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ECSPONENT LIMITED - Reviewed Provisional Report for the year ended 31 December 2014

Release Date: 01/04/2015 07:05
Code(s): ECS     PDF:  
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Reviewed Provisional Report for the year ended 31 December 2014

ECSPONENT LIMITED
(Previously John Daniel Holdings Limited)
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: ECS - ISIN: ZAE000179594
(“the Company” or “Ecsponent”)


Provisional Report for Ecsponent Limited for the year ended 31 December 2014

The Board of Directors are pleased to advise shareholders of Ecsponent Limited of the
significantly improved results for the 2014 financial year.

Ecsponent increased its strategic focus further investing in financial services companies which have
clear African and Global market application. In particular, these companies are required to produce
products or provide services with high barriers to entry and high gross profit margins. Directors envisage
that this expansion strategy, which remained in place throughout the 2014 financial period, will continue
indefinitely.

RESULTS HIGHLIGHTS

The Group showed sustained improvement in it’s performance for the period under review. The
expansion strategy, substantially the portfolio of financial services assets.

Total revenue generated by the Group’s financial services operations amounted to R23.4 million for the
year ended 31 December 2014 compared to R8.7 million for the 31 December 2013 financial year.
Group financial service revenue amounted to 40.8% of total revenue for the 2014 financial year.

Below are other highlights from the Group’s operations reflected in the 2014 results:

-    Total revenue increased by 53.9% to R57.4 million for the December 2014 financial period
     compared to R37.3 million for the December 2013 financial year;
-    Total assets increased by 148.5% to R150.6 million at 31 December 2014 compared to R60.6
     million at 31 December 2013; and
-    After tax profit, before other comprehensive income, increased to R5.2 million for the year ended
     31 December 2014 compared to profit of R1.0 million for the year ended 31 December 2013, an
     improvement of 420.0%.

Funding for the expansion strategy was secured through the registration of Ecsponent’s Listed
Preference Share programme enabling the company raise capital to fund its investments on an ongoing
basis. The initial market uptake has been very encouraging.


OPERATIONAL REVIEW

Group overview

Below is an overview of the Group’s operations during the 2014 financial year.

Financial Services

The core of the current Financial Services division of Ecsponent is the provision of unsecured employee
benefits finance, vendor finance for secured transactions as well as secured loans to Small and Medium
Enterprises (SME) which satisfy the Groups credit criteria.

As mentioned the Group’s financial services operations expanded significantly during the financial year
through a combination of acquisitions and organic growth. The operations expanded to Botswana and
Swaziland during 2014 and the business model for Ecsponent Zambia has also been established. The
Board announced on 26 February 2015, subsequent to the financial period under review, that the Group
secured a deposit-taking license from the Bank of Zambia.

The Financial Services operations reported a 168.9% increase in revenue to R23.4 million for the 12
months ended 31 December 2014 compared to the R8.7 million for the comparative period. The total
value of advances at 31 December 2014 increased by 291.0% to R103.1 million compared to R26.4
million at the end of the 2013 financial year.

The demand for credit remains buoyant and the Financial Services operation is well positioned to
maximise opportunities. The business currently provides credit for storage of stem cells and unsecured
credit in various retail group schemes. The feasibility of additional credit products are investigated on
an ongoing basis.

The primary costs in the Financial Services business is the cost of capital required to fund the growth
of the unsecured loan book. Management continue to seek alternative funding options to reduce funding
costs, thereby improving profitability.

Collections

The Group acquired Sanceda Collections Services (Sanceda) on 31 July 2014. Sanceda is a collections
agency which provides specialised collection services to corporates.

Sanceda generated R7.2 million of the Group’s revenue in the 5 months since its acquisition date.

The collections operations provided the Group access to specialised skills and infrastructure to
maximise the recovery against defaulting debtors within other operating subsidiaries. The Financial
Services operations continue to seek opportunities to acquire business which can be profitably
leveraged through the Group’s collections infrastructure. The collection of third party debt remains the
core focus of the collections business.



Biotechnology

The Group’s Biotechnology operations maintained its market share and contributed R20.1 million. Total
revenue for the December 2013 financial year amounted to R20.6 million.

The Cryo-Save brand (“Cryo-Save SA”) continued to improve its penetration within the South African
market and as a result substantially improved its market share during the period.

