Wrap Text
Audited year end results for 30 June 2012
TIMES MEDIA GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2008/009392/06
Ordinary share code: TMG
Ordinary share ISIN: ZAE 000169272
("TMG" or "the Company")
Audited year end results for 30 June 2012
Summarised Company Statement of financial position Audited Audited
30 June 30 June
2012 2011
ASSETS R R
Non-current assets 531 341 128 635 385 504
Investment in associate 531 341 128 635 385 504
Current assets 482 748 588 102 416 376
Other current assets 187 151 23 238 819
Cash and cash equivalents 482 561 437 79 177 557
Total assets 1 014 089 716 737 801 880
EQUITY AND LIABILITIES
Equity 703 946 732 (704 404 541)
Non-current liabilities - 1 442 206 421
Interest-bearing liabilities - 333 077 439
Loans from group companies - 1 107 102 727
Deferred tax liabilities - 2 026 255
Current liabilities 310 142 984 -
Interest-bearing liabilities 310 142 984 -
Total equity and liabilities 1 014 089 716 737 801 880
Net number of ordinary shares in issue 52 013 862 100
Diluted net number of ordinary shares in issue 52 013 862 100
Net asset value per share ordinary share (cents) 1 353 (704 404 541)
Net tangible asset value per share ordinary share (cents) 1 353 (704 404 541)
Summarised Company Statement of changes in equity Audited Audited
30 June 30 June
2012 2011
R R
Balance at the beginning of the year (704 404 541) (675 641 528)
Issue of shares 704 327 285 -
Total comprehensive profit/(loss) for the year 704 023 988 (28 763 013)
Balance at the end of the year 703 946 732 (704 404 541)
Summarised Company Statement of comprehensive
income Audited Audited
30 June 30 June
2012 2011
R R
Operating loss (204 969) -
Waiver of loans from group companies 837 838 882 -
Net interest expense (30 804 316) (19 488 517)
Interest income 3 437 428 5 478 824
Interest expense (34 241 744) (24 967 341)
Share of loss from associate (104 044 376) (7 942 318)
Profit/(loss) before taxation 702 785 221 (27 430 835)
Taxation 1 238 767 (1 332 178)
Normal and deferred taxation 2 026 255 (577 221)
Secondary Tax on Companies (787 488) (754 957)
Total comprehensive profit/(loss) for the year 704 023 988 (28 763 013)
Weighted average net number of ordinary shares in issue 4 263 523 100
Diluted weighted average net number of ordinary shares in issue 4 263 523 100
Basic and diluted earnings/(loss) per ordinary share (cents) 16 512.73 (28 763 013.00)
Basic and diluted headline earnings per ordinary share (cents) 19 672.13 21 574 757.00
Reconciliation between profit/(loss) attributable to
owners of the parent and headline profit attributable to
owners of the parent Audited Audited
30 June 30 June
2012 2011
R R
Total comprehensive profit/(loss) for the year 704 023 988 (28 763 013)
Non-headline items of associate company (4 045 100) -
Impairment to investment in associate 138 108 376 50 337 770
Tax effects 638 700 -
Headline profit attributable to owners of the parent 838 725 964 21 574 757
Summarised Company Statement of cash flows Audited Audited
30 June 30 June
2012 2011
R R
Profit/(loss) before taxation 702 785 221 (27 430 835)
Non-cash items (702 990 190) 27 430 835
Working capital 23 062 125 (2 647 440)
Cash generated/(utilised) by operations 22 857 156 (2 647 440)
Interest income received 3 437 428 5 478 824
Interest expense paid (34 241 744) (24 967 341)
Investment income received - 22 503 237
Normal taxation paid (787 488) (754 957)
Cash effects of operating activities (8 734 648) (387 677)
Cash effects of investing activities - -
Cash effects of financing activities 412 118 528 (32 277 703)
Net increase/(decrease) in cash and cash equivalents 403 383 880 (32 665 380)
Cash and cash equivalents at the beginning of the year 79 177 557 111 842 937
Cash and cash equivalents at the end of the year 482 561 437 79 177 557
Introduction
Audited financial statements for the year ended 30 June 2012 are required to be released to the
public in terms of the JSE Listings Requirements.
