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GIJIMA GROUP LIMITED - Audited results for the year ended 30 June 2014

Release Date: 30/09/2014 08:33
Code(s): GIJ     PDF:  
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Audited results for the year ended 30 June 2014

Gijima Group Limited 
(previously Gijima Ast Group Limited)
Registration number 1998/021790/06
Share code: GIJ ISIN: ZAE000176533
("Gijima" or "the Group" or "the Company")

Audited results for the year ended 30 June 2014

HIGHLIGHTS

- Black ownership 75,9%
- Level 2 BBBEE
  Rating score of 86,3%

Achieved 100%
Private Sector
Contract Renewals

Repaid
R41 million
debentures

Significant right-sizing of
the business achieved –
R200 million savings

Recapitalisation
of business
underway

Summarised consolidated income statement
for the year ended 30 June 2014
                                                                              Audited        Audited   
                                                                         30 June 2014   30 June 2013   
                                                                 Notes          R'000          R'000   
Continuing operations                                                                                  
Revenue                                                                     1 518 643      1 848 388   
Other operating income                                                         18 984            493   
Income                                                                      1 537 627      1 848 881   
Loss before interest, tax, depreciation and amortisation                                               
charges (EBITDA)                                                             (88 724)      (290 356)   
Depreciation and amortisation charges                                        (36 949)       (45 240)   
Operating loss before financing costs                                3      (125 673)      (335 596)   
Finance income                                                                  7 193          2 878   
Finance expenses                                                             (31 407)       (38 560)   
Net finance expense                                                          (24 214)       (35 682)   
Loss before tax from continuing operations                                  (149 887)      (371 278)   
Income tax                                                                    (2 470)         78 044   
Loss for the year from continuing operations                                (152 357)      (293 234)   
Attributable to:                                                                                       
Owners of the parent                                                        (153 304)      (294 639)   
Non-controlling interest                                                          947          1 405   
                                                                            (152 357)      (293 234)   
Discontinued operations                                                                                
Profit from discontinued operation, net of tax                                      –         82 471   
Loss for the year                                                           (152 357)      (210 763)   
Attributable to:                                                                                       
Owners of the parent                                                        (153 304)      (212 168)   
Non-controlling interest                                                          947          1 405   
                                                                            (152 357)      (210 763)   
Weighted average number of shares (000's)                            5        198 078        50 955#   
Diluted number of shares (000's)                                     5        198 078        50 955#   
Number of shares in issue (000's)                                    5        198 078       198 078#   
Loss per share – consolidated operations                                                               
Basic loss per ordinary share (cents)                                5        (77,40)      (416,38)#   
Diluted loss per ordinary share (cents)                              5        (77,40)      (416,38)#   
Loss per share – continuing operations                                                                 
Basic loss per ordinary share (cents)                                5        (77,40)      (578,23)#   
Diluted loss per ordinary share (cents)                              5        (77,40)      (578,23)#   

# Restated from the share consolidation (refer to note 5).                                         

Summarised consolidated statement of comprehensive income
for the year ended 30 June 2014
                                                                              Audited       Audited   
                                                                         30 June 2014  30 June 2013   
                                                                                R'000         R'000   
Loss for the year                                                           (152 357)     (210 763)   
Other comprehensive income                                                                         
Items that may be reclassified subsequently                                                        
to profit or loss                                                                                  
Currency translation differences of foreign operations                              –        44 176   
Currency translation on the net investments of foreign operations                   –        12 988   
Reclassification of currency translation on investments of foreign                                 
operations from non-distributable reserves                                          –      (38 836)   
Reclassification of currency translation differences from                                          
other comprehensive income                                                          –        38 341   
Income tax on other comprehensive income                                            –       (2 825)   
                                                                                    –        53 844   
Items that may not be reclassified subsequently to profit                                          
or loss                                                                                                
Revaluation of property, plant and equipment                                    3 553             –   
                                                                                3 553             –   
Total comprehensive income for the year                                     (148 804)     (156 919)   
Attributable to:                                                                                   
Owners of the parent                                                        (150 817)     (158 324)   
Non-controlling interest                                                        2 013         1 405   
                                                                            (148 804)     (156 919)   
Notes to the condensed consolidated financial statements