The Group obtained the rights for Salveo in South Africa in order to further entrench the two
shareholders dominance of the local market.
Salveo Swiss Technologies is a Geneva based biotechnology group which specialises in regenerative
medicine and the cryogenic preservation of umbilical cord stem cells. The group is a leader in its field
and is represented in many countries across Europe. In addition the business has been awarded FACT
accreditation, the highest level of accreditation for a laboratory of its kind.

Salveo deploys different protocols and processes to the Cryo-Save standards and is based on the Swiss
technologies. In addition the shareholders have decided to not invest in a local laboratory but to rather
sub contract the processing and cryogenic storage operation to the state of the art Cryo-Save South
Africa laboratory. The result is a lower cost model without compromising on quality and efficacy and
the business will pass on these savings to the clients.
PROSPECTS

Key elements of the on-going expansion strategy are the continued growth of subsidiaries through
product and market extension, aggressive trading and cost reduction as well as the acquisition of new
subsidiaries which are profit generating and aligned with the Group’s strategy. The abovementioned
approach is aimed at developing a robust and complementary financial services Group which provide
sustainable returns.


RESULTS

Presented below are the reviewed results for the year ended 31 December 2014.


Reviewed Condensed Consolidated Statement of Financial Position as at 31 December 2014

                                                                    31 December           31 December
                                                                           2014                  2013

                                                                        Reviewed               Audited
                                                                           Group                Group

                                                                            R’000                R’000

 ASSETS

 Non-current assets

 Property, plant and equipment                                              6 134                4 716

 Intangible assets                                                          1 132                  706

 Other financial assets                                                    54 406               13 666

 Deferred tax                                                              13 197               11 138

 Other non-current receivables                                              2 042                       -

 Total current assets                                                      73 732               26 426



 Assets of discontinued operations held for sale                                 -               4 046


 TOTAL ASSETS                                                             150 643                60 698



 EQUITY AND LIABILITIES

 Equity                                                                    56 667               23 773

 Non-controlling interest                                                 (3 795)               (1 240)



 Non-current liabilities

 Other financial liabilities                                               49 029               18 798

 Deferred tax                                                               1 628                  768
 Total current liabilities                                                 47 114               18 599



 TOTAL EQUITY AND LIABILITIES                                              150 643              60 698


Reviewed Condensed Consolidated Statement of Comprehensive Income for the year ended
31 December 2014

                                                          Year ended        Year ended
                                                        31 December       31 December
                                                                2014              2013

                                                           Reviewed            Audited
                                                              Group             Group

                                                               R’000             R’000


 Revenue                                                      57 396            37 317

 Cost of sales                                                (9 046)           (8 215)

 GROSS PROFIT                                                 48 350            29 102

 Other income                                                    478                75

 Operating expenses                                          (37 729)          (21 206)

 OPERATING PROFIT                                             11 099             7 971

 Fair value adjustment – preference shares                       598                   -

 Net finance costs                                            (5 214)           (1 818)

 Bargain Purchase                                                166                   -

 PROFIT BEFORE TAXATION                                        6 650             6 153

 Taxation                                                     (2 601)           (1 725)

 PROFIT FROM CONTINUING OPERATIONS                             4 049             4 428

 Profit / (Loss) from discontinued operations                  1 182            (3 395)

 PROFIT FOR THE PERIOD                                         5 231             1 033

 Other comprehensive income                                      (70)                  -

 TOTAL COMPREHENSIVE INCOME                                    5 161             1 033

 Loss attributable to non-controlling interest                 1 575             1 092

 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO
 ORDINARY SHAREHOLDERS                                         6 736             2 125




 Profit attributable to owners of the parent from:
Continuing operations                                           5 609             5 520

Discontinued operations                                         1 182            (3 395)

                                                                6 791             2 125



Total comprehensive income attributable to:

Owners of the parent                                             6 736            2 125

Non-controlling interest                                        (1 575)          (1 092)

                                                                  5 161           1 033




Basic and fully diluted earnings per share (cents) from            0.983          1.243
continuing operations attributable to equity holders of the
parent

Basic and fully diluted earnings / (loss) per share (cents)        0.207          (0.764)
from discontinued operations attributable to equity holders of
the parent

