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Change statement and notice of annual general meeting
ConvergeNet Holdings Limited and its subsidiaries
(Registration number 1998/015580/06)
JSE code: CVN ISIN: ZA000182440 (“ConvergeNet” or “the Group” or “the Company”)
CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
Shareholders are advised that the Company’s 2013 Annual Report containing the annual financial statements of the Company for the year ended 31 August 2013 has been issued today, 31 March 2014, and is available on the Company website. The Annual Report contains the following modifications from the reviewed consolidated condensed results published on 13 December 2013 (“Provisional Results”). The annual financial statements were audited by the Company’s auditors, PricewaterhouseCoopers Inc. and their unmodified report is available for inspection at the Company’s registered office.
Condensed consolidated statement of comprehensive income
Reviewed Audited
Provisional Annual R
Results Report Change1
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2013 2013 2013
R’000 R’000 R’000
Continuing operations
Revenue 270,646 283,007 12,361
Cost of sales (213,043) (218,650) (5,607)
Gross profit 57,603 64,357 6,754
Other income 12,495 12,495 -
Operating expenses (168,836) (158,200) 10,636
Impairment of goodwill
and other financial assets (58,667) (58,667) -
Fair value adjustments 5,646 5,646 -
Other operating expenses (115,815) (105,179) 10,636
Operating loss (98,738) (81,348) 17,390
Investment income 520 520 -
Share of profit of associates - - -
Finance costs (815) (815) -
Loss before taxation (99,033) (81,643) 17,390
Taxation (5,980) (5,980) -
Loss for the year from
continuing operations (105,013) (87,623) 17,390
Discontinued operations
Net loss for the
year from discontinued
operations (121,254) (138,644) (17,390)
Loss for the year (226,267) (226,267) -
Other comprehensive income:
Exchange loss on
translation of foreign
operations* 388 388 -
Gains on revaluation of
land and buildings 99 99 -
Total comprehensive loss
for the year net of tax (225,780) (225,780) -
* Recyclable
Loss for the year
attributable to:
Equity holders of
the parent (209,204) (209,204) -
Non-controlling
interests (17,063) (17,063) -
(226,267) (226,267) -
Loss for the year from
continuing operations
attributable to:
Equity holders of
the parent (101,364) (83,974) 17,390
Non-controlling interests (3,649) (3,649) -
(105,013) (87,623) 17,390
Loss for the
year from discontinued
operations attributable to:
Equity holders
of the parent (107,840) (125,230) (17,390)
Non-controlling interests (13,414) (13,414) -
(121,254) (138,644) (17,390)
Total comprehensive
loss for the year
attributable to:
Equity holders
of the parent (208,949) (208,949) -
Non-controlling
interests (16,831) (16,831) -
(225,780) (225,780) -
Basic and diluted basic
loss per share for the
year from continuing
operations (cents) (11.39) (9.43) 1.96
Basic and diluted basic
loss per share
for the year from
discontinued
operations (cents) (12.12) (14.08) (1.96)
Basic and diluted basic
loss per share for
the year (cents) (23.51) (23.51) -
Headline and diluted
headline loss per share
for the year from
continuing operations
(cents) (4.97) (3.01) 1.96
Headline and diluted
headline loss for per
share the year (cents) (8.95) (8.95) -
Headline and diluted
headline loss
per share for the year
from discontinued
operations(cents) (3.98) (5.94) (1.96)
Basic and diluted
weighted average
number of shares 889,726,462 889,726,462 -
Total number of
shares in issue 970,935,125 970,935,125 -
Reconciliation between
loss and headline loss
Continuing operations
Basic loss for the year
attributable to equity
holders of parent (101,364) (83,974) 17,390
Loss on disposal of
property, plant
and equipment 117 117 -
Profit on disposal
of associate - - -
Loss on disposal
of subsidiary 2,550 2,550 -
Impairment of goodwill 55,334 55,334 -
Tax effect of adjustments (826) (826) -
Portion of adjustments
attributable to
non-controlling
interests - - -
(44,189) (26,799) 17,390
Reconciliation between
loss and headline loss
Discontinued operations
Basic loss for
the year attributable to
equity holders of parent (107,840) (125,230) (17,390)
Loss on disposal of
