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Sherbourne Capital Limited
(Previously trading as IFCA Technologies Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2006/030759/06)
Share code: SHB ISIN: ZAE000165403
("Sherbourne" or "the Company")
Reviewed interim results for the six months ended 30 June 2012
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Reviewed Reviewed Audited
30-Jun-12 30-Jun-11 31-Dec-11
R'000 R'000 R'000
Non-current assets 77 100 19
Property, plant and equipment 77 - 19
Deferred tax - 100 -
Current assets 7,878 189 1,664
Trade and other receivables 7,874 163 957
Cash and cash equivalents 4 26 707
Total assets 7,955 289 1,683
Equity (14,033) (4,290) (23,932)
Share capital 70,591 47,971 56,660
Accumulated loss (84,624) (52,261) (80,592)
Non-current liabilities - - -
Current liabilities 21,988 4,579 20,929
Current tax payable - 92 -
Trade and other payables 21,988 4,143 20,929
Deferred income - 344 -
Liabilities of non-current asset held for sale - - 4,686
Total equity and liabilities 7,955 289 1,683
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Reviewed Reviewed Audited
30-Jun-12 30-Jun-11 31-Dec-11
R'000 R'000 R'000
Revenue - 792 -
Cost of sales - (767) -
Gross profit - 25 -
Other income 5 - -
Operating expenses (8,616) (5,587) (32,087)
Operating loss (8,611) (5,562) (32,087)
Impairment of intangible assets - (2,523) -
Loss on disposal of non-current assets - (43) -
Finance costs (1) - (2)
Loss before taxation (8,612) (8,128) (32,089)
Taxation - 16 (84)
Loss from continuing operations (8,612) (8,112) (32,173)
Profit/loss from discontinued operations 4,580 - (4,270)
Loss attributable to ordinary equity
shareholders (4,032) (8,112) (36,443)
Other comprehensive income - - -
Total comprehensive income (4,032) (8,112) (36,443)
Loss per share information
Weighted average shares in issue ('000) 452,869 166,356 162,540
Headline loss per share (cents) (1.90) (3.33) (20.84)
Attributable loss per share (cents) (0.89) (4.88) (22.42)
Diluted headline loss per share (cents) (1.90) (3.33) (20.84)
Diluted loss per share (cents) (0.89) (4.88) (22.42)
Reconciliation of headline loss
Basic loss (4,032) (8,112) (36,443)
Profit from discontinued operation (4,580) - -
Loss on sale of property, plant and
equipment - 43 43
Impairment losses - 2,523 2,519
Headline loss for the period (8,612) (5,546) (33,881)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Accumulated
capital premium loss Total
R'000 R'000 R'000 R'000
Balance at 31 December 2010 115 43,071 (44,149) (963)
Total comprehensive loss for the year - - (36,443) (36,443)
Shares issued 187 13,287 - 13,474
Balance at 31 December 2011 302 56,358 (80,592) (23,932)
Total comprehensive loss for the year - - (4,032) (4,032)
Shares issued 195 13,736 - 13,931
Balance at 30 June 2012 497 70,094 (84,624) (14,033)
CONDENSED CONSOLDATED STATEMENT OF CASH FLOWS
Reviewed Reviewed Audited
30-Jun-12 30-Jun-11 31-Dec-11
R'000 R'000 R'000
Cash outflow from operating activities (14,569) (4,936) (12,923)
Cash (outflow) inflow from investing activities (65) 100 79
Cash inflow from financing activities 13,931 4,785 13,474
(Decrease) increase in cash and cash
equivalents (703) (51) 630
Cash and cash equivalents at beginning of
period 707 77 77
Cash and cash equivalents at end of period 4 26 707
Commentary
Basis of preparation
The board of directors of Sherbourne Capital Limited ("the Board") presents the Company's results for
the six months ended 30 June 2012, which have been prepared in accordance with IAS 34 Interim
Financial Reporting, the Companies Act, 2008 (Act 71 of 2008), the AC 500 Standards, and the Listings
Requirements of the JSE Limited. The principal accounting policies adopted for the purposes of this
report comply in all material respects with International Financial Reporting Standards ("IFRS"). The
accounting policies and methods of computation that have been applied are consistent with the 31
December 2011 year-end audited financial statements. The annual financial statements were prepared
under the supervision of the former Financial Director, Alan Bruens CA(SA).