Basic and fully diluted earnings per share (cents) attributable    1.190          0.479
to equity holders of the parent
Reviewed Condensed Consolidated Statement of Changes in Equity for the year ended 31 December 2014

                         Share     Non-distributeable       Foreign          Common      Accumulated   Non-controlling      Total
                         capital              reserve      currency    control reserve          loss         interest      equity
                                                         translation
                                                            reserve
                          R’000                R’000          R’000             R’000          R’000            R’000      R’000

 Balance at 1 January    55 226                3 912               -                 -      (37 421)            (193)     21 524
 2013

 Total comprehensive           -                    -              -                 -         2 125          (1 092)      1 033
 profit for the year

 Acquisition of non-           -                 (70)              -                 -             -               45        (25)
 controlling interest

 Balance at 1 January    55 226                3 842               -                 -      (35 296)          (1 240)     22 532
 2014

 Total comprehensive           -                    -          (55)                  -         6 791          (1 575)      5 161
 profit for the year
 Profit for the year           -                    -              -                 -         6 791          (1 560)      5 231

 Other                         -                    -          (55)                  -                            (15)       (70)
 comprehensive
 income

                                                    -              -                 -             -                 -    62 845
 Issue of shares         62 845

 Business                      -                    -              -         (36 687)              -            (980)    (37 667)
 combinations
 Balance at 31          118 071                3 842           (55)          (36 687)       (28 505)          (3 795)     52 871
 December 2014
Reviewed Condensed Consolidated Cash Flow Statement for the 12 months ended 31
December 2014


                                                                     Year ended            Year ended
                                                                  31 December            31 December
                                                                           2014                  2013
                                                                Reviewed Group          Audited Group

                                                                           R’000                R’000


 NET CASH INFLOW FROM OPERATING ACTIVITIES                                 3 076                 7 880



 NET CASH OUTFLOW FROM INVESTING ACTIVITIES                             (63 487)               (7 208)



 NET CASH (OUTFLOW) / INFLOW FROM FINANCING                               52 576                  (23)
 ACTIVITIES



 Movement in cash and cash equivalents for the period                    (7 835)                   649

 Cash and cash equivalents at the beginning of the period                    885                   236

 Cash and cash equivalents at the end of the period                      (6 950)                   885




Notes to the Reviewed Condensed Financial Statements for the year ended 31 December 2014

ACCOUNTING POLICIES AND BASIS OF PREPARATION OF RESULTS

The condensed consolidated financial statements have been prepared in accordance with IAS 34 –
Interim Financial Reporting in accordance with the accounting policies that comply with International
Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides and in the manner
required by the Companies Act and the JSE Listings Requirements. The principle accounting policies
applied in the preparation of the condensed consolidated financial statements are in terms of IFRS
and are consistent with those applied in the previous consolidated annual financial statements, except
for the adoption of new standards which became effective during the year as well as the common
control accounting policy, refer below, to account for related party acquisitions during the financial
year.

The results of the Company, were prepared under supervision of the Group’s financial director, Mr D
van der Merwe CA (SA).

These condensed consolidated financial statements for the year ended 31 December 2014 have been
reviewed by Nexia SAB&T, who expressed an unmodified review conclusion. A copy of the auditor’s
review report is available for inspection at the company’s registered office together with the financial
statements identified in the auditor’s report.

ADOPTION ON NEW ACCOUNTING POLICY – COMMON CONTROL RESERVE
IFRS 3 (Business Combinations) specifies excludes from its scope transactions that involve a
combination of entities or businesses that are under common control. The related party acquisitions
referred to in the notes below are deemed to be common control transactions. The Group adopted the
common control accounting policy below to account for these transactions.
The Group applies merger accounting for all its common control transactions which requires that the
assets and liabilities of the purchased business be incorporated at the consolidated book value (by the
ultimate parent) and the difference between the purchase consideration and the book value of the
assets and liabilities be recorded in equity as a common control reserve. The financial statements of
the purchaser incorporate the combined companies’ results and cash flows.


REVIEW OF RESULTS AND FINANCIAL POSITION
The 31 December 2014 reviewed consolidated financial results represents the trading results of the
corporate head office and its subsidiaries, which are active in the financial services, biotechnology and
debt collection markets. The Group disposed of its operations in the agricultural packaging market at
the end of January 2014.