property, plant
and equipment 600 600 -
Loss on disposal
of associate 3,255 3,255 -
Profit on disposal
of subsidiary (15,020) (15,020) -
Impairment of goodwill 72,160 72,160 -
Loss recognised on the
re-measurement of assets
disposal groups to its fair 786 786 -
value less costs to sell
Tax effect of adjustments (1,348) (1,348) -
Portion of adjustments
attributable to
non-controlling interests 12,037 12,037 -
(35,370) (52,760) (17,390)
Net asset value
per share (cents) 23 23 -
Net tangible asset
value per share (cents) 19 19 -
Condensed consolidated statement of comprehensive income
Reviewed Audited
Provisional Annual R
Results Report Change1
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2012 2012 2012
R’000 R’000 R’000
Continuing operations
Revenue 238,481 251,657 13,176
Cost of sales (191,409) (191,525) (116)
Gross profit 47,072 60,132 13,060
Other income 19,747 19,747 -
Operating expenses (134,962) (128,974) 5,988
Impairment of goodwill
and other financial assets (30,151) (30,151) -
Fair value adjustments (2,808) (2,808) -
Other operating expenses (102,003) (96,015) 5,988
Operating loss (68,143) (49,095) 19,048
Investment income 793 1,077 284
Share of profit of associates 2,366 2,366 -
Finance costs (629) (913) (284)
Loss before taxation (65,613) (46,565) 19,048
Taxation (3,834) (3,834) -
Loss for the year from
continuing operations (69,447) (50,399) 19,048
Discontinued operations
Net profit for the
year from discontinued
operations 19,188 140 (19,048)
Loss for the year (50,259) (50,259) -
Other comprehensive income:
Exchange loss on
translation of foreign
operations* (388) (388) -
Gains on revaluation of
land and buildings - - -
Total comprehensive
loss for the year
net of tax (50,647) (50,647) -
* Recyclable
Loss for the year
attributable to:
Equity holders
of the parent (45,547) (45,547) -
Non-controlling interests (4,712) (4,712) -
(50,259) (50,259) -
Loss for the year from
continuing operations
attributable to:
Equity holders
of the parent (68,587) (49,539) 19,048
Non-controlling interests (860) (860) -
(69,447) (50,399) 19,048
(Loss)/profit for the
year from discontinued
operations attributable to:
Equity holders
of the parent 23,040 3,992 (19,048)
Non-controlling interests (3,852) (3,852) -
19,188 140 (19,048)
Total comprehensive loss
for the year attributable to:
Equity holders of the parent (45,745) (45,745) -
Non-controlling interests (4,902) (4,902) -
(50,647) (50,647) -
Basic and diluted basic
loss per share for the
year from continuing
operations (cents) (7.72) (5.57) 2.15
Basic and diluted basic
profit per share
for the year from
discontinued
operations (cents) 2.6 0.45 (2.15)
Basic and diluted basic
loss per share for
the year (cents) (5.12) (5.12) -
Headline and diluted
headline loss per share
for the year from
continuing
operations (cents) (7.81) (5.66) 2.15
Headline and diluted
headline loss for per
share the year (cents) (5.21) (5.21) -
Headline and diluted
headline profit per
share for the year from
discontinued
operations(cents) 2.6 0.45 (2.15)
Basic and diluted
weighted average number
of shares 888,730,243 888,730,243 -
Total number of
shares in issue 921,285,941 921,285,941 -
Reconciliation between
loss and headline loss
Continuing operations
Basic loss for the year
attributable to equity
holders of parent (68,587) (49,539) 19,048
Loss on disposal of
property, plant and equipment 151 151 -
Profit on disposal
of associate (16,363) (16,363) -
Profit on
disposal of subsidiary (235) (235) -
Impairment of goodwill 13,617 13,617 -
Tax effect of adjustments 2,026 2,026 -
Portion of adjustments
attributable to
non-controlling interests - - -
(69,391) (50,343) 19,048
Reconciliation between
loss and headline loss
Discontinued operations
Basic profit for
the year attributable
to equity holders
of parent 23,040 3,992 (19,048)
Loss on disposal of
property, plant
and equipment 25 25 -
Loss on disposal
of associate - - -
Profit on disposal
of subsidiary - - -
Impairment of goodwill - - -
Loss recognised on the
re-measurement of assets
disposal groups to its fair - - -
value less costs to sell - -
Tax effect of adjustments - - -
Portion of adjustments
attributable to
non-controlling interests - - -
23,065 4,017 (19,048)
Net asset value per
