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Condensed Abridged Audited Annual Financial Statements for the period ended 29 February 2016
GAIA Infrastructure Capital Limited
(previously GAIA Capital Proprietary Limited)
(Registration number 2015/115237/06)
Share code: GAI
ISIN: ZAE000210555
Condensed Abridged Audited Annual Financial Statements
for the period ended 29 February 2016
Directors report
The directors submit their summarised report on the financial statements of GAIA Infrastructure
Capital Ltd for the period ended 29 February 2016.
1. Review of financial results and activities:
GAIA Infrastructure Capital Ltd ("GAIA") was incorporated on 16 April 2015. GAIA is
focused on acquiring equity stakes in emerging South African infrastructure investment
assets, specifically in the energy, transport and water and sanitation sectors. GAIA aims
to be a leading infrastructure investment holding company of infrastructure assets in
South Africa. GAIA's investment philosophy is to invest in infrastructure assets that are
operational, offer low risk with inflationary linked returns, thereby providing shareholders
with predictable, inflation linked, long-term yielding investments.
On 12 November 2015 GAIA listed as a SPAC on the Main Board of the JSE and issued 55 150 000
shares at R10 per share, thereby raising R551.5 million. A SPAC is a special purpose vehicle
established for the purpose of facilitating the primary capital raising process to enable the
acquisition of viable assets in pursuit of a listing on the JSE.
The purpose of listing was to give institutional investors access to an attractive
alternative asset class that is usually only accessed through illiquid private equity
investments.
Key requirements for listing on the JSE:
- Minimum capital raising for Main board listing is R500 million.
- As per JSE Listing Requirements, Directors subscribed to a minimum of 5% shares offered.
- As per JSE Listing Requirements, a minimum of 20% of shares offered must be subscribed by
the public, as defined.
- Capital raised was invested in JSE approved Coronation Jibar Plus Unit Trust Fund.
- These funds are held in an Escrow Account. The escrow agent is Edward Nathan
Sonnenbergs Incorporated.
- If GAIA is unable to acquire a viable asset within 24 months, as prescribed in
the JSE's listing requirements shareholders would receive distributions pro rata to
their holdings of accrued interest, less permitted expenses.
2. Share capital
On the 14 September 2015 and in terms of section 36 of the Companies Act 71 of 2008, as
amended ("Companies Act") GAIA's authorised share capital was increased from 1 000
ordinary shares with no par value to 6 000 000 000 no par value shares.
Number of
Shareholding Spread at 29 February 2016: Shares %
General Public 12 332 456 22.4
Non Public - Anchor Investors 40 000 000 72.5
Directors of GAIA 2 818 544 5.1
3. Directorate
The directors in office at the date of this report are as follows:
Directors Appointment date
L de Wit (Chairman) Non-executive 1 October 2015
N Kimber Non-executive independent 1 October 2015
KP Lebina Non-executive independent 1 October 2015
RB Makhubela Non-executive independent 1 October 2015
C Ferreira Non-executive 1 October 2015
PB Schabort Non-executive 1 October 2015
KE Mbalo Non-executive independent 1 October 2015
TD Soudien-Witten Finance director 1 October 2015
MM Nieuwoudt Chief investment officer 16 April 2015
JR Oliphant Managing director 16 April 2015
4. Events after the reporting period
On the 24 February 2016 GAIA issued a cautionary announcement on SENS notifying shareholders
that the Company has entered into negotiations, which if successfully concluded may have a
material effect on the price of GAIA shares. These negotiations are still in progress.
At 11 March 2016, GAIA board of directors resolved to transfer the funds raised on listing
and held in Escrow, from the Coronation Jibar Plus Fund to the more liquid Coronation Money
Market Fund, ensuring that the Escrow Funds are readily available should GAIA need to draw
on the funds for the acquisition of viable assets.