The Group’s expansion strategy and the acquisitions of growth businesses resulted in significant growth
in the Group’s asset base reflected in the 146.3% increase in total assets compared to the December
2013 financial year.

The benefit of the acquisitions on the Group’s profitability is not as dramatic as these companies where
considered to be growth businesses that are in their early development stages. These businesses are
expected to be significantly more profitable in future periods as they will be able to leverage the
investment made in the 2014 financial year.

Group revenue from continuing operations increased to R57.4 million for the 12 months ended 31
December 2014. A 53.9% increase in revenue compared to the R37.3 million achieved for the
comparative 12 months ended 31 December 2013.

The Group continues to increase its investment in operating structures and processes required to
underpin continued operational growth. In addition, the Group’s credit committee has tightened its
provisioning policies governing unsecured lending activities, resulting in an increase in provisions.
These aspects have led to the increased operating expenses for the year compared to the comparative
period.

The strategy of combining aggressive management of existing subsidiaries and further strategic
acquisitions is aimed at ensuring the future sustainability of the Group.

EARNINGS AND FULLY DILUTED EARNINGS PER SHARE

 BASIC AND HEADLINE EARNINGS

 Basic earnings                                                                6 791                 2 125

 Headline earnings                                                             5 334                 2 335


 Basic and fully diluted earnings per share (cents) attributable                1.19                  0.48
 to equity holders of the parent

 Headline and fully diluted headline earnings per share                         0.94                  0.53
 (cents) attributable to equity holders of the parent



 Number of shares in issue                                                 901 588 049           444 131 678

 Weighted average number of shares                                         570 498 813           444 131 678
 RECONCILIATION BETWEEN BASIC EARNINGS AND
 HEADLINE EARNINGS

 IAS 33 Basic earnings                                                        6 791                 2 125

 IFRS 5 Gain on disposal of discontinued operation                           (1 326)                       -

 IFRS 3 Bargain purchase                                                      (135)                        -

 IAS 16 (Profit) / Loss on disposal of property plant and                        (3)                  147
 equipment

 IAS 16 Impairment of property, plant and equipment                                7                   63

 Headline earnings                                                            5 334                 2 335

ASSET VALUE PER SHARE


 Net asset value                                                             56 667                23 773

 Net tangible asset value                                                    55 535                23 067

 Net asset value per share (cents)                                             6.29                  5.35

 Net tangible asset value per share (cents)                                    6.16                  5.19



ACQUISITIONS AND DISPOSALS
The board is actively investigating acquisition opportunities aimed at improving earnings and cash
generation for the Group.

There were no other acquisitions or disposals during the year ended 31 December 2014, other than
listed below.

Related Party Acquisitions
The acquisitions of growth businesses from Ecsponent Capital (RF) Limited and other related parties,
entered into by the Group on 5 March 2014, was approved by shareholders in a general meeting held
on 25 July 2014.

Related Party acquisition of EFS
Ecsponent Financial Services (Pty) Ltd (formerly Escalator Financial Services) (“EFS”) is registered
with the regulator as a licensed service provider. EFS provides intermediary services between financial
services product providers and the general public.

EFS recruits and manages qualified advisors to market financial products in terms of the FSB
regulations and has established an accomplished broker network with a recurring client base.

An important pillar of the repositioned Group strategy is to obtain access to key FSB regulated licenses
allowing the Group control over important elements of its channel to market.

Related Party acquisition of Sanceda
Sanceda Collection Services (Pty) Ltd (“Sanceda”), registered with the Council of Debt Collectors, is a
collection agency which provides specialised collection services to corporates. Collections are call
centre based and Sanceda has established the management and infrastructure to simultaneously
collect on a large volume of current or delinquent debtor files.
Sanceda’s expertise includes tracing of defaulters, repayment and contract agreement, debit order and
related collection management and legal pursuance of defaulters should this be necessary.

The acquisition of Sanceda provides the Group with the skills and infrastructure to collect against its
acquired debt books as well as defaulting debtors within its other operating subsidiaries.

Related Party acquisition of Ecsponent Botswana
Ecsponent Limited (formerly Escalator Investment Holdings) incorporated in Botswana (“Ecsponent
Botswana”) provides secured funding to selected financial service companies and credit to small,
medium and micro enterprises. To fund its operations Ecsponent Botswana raises capital through the
issuance of various classes of preference shares via a prospectus offer to qualifying members of the
public and institutions.