1   Statement of compliance

    The summary consolidated financial statements for the year ended 30 June 2014 are prepared in accordance
    with the requirements of the JSE Limited Listings Requirements for provisional reports, and the requirements of
    the Companies Act applicable to summary financial statements. The Listings Requirements require provisional
    reports to be prepared in accordance with the framework concepts and the measurement and recognition
    requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides
    as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial
    Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim
    Financial Reporting. The accounting policies applied in the preparation of the consolidated financial statements,
    from which the summary consolidated financial statements were derived, are in terms of International Financial
    Reporting Standards and are consistent with the accounting policies and methods of computation applied in
    the preparation of the previous consolidated annual financial statements except as described in note 2 below.
    These summarised consolidated financial statements do not include all of the information required for full
    financial statements, and should be read in conjunction with the consolidated financial statements of the Group
    as at and for the year ended 30 June 2014.

    This summarised report is extracted from audited information, but is not itself audited. The financial statements
    were audited by KPMG Inc, who expressed a modified opinion thereon with an emphasis of matter paragraph
    which indicates "the existence of a material uncertainty which may cast significant doubt on the company and
    subsidiaries abilities to continue as going concerns". Their opinion is not qualified in respect of this matter.

    The directors take full responsibility for the preparation of the provisional report and the financial information has
    been correctly extracted from the underlying annual financial statements.

    Their audit report is available for inspection at the company's registered office. The Group's June 2014 results
    are available to the user on the company's website: www.gijima.com

    The summarised consolidated financial statements have been prepared by Pierre Joubert CA(SA), the Group
    Manager, Financial Accounting.

    These summarised consolidated financial statements were approved by the Board of Directors on 30 September
    2014.

2   Significant accounting policies

    The Group has adopted the following policies:

    - As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has
      control and consequently whether it consolidates its investees. IFRS 10 (2011) introduces a new control
      model that focuses on whether the Group has power over the investee, exposure or rights to variable returns
      from its involvement with the investee and ability to use its power to effect those returns. The result of the
      change in policy had no impact on the consolidated financial statements in terms of consolidating subsidiaries
      within the Group.

    - As a result of IFRS 10, the disclosure of interest in other entities, "Special Purpose Entities" (SPEs) is no
      longer defined and has been replaced by Structured Entities with expanded recognition requirements. The
      previously consolidated SPE, GijimaAst Finance Proprietary Limited, is now consolidated as a structured
      entity. Result of the change in policy had no impact on the consolidated financial statements in terms of
      consolidating the Structured Entity within the Group.

    - IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value
      measurements when such measurements are required or permitted by other IFRSs. The Group has applied
      the new fair value measurement prospectively and has not provided any comparative information for new
      disclosures. Notwithstanding the above, the change had no significant impact on the measurements of the
      Group's assets and liabilities.

    - As a result of IFRS 12, the disclosures of interest in other entities were expanded in subsidiaries.

                                                                        Audited        Audited   
                                                                   30 June 2014   30 June 2013   
                                                                          R'000          R'000   
3   Operating loss before financing costs  
                                                      
The following material items have been included in                                               
the calculation of operating loss                                                                
Continuing operations                                                                            
Exchange rate gains/(losses) on translation of                                                   
foreign currency                                                            329        (3 703)   
Exchange rate losses on reclassification of currency translation                                 
on net investments from non-distributable reserves                            –        (2 496)   
Reclassification of currency translation differences of foreign                                  
operations from other comprehensive income                                    –       (38 341)   
Loss on sale of property, plant and equipment                              (83)          (347)   
Decrease/(increase) of provision for impairment of                                               
trade receivables                                                        49 389       (78 493)   
Bad debts written off                                                  (64 574)              –   
                                                                       (14 939)      (123 380)   

