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Audited Condensed Consolidated Provisional Financial results for the year ended 30 June 2012
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")
AUDITED CONDENSED CONSOLIDATED PROVISIONAL FINANCIAL RESULTS
for the year ended 30 June 2012
CONDENSED CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
2012 2011
Audited Audited
R'000 R'000
Assets
Non-current assets 644 424 691 771
Current assets 29 181 38 773
Non-current assets held for sale 21 164
Total assets 673 605 751 708
Equity and liabilities
Equity attributable to equity holders of the parent 672 623 746 784
Current liabilities 982 4 924
Total equity and liabilities 673 605 751 708
Net asset value per share (cents) 391,54 441,13
Tangible net asset value per share (cents) 391,54 406,16
Ordinary shares in issue 171 790 732 169 290 732
CONDENSED CONSOLIDATED STATEMENT
OF CASH FLOWS
2012 2011
Audited Audited
R'000 R'000
Cash flows from operating activities (19 776) (51 780)
Cash flows from investing activities (34 712) (3 927)
Cash flows from financing activities 73 282 46 644
Total cash movement for the year 18 794 (9 063)
Cash at beginning of the year 5 835 14 898
Cash at end of the year 24 629 5 835
CONDENSED CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
2012 2011
Audited Audited
R'000 R'000
Operating loss (15 694) (18 990)
(Loss)/profit on disposal of companies (5 629) 2 289
Profit on dilution of interest in companies 407 709
Investment revenue 127 1 089
Loss from equity accounted investments (107) (8 859)
(Loss)/profit before taxation (21 303) 383 238
Taxation (1 558)
(Loss)/profit from continuing operations (21 303) 381 680
Profit/(loss) for the year
from discontinued operations 22 296 (37 981)
Profit for the year 993 343 699
Other comprehensive income/(loss) for the year 12 683 (46 921)
Total comprehensive income for the year 13 676 296 778
Total comprehensive income/(loss) attributable to:
Equity holders of the parent 13 676 303 550
Non-controlling interest (6 772)
Ordinary shares:
basic weighted average number of shares 171 080 349 161 305 112
diluted weighted average number of shares 186 503 819 176 788 582
Basic (loss)/earnings per share from
total operations (cents): 0,58 213,07
Continuing operations (12,45) 236,62
Discontinued operations 13,03 (23,55)
Diluted (loss)/earnings per share from
total operations (cents): 0,53 194,41
Continuing operations (11,42) 215,89
Discontinued operations 11,95 (21,48)
Headline loss (cents) (13,27) (39,63)
Diluted headline loss (cents) (12,17) (36,16)
Reconciliation of basic earnings to
diluted earnings and headline loss:
Basic earnings and diluted earnings from total
operations attributable to equity holders
of the parent 993 343 699
Loss/(profit) on sale of non-current assets 5 629 (409 997)
Profit on unbundling of Sephaku Fluoride Limited (30 445)
Impairments 1 119 2 366
Headline loss attributable to equity holders
of the parent (22 704) (63 932)
Reconciliation of weighted average
number of shares:
Basic weighted average number of shares 171 080 349 161 305 112
Dilutive effect of share options 15 423 470 15 483 470
Diluted weighted average number of shares 186 503 819 176 788 582
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Total
attributable
to equity Non-
Stated Total Retained holders of controlling Total
capital reserves earnings the parent interest equity
R'000 R'000 R'000 R'000 R'000 R'000
Balance at 1 July 2010 Audited 225 215 31 991 149 209 406 415 71 674 478 089
Total comprehensive (loss)/income for the year (40 149) 343 699 303 550 (6 772) 296 778
Issue of shares 47 054 47 054 47 054
Dilution of control in Sephaku Cement (Pty) Limited 319 859 (319 859) (64 902) (64 902)
Employees share option scheme 1 548 1 782 3 330 3 330
Dividend in specie (13 565) (13 565) (13 565)
Balance at 30 June 2011 Audited 592 128 (6 610) 161 266 746 784 746 784
Total comprehensive income for the year 12 683 993 13 676 13 676
Issue of shares 9 000 9 000 9 000
Employees share option scheme 4 222 34 4 256 4 256
Dividend in specie (101 093) (101 093) (101 093)
Balance at 30 June 2012 Audited 500 035 10 295 162 293 672 623 672 623
Dividend in specie per share R0,59 (2011: R0,09)
(2012: Unbundling of Sephaku Fluoride Limited)
(2011: Unbundling of Incubex Minerals Limited)
NOTES TO THE CONDENSED CONSOLIDATED
PROVISIONAL FINANCIAL RESULTS
Segment information
Due to the dilution of Sephaku Holdings' interest in Sephaku Cement (Pty) Limited ("Sephaku Cement") and
the unbundling of Sephaku Fluoride Limited ("Sephaku Fluoride") and the Incubex Mineral Limited subsidiaries'
assets and liabilities, the only reportable segment in 2011 was Fluorspar. No segment reporting has therefore
been presented in the current or prior reporting period.