Fair value of the related party assets acquired and liabilities assumed are as follows:

                                                 EFS            Sanceda            Ecsponent                 Total
                                                                                    Botswana
                                               R’000               R’000                R’000            R’000

 Assets
 Other financial assets                        3 317                 145                  20 176        23 638
 Deferred tax                                  1 105                   -                   2 555         3 660
 Property, plant and equipment                   229                   -                     653           882
 Current assets                                    5                 519                       -           524
 Bank                                            203                   1                   5 125         5 329
 TOTAL ASSETS                                  4 859                 665                  28 509        34 033

 Liabilities
 Other financial liabilities                       -               6 208                  22 574        28 782
 Current liabilities                             478                 972                   3 905         5 355
 Bank                                              -                   -                  11 085        11 085
 TOTAL LIABILITIES                               478               7 180                  37 564        45 222

 Total identifiable assets                     4 381              (6 515)                 (9 055)      (11 189)
 Non-Controlling Interest in                       -                    -                  1 502         1 502
 identifiable assets
 Purchase consideration                       15 000               7 000                   5 000        27 000
 Transfer to common control                   10 619              13 515                  12 553        36 687
 reserve


Acquisition of Komo Finance
The Group acquired a 51% stake in Komo Finance (Pty) Ltd (“Komo”) effective on 30 June 2014 for
R350 000. Komo, a registered credit provider, is a specialist financier providing employee benefit
funding managed by payroll facilities through a network of select employers.

The acquisition of Komo unlocked significant synergies within the existing unsecured payroll advances
operations and substantially increased both the employer and employee base. The combined
R36.3 million book asset allows the operations to effectively leverage operational resources. In addition,
the Komo management team have amassed significant experience and knowledge within the industry
which will complement the existing operational management.

Fair value of the Komo assets acquired and liabilities assumed are as follows:
                                                                             R’000
 Assets
 Other financial assets                                                     21 862
 Deferred tax                                                                  158
 Property, plant and equipment                                                 111
 Other current assets                                                           38
 TOTAL ASSETS                                                               22 169

 Liabilities
 Other financial liabilities                                                17 731
 Other current liabilities                                                     236
 Bank                                                                        3 190
 TOTAL LIABILITIES                                                          21 157

 Total identifiable assets                                                   1 012
 Non-Controlling Interest in identifiable assets                               496
 Purchase consideration                                                        350
 Bargain purchase                                                              166



Disposal of the SO2 gas sheet manufacturing business
In line with the repositioning strategy highlighted above the Group disposed of its SO2 gas sheet
manufacturing business and related assets as a going concern for R6.3 million. The manufacturing
operations were regarded as being non-strategic to the future growth plans of the Group.

Vinguard shareholders approved the going concern disposal in terms of Section 112 of the Companies
Act, 2008 in a general meeting held on 24 January 2014, and the effective date of the transaction
determined to be 31 January 2014. The purchase consideration comprised R6.3 million for the going
concern assets.


OTHER FINANCIAL ASSETS

The other financial asset category incorporates the benefits provided to employees against payroll
facilities contracts which increased by 392.3% compared to the comparative period. Below is detail
regarding the Group’s other financial assets:

                                                                   Reviewed                  Audited
                                                                      Group                   Group
                                                                31 December             31 December
                                                                       2014                    2013

                                                                       R ‘000                 R ‘000

 At fair value through profit and loss – designated
 Acquired debt                                                         3 241                  2 543

 Loans and receivables
 Employee benefit loans                                               64 321                 12 878
 Secured SME loans                                                    34 921                  6 979
 Ecsponent Capital RF Limited                                          3 817                  6 500

 TOTAL OTHER FINANCIAL ASSETS                                        106 300                 28 900
 Total included in non-current assets                                 54 406                 13 666
 Total included in current assets                                     51 894                 15 234

PREFERENCE SHARE CAPITAL
Ecsponent’s business model requires funding for both the existing business growth and to pursue
further acquisitions. Funding is deployed in the growth of financial services assets and the acquisition
of new assets which contribute to the growth strategy. Preference Shares are considered an optimal
source of funding for these on-going business needs and accordingly the Company has registered a
R5 billion Preference Share Programme (“the Programme”) under which Ecsponent may, from time to
time, issue multiple Tranches of Preference Shares. The Programme was approved by the JSE on 8
September 2014 and by 31 December 2014 Ecsponent had received investments of R33.25 million
from the initial offer on 29 September 2014.