Summarised consolidated statement of changes in equity                                                                                                        
for the year ended 30 June 2014                                   Share      Share  Distributable  Non-distributable             Non-controlling      Total   
                                                                capital    premium       reserves           reserves      Total         interest     equity   
Group                                                             R'000      R'000          R'000              R'000      R'000            R'000      R'000   
Balance at 1 July 2012                                              961    641 710      (363 867)           (45 902)    232 902          (3 010)    229 892   
(Loss)/profit for the year                                                              (212 168)                  –  (212 168)            1 405  (210 763)   
Other comprehensive income                                                                                                                                    
Currency translation differences                                                                –             41 351     41 351                –     41 351   
Reclassification of currency translation differences                                            –             38 341     38 341                –     38 341   
Currency translation on net investments                                                         –           (25 848)   (25 848)                –   (25 848)   
Total comprehensive income for the year                               –          –      (212 168)             53 844  (158 324)            1 405  (156 919)   
Transactions with owners, recorded directly in equity                                                                                                         
Conversion to no-par value share capital                        641 710  (641 710)              –                  –          –                –          –   
Rights issue of shares                                          150 000          –              –                  –    150 000                –    150 000   
Share issue expenses                                           (14 592)          –              –                  –   (14 592)                –   (14 592)   
Total transactions with owners                                  777 118  (641 710)              –                  –    135 408                –    135 408   
Balance at 30 June 2013                                         778 079          –      (576 035)              7 942    209 986          (1 605)    208 381   
(Loss)/profit for the year                                                              (153 304)                  –  (153 304)              947  (152 357)   
Other comprehensive income                                                                      –                  –          –                –          –   
Items that may not be reclassified subsequently to profit or loss                                                                                             
Revaluation of land and buildings                                                               –              2 487      2 487            1 066      3 553   
Total comprehensive income for the year                               –          –      (153 304)              2 487  (150 817)            2 013  (148 804)   
Balance at 30 June 2014                                         778 079          –      (729 339)             10 429     59 169              408     59 577   

                                                                               Audited       Restated   
                                                                          30 June 2014   30 June 2013   
                                                                  Notes          R'000          R'000   
4   Headline loss     
                                                                              
    Loss per share – consolidated operations                                                            
    Headline loss per ordinary share (cents)                          5        (77,37)       (516,28)   
    Diluted headline loss per ordinary share (cents)                  5        (77,37)       (516,28)   
    Calculation of headline earnings/(loss)                                                             
    Loss attributable to owners of the parent                                (153 304)      (212 168)   
    Reclassification of currency translation differences from                                           
    non-distributable reserves                                                       –         38 341   
    Reclassification of currency translation on net investments                                         
    from non-distributable reserves                                                  –       (38 836)   
    Tax effect of reclassification on net investments                                –         12 811   
    Profit on disposal of business                                                   –       (63 479)   
    Loss on sale of property, plant and equipment                                   83            358   
    Tax effect                                                                    (23)          (100)   
    Headline loss                                                            (153 244)      (263 073)   
    Loss per share – continuing operations                                                              
    Headline loss per ordinary share (cents)                          5        (77,37)       (497,60)   
    Diluted headline loss per ordinary share (cents)                  5        (77,37)       (497,60)   
    Calculation of headline loss                                                                        
    Loss attributable to owners of the parent                                (153 304)      (294 639)   
    Reclassification of currency translation differences                                                
    from other comprehensive income                                                  –         38 341   
    Reclassification of currency translation on net investments                                         
    from non-distributable reserves                                                  –          2 496   
    Loss on sale of property, plant and equipment                                   83            347   
    Tax effect                                                                    (23)           (97)   
    Headline loss                                                            (153 244)      (253 552)   

5   Share consolidation

    On 9 May 2013 the shareholders approved a share consolidation of one share for every 20 held. Consolidated
    shares began trading under the new ISIN ZAE000176533 with effect from commencement of business on Monday,
    15 July 2013. The record date in respect of the share consolidation was Friday, 19 July 2013 and the consolidated
    shares issue was performed on Monday, 22 July 2013.

    The impact of the share consolidation is:

    - Authorised share capital of 5 000 000 000 consolidates to 250 000 000 ordinary share capital of no-par value.
    - Issued share capital of 3 968 357 379 consolidates to 198 417 869 ordinary share capital of no-par value.

    6 792 070 (2013: 6 792 070) shares are held by Gijima Holdings Proprietary Limited, a wholly owned subsidiary
    of Gijima Group Limited, from the 2009 financial year before the share consolidation. Subsequent to the share
    consolidation the shares held by Gijima Holdings Proprietary Limited is: 339 604 (2013: 339 604).