share (cents) 46 46 -
Net tangible asset
value per share (cents) 26 26 -
Condensed consolidated statement of financial position
Reviewed Audited
Provisional Annual R
Results Report Change 2
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2013 2013 2013
R’000 R’000 R’000
ASSETS
Non-current assets
Property and equipment 4,342 4,342 -
Goodwill 34,822 34,822 -
Intangible assets 2,910 2,910 -
Investments in associates - - -
Other financial assets - - -
Deferred taxation 9,777 9,777 -
51,851 51,851 -
Current assets
Inventories 58,688 58,688 -
Loans to group companies - - -
Other financial assets 2,331 2,331 -
Current tax receivable 883 883 -
Trade and other receivables 62,090 62,644 554
Cash and cash equivalents 14,689 14,689 -
138,681 139,235 554
Non-current assets
held for sale 261,126 262,058 932
399,807 401,293 1,486
TOTAL ASSETS 451,658 453,144 1,486
EQUITY AND LIABILITIES
Total equity
Shareholders’ equity 219,113 219,113 -
Non-controlling interest (8,605) (8,605) -
210,508 210,508 -
Liabilities
Non-current liabilities
Other financial liabilities - - -
Finance lease obligation - - -
Operating lease liability 1,251 1,251 -
Deferred taxation 106 106 -
1,357 1,357 -
Current liabilities
Other financial liabilities 29,241 29,241 -
Current tax payable 489 490 1
Finance lease obligation 126 126 -
Provisions 1,046 1,046 -
Deferred income - - -
Trade and other payables 55,509 56,062 553
Bank overdraft 15,066 15,066 -
101,477 102,031 554
Non-current liabilities
held for sale 138,316 139,248 932
239,793 241,279 1,486
Total Liabilities 241,150 242,636 1,486
TOTAL EQUITY
AND LIABILITIES 451,658 453,144 1,486
Condensed consolidated statement of financial position
Reviewed Audited
Provisional Annual R
Results Report Change 1,2
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2012 2012 2012
R’000 R’000 R’000
ASSETS
Non-current assets
Property and equipment 49,281 49,281 -
Goodwill 171,199 171,199 -
Intangible assets 13,100 13,100 -
Investments in associates 6,001 6,001 -
Other financial assets 500 500 -
Deferred taxation 26,326 26,326 -
266,407 266,407 -
Current assets
Inventories 100,172 100,172 -
Loans to group companies 2,273 2,273 -
Other financial assets 7,336 7,336 -
Current tax receivable 1,394 1,394 -
Trade and other receivables 253,351 253,351 -
Cash and cash equivalents 66,998 66,998 -
431,524 431,524 -
Non-current assets
held for sale 43,499 43,499 -
475,023 475,023 -
TOTAL ASSETS 741,430 741,430 -
EQUITY AND LIABILITIES
Total equity
Shareholders equity 424,145 424,145 -
Non-controlling interest 59,043 59,043 -
483,188 483,188 -
Liabilities
Non-current liabilities
Other financial liabilities 16,730 16,730 -
Finance lease obligation 6,975 6,975 -
Operating lease liability 1,806 1,806 -
Deferred taxation 5,309 5,309 -
30,820 30,820 -
Current liabilities
Other financial liabilities 9,638 9,638 -
Current tax payable 6,119 6,119 -
Finance lease obligation 6,968 6,968 -
Provisions 3,101 976 (2,125)
Deferred income - 1,351 1,351
Trade and other payables 191,949 192,723 774
Bank overdraft 502 502 -
218,277 218,277 -
Non-current liabilities
held for sale 9,145 9,145 -
227,422 227,422 -
Total Liabilities 258,242 258,242 -
TOTAL EQUITY
AND LIABILITIES 741,430 741,430 -
Condensed consolidated statement of financial position
Reviewed Audited
Provisional Annual R
Results Report Change 1
Restated Restated Restated
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2011 2011 2011
R’000 R’000 R’000
ASSETS
Non-current assets
Property and equipment 30,669 30,669 -
Goodwill 184,816 184,816 -
Intangible assets 19,222 19,222 -
Investments in associates 36,155 36,155 -
Other financial assets 42,385 42,385 -
Deferred taxation 26,002 26,002 -
339,249 339,249 -
Current assets
Inventories 85,981 85,981 -
Loans to group companies 332 332 -
Other financial assets 6,168 6,168 -
Current tax receivable 3,410 3,410 -
Trade and other receivables 252,566 252,566 -
Cash and cash equivalents 66,961 66,961 -
415,418 415,418 -
Non-current assets
held for sale - - -
415,418 415,418 -
TOTAL ASSETS 754,667 754,667 -
EQUITY AND LIABILITIES
Total equity
Shareholders’ equity 481,541 481,541 -
Non-controlling interest 63,945 63,945 -
545,486 545,486 -
Liabilities
Non-current liabilities