OTHER FINANCIAL LIABILITIES

In terms of IFRS the preference share capital is classified as debt and disclosed as an other financial
liability in the Group’s statement of Financial Position at 31 December 2014. Consequently the
preference share dividends are classified as a funding costs and disclosed as such in the Statement of
Profit and Loss and Other Comprehensive Income for the year ended 31 December 2014.

                                                                       Reviewed               Audited
                                                                          Group                Group
                                                                    31 December          31 December
                                                                           2014                 2013

                                                                           R ‘000               R ‘000

 At fair value through profit and loss – designated
 Collection Guarantee                                                       1 308                     -

 Loans and receivables
 Preference share liability                                                48 522                    -
 Experite NV Group                                                          5 201                4 935
 Ecsponent Capital (RF) Limited                                                 -               18 798
 Komo Funding (Pty) Ltd                                                     4 271                    -
 Other                                                                        712                  100


 TOTAL OTHER FINANCIAL ASSETS                                              60 014               23 833

 Total included in non-current assets                                      49 029               18 798
 Total included in current assets                                          10 985                5 035


REVIEWED CONDENSED SEGMENTAL INFORMATION
The segments identified are based on the operational and financial information reviewed by
management for performance assessment and resource allocation. There has been no change in the
basis of operational segmentation or in the basis of measurement of segment profit or loss since the
last annual financial statements.

The continued expansion of the Group has resulted in the need for geographic segmentation in
addition to the operational segmentation.

Year ended 31 December 2014

 Operating Segment                                 Revenue      Operating profit /
                                                                          (loss)
                                                                         R’000
                                                    R’ 000

 Financial Services                                 23 415               3 196

 Biotechnology                                      20 081              (1 853)

 Collections                                         7 166                (370)

 Agricultural packaging – discontinued operation       576                 959

 Corporate                                          37 065              27 946

 Eliminations                                      (29 577)            (17 267)

 Transfer to discontinued operations                (1 330)             (1 512)



 Group total                                        57 396              11 099


 Geographic Segment                                Revenue    Operating profit /
                                                                         (loss)
                                                    R’ 000              R’000

 South Africa                                       77 169              23 150

 Botswana                                            8 356               5 722

 Swaziland                                           2 403                 917

 Namibia                                               374                  89

 Eliminations                                      (29 577)            (17 267)

 Transfer to discontinued operations                (1 330)             (1 512)



 Group total                                        57 396              11 099



Year ended 31 December 2013

 Segment                                           Revenue    Operating profit /
                                                                         (loss)
                                                    R’ 000              R’000

 Financial Services                                  8 724               4 643

 Biotechnology                                      20 611                (310)

 Agricultural packaging – discontinued operation     4 138              (3 373)

 Corporate                                          11 350                 784

 Eliminations                                       (3 368)              2 803

 Transfer to discontinued operations                (4 138)              3 423
 Group total                                        37 317               7 970



EVENTS AFTER THE REPORTING PERIOD

The directors are not aware of any material event which occurred after the reporting date and up to the
date of this report requiring disclosure, other than the matter listed below:

The Company announced on 26 February 2015 that its subsidiary in Zambia secured a deposit-taking
license from the Bank of Zambia. The Ecsponent Zambia business plan will be aggressively rolled out
over the balance of the 2015 financial year.


CORPORATE ACTIONS

During the financial year the Group successfully implemented the following significant corporate
actions, discussed in more detail throughout this announcement:

?    Disposal of the SO2 gas sheet manufacturing business;
?    Group’s name change to Ecsponent Limited to reflect the repositioning of the Group’s strategy;
?    Acquisition of Komo Finance a specialist financier providing employee benefit finance;
?    Related party acquisitions of growth businesses from the Group’s major shareholder, Ecsponent
     Capital (RF) Limited;
?    Registration of a R5 billion preference share programme to provide an ongoing source of funding
     for the Group’s growth businesses;
?    R100 million rights offer which raised equity funding of R62.8 million through a combination of
     shareholders following their rights and the underwriter taking up the R45 million underwritten
     portion;
?    Establishment of a R36.4 million convertible funding facility; and
?    Creation of an employee share incentive scheme.