    As a result of the share consolidation, the following was restated in the prior year: (consolidation of one share for
    every 20 held).
                                                          Restated*                  
                                                       30 June 2013   30 June 2013   
    Weighted average number of shares (000's)                50 955      1 019 100   
    Diluted number of shares (000's)                         50 955      1 019 100   
    Number of shares in issue (000's)                       198 078      3 961 565   
    Loss per share – consolidated operations                                         
    Basic loss per ordinary share (cents)                  (416,38)        (20,82)   
    Diluted loss per ordinary share (cents)                (416,38)        (20,82)   
    Loss per share – continuing operations                                           
    Basic loss per ordinary share (cents)                  (578,23)        (28,91)   
    Diluted loss per ordinary share (cents)                (578,23)        (28,91)   
    Loss per share – consolidated operations                                         
    Headline loss per ordinary share (cents)               (516,28)        (25,82)   
    Diluted headline loss per ordinary share (cents)       (516,28)        (25,82)   
    Loss per share – continuing operations                                           
    Headline loss per ordinary share (cents)               (497,60)        (24,88)   
    Diluted headline loss per ordinary share (cents)       (497,60)        (24,88)   

    * The prior year loss per ordinary share had also been restated for the prior year rights issue.

                                                                               Audited   
                                                                          30 June 2014   
                                                                                 R'000   
6   Unrecognised deferred tax assets 
                                                
    Deductible temporary differences (will never expire) – current year         56 249   

    In view of the company's financial position at year end, it was decided not to increase the deferred tax asset by the
    current year's deferred tax movement of R56,2 million. In assessing the recoverability of the deferred tax asset at
    year end, we are satisfied that no impairments are required based on our budget and forecasts, as sufficient taxable
    income will be generated against which the remaining deferred tax can be utilised.

    The forecasts were based on managements' expectations of future outcomes taking into account past experience,
    future trends in the ICT industry and taking into account the Group's turnaround strategy.

    The forecasts to access the recoverability of the deferred tax was estimated taking into account the following:

    - the average revenue growth levels expected over six years of 9,0%.
    - the cash flow projections were based on a six year forecast.

    Sensitivity:
    A 10 percent under performance against the six-year forecast would result in an additional R15,8 million unrecognised
    deferred tax asset.

7   Subsequent events and going concern

    The group incurred a net loss for the year ended 30 June 2014 of R153 million (2013 continuing operations: R294 million). 
    Although good progress has been made with its turnaround activities, Gijima continues to experience tough trading conditions, 
    which has resulted in the group not complying with the financial covenants related to the group's borrowings of R213 million 
    in terms of the securitisation of debtors. The aforementioned breaches were condoned at year end. 

    The group has entered into a new agreement with the financiers subsequent to year-end in which, inter alia, the repayment terms 
    of the loans, of  which R107 million is currently disclosed as short-term, have been extended to be repayable in equal tranches 
    of R52.5 million on 30 June 2017, 30 June 2018, 30 June 2019 and 30 June 2020 respectively. The company can confirm that it will 
    be able to pay its obligations when they become due and comply with securitisation financial covenants based on budgeted and 
    forecasted cash flows in future. With effect from the Signature Date, the margin applicable on each of the Senior Debentures 
    shall increase from 450 basis points to 600 basis points. For the avoidance of doubt, each of the Senior Debentures deferred for 
    redemption will, as from the Signature Date have a margin of 600 basis points. The loan covenant requirements have also been relaxed 
    to be in line with future budgets and forecasts. This is subject to the rights issue, which is further elaborated on below.

    The group has determined a need to raise R100 million which will be performed by way of a rights offer, subject to approvals by the 
    Shareholders, Johannesburg Stock Exchange and all other required approvals. This is fully underwritten by the Group's major shareholder, 
    the Guma Group of companies. 

    In addition to the extension of the repayment terms of the  R213 million loan together with the capital injection of a R100 million 
    through a rights offer mentioned above, the group has budgeted and forecasted for cash flows in future, which will generate sufficient 
    cash flows and reserves to allow the company to pay its obligations when they become due and comply with securitisation financial 
    covenants, thus continuing as a going concern.

    The ability of the company and its subsidiaries to continue as a going concern depends on  both achieving its future budgets and 
    forecasts and the raising of capital through the rights issue which is subject to various approvals.

    Should any of the above conditions not be met there exists a material uncertainty which may cast significant doubt about the company and 
    subsidiaries' abilities to continue as going concerns and, therefore that they may be unable to realise their assets and discharge their 
    liabilities in the normal course of business. 