STATEMENT OF FINANCIAL POSITION AS AT 29 FEBRUARY 2016
2016
Note(s) R
Assets
Non-current assets
Current assets
Financial assets 3 549 042 504
Current tax receivable 971 588
Cash and cash equivalents 2 347 179
Total assets 552 361 271
Equity and liabilities
Equity
Share capital 545 851 762
Retained income 4 058 528
549 910 290
Liabilities
Non-current liabilities
Deferred tax 146 030
Current liabilities
Trade and other payables 1 717 885
Loans from related party 587 066
2 304 951
Total liabilities 2 450 981
Total equity and liabilities 552 361 271
Shares in issue 55 151 000
Net asset value per share R9.97
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
2016
Note(s) R
Operating expenses (5 236 221)
Operating loss (5 236 221)
Investment revenue 9 992 043
Fair value adjustments 825 077
Profit before interest and tax 5 580 899
Finance costs (45 768)
Profit before taxation 5 535 131
Taxation (1 476 603)
Profit for the period 4 058 528
Other comprehensive income -
Total comprehensive income for the period 4 058 528
Earnings per share
Per share information
Basic earnings per share (cents) 4 21.54
Diluted earnings per share (cents) 4 21.54
STATEMENT OF CHANGES IN EQUITY
Share Retained Total
capital earnings equity
R R R
Balance at 16 April 2015
Issue of shares 551 500 100 - 551 500 100
Transaction costs (5 648 338) - (5 648 338)
Total comprehensive income - 4 058 528 4 058 528
Balance at 29 February 2016 545 851 762 4 058 528 549 910 290
STATEMENT OF CASH FLOWS
2016
R
Cash flows from operating activities
Cash paid to suppliers (3 476 350)
Cash used in operations (3 476 350)
Interest income 9 992 043
Finance costs (45 768)
Tax paid (2 302 160)
Net cash from operating activities 4 167 765
Cash flows from investing activities
Purchase of financial assets (551 500 000)
Proceeds on disposal of financial assets 3 240 586
Net cash from investing activities (548 259 414)
Cash flows from financing activities
Proceeds on share issue 551 500 100
Capitalised listing costs (5 648 338)
Proceeds from related party loan 587 066
Net cash from financing activities 546 438 828
Total cash movement for the period 2 347 179
Total cash at end of the period 2 347 179
NOTES TO THE FINANCIAL STATEMENTS
1. Presentation of financial statements
The condensed financial statements have been prepared in accordance with
IAS 34 Interim Financial Reporting, as well as the SAICA Financial Reporting Guides as
issued by the Accounting Practices Board, the Financial Reporting Pronouncements as issued
by the Financial Reporting Accountants Council, the requirements of the Companies Act
and the Listings Requirements of the JSE. The condensed financial statements
do not include all of the information required for full financial statements. The condensed
financial statements have been prepared on the basis of accounting policies applicable
to a going concern.
The basis presumes that funds will be available to finance future operations and that the
realisation of assets and settlement of liabilities, contingent obligations and commitments
will occur in the ordinary course of business.
The financial statements have been prepared on the fair value basis, except as noted
below. Other assets, liabilities and equity are stated at historic cost. Fair value
adjustments do not affect the calculation of distributable earnings but do affect the net
asset value per share to the extent that adjustments are made to the carrying values
of assets and liabilities. The functional and presentation currency is the South African
Rand. No level of rounding is used in presenting the financial statements.
The accounting policies of GAIA are in terms of IFRS and have been applied consistently
to that which was disclosed in the Annexure 2 of the Prelisting Statement, published
on 1 October 2015.
The annual financial statement for the period ended 29 February 2016 has been
audited by KPMG Inc.
These condensed financial statements for the period have been extracted from audited
information, but is not itself audited. The auditor's unqualified audit report and the
audited financial statements are available for inspection at the Company's registered
office in terms of 3.18 (f) of the Listings Requirements. The condensed financial
statements were prepared under supervision of the Financial Director
Tamee Soudien-Witten CA(SA). The results were approved by the board of directors
on 30 March 2016.
The directors take full responsibility for the preparation of the condensed financial
statements and that the financial information has been correctly extracted from the
underlying Audited Annual Financial Statements.
A copy of the detailed Audited Annual Financial Statements is available at the registered
office of GAIA.
2. Interests in subsidiaries, joint ventures and associates
An Investment Entity which acquires an interest in subsidiary, joint venture or associate
shall be exempt from consolidation or equity accounting in terms amendments to
IFRS 10, IFRS 12 and IAS 28 and shall measure an investment in a subsidiary, joint
venture or associate at fair value through profit or loss.
GAIA meets the definition of an investment entity and therefore will not consolidate
its investment in subsidiaries.
At 29 February 2016 GAIA has a 100% equity holding in GAIA Financial Services (Pty) Ltd.
At present GAIA Financial Services (Pty) Ltd has not yet begun trading and as such the
carrying value at period end is NIL.
2016
R
3. Financial assets
At fair value through profit or loss - designated
Unit Trust Investment - Coronation Jibar Plus Fund 549 042 504
The fund invests in South African money market instruments. These include a wide
range of instruments issued by banks, corporations and other institutions. The fund
invests primarily in floating-rate instruments, and has a maximum duration of two years.
2016
R
Current assets
Designated as at fair value through profit or loss 549 042 504
Fair value information
Unit trusts are measured to fair value using quoted market prices.
Fair value hierarchy of financial assets at fair value through profit or loss
For financial assets recognised at fair value, disclosure is required of a fair value
hierarchy which reflects the significance of the inputs used to make the measurements.
