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Sharenet Sites
Further status update, going concern and renewal of cautionary announcement
VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“the Company” or “Visual”)
ISIN Code: ZAE000187407 Share code: VIS
FURTHER STATUS UPDATE, GOING CONCERN AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the previous announcement issued on 18 May 2016 titled “status
update, going concern and cautionary announcement” as well as the announcement issued on
SENS on 2 June 2016 detailing the disposal of 20 units in Stellendale, and are provided with a further
status update below:
Disposal of 20 units in Stellendale
The required payment on R2.5m was received on a timely basis and the sale has been successfully
concluded.
Disposal of other non-core assets
The Company sold one of its non-core assets, being a small property held outside of Stellendale by
way of an auction during May 2016 at R725k, above the reserve price but below the carrying value
of R950k in the books of Visual. The Company will continue to dispose of its other non-core assets.
Disposal of undeveloped serviced land
The Company is awaiting draft heads of agreement from a reputable institution, which provides for
the disposal of three phases in Stellendale 3, which disposal will include a profit share arrangement.
The terms of this proposed disposal, as well as any conditions precedent, will be announced in due
course once negotiations are finalised. The initial offer approximates the carrying value of the land
in Visual’s books. Shareholders are also referred to the “Issue of shares for cash section” below.
Issue of shares for cash
As previously announced, the Company has been in various discussions for a local shareholder to
subscribe for a meaningful shareholding in Visual and one party has been identified by the board
as a preferred long term partner for Visual. A due diligence investigation has commenced.
The Company is also continuing its discussions with an off-shore party for the issue of shares for
£500 000 as detailed in the previous announcement.
The issue of shares to the local or off-shore parties will probably be mutually exclusive of one
another.
Any incoming investor may require the Company to not proceed with the disposal of undeveloped
serviced land as mentioned above. A further announcement will be made in due course.
Cash flow constraints, going concern and Reportable Irregularity
The Company is still experiencing cash flow constraints, with payments due to directors and SARS as
recently announced, as well as its auditors, secured lenders and other service providers. Part
payments have since been made, and payment plans have been agreed, or are in the process of
being agreed, with the various parties.
As previously announced, the board has implemented a plan of action that is geared towards
preserving the asset base of the Company as the tangible net assets of the Company far exceed
its liabilities and with a view to optimise the balance sheet for its key development initiatives and
ensure that it has sufficient cash and funding resources to grow the group. The board of directors
has also taken legal and other advice in this regard and is actively monitoring the development of
the various initiatives as detailed above, which are starting to come to fruition as detailed above.
In the interim, the Company has been advised that its auditors have issued a Reportable Irregularity
to IRBA regarding the auditor’s conclusion that the Company has not complied with the
Companies Act requirements in relation to financial distress and due to the late payment of PAYE.
The board is of the view that, due to the actions taken, the recent inflow of funds, payments made
and/or payment arrangements having been agreed with the majority to the Company’s creditors
and incoming funds, will serve to regularise this situation and bring creditors and secured creditors
within terms.
Results for the year ended 29 February 2016
The audit of the results has not yet commenced and the audit is currently expected to commence
on or about 1 July 2016 due to a variety of reasons. The Company will therefore be suspended
from 1 July 2016 until such time as it publishes reviewed results. The Company has advised the JSE
of the expected delay and circumstances surrounding the audit and publication of results.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
As a result of the current cash flow constraints as well as the various negotiations, some of which
are at an advanced stage, shareholders are advised to continue to exercise caution in dealing in
their securities until a further announcement is made.
Johannesburg
28 June 2016
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 28/06/2016 08:24:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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