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Condensed Abridged Audited Results for the Period Ended
31 March 2016 and Notice of AGM
M FiTEC International Limited
Incorporated in the Republic of South Africa
(Registration number 2015/294800/06)
JSE Share Code: MFI ISIN: ZAE000209607
(“M-FiTEC” or “the Company”)
CONDENSED ABRIDGED AUDITED RESULTS FOR THE PERIOD ENDED 31 MARCH 2016 AND NOTICE OF AGM
INTRODUCTION
The board of directors of M-FiTEC (“the Board”) has pleasure in submitting its abridged
report for the period from 19 August 2015 (date of incorporation) to 31 March 2016.
M-FiTEC was incorporated on 19 August 2015, and raised R76.2 million from its founders
and by way of a private placing of ordinary shares. The JSE Limited (“the JSE”) granted
M-FiTEC a listing as a Special Purpose Acquisition Company (“SPAC”), by way of
introduction of the entire issued ordinary share capital of the Company on the
Alternative Exchange (“AltX”) with effect from the commencement of trade on
17 November 2015.
A SPAC is established to facilitate the primary capital raising process to enable the
acquisition of Viable Assets as envisaged in the Listings Requirements of the JSE. Until
such Viable Assets are acquired, the only material asset of a SPAC is the cash which it
holds following the issue of shares. That cash is held in escrow and invested in bank
deposits for the protection of the Company’s shareholders. If the acquisition of a Viable
Asset is not completed within a period of 24 months from the date on which the SPAC
was listed or such later date as the JSE may permit, the SPAC is required to return the
subscription funds initially invested to shareholders, plus accrued interest, less certain
permissible expenses and taxation.
REVIEW OF ACTIVITIES
The Company did not acquire a Viable Asset during the period under review.
Basic earnings per share of 2.48 cents consists of interest received from the cash
investment, less operating expenses and taxation.
As advised in the Prelisting Statement, the Company is pursuing investments in Viable
Assets, and has engaged with potential vendors of businesses that meet the Company’s
acquisition criteria. At the date hereof, discussions are continuing, and no binding
agreements have been entered into.
CONDENSED STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2016
R’000
Assets
Current Assets 75 732
Cash and cash equivalents 75 312
Deferred taxation 420
Total Assets 75 732
Equity and Liabilities
Equity
Stated capital 73 526
Retained earnings 189
Total equity 73 715
Liabilities
Current Liabilities
Trade and other payables 24
Current tax liabilities 493
Provisions 1 500
Total current liabilities 2 017
Total Equity and Liabilities 75 732
CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME FOR THE PERIOD ENDED 31 MARCH 2016
R’000
Investment income 2 192
Operating expenses (1 930)
Profit before taxation 262
Taxation (73)
Income for the period 189
Other comprehensive income –
Total comprehensive income for the period 189
Earnings per share (cents)
Basic earnings per share (cents) 2.48
Diluted basic earnings per share (cents) 2.00
Headline earnings per share (cents) 2.48
Diluted headline earnings per share (cents) 2.00
Number of ordinary shares in issue 7 618 594
Number of deferred ordinary shares in issue 1 800 000
Headline earnings reconciliation
There are no adjustments to basic earnings to arrive at headline earnings for the period ended
31 March 2016.
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH 2016
Stated Retained
capital earnings Total equity
R’000 R’000 R’000
Issue of share capital 76 188 - 76 188
Share issue expenses (2 662) - (2 662)
Total comprehensive income for the period - 189 189
Balance at 31 March 2016 73 526 189 73 715
CONDENSED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2016
R’000
Cash flows from operating activities
Payments to suppliers and employees (406)
Interest income 2 192
Net cash from operating activities 1 786
Cash flows from financing activities
Issue of share capital 76 188
Payment of share issue expenses (2 662)
Net cash from financing activities 73 526
Total cash movement for the period 75 312
Total cash at end of the period 75 312
NOTES TO THE FINANCIAL STATEMENTS
1. Incorporation
The Company was incorporated on 19 August 2015. Accordingly, this is the first
publication of financial results, and no comparative information is relevant.