Other financial liabilities 21,124 21,124 -
Finance lease obligation 1,039 1,039 -
Operating lease liability 1,738 1,738 -
Deferred taxation 6,165 6,165 -
30,066 30,066 -
Current liabilities
Other financial liabilities 1,652 1,652 -
Current tax payable 4,794 4,794 -
Finance lease obligation 841 841 -
Provisions 976 976 -
Deferred income - 908 908
Trade and other payables 170,412 169,504 (908)
Bank overdraft 440 440 -
179,115 179,115 -
Non-current liabilities
held for sale - - -
179,115 179,115 -
Total Liabilities 209,181 209,181 -
TOTAL EQUITY
AND LIABILITIES 754,667 754,667 -
Statement of Cash Flows
Reviewed Audited
Provisional Annual R
Results Report Change 3,4
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2013 2013 2013
R’000 R’000 R’000
Operating activities
Cash utilised in operations (59,451) (42,423)) 17,028
Investment income 520 520 -
Finance costs (233) (233) -
Tax paid (1,238) (840) 398
From discontinued
operations 24,083 2,418 (21,665)
Net cash utilised in
operating activities (36,319) (40,558) (4,239)
Investing activities
Additions to property,
plant and equipment (854) (854) -
Additions to
intangible assets - - -
Proceeds on disposal of
property, plant and equipment - 57 -
Proceeds on disposal of
other financial assets 236 236 -
Proceeds on disposal
of associates - - -
Proceeds on disposal
of investment 18,789 18,789 -
Other loans advanced - - -
By discontinued operations (19,207) (19,207) -
Net cash utilised in
investing activities (1,036) (979) 57
Financing activities
Proceeds from loans 13,172 12,572 (600)
Repayment of loans - - -
Transaction with
non-controlling
shareholders (21,920) (21,920) -
Proceeds from other
financial liabilities - - -
Finance leases paid (142) (142) -
Proceeds on re-issue
of treasury shares 7,015 7,015 -
Dividends paid - - -
By discontinued operations (8,758) (8,758) -
Net cash utilised in
financing activities (10,633) (11,233) (600)
Net decrease
in cash and cash
equivalents (47,988) (52,770) (4,782)
Cash at the beginning
of the year 66,496 66,496 -
Exchange losses - - -
Cash balances included
within assets held for sale (18,885) (14,103) 4,782
Total cash at
end of the year (377) (377) -
Statement of Cash Flows
Reviewed Audited
Provisional Annual R
Results Report Change 4
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2012 2012 2012
R’000 R’000 R’000
Operating activities
Cash utilised in operations (5,081) 1,405 6,486
Investment income 793 793 -
Finance costs (834) (834) -
Tax paid 1,857 1,857 -
From discontinued
operations (3,283) (9,769) (6,486)
Net cash utilised in
operating activities (6,548) (6,548) -
Investing activities
Additions to property,
plant and equipment (2 379) (2,379) -
Additions to
intangible assets - - -
Proceeds on disposal of
property, plant and equipment 32 32 -
Proceeds on disposal of
other financial assets 14,441 14,441 -
Proceeds on disposal
of associates 936 936 -
Proceeds on disposal
of investment 11,812 11,812 -
Other loans advanced (3 651) (3,651) -
By discontinued operations (16,978) (16,978) -
Net cash from
investing activities 4,213 4,213 -
Financing activities
Proceeds from loans 18 18 -
Repayment of loans (326) (326) -
Transaction with
non-controlling shareholders (240) (240) -
Proceeds from other
financial liabilities 117 117 -
Finance leases paid (128) (128) -
Proceeds on re-issue
of treasury shares - - -
Dividends paid (11,506) (11,506) -
By discontinued operations 14,766 14,766 -
Net cash from
financing activities 2,701 2,701 -
Net increase
in cash and cash equivalents 366 366 -
Cash at the beginning
of the year 66,521 66,521 -
Exchange losses (391) (391) -
Cash balances included
within assets
held for sale - - -
Total cash at
end of the year 66,496 66,496 -
Note 1:
IFRS 5: Non-current assets held for sale and discontinued operations provides that, in measuring the assets, liabilities, revenues, expenses, gains, losses and cash flows of a discontinuing operation for the purpose that standard , such items can be attributed to a discontinuing operation if they will be disposed of, settled, reduced, or eliminated when the discontinuance is completed. To the extent that such items continue after completion of the discontinuance, they should not be allocated to the discontinuing operation.