Review opinion
The results for the six-month period ended 30 June 2012 have been reviewed by the Company's
auditors, Nolands Inc, and their unmodified review report is available for inspection at the office of the
Company, the address of which is detailed below. Their review was conducted in accordance with ISRE
2410 "Review of interim financial information performed by the independent auditor of the entity".
Financial overview
The results for the six months ended 30 June 2012 reflect an attributable loss and headline loss of 0.89
and 1.90 cents per share respectively (30 June 2011: attributable loss and headline loss of 4.88 and 3.33
cents per share respectively) based on 452,869,475 weighted average shares in issue (30 June 2011:
166,356,265).
Group revenue for the six months was nil with the requisite corporate actions nearing conclusion, the
Company is now poised to make its first acquisition. Operating expenses amounted to R8.6 million
(2011: R5.56 million) which principally consisted of salaries for the executive and non-executive
directors and capital raising costs.
On 4 June 2012, the shareholders approved the disposal of the Company's only subsidiary, IFCA sWare
(Pty) Ltd ("sWare"). As a result of this disposal the accumulated losses of sWare, amounting to R4.5
million, which had previously been included in the consolidated results of the group were reversed.
Segmental analysis
The Company does not operate in distinct operating segments and accordingly, no segmental analysis
has been prepared.
Dividends
No dividends were paid or declared for the six months ended 30 June 2012 and none are recommended.
Acquisitions and disposals
The Company did not enter into any acquisitions during the period under review. The Company's only
subsidiary, IFCA sWare (Pty) Ltd, was however disposed of and this was approved by the shareholders at
the General Meeting held on 4 June 2012. The shareholders are referred to future prospects and
subsequent events for details on acquisitions that are currently being negotiated.
Share capital
A total of 195,000,000 shares were issued during the period under review. The shares were issued under
the Company's general authority to issue shares, which authority was resolved at the Company's Annual
General Meeting held on 2 July 2011.
Litigation
There is no litigation pending against the Company.
Directors
In compliance with paragraph 3.59 of the JSE Listings Requirements, Sherbourne Capital Limited hereby
notifies shareholders Mr Alan Bruens has resigned as Financial Director with effect from 27 September
2012. The Board thanks Alan for his valuable contribution and wishes him well.
The following changes to the board of directors have taken place during the six months under review
and to the date of this announcement:
Directors Appointed Resigned
AW Bruens 16 January 2012 27 September 2012
NP Doyle - 27 July 2012
C Whittle 27 July 2012 -
New lease obligation
The Company has signed a three-year lease for new office premises at 33 Fricker Road, Illovo, Sandton.
Future prospects
Sherbourne is considering multiple opportunities. The Company has, through a process of evaluation,
reduced the number of potential deals to three opportunities. Shareholders will be kept up to date with
any further developments in this regard.
Subsequent events
The directors are not aware of any matter or circumstance occurring between 30 June 2012 and the
date of this report that materially affects the results of the group for the six months ended 30 June 2012
or the financial position at that date.
By order of the Board
ZJ van Niekerk
Chief Executive Officer
1 October 2012
Sandton
Directors:
CW Clarke (Chairman)*, ZJ Van Niekerk (Chief Executive Officer), KB Motshabi*, MW Palmer*,
C Whittle* (*Independent non-executive)
Registered office
33 Fricker Road, Illovo, 2196, Sandton, South Africa
Transfer office
Link Market Services (Pty) Ltd, P.O. Box 4844, Johannesburg, 2000, South Africa
Company Secretary
Statucor (Pty) Ltd, 22 Wellington Road, Parktown, 2193, South Africa
Designated Adviser
Bridge Capital Advisors (Pty) Ltd, 27 Fricker Road, Illovo, 2196, South Africa
Date: 01/10/2012 05:15:00 Supplied by www.sharenet.co.za
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