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SOUTHERN VIEW FINANCE LTD - Notice of annual general meeting, distribution of circular and draft prospectus and release of results

Release Date: 29/10/2014 15:00
Code(s): SVF SVFB     PDF:  
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Notice of annual general meeting, distribution of circular and draft prospectus and release of results

SOUTHERN VIEW FINANCE LIMITED
(Incorporated in Bermuda with registration number 47305)
Class A share codes: BSX: SVF.BH            JSE: SVF                 ISIN: BMG829251013
Class B share codes: BSX: SVFB.BH           JSE: SVFB                ISIN: BMG 829251195
("SVF" or "the Company")



NOTICE OF ANNUAL GENERAL MEETING (“AGM”), DISTRIBUTION OF CIRCULAR AND
DRAFT PROSPECTUS AND RELEASE OF RESULTS


Annual General Meeting

Shareholders of SVF (“Shareholders”) are advised that the Company will hold its AGM at 09h00
Bermuda time and 14h00 South African time on Thursday, 20 November 2014. The AGM will be
held at the Company’s registered offices at Mercury House, 101 Front Street, Hamilton,
Bermuda. Shareholders wishing to attend and participate in the meeting in South Africa may do
so via teleconference facilities that will be made available at the offices of ENSafrica, 2 nd Floor
La Gratitude Office Park, 97 Dorp Street, Stellenbosch, Western Cape.

Distribution of circular and draft prospectus

The Company has, today, Wednesday, 29 October 2014, distributed to all Shareholders a
circular and draft prospectus relating to the AGM and the matters to be considered at the AGM,
as detailed below. Shareholders can also access these documents from the “Investors” page of
the Company’s website at www.southernviewfinance.com.

The following matters will be considered at the AGM, namely:

   - presentation of the consolidated audited financial statements of SVF for the period
     ended 30 June 2014 (“AFS”). The full AFS have been distributed to Shareholders today;
   - approval of the re-appointment of directors who have retired by rotation;
   - approval of directors’ remuneration payable for the year ended 30 June 2014;
   - approval of the re-appointment of PriceWaterhouseCoopers Ltd as auditors of the
     Company;
   - approval of the directors authority regarding the determination of the remuneration
     payable to the auditors;
   - approval of various proposed amendments to the Bye-Laws of the Company; and
   - approval of the proposed specific issue of Class A shares for cash to certain
     Shareholders.

Results announcement and correction to trading update

Further to the announcement published on 20 October 2014 relating to the release of a trading
update based on unaudited results and business metrics as at 30 June 2014 (“Trading
Update”), the Company hereby confirms that the AFS have, since, been approved by SVF’s
audit committee and reported on by its auditors. The AFS reveal that the consolidated profits for
the year ended 30 June 2014 of the SVF group of companies (“SVF Group”) amounts to
R51 789 445, which is R2 473 407 less than that which was reported in the Trading Update.
This movement resulted from corrected effective date of the acquisition of Southern View
Finance SA Holdings (Pty) Ltd by the Company, which required an adjustment to the amounts
reported in the Trading Update in respect of the dividend paid and the Bargain Purchase. The
AFS, which supercede the Trading Update, are available on the Company’s website, as detailed
above.

Summary information of the financial results for the year ended 30 June 2014, are as follows:

Southern View Finance Ltd.
(Registration number 47305)

Consolidated Statement of Financial Position as at 30 June 2014
                                                                            Group
                                                                   2014             2013
                                                                    R                R
Assets
Non-Current Assets
Fixed assets                                                       119 875 763          458 156
Goodwill                                                            17 827 548                -
Intangible assets                                                   24 671 977          148 259
Other financial assets                                              17 328 965                -
Deferred tax                                                         4 260 969                -
                                                                   183 965 222          606 415
Current Assets
Other financial assets                                                 463 319                -
Trade and other receivables                                        137 359 611          219 486
Loans and advances                                               1 338 690 444                -
Cash and cash equivalents                                          563 268 941       20 715 786
                                                                 2 039 782 315       20 935 272
Total Assets                                                     2 223 747 537       21 541 687

Equity and Liabilities
Equity
Share capital                                                      678 674 970       30 095 875
Foreign currency translation reserve                                 (747 630)        (747 630)
Accumulated profit/(loss)                                           41 456 947     (10 332 498)
                                                                   719 384 287       19 015 747
Liabilities
Non-Current Liabilities
Other financial liabilities                                        318 630 151                -

Current Liabilities
Other financial liabilities                                       1 006 532 670               -
Current tax payable                                                   5 620 871               -
Trade and other payables                                            173 579 558       2 525 940
                                                                  1 185 733 099       2 525 940

Total Liabilities                                                 1 504 363 250       2 525 940
Total Equity and liabilities                                      2 223 747 537      21 541 687


Southern View Finance Ltd.
(Registration number 47305)

Consolidated Statement of Comprehensive Income for the period ended 30 June 2014

                                                                           Group
                                                                     2014              2013
                                                                      R                 R


Revenue                                                             806 316 485               -
Other income                                                         18 559 422          83 078
Operating expenses                                                (345 107 782)    (10 415 576)
Impairment of loans                                               (375 383 958)               -
Operating profit (loss)                                             104 384 167    (10 332 498)
Investment revenue                                                    6 251 339               -
Finance costs                                                      (45 887 838)               -
Profit (loss) before taxation                                        64 747 668    (10 332 498)
Taxation                                                           (12 958 223)               -
Profit (loss) for the year                                           51 789 445    (10 332 498)

Items that may be reclassified to profit or loss
Exchange differences on translating foreign operations                       -        (747 630)

Other comprehensive income for the year net of
taxation                                                                     -        (747 630)

Total comprehensive income/(loss) for the
year/period ended                                                    51 789 445    (11 080 128)


Headline earnings attributable to ordinary shareholders

                                                                           Group
                                                                       2014              2013
                                                                         R                 R


Net profit attributable to ordinary shareholders                   51 789 445      (10 332 498)
IAS earnings                                                       51 789 445      (10 332 498)
Non-headline items:
IFRS 3 gain on Bargain purchase                                    18 559 422                 -
Headline earnings                                                  33 230 023      (10 332 498)

Headline earnings per share (cents)                                        78             (484)

Diluted headline earnings per share (cents)                                78             (484)



SVF has a primary listing on the BSX and a secondary listing on the Johannesburg Stock
Exchange’s Alternative Exchange.

29 October 2014
Hamilton / Johannesburg

BSX sponsor: Global Custody and Clearing Limited
JSE sponsor: KPMG Services (Proprietary) Limited
Legal advisor: Edward Nathan Sonnenbergs Inc

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