2012. The general meeting in respect thereof will be held on 13 September 2012.

With the sound momentum achieved in our trading divisions during the year under review, and together with
the aforementioned post year end SENS announcement, the Board remains positive about the opportunities
in the ensuing year.

I would like to thank all my staff, dealers and co-directors for their continued strategic and operational
contributions to the growth of the Group.

In addition, I would like to thank our customers, suppliers and shareholders for their continued support.

SUBSEQUENT EVENTS

No significant events other than those mentioned above have occurred between the financial year end, and
the date of this report.

REVIEW REPORT

The preliminary condensed consolidated annual financial statements for the year ended 30 June 2012 have
been reviewed by PKF (Jhb) Inc., the Company’s auditors. Their unqualified review report is available for
inspection at FoneWorx’s registered office during office hours.

CHANGES TO THE BOARD

Mr Robert Russell resigned as a Board member on 1 March 2012.

CORPORATE GOVERNANCE

The Board recognises the need to conduct the affairs of the Company with integrity and in compliance with
the principles of the King III report. Throughout the year under review the Company has complied with the
principles as set out in the King III report except for the composition of the Board and the Audit Committee
due to vacancies that existed on the Board.


For and on behalf of the Board

 Ashvin Mancha                        Mark Smith                            Pieter Scholtz
 Chairman                             Chief Executive Officer               Financial Director



Johannesburg
5 September 2012

Business and Registered Office:
FoneWorx House
Corner of Bram Fischer Drive and Will Scarlet Road
Ferndale, Randburg, 2194
PO Box 3386, Pinegowrie, 2123
Telephone +27-11-293-0000
Fax 086-610-1000 / +27-11-787-2137

Directors: Ashvin Govan Mancha (B Proc)* - Chairman, Mark Smith (BA LLB) – Chief Executive Officer,
Pieter Scholtz (CA(SA)) - Financial Director, Ronald Graver, Gaurang Mooney (BA)* (Botswana)
(* Independent non-executive)

Company Secretary: Pieter Scholtz (CA(SA))

Auditors: PKF (Jhb) Inc.

Transfer Secretaries: Computershare Investor Services Proprietary Limited

Designated Adviser: Merchantec Capital

Date: 05/09/2012 11:33:00 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
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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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