    The financial statements are prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds 
    will be available to finance future operations and that the realisation of assets and settlement of liabilities will occur in the ordinary 
    course of business.  

8   Contingent liabilities

    At 30 June 2014 the Group had contingent liabilities in respect of registered performance bonds, bank lease and
    other guarantees to the value of R10,3 million (June 2013: R12,1 million).

9   Segment analysis

    From 1 July 2013, the Group implemented a new reporting structure comprising Professional Services, Managed
    Services (combined represents Service Assets) and Specialised Solutions.

    This represents a change from Systems Engineering, Services and Discrete Solutions segments previously reported.
    As a result the segmental analysis have been restated.

    The re-organisation of the company operating model has resulted in a shift in the primary reporting view from
    Systems Engineering, Services and Discrete Solutions to that of Service Assets (Professional Services and Managed
    Services) and Discrete Solutions.

Summarised consolidated segmental analysis
for the year ended 30 June 2014
                                                                           Audited       Restated   
                                                                      30 June 2014   30 June 2013   
                                                                             R'000          R'000   
Revenue                                                                         
Professional Services                                                      369 152        388 967   
Managed Services                                                           791 863      1 010 122   
Specialised Solutions                                                      364 713        459 196   
MineRP Businesses                                                                –         86 017   
                                                                         1 525 728      1 944 302   
Elimination of discontinued operations                                           –       (86 017)   
Internal revenue adjustment                                                (7 085)        (9 897)   
Consolidated revenue                                                     1 518 643      1 848 388   
Segment results                                                                 
Professional Services                                                     (81 724)      (203 101)   
Managed Services                                                          (32 804)       (82 469)   
Specialised Solutions                                                       31 383         38 448   
MineRP Businesses                                                                –         83 082   
MineRP Businesses segment results                                                –       (21 729)   
Reclassification of currency translation on net                                 
investments as part of disposal of business                                     
from non-distributable reserves                                                  –         41 332   
Profit on disposal of business                                                   –         63 479   
Consolidated segment results                                              (83 145)      (164 040)   
Discontinued operations                                                          –       (88 260)   
Elimination of discontinued operations                                           –         16 551   
Elimination of reclassification of currency translation on net                                      
investments as part of disposal of business from non-                                               
distributable reserves                                                           –       (41 332)   
Elimination of profit on disposal of business                                    –       (63 479)   
                                                                          (83 145)      (252 300)   
Unallocated expenses                                                      (66 742)      (118 978)   
Other corporate expenses                                                  (34 426)       (22 005)   
Retrenchment costs                                                         (6 070)       (16 393)   
Loss on sale of property, plant and equipment and intangible assets           (83)          (358)   
Withholding taxes written off                                              (2 278)              –   
Reclassification of currency translation differences from                                           
non-distributable reserves                                                       –       (38 341)   
Reclassification of currency translation of net investments from                                    
non-distributable reserves                                                       –        (2 496)   
Exchange rate gains/(losses) on translation                                    329        (3 703)   
Net financial expense                                                     (24 214)       (35 682)   
Consolidated loss before tax of continuing operations                    (149 887)      (371 278)   

Summarised consolidated statement of financial position
as at 30 June 2014

                                                          Audited        Audited   
                                                     30 June 2014   30 June 2013   
                                                            R'000          R'000   
ASSETS                                                                             
Non-current assets                                        397 504        440 478   
Property, plant and equipment                              66 287         66 590   
Intangible assets and goodwill                            112 868        123 877   
Trade and other receivables                                15 543         14 458   
Deferred tax assets                                       202 806        235 553   
Current assets                                            380 038        601 691   
Inventories                                                31 272         26 741   
Trade and other receivables                               267 180        371 965   
Current tax assets                                            221              –   
Cash and cash equivalents                                  81 365        202 985   
Total assets                                              777 542      1 042 169   
EQUITY AND LIABILITIES                                                             
Total shareholders' equity                                 59 169        209 986   
Non-controlling interest                                      408        (1 605)   
Non-current liabilities                                   172 600        285 341   
Interest-bearing liabilities                              121 824        202 765   
Operating lease liability                                  21 229         20 282   
Deferred tax liabilities                                   29 547         62 294   
Current liabilities                                       545 365        548 447   
Trade and other payables                                  416 437        452 649   
Short-term portion of interest-bearing liabilities        114 444         50 000   
Provisions                                                 14 484         41 155   
Bank overdrafts                                                 –          4 404   
Current tax liabilities                                         –            239   
Total equity and liabilities                              777 542      1 042 169   