Basis of preparation
The condensed consolidated provisional financial results for the year ended 30 June 2012 ("annual reporting
period") have been prepared in accordance with IAS 34: Interim Financial Reporting, as well as the AC 500
series of interpretations as issued by the Accounting Practices Board, on a historical cost basis, except for the
measurement of property at revalued amounts and conform to International Financial Reporting Standards
("IFRS").
The accounting policies adopted for the annual reporting period are consistent with those applied in the
annual financial statements for the Group for the year ended 30 June 2011.
The annual reporting period results have been prepared in accordance with the disclosure requirements of the
JSE Limited Listings Requirements and the Companies Act of South Africa, 2008 (as amended).
The preparation of the financial statements have been supervised by NR Crafford-Lazarus, CA(SA).
Audit opinion
The financial results have been audited by the Group's external auditors, PKF (Gauteng) Inc. A copy of their
unqualified audit report is available for inspection at the Company's registered office.
Statement on going concern
The financial statements for the annual 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
Sephaku Fluoride unbundling
Sephaku Holdings subscribed for an additional 177 064 202 shares in Sephaku Fluoride at R0,58875 per share,
of which 5 373 470 Sephaku Fluoride shares were sold to Cross Company Management (Pty) Limited
("Cross Company Management") at R0,58875 a share, 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
of the Company.
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 (out of
contributed tax capital) of R101 092 918, as a pro rata payment to shareholders on 26 March 2012 in the
ration of 1 Sephaku Fluoride share, valued at R0,58875, for every 1 Sephaku Holdings share held on the
Sephaku Fluoride distribution record date.
Sephaku Fluoride and its subsidiaries' assets and liabilities have been deconsolidated from Sephaku Holdings
and the total profit for the Sephaku Fluoride group for the period up to the unbundling end of March 2012,
is included in the statement of comprehensive income as a R22 million profit from discontinued operations.
Disposal of African Nickel Holdings
Sephaku Holdings disposed its 26% interest in African Nickel Holdings (Pty) Limited ("African Nickel Holdings")
for a cash consideration of R15,7 million on 8 May 2012.
The total historical cost of the investment was R3,0 million. The total profit on the disposal of the investment
amounted to R12,6 million of which a profit of R18,2 million was recognised on the initial sale to the Wu Group
and a loss of R5,6 million was recognised during the current financial year as the difference between the fair
value less cost to sell of the asset held for disposal of R21,3 million and the selling price of R15,7 million. It was
also agreed that the loan to African Nickel Holdings of R8,3 million will be repaid and R4,7 million was received
as a first payment during the year.
Events after the annual reporting period
Sephaku Holdings is pleased to announce that it has entered into negotiations, which negotiations are at
an advanced stage, regarding the potential acquisition of a company that operates in the construction and
building material supplies industry.
The acquisition, if successful, is expected to have synergistic benefits for Sephaku Holdings and its associate,
Sephaku Cement.
The acquisition is in line with Sephaku Holdings stated strategy of focusing on cement and cement-related
products.
The directors are not aware of any other matters or circumstances arising since the end of the financial period
that could materially affect the financial results.
Changes to the board
On 3 May 2012, Mr Brent Williams was appointed as the Independent Non-Executive Chairman of the Company.
Dr Lelau Mohuba was subsequently appointed as Chief Executive Officer and Mr Neil Crafford-Lazarus as the
Financial Director of the Company. Dr Gilimamba Mahlati resigned as Non-Executive Director on 2 July 2012.
On behalf of the board
Neil Crafford-Lazarus Lelau Mohuba
Financial Director Chief Executive Officer
Pretoria
27 September 2012
COMPANY INFORMATION:
Directors:
B Williams° (Chairman), Dr L Mohuba* (Chief Executive Officer)
NR Crafford-Lazarus* (Financial Director), RR Matjiu*, MG Mahlare°, CRD de Bruin, Dr GS Mahlati
MM Ngoasheng, PF Fourie, Dr D Twist, J Bennette#, JW Wessels#
°Independent *Executive #Alternate
Company secretary:
J Bennette
Registered office:
1st Floor, Hennops House, Riverside Office Park, 1303 Heuwel Avenue, Centurion, 0157
Transfer Secretaries:
Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001
Sponsor:
QuestCo (Pty) Limited
Date: 26/09/2012 03:24:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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