Level 1: represents those assets which are measured using unadjusted quoted prices
for identical assets.
Level 2: applies inputs other than quoted prices that are observable for the assets
either directly (as prices) or indirectly (derived from prices).
Level 3: applies inputs which are not based on observable market data.
2016
R
Level 1
Unit trusts 549 042 504
The maximum exposure to credit risk at the reporting date is the carrying amount of
the financial assets.
Credit quality of other financial assets
The credit quality of financial assets that are neither past due nor impaired can be
assessed by reference to external credit ratings or to historical information about
counterparty default rates.
4. Earnings per share
Basic earnings per share
Basic earnings per share is determined by dividing profit or loss attributable to the
ordinary equity holders by the weighted average number of ordinary shares outstanding
during the period. Profit or loss attributable to the ordinary equity holders is
determined as profit or loss after adjusting for the after tax effect.
2016
R
Basic earnings per share
From continuing operations (cents per share) 21.54
Basic earnings per share was based on earnings of R 4 058 528 and weighted average
number of ordinary shares of 18 845 357, calculated based on 1 000 shares issued on
16 April 2015 and 55 150 000 shares issued on 12 November 2015.
2016
R
Reconciliation of profit for the period to basic earnings
Profit for the period attributable to equity holders of GAIA 4 058 528
The current periods earnings per share should be viewed in context of the following:
- GAIA listed on the JSE on 12 November 2016
- Profit for the period includes investment revenue and fair value adjustments earned
for the period 12 November 2015 to 29 February 2016.
- GAIA has not yet acquired a viable asset and therefore income
earned is not indicative of the company's future performance capability.
Diluted earnings per share
In the determination of diluted earnings per share, profit or loss attributable to the equity
holders and the weighted average number of ordinary shares are adjusted for the effects
of all dilutive potential ordinary shares.
2016
R
Diluted earnings per share
From continuing operations (cents per share) 21.54
Diluted earnings per share is equal to earnings per share because there are no
dilutive potential ordinary shares in issue.
Headline earnings and diluted headline earnings per share:
Headline earnings per share and diluted headline earnings per share are determined
by dividing headline earnings and diluted headline earnings by the weighted average
number of ordinary share outstanding during a period.
Headline earnings and diluted headline earnings are determined by adjusting basic
earnings and diluted earnings by excluding separately identifiable re-measurement items.
Headline earnings and diluted headline earnings are presented after tax and non-controlling
interest.
2016
R
Headline earnings per share (cents) 21.54
Diluted headline earnings per share (cents) 21.54
2016
R
Reconciliation between earnings and headline earnings
Basic earnings 4 058 528
Reconciliation between diluted earnings and diluted headline earnings
Diluted earnings 4 058 528
5. Related parties
Relationships
GAIA Infrastructure Partners (Pty) Ltd has been appointed as Manager of GAIA
and therefore has significant influence.
GAIA Infrastructure Partners (Pty) Ltd holds 1000 of the outstanding shares in GAIA.
2016
R
Related party balances
Loan accounts - Owing (to) by related parties
GAIA Infrastructure Partners (Pty) Ltd (587 066)
Related party transactions
Interest paid to (received from) related parties
GAIA Infrastructure Partners (Pty) Ltd 45 767
Management fees paid to (received from) related parties
GAIA Infrastructure Partners (Pty) Ltd 936 376
6. Comparative figures
No comparative figures have been presented as these are the first financial statements
of GAIA.
7. Segmental information
At 29 February 2016, GAIA has no reportable segments as the Company has not acquired
viable assets.
8. Contingencies
If GAIA is unable to acquire a viable asset within 24 months, as prescribed in the JSE
Listings Requirements Section 4.37 shareholders would receive distribution pro rata to
their holdings of accrued interest, less permitted expenses.
General information
Country of incorporation and domicile
South Africa
Directors
L De Wit (Chairman)
N Kimber
KP Lebina
RB Makhubela
C Ferreira
PB Schabort
KE Mbalo
TD Soudien-Witten
MM Nieuwoudt
JR Oliphant
Registered office
2nd Floor, Oakdale House, The Oval
1 Oakdale Road, Claremont
7700
Business address
2nd Floor, Oakdale House, The Oval
1 Oakdale Road, Claremont
7700
Postal address
PO Box 44721
Claremont
7735
Bankers
FirstRand Bank Limited
Auditors
KPMG Inc.
Registered Auditors
Secretary
Exceed (Cape Town) Incorporated
Company registration number
2015/115237/06
31 March 2016
Cape Town
Sponsor
PSG Capital Proprietary Limited
Date: 31/03/2016 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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