2. Basis of preparation
The condensed audited financial statements have been prepared in accordance with
International Financial Reporting Standards (‘IFRS’), IAS 34 - Interim Financial Reporting
Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee, the Financial Reporting Pronouncements as issued by the Financial Reporting
Standards Council, the South African Companies Act, (Act 71 of 2008), as amended and
the Listings Requirements of the JSE. The accounting policies and methods of
computation used in the preparation of this report are consistent with those applied in
the annual financial statements for the period ended 31 March 2016.
3. Stated capital
Authorised shares Number
Ordinary shares of no par value 400 000 000
Deferred ordinary shares of no par value 1 800 000
Issued shares R’000
7 618 594 ordinary shares of no par value 76 186
1 800 000 deferred ordinary shares of no par value 2
Share issue expenses (2 662)
Total issued share capital 73 526
On the first business day following the successful completion of an acquisition of Viable
Assets, each deferred ordinary share shall forthwith, and without the need for further
resolution of the Board or of the Shareholders, be automatically and compulsorily
converted once off on a one-for-one basis into, and be re-designated as, an ordinary
share.
4. Going concern
The financial statements have been prepared on the basis of accounting policies
applicable to a going concern.
5. Events after the reporting period
Save for the “Cautionary Announcement”, which details are disclosed in note 9 below,
the Board is not aware of any material events arising since the end of the financial year
to the date of publication of these financial results.
6. Dividends
No dividend was declared during the period under review.
7. Preparation and audit
The accompanying condensed financial statements, prepared by Mr. KW Boyers
(CA(SA)), Chief Financial Officer, have been extracted from the audited financial
statements but have not themselves been audited. Grant Thornton Chartered
Accountants (SA), Johannesburg Partnership, the Company’s independent auditors, have
audited the financial statements for the period ended 31 March 2016 and have issued an
unqualified audit opinion. The auditor’s report does not necessarily report on all of the
information contained in this announcement/financial results. Shareholders are
therefore advised that in order to obtain a full understanding of the nature of the
auditor’s engagement they should obtain a copy of the auditor’s report together with the
accompanying financial information from the Company’s registered office or its website.
The directors take full responsibility for the preparation of the abridged report and that
the financial information has been correctly extracted from the underlying annual
financial statements. The Company has not prepared a full integrated annual report in
accordance with the recommendations of the King Code on Corporate Governance as
until such time as Viable Assets are acquired, no reportable operations exist.
8. Changes to the Board
Mr Marius Oberholzer was appointed as a non-executive director on 9th December 2015.
9. Cautionary announcement
As announced on SENS on 29 June 2016, M-FiTEC has entered into negotiations for the
acquisition of Viable Assets, which if successfully concluded, may have a material effect
on the price of the Company’s securities.
10. Notice of Annual General Meeting
Notice is hereby given that the first Annual General Meeting of shareholders of M-FiTEC
will be held at 10h00 on 11 August 2016 at the Company’s registered office situated at
Augusta, Inanda Greens, 54 Wierda Road, Sandton, for the purpose of considering, and,
if deemed fit, passing, with or without modification, the resolutions set out in the notice
of Annual General Meeting which is contained in the annual financial statements.
The Board has determined that, in terms of section 62(3)(a), as read with section 59 of
the Companies Act, the record date for the purposes of determining which shareholders
of the Company are entitled to participate in and vote at the Annual General Meeting is
Friday, 5 August 2016. Accordingly, the last day to trade M-FiTEC shares in order to be
recorded in the register to be entitled to vote will be Monday, 1 August 2016.
By order of the Board
Chairman Chief Executive Officer Chief Financial Officer
Richard Came Charles Rowlinson Kevin Boyers
Directors
RDS Came* (Chairman), CE Rowlinson (CEO), KW Boyers (CFO), GR Voigt (CIO), RA
Frew*, CM Lister James*, SMM Munshi*, CM Rezek*, AC Springate*, M Oberholzer#
*independent, non-executive
#non-executive
Registered Office
Augusta @ Inanda Greens, 54 Wierda Road, Sandton, 2196
Company Secretary
Acorim Proprietary Limited
Auditors
Grant Thornton Johannesburg Partnership
Designated Adviser
Merchantec Capital
Website
www.m-fitec.com
Sandton
29 June 2016
Date: 29/06/2016 04:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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