Subsequent to the issuance of the Company’s reviewed condensed consolidated annual financial statements on 13 December 2013, management of the Group finalised its assessment of the items to be attributed to discontinued and continuing operations. The finalisation of this assessment resulted in the reallocation of management related expenses of R10 920 148 (2012:R6 200 000) from discontinued operations to continuing operations due to these expenses not being expected to continue in the future. The finalisation of the assessment further resulted in the reallocation of other expenses of R5 890 968 (2012:R328 118) from continuing operations to discontinued operations as these expenses, incurred on behalf of discontinued operations, were not expected to continue in the future. Lastly, revenue generated by discontinued operations of R12 370 432 (2012:R13 176 143) was reallocated from discontinued operations to continuing operations as these revenues were expected to continue in the future. Immaterial balances of trade receivables and trade payables were also reallocated between continuing and discontinued operations.
As a result of the reallocations described above, amendments to the following notes were required in the Annual Report:
Condensed Segmental Analysis
IT Infrastructure Technology
Reviewed Reallocation
Provisional adjustment Annual
Results 2013 2013 Report
R’000 R’000 R’000
Revenue 35,540 3,214 38,754
Loss from
continuing operations (4,836) (4,030) (8,866)
Telecom Infrastructure
Reviewed Reallocation
Provisional adjustment Annual
Results 2013 2013 Report
R’000 R’000 R’000
Revenue 234,038 10,664 244,702
Profit from
continuing operations 1,764 10,628 12,392
Africa Site Maintenance
Reviewed Reallocation
Provisional adjustment Annual
Results 2013 2013 Report
R’000 R’000 R’000
Revenue 1,068 - 1,068
Loss from
continuing operations (6,735) (128) (6,863)
Corporate, Consolidation and Other
Reviewed Reallocation
Provisional adjustment Annual
Results 2013 2013 Report
R’000 R’000 R’000
Revenue - (1,517) (1,517)
(Loss)/profit from
continuing operations (30,264) 10,920 (19,344)
Total
Reviewed Reallocation
Provisional adjustment Annual
Results 2013 2013 Report
R’000 R’000 R’000
Revenue 270,646 12,361 283,007
(Loss)/profit from
continuing operations (40,071) 17,390 (22,681)
Investment income 520 - 520
Share of profits
of associates - - -
Impairment of goodwill
and other financial assets (58,667) - (58,667)
Finance costs (815) - (815)
(Loss)/profit before
tax from continuing
operations (99,033) 11,410 (87,623)
Condensed Segmental Analysis
IT Infrastructure Technology
Reviewed Reallocation
Provisional adjustment Annual
Results 2012 2012 Report
R’000 R’000 R’000
Revenue 23,679 12,003 35,682
(Loss)/profit from
continuing operations (11,563) 11,883 320
Telecom Infrastructure
Reviewed Reallocation
Provisional adjustment Annual
Results 2012 2012 Report
R’000 R’000 R’000
Revenue 214,802 188 214,990
(Loss)/profit from
continuing operations (3,759) 149 (3,610)
Africa Site Maintenance
Reviewed Reallocation
Provisional adjustment Annual
Results 2012 2012 Report
R’000 R’000 R’000
Revenue - 985 985
Profit from
continuing operations 364 829 1,193
Corporate, Consolidation and Other
Reviewed Reallocation
Provisional adjustment Annual
Results 2012 2012 Report
R’000 R’000 R’000
Revenue - - -
(Loss)/profit from
continuing operations (23,034) 6,190 (16,844)
Total
Reviewed Reallocation
Provisional adjustment Annual
Results 2012 2012 Report
R’000 R’000 R’000
Revenue 238,481 13,176 251,657
(Loss)/profit from
continuing operations (37,992) 19,051 (18,941)
Investment income 793 284 1,077
