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Unaudited condensed consolidated interim results for the period ended 31 December 2013
THE DON GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/023123/06)
Share code: DON
ISIN: ZAE000008462
(“The Don” or “the Company” or “the Group”)
Unaudited condensed consolidated interim results for the period ended 31 December 2013
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for the period ended 31 December 2013
Six months Six months Year
ended ended ended
Dec 2013 Dec 2012 June 2013
Unaudited Unaudited Audited
R 000 R 000 R 000
CONTINUING OPERATIONS
Revenue - - -
Loss for the period from
continuing operations
and total comprehensive
loss for the period (605) (550) (2,740)
Attributable to:
- Equity holders of parent (605) (550) (2,740)
- Non-controlling interests - - -
(605) (550) (2,740)
DISCONTINUED OPERATIONS
Revenue 569 8,059 13,926
Operating loss before
impairment, fair value
adjustments and disposalof
discontinued operations (3,331) (1,789) (351)
Impairment losses - - (309)
Fair value adjustment on
investment property
classified as held for sale - - (8,002)
Profit/(Loss) on
disposal of asset 4,071 14,224 (8,368)
Interest received 544 12 21
Interest paid - (4,207) (6,332)
Profit/(Loss) before tax 1,284 8,240 (23,341)
Taxation (1,978) (2,050) 8,839
Taxation - Current (518) (2,050) (1,324)
Taxation - Deferred (1,460) - 10,163
(Loss)/Profit for the period from
discontinued operations (694) 6,190 (14,502)
Attributable to:
- Equity holders of parent (694) 6,190 (14,502)
- Non-controlling interests - - -
(694) 6,190 (14,502)
Other comprehensive income
for the period - - 12,604
- Gross revaluation surplus - - -
- Deferred taxation - - 12,604
Total comprehensive
(loss)/income for
the period from discontinued
operations (694) 6,190 (1,898)
Attributable to:
- Equity holders of parent (694) 6,190 (1,898)
- Non-controlling interests - - -
(694) 6,190 (1,898)
Total comprehensive
(loss)/income for the
period from continuing and
discontinued operations
Attributable to:
- Equity holders of parent (1,299) 5,640 (4,638)
- Non-controlling interests - - -
(1,299) 5,640 (4,638)
Headline loss (4,618) (6,534) (3,705)
Number of ordinary shares
in issue (000’s) 294,485 294,485 294,485
Weighted average number of
ordinary shares in
issue (000’s) 294,485 294,485 294,485
(Loss)/Earnings
per share (cents) (0,44) 1,92 (5,85)
Headline loss per
share (cents) (1,57) (2,22) (1,26)
Loss per share from
continuing operations (cents) (0,21) (0,19) (0,93)
Headline loss per share
from continuing
operations (cents) (0,21) (0,19) (0,93)
Reconciliation of headline loss
(Loss)/Profit for period
attributable to ordinary
shareholders (1,299) 5,640 (17,242)
Impairment of assets - - 309
Fair value adjustment on
investment property classified
as held for sale - - 8,002
(Profit)/Loss on
disposal of assets (4,071) (14,224) 8,368
Tax effect of above 752 2,050 (3,142)
Headline loss (4,618) (6,534) (3,705)
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
at 31 December 2013
Dec 2013 Dec 2012 June 2013
Unaudited Unaudited Audited
R 000 R 000 R 000
ASSETS
Non-current assets 115 - -
Property, plant and equipment 115 - -
Current assets 69,585 3,409 20,406
Other financial assets - 165 -
Trade and other receivables 733 1,023 389
Current tax receivable 5,695 - -
Cash and cash equivalents 63,157 2,221 20,017
Non-current assets held for sale - 209,312 70,929
Total assets 69,700 212,721 91,335
EQUITY AND LIABILITIES
EQUITY
Share capital and reserves 67,644 79,771 68,943
67,644 79,771 68,943
LIABILITIES
Non-current laibilities - 28,353 5,396
Deferred tax liability - 28,353 5,396
Current liabilities 2,056 30,241 16,996
Trade and other payables 2,056 23,650 13,816
Short-term portion of
interest-bearing liabilities - 1,879 -
Non-interest bearing liabilities - 747 -
Current tax payable - 3,882 3,180
Bank overdraft - 83 -
Liabilities associated
with non-current
assets held for sale - 74,356 -
Total equity and liabilities 69,700 212,721 91,335
Net asset value per
share (cents) 22.97 27.09 23.41
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
for the period ended 31 December 2013
Dec 2013 Dec 2012 June 2013
Unaudited Unaudited Audited
R 000 R 000 R 000
Attributable to equity
holders of parent:
Balance at beginning
of period 68,943 73,581 73,581
Total comprehensive
(loss)/income
for the period (1,299) 6,190 (4,638)
Balance at end of period 67,644 79,771 68,943
Total equity 67,644 79,771 68,943
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the period ended 31 December 2013
Dec 2013 Dec 2012 June 2013
Unaudited Unaudited Audited
R 000 R 000 R 000
Operating activities (31,744) (4,391) (24,184)
Investing activities 74,884 23,000 134,800
Financing activities - (15,000) (89,128)
Net cash inflow 43,140 3,609 21,488
Cash and cash equivalents
at beginning of period 20,017 (1,471) (1,471)
Cash and cash equivalents
at end of period 63,157 2,138 20,017
CONDENSED SEGMENTAL ANALYSIS
for the period ended 31 December 2013
Dec 2013 Dec 2012 June 2013
Unaudited Unaudited Audited
R 000 R 000 R 000
Segmental revenue
Residential letting 569 8,059 13,926
Net revenue 569 8,059 13,926
Segmental loss before
interest and tax
Residential letting (126) (1,789) (3,091)
Loss before interest and tax (126) (1,789) (3,091)
COMMENTARY
The disposal of The Don properties were approved by shareholders in General Meetings held on 24 October 2012 and 20 February 2013. Following these disposals, substantially all the liabilities of The Don were settled.