Rights offer and convertible loan

On 5 March 2014, the company entered into an underwriting agreement with Ecsponent Capital RF
Limited, its controlling shareholder, whereby the major shareholder partially underwrote the rights
offer of R100 million at an issue price of 14 cents per share to the value of R45 million. In addition, the
shareholder provided a funding facility to the Group of R36.4 million. The funding facility is convertible
into ordinary shares in ECS at the 14 cents rights offer price.

At 31 December 2014 Ecsponent Limited had not made use of funding via the loan facility.

The directors took up a total of 12 040 612 ordinary shares as a result of exercising their rights under
the Rights Offer.


Name change

Shareholders approved the change in name of the company to “Ecsponent Limited” by way of a
Section 60 shareholder round robin special resolution. The special resolution has been lodged for
registration at CIPC.

In accordance with the Companies Act, 2008 and the JSE Listings Requirements, for a period of not
less than one year, the former name “John Daniel Holdings Limited” will be reflected in brackets on all
Ecsponent’s documents of title beneath the new name.
SHARE CAPITAL

Shareholders approved the increase of the company’s authorised share capital from 1 500 000 000
no par value shares to 2 000 000 000 no par value shares at the AGM held on 25 July 2014.
The shareholders approved an increase in the authorised share capital to 1 trillion no par value
shares in a general meeting held on 24 October 2014.

The following share issues took place during the year increasing the issued share capital to
901 588 049 at 31 December 2014 from 444 131 678 at 31 December 2013:

?    454 456 371 shares were taken up through the rights offer and issued on 22 September 2014; and
?    3 000 000 shares were issued on 30 June 2014 in terms of the directors’ general authority to issue
     shares for cash.

DIVIDENDS

No ordinary dividends were declared and no ordinary dividend is proposed for the year.

Ecsponent Limited has issued three classes of Preference Shares with the following dividend terms:
 ? Class A – 10% fixed rate monthly dividend;
 ? Class B – 0% monthly dividend; and
 ? Class C – prime plus 4% floating rate monthly dividend.

Preference Share dividends of R246 188 were declared and paid by Ecsponent Limited, the Group
holding company, for the period ended 31 December 2014. The dividends are classified as finance cost
and included in the net finance cost expense in the statement of profit and loss and comprehensive
income.

CONTINGENCIES

The directors are not aware of any material contingent liability which existed at the reporting date and
up to the date of this report requiring disclosure.

DIRECTOR CHANGES

No changes in the directorate took place during the year.

COMPANY SECRETARY

No changes in the company secretary took place during the year.


AUDITORS

The company informed ordinary and preference shareholders of the appointment of Nexia SAB&T as
the Ecsponent Group’s auditors with effect from 17 October 2014.

SPONSOR

Questco (Pty) Ltd (“Questco”) was appointed as the company’s Debt Sponsor following the
restructure of the Group. The board announced the appointment of Questco as the company’s
Sponsor as well, with effect from 1 September 2014.

GOING CONCERN

The directors are of the opinion that the Group will continue as a going concern for the foreseeable
future due to the continued financial support of certain parties to the Group and in particular, by the
Company to its subsidiaries.
For and on behalf of the Board

TP Gregory
Pretoria
31 March 2015

Directors: RJ Connellan* (Chairman), TP Gregory (Chief Executive Officer), DP van der Merwe
(Financial Director), E Engelbrecht (Non-Executive), KA Rayner*, BR Topham*. (* Independent Non-
Executives)
Company Secretary: Timbavati Business Consultants represented by HJ van der Merwe
Registered Office: Acacia House, Green Hill Village Office Park, on Lynnwood, Cnr Botterklapper and
Nentabos Street, The Willows, Pretoria East, PO Box 39660, Garsfontein East 0060
Transfer Secretaries: Link Market Services South Africa (Pty) Ltd, 13th Floor Rennie House, 19
Ameshoff Street, Braamfontein 2000, PO Box 4844, Johannesburg 2000
Auditors: Nexia SAB&T Inc.
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Date: 01/04/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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