Share of profits of
associates 2,366 (2) 2,364
Impairment of goodwill
and other financial assets (30,151) - (30,151)
Finance costs (629) (284) (913)
(Loss)/profit before tax
from continuing
operations (65,613) 15,214 (50,399)
Statement of comprehensive income - discontinued operations
Reviewed Audited
Provisional Annual R
Results Report Change
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2013 2013 2013
R’000 R’000 R’000
Revenue 672,875 659,547 (13,328)
Other income, Investment
revenue and Share of
profits from associates 14,139 14,137 (2)
Expenses (759,872) (763,941) (4,069)
Loss before tax
from discontinued
operations (72,858) (90,257) (17,399)
Income tax (675) (673) 2
Loss after tax
from discontinued
operations (73,533) (90,930) (17,397)
Gain recognised
on sale of disposal group 19,075 19,075 -
Taxation on sale of
disposal group 1,358 1,357 (1)
Net gain recognised on
sale of disposal group 20,433 20,432 (1)
Impairment of goodwill
and other assets recognised
on the re-measurement of
disposal groups (68,154) (68,146) 8
Taxation on re-measurement
of assets of disposal group$ - - -
Net loss recognised on
the re-measurement of
disposal groups (68,154) (68,146) 8
Loss for the year
from discontinued operations (121,254) (138,644) (17,390)
$ No deferred taxation asset has been recognised in respect of the re-measurement of the disposal group to fair value less cost to sell as it is not expected that the Group will record future taxable capital gains against which the deferred tax asset can be utilised.
Statement of comprehensive income - discontinued operations
Reviewed Audited
Provisional Annual R
Results Report Change
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2012 2012 2012
R’000 R’000 R’000
Revenue 767,307 754,131 (13,176)
Other income, Investment
revenue and Share of
profits from associates 3,517 3,517 -
Expenses (748,490) (754,362) (5,872)
Profit before
tax from discontinued
operations 22,334 3,286 (19,048)
Income tax (3,146) (3,146) -
Profit after
tax from discontinued
operations 19,188 140 (19,048)
Profit for the
year from discontinued
operations 19,188 140 (19,048)
$ No deferred taxation asset has been recognised in respect of the re-measurement of the disposal group to fair value less cost to sell as it is not expected that the Group will record future taxable capital gains against which the deferred tax asset can be utilised.
The major classes of assets and liabilities of the disposal groups Sizwe and Telesto are as follows:
Reviewed Audited
Provisional Annual R
Results Report Change
year ended year ended year ended
31-Aug 31-Aug 31-Aug
2013 2013 2013
R’000 R’000 R’000
Assets classified as
held for sale
Property and equipment 27,114 27,114 -
Intangible assets 235 235 -
Goodwill 288 288 -
Other financial assets 18,274 28,447 10,173
Inventories 32,451 32,451 -
Trade and other
receivables 164,211 164,211 -
Other assets 18,553 9,312 (9,241)
261,126 262,058 932
Liabilities classified
as held for sale
Other financial liabilities 9,034 7,653 (1,381)
Finance lease obligations 16,477 16,477 -
Other liabilities 112,805 115,118 2,313
138,316 139,248 932
The changes above relate to the amendment of the classification between other assets, other financial assets, other liabilities and other financial liabilities of the disposal groups held for sale as follows:
-Allocation of other assets of R10 173 000 to other financial assets based on the nature of these items as financial assets.
-Allocation of other financial liabilities of R2 313 000 to other liabilities based on the nature of these items as non-financial liabilities.