In June 2012, Mvelaphanda Group Limited ("Mvela Group") announced its offer to acquire, through
its wholly-owned subsidiary TMG (previously Richtrau No 229 (Pty) Limited), the entire issued
ordinary share capital of Avusa Limited ("Avusa") that it does not already beneficially own, as well as
its intention thereafter to unbundle all of its shares in TMG to its shareholders.
In order to implement the Avusa transaction, Mvela Group injected R452.0 million of capital into the
Company by the subscription for 33,379,681 new ordinary shares in the Company. Mvela Group
subscribed for a further 18,634,081 new ordinary shares in the Company at a total subscription price
of R252.3 million which was set off against a portion of the loan to the Company from Mvela Group.
The remaining balance of the loan with Mvela Group was waived.
On 16 August 2012, at the general meeting of Avusa shareholders, the ordinary and special
resolutions were successfully passed to approve the offer, being a cash offer of R24.00 per Avusa
ordinary share and/or a share alternative of 1.47707 shares in the Company for every one Avusa
ordinary share held. All conditions of the transaction have since been fulfilled and the transaction
becomes operative on 25 September 2012.
Post the unbundling, Mvela Group shareholders will have direct exposure to Avusa through TMG.
The transaction provides Mvela Group shareholders with the unique opportunity to be invested in
one of South Africa`s leading media entertainment companies and to partner with a new CEO and a
strong management team in pursuing an encouraging growth strategy. The transaction also
facilitates the injection of gearing into Avusa in an efficient manner and will enable Avusa to operate
with a more efficient capital structure and to provide investors with a leveraged return on their
investment.
The Company's ordinary shares were listed on the main board of the JSE on 17 September 2012.
Financial performance
The Company had no trading operations in the current financial year and only comprises its
investment in Avusa.
The net loss from the associate Avusa amounted to R104.0 million which included the Company's
share of Avusa's comprehensive income for the year ended 31 March 2012 of R34.1 million offset by
an impairment on the Company's investment in Avusa of R138.1 million.
Balance sheet review
Investment in associate comprises the Company's investment in Avusa amounting to R531.3 million
(2011: R635.4 million). The investment in Avusa is carried at its impaired value based on an Avusa
share price of R20.07 per share representing the 30 day volume weighted average price, prior to the
publication of Mvela Group's firm intention announcement to acquire Avusa (2011: R24 per share).
The Company's net cash position increased by R403.4 million to R482.6 million as at 30 June 2012 of
which R482.0 million of the cash balance at year end will be returned to Mvela Group shareholders
through the unbundling of all of its shares in the Company to its shareholders.
Total interest-bearing liabilities at 30 June 2012 of R310.1 million (2011: R333.1 million) comprise
the preference share funding raised on the Company's initial acquisition of Avusa. As part of the
Avusa transaction, this debt will be settled using cash available.
Changes to directorship
Andrew Bonamour and William Marshall-Smith were appointed directors of the Company effective
19 January 2012 and 31 May 2012 respectively.
Ernst Röth resigned as director of the Company with effect from 18 January 2012.
Accounting policies and international financial reporting standards
The audited summarised financial statements for the year ended 30 June 2012 have been prepared in
accordance with International Financial Reporting Standards ("IFRS") including IAS 34, AC 500 standards
as issued by the Accounting Practices Board or its successor, the JSE Listings Requirements, and the
requirements of the Companies Act of South Africa, as amended.
The accounting policies adopted are consistent with the accounting policies applied in the audited annual
financial statements for the previous year ended 30 June 2011.
Summarised audit opinion
These results have been audited by TMG's auditors PKF (JHB) Inc., Registered Auditors. The
unqualified audit opinion is available for inspection at the Company's registered office.
Dividend
The directors of the Company have resolved not to declare a final dividend for the year ended
30 June 2012.
Andrew Bonamour
Director
26 September 2012
Directors: AD Bonamour, KD Dlamini, JHW Hawinkels, W Marshall-Smith, HK Mehta, R Naidoo and MSM Xayiya
Registered office: 2nd Floor, 11 Crescent Drive, Melrose Arch, 2076
Sponsor: PSG Capital (Pty) Limited, 1st Floor, Ou Kollege, 35 Kerk Street,
Stellenbosch, 7600
Transfer secretaries: Computershare Investor Services (Pty) Limited, 70 Marshall Street,
Johannesburg, 2001
Date: 26/09/2012 03:30:00 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
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.
Sharenet Sites 