Subsequently, all properties were transferred between November 2012 and August 2013. Accordingly, with effect from 15 August 2013, The Don was classified as a “cash shell” in terms of the Listings Requirements of the JSE Limited (“JSE”).
The Listings Requirements required The Don to enter into an agreement relating to the acquisition of viable assets (“Acquisition”) that satisfy the conditions for listing within a period of six months failing which its listing would be suspended.
The Don had until 15 February 2014 to enter into an agreement relating to an Acquisition. As The Don has been unable to enter into the aforementioned agreement within the requisite period of time, shareholders were advised on 19 February 2014 that caution was no longer required to be exercised when dealing in The Don’s securities, and that the JSE had advised The Don that its listing would be suspended with immediate effect.
Furthermore, on 19 February 2014 shareholders were advised that the board of directors of The Don (“the Board”) had taken the decision to make an offer to shareholders to buy back the shares in The Don at a price equal to the net asset value of The Don and thereafter to delist The Don from the JSE. The Board wishes to conclude the aforementioned offer as soon as practically possible and accordingly, shareholders will be advised of further details in this regard in due course.
BOARD COMPOSITION
As announced on SENS on 26 July 2013, the JSE granted approval on 5 July 2013 to the company employing its Financial Director, Ms Uviwe Vuyokazi Mzilikazi, on a part time basis.
BASIS OF PREPERATION
The unaudited condensed consolidated results for the six months ended 31 December 2013 have been prepared by the Financial Director, Uviwe Mzilikazi, CA(SA), in accordance with International Financial Reporting Standards (“IFRS”), IAS 34 – Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council; the Companies Act, 2008 (Act 71 of 2008), as amended, and the Listings Requirements of JSE. The interim results have not been audited or reviewed by the Group’s auditors.
ACCOUNTING POLICIES
The accounting policies and methods of computation applied in the preparation of these unaudited condensed consolidated financial results for the six months ended 31 December 2013, which are based on reasonable judgments and estimates, are in accordance with IFRS and are consistent with those applied in the preparation of the Group’s annual financial statements for the year ended 30 June 2013.
CAPITAL REDUCTION
A capital reduction payment of 16 cents per share was declared on 8 January 2014 as a capital repayment from contributed tax capital.
SUBSEQUENT EVENTS
Subsequent to The Don not entering into an agreement relating to an acquisition within six months of the transfer of the last of its remaining buildings, The Don’s listing was suspended effective 19 February 2014.
Following the suspension, and as announced on SENS on 19 February 2014, the Board has taken the decision to make an offer to shareholders to buy back the shares in The Don and thereafter to delist The Don from the JSE.
By order of the Board.
Salukazi Dakile-Hlongwane Thabiso Tlelai
Chairperson Chief Executive Officer
31 March 2014
Directors:
Thabiso Tlelai (Chief Executive Officer),
Uviwe Mzilikazi (Financial Director),
Salukazi Dakile-Hlongwane (Chairperson)*,
Thandi Khumalo*, Hatla Ntene*
* Independent Non-Executive
Registered office:
65 Kyalami Boulevard, Kyalami Business Park, Kyalami, 1684
Company Secretary:
Whitney Green
Transfer secretaries:
Link Market Services South Africa Proprietary Limited
Date: 31/03/2014 10:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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