-Reallocation of negative cash balances of R932 000 incorrectly netted off against other financial assets.
Note 2:
Restated Other Accrued Expenses include amounts reclassified from Provisions to Trade and Other Payables as well as amounts reclassified from Trade and Other Payables to Deferred Income to enhance the comparability of the annual financial statements. The amounts reclassified from Provisions to Trade and Other Payables relate to product related accruals previously disclosed as Provisions for Product Warranties which should have been disclosed as Trade and Other Payables due to the obligation of the Group in relation to these items already having existed at year-end. The amounts reclassified from Trade and Other Payables to Deferred Income relate to items which are separately disclosed in the Annual Report due to their nature as deferred revenue.
The impact of the above is as follows:
Group
Restated Reported Restated Reported
year year year year
ended ended ended ended
31-Aug 31-Aug 31-Aug 31-Aug
R’000 2012 2012 2011 2011
Other accrued
expenses 2,125 1,351 - 908
Provisions - 2,125 - -
Deferred income 1,351 - 908 -
3,476 3,476 908 908
Note 3:
Raising fees in the amount of R599 000, capitalised to the outstanding amount due on loans, were incorrectly disclosed as proceeds from loans. These raising fees have been disclosed as a non-cash flow adjustment to the cash utilised in operations of the Group in the Annual Report.
Note 4:
The modifications to the statement of cash flows of the Group relate to the following in respect of the year ended 31 August 2013:
-Incorrect calculation of working capital movements due to the impact of elimination journals accounted for on the discontinued operations included in the opening balance not having been taken into account previously.
-The elimination journal entries (described in note 1) were not taken into account when the split between continuing and discontinued operations were determined.
-The movement in the provisions changed as a result of a prior period adjustment that was accounted for as described in note 2. This also resulted in a change in working capital.
-Non-cash movements were not correctly determined.
The modifications to the statement of cash flows of the Group relate to the following in respect of the year ended 31 August 2012:
-The split between continuing and discontinued operations was not accurately determined.
NOTICE OF ANNUAL GENERAL MEETING (“AGM”)
Notice is hereby given that the AGM of shareholders of the Company will be held at the offices of AfrAsia Corporate Finance, Ground Floor, Oxford Corner, Cnr Oxford & Jellicoe Avenue, Rosebank at 10:00 on Monday, 12 May 2014 to consider and, if deemed fit, to pass, with or without modification, the ordinary and special resolutions contained in the notice of AGM forming part of the integrated annual report.
Shareholders or their proxies may participate in the annual general meeting by way of telephone conference call at their own cost. Shareholders or their proxies who wish to participate in the annual general meeting via the teleconference facility will be required to advise the company thereof by no later than 10h00 on Friday, 9 May 2014 by submitting, by email to the financial director at peter@thundercapital.co.za or by fax to be faxed to +27 86 506 1167, for the attention of the financial director relevant contact details including email address, cellular number and landline, as well as full details of the shareholder’s title to the shares issued by the company and proof of identity, in the form of copies of identity documents and share certificates (in the case of certificated shareholders), and (in the case of dematerialised shareholders) written confirmation from the shareholder’s CSDP confirming the shareholder’s title to the dematerialised shares. Upon receipt of the required information, the shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the annual general meeting.
Shareholders who wish to participate in the annual general meeting by way of telephone conference call must note that they will not be able to vote during the annual general meeting. Such shareholders, should they wish to have their vote counted at the annual general meeting, must, to the extent applicable: (i) complete the form of proxy; or (ii) contact their CSDP or broker, in both instances, as set out above.
Salient dates and times in respect of the AGM
Record date in order to be eligible
to receive the notice of AGM: Thursday, 20 March 2014
Last day to trade in order to be
eligible to vote at the AGM: Wednesday, 23 April 2014
Record date in order to be
eligible to vote at the AGM: Friday, 2 May 2014
Last day to lodge forms of
proxy for the AGM (by 10:00) Thursday, 8 May 2014 *
Annual General Meeting Monday, 12 May 2014
* Any proxies not lodged by this time must be handed to the chairman of the AGM immediately prior to the AGM.
Johannesburg
31 March 2014
Corporate adviser: AfrAsia Corporate Finance Proprietary Limited
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Date: 31/03/2014 04:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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