Summarised consolidated statement of cash flows
for the year ended 30 June 2014

                                                                    Audited        Audited   
                                                               30 June 2014   30 June 2013   
                                                                      R'000          R'000   
Cash flows from operating activities                                                         
Cash used in operations before working capital changes             (71 772)      (170 904)   
Working capital changes                                              33 247         94 982   
Net finance expense                                                (26 021)       (31 312)   
Interest received                                                     6 122          2 889   
Interest paid                                                      (32 143)       (34 201)   
Tax paid                                                            (2 930)        (4 317)   
Net cash used in operating activities                              (67 476)      (111 551)   
Cash flows from investing activities                                                         
Purchase of intangible assets                                         (139)        (2 803)   
Net purchases of property, plant and equipment and disposals        (5 427)       (11 411)   
Payment of amounts due to vendors                                         –        (1 915)   
Short-term loan paid to sub-contractor                                    –       (28 538)   
Proceeds from the disposal of business                                    –        175 000   
Cash and cash equivalents from disposal of business                       –       (22 678)   
Net cash (used in)/generated from investing activities              (5 566)        107 655   
Cash flows from financing activities                                                         
Proceeds from rights issue                                                –        150 000   
Repayment of short-term borrowings                                 (44 174)       (49 966)   
Payment of share issue expenses                                           –       (14 592)   
Proceeds from bridge funding                                              –         50 000   
Repayment of bridge funding                                               –       (50 000)   
Net cash (used in)/generated from financing activities             (44 174)         85 442   
Net (decrease)/increase in cash and cash equivalents              (117 216)         81 546   
Cash and cash equivalents at the beginning of the year              198 581        117 035   
Cash and cash equivalents at the end of the year                     81 365        198 581   

Commentary
Highlights – Steady Progress on Turnaround Achieved

UP EBITDA achieved by loss significantly reduced from R290 million to R89 million
UP Targeted savings of R200 million per annum achieved
UP Significant annuity contract renewals achieved – R1,6 billion
UP Significant loss reduction achieved in large project from R160 million to R60 million
UP R41 million debt repayment achieved
UP Permanent Executive Chairman, CEO, CFO, COO, HRE and CSO (Chief Sales Officer)
   appointments achieved
UP Recapitalisation agreements concluded, and being announced
LEVEL Empowerment Levels remain at Level 2 AAA, BBBEE rating, with 75,95% black ownership
LEVEL Top line pressure remains
UP New markets in SOEs and Africa showing positive early signs

Review of performance
Gijima is one of South Africa's leading Information, Communication and Technology (ICT) Services groups and
our Level 2 AAA empowerment rating makes us one of the top 20 most empowered JSE-listed companies.
The percentage black ownership is 75,97%. Gijima offers application services, infrastructure configuration and
implementation, as well as end-to-end managed outsource services through our national footprint.

Business profitability has improved significantly, with EBITDA showing a 69% improvement from the prior year loss
of R290 million to a loss of R89 million. The turnaround strategy is showing significant traction and as we have now
stabilised the business, the focus can now be on ensuring revenue generation is at the required levels. Pressure
on top line performance, with revenues 17% down compared to June 2013; 60% of our private sector revenue is
generated from the Mining and Industrial sector, and the Group was negatively impacted by the series of mining
and manufacturing sector issues over the last year. The revenue is also reflective of the full effect of the expiry of two
significant contracts from FY 2012, as well as customer delays in awarding contracts.

Significant contract renewals
Over the year, R1,6 billion from the renewal of contracts with key clients together with, in some instances an
increased scope, has been concluded. This is an important indication that the continued efforts to retain significant
clients, even in the face of stiff opposition, demonstrate our capability and they are a testament to our ability to
provide service delivery excellence.

Turnaround
The turnaround activities progressed well and reflect in the numbers as is evident in the improved EBITDA.
The efficiency drive has resulted in the achievement of targeted cost savings of some R200 million per annum. This
was achieved without exceeding the industry norm in terms of staff turnover. Strong focus in all areas of the business
continues to ensure profitability and to provide a sound basis for growth, and in particular the development of a
high-performance sales environment.

Business recapitalisation
Our executive Chairman's Guma group of companies, the lead shareholder, has agreed to fully underwrite a
R100 million rights offer. Other major shareholders have given irrevocable undertakings to support the rights offer. 
Furthermore, Gijima renegotiated a debenture capital repayment holiday for two years, along with new covenants in line 
with the turnaround strategy adopted by the board.

Overview of specific businesses within Gijima

-   The Professional Services division houses the Company's various project environments, including custom
    and packaged application solutions, as well as application development and support.
    The division experienced a disappointing six months, ending the year 5% down on revenue compared to June
    2013. While incurring a loss of R82 million for the year, this environment improved by R121 million compared to
    the previous year. The R82 million includes R63 million from a single loss-making project.

-   The Managed Services division is responsible for the outsourcing and applications support businesses which
    includes field operations for end-user computing, an integrated services centre, mobility solutions and Unified
    Communications.

    Revenue for the division was 22% lower than the comparative year, predominantly as a result of the full effect of
    the expiry of two major contracts during the second half of 2012. The loss position improved significantly from
    R82 million in the prior year to R33 million in the current year, as cost improvement programmes take effect.

-   The Specialised Solutions division which includes the training and Human Resources placement business,
    voice business (with our partner NEC) delivered solid results for the year.
 
    The Namibian operation disappointed, falling short of budget and the comparative year's performance for
    both revenue and profitability due to pending legislative changes in Namibia related to foreign owned companies.
    The Group's efforts to remedy this were not realised in the results for the year.

The targeted 70:30 split of business between private and public sector remains a key objective. The public sector
business remained at 35% for the year ended 30 June 2014.

Dividends
No dividend has been declared for the year.

Leadership
Since implementing our turnaround strategy the following major changes have been made in the top management
structure:

- Robert Gumede was appointed Executive Chairman on 10 October 2013;
- Eileen Wilton was appointed CEO on 10 October 2013;
- Ernst Roth was appointed CFO on 1 April 2014;
- Maphum Nxumalo was appointed as Chief Operating Officer on 1 July 2014;
- Bill Hoggarth was appointed as Chief Sales Officer on 1 May 2014;
- Bheki Khumalo was appointed as Human Resources Executive on 10 June 2014; and
- A number of other significant appointments have been made in the executive management committee.

Finance charges and tax
Lower finance charges were incurred for the year due to reduced debenture holdings following redemptions of
R41 million that were made during the financial year under review.

The Group's calculated tax loss for the 2014 financial year amounted to R56,3 million which has not been recognised
as a deferred tax asset in view of the current year loss.

Outlook
Service delivery excellence remains the bedrock of the organisation, and significant efforts are being made to build
on this to ensure that the material improvements to date are continued. New markets are also being explored,
specifically in Africa and in state-owned entities which are beginning to show traction. Gijima counts 14 of the
top 25 JSE-listed companies as clients which is evidence that the Company remains a key player in the ICT industry
in South Africa. The turnaround strategy is showing significant progress in terms of cost reduction and a return to
profitability. Gijima continues to attract and retain top talent.

RW Gumede               EA Wilton                     GE Röth
Executive Chairman      Chief Executive Officer       Chief Financial Officer

30 September 2014

Directors:
Mr RW Gumede (Executive Chairman)
Ms EA Wilton (Chief Executive Officer)
Mr GE Röth (Chief Financial Officer)
Mr M Macdonald*
Mr JCL van der Walt *
Mr AH Trikamjee*
Dr MHR Bussin*
Ms SV Zilwa*
Mr RT Edmond*
*Non-executive

Company Secretary:
Ithemba Governance and Statutory Solutions
Proprietary Limited
Monument Office Park, Block 5
Suite 102, 79 Steenbok Avenue, Monument Park, 0181

Registered Office:
47 Landmarks Avenue, Kosmosdal, Samrand, South Africa
(012) 675 5000

Transfer Secretaries:
Link Market Services South Africa Proprietary Limited
(Registration number 2000/007239/07)
13th Floor, Rennie House
19 Ameshoff Street, Braamfontein, 2001
(PO Box 4844, Johannesburg, 2000)

Sponsor:
RAND MERCHANT BANK
(A division of FirstRand Bank Limited)

www.gijima.com

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