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BRIKOR LIMITED - Summarised Audited Consolidated Abridged Financial Results for the years ended 28 February 2013, 2014 and 2015

Release Date: 25/07/2016 14:15
Code(s): BIK     PDF:  
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Summarised Audited Consolidated Abridged Financial Results for the years ended 28 February 2013, 2014 and 2015

BRIKOR LIMITED 
Incorporated in the Republic of South Africa
Registration number: 1998/013247/06
JSE code: BIK
ISIN: ZAE000101945
(“Brikor” or “the group” or “the company”)

SUMMARISED AUDITED CONSOLIDATED ABRIDGED FINANCIAL RESULTS FOR 
THE YEARS ENDED 28 FEBRUARY 2013, 2014 AND 2015
PREPARED BY

The summarised audited consolidated abridged financial results 
(“abridged financial results” or “results”) for the years ended 
28 February 2013, 2014 and 2015 were prepared by Laura Craig 
CA(SA), group financial manager, under the supervision of the 
former financial director, Hanleu Botha.

AUDITOR’S REPORT
This abridged financial results are extracted from audited 
information but is not itself audited. The directors take full 
responsibility for the preparation of the abridged financial 
results and the correct extraction of the financial information 
included herein from the underlying annual financial statements. 
The financial statements were audited by KPMG Inc., and the audit 
report thereon is available for inspection at the company’s 
registered office. The auditor’s report contained the following 
paragraph with respect to reportable irregularities: 
“In accordance with our responsibilities in terms of section 
44(2) and 44(3) of the Auditing Profession Act, we report that we 
have identified reportable irregularities in terms of the 
Auditing Profession Act. We have reported these matters to the 
Independent Regulatory Board for Auditors.” The matters 
pertaining to the reportable irregularities have been described 
in note 10 to the abridged financial results.

HIGHLIGHTS

REVENUE increased by 12% to R318,2 million
GROSS PROFIT increased by 7% to R76,5 million
ATTRIBUTABLE PROFIT increased to R9,5 million from a loss of 
R23,2 million
HEADLINE PROFIT increased by  41% to R16,9 million
EARNINGS PER SHARE increased to 1,5 cents from a loss of 3,7 
cents
HEADLINE EARNINGS PER SHARE increased by 42% to 2,7 cents
CASH FLOWS FROM OPERATING ACTIVITIES increased by 114% to R73,5 
million

CASH AND CASH EQUIVALENTS increased by 349% to R94,5 million
SUMMARISED AUDITED CONSOLIDATED ABRIDGED STATEMENTS OF FINANCIAL 
POSITION
at 28 February 2013, 2014 and 2015
                                             Restated
                             2015      2014      2013      2012
                   Notes    R’000     R’000     R’000     R’000
ASSETS
Non–current assets        140 332   141 000   164 825   116 446
Property, plant and 
 equipment                114 393   117 079   124 376    80 718
Intangible assets          13 656    14 413    15 169     8 350
Other financial 
 assets                    12 283     9 508    25 280    27 378
Current assets            169 770   106 878    90 220    59 115
Inventories                38 305    42 761    47 195    38 380
Trade and other 
 receivables               36 974    43 072    33 157    18 317
Cash and cash 
 equivalents               94 491    21 045     9 868     2 418
Non-current assets 
 held-for-sale         2        –         –    14 959    60 159
Total assets              310 102   247 878   270 004   235 720
EQUITY AND 
 LIABILITIES 
Equity attributable 
 to owners of 
 the company               14 007     4 531    27 691       296
Stated capital       6.1  228 242   228 242   228 242         –
Share capital        6.1        –         –         –        63
Share premium        6.1        –         –         –   228 179
Accumulated loss         (214 235) (223 711) (200 551) (227 946)
Non–current 
 liabilities               85 860    65 604    47 185    47 706
Borrowings                  8 884     1 933         –     9 946
Shareholder loans          35 134    32 592    29 430    27 574
Provisions                 41 597    28 480    17 010    10 186
Deferred tax 
 liability                    245     2 599       745         –
Current liabilities       210 235   177 743   195 128   187 718
Borrowings                109 004    99 448   107 831   114 081
Trade and other 
 payables                  83 475    66 314    54 904    29 546
Taxation                   17 756    11 981    11 166    15 040
Bank overdraft                  –         –    21 227    29 051
Total equity and 
 liabilities              310 102   247 878   270 004   235 720

SUMMARISED AUDITED CONSOLIDATED ABRIDGED STATEMENTS OF PROFIT OR 
LOSS AND OTHER COMPREHENSIVE INCOME
for the years ended 28 February 2013, 2014 and 2015
                                             Restated
                             2015      2014      2013      2012
                   Notes    R’000     R’000     R’000     R’000
CONTINUING 
 OPERATIONS
Revenue                   318 229   283 936   223 755   134 807
Cost of sales            (241 695) (212 375) (159 984)  (93 388)
Gross profit               76 534    71 561    63 771    41 419
Other income                3 479     1 912     1 100     4 251
Administrative 
 expenses                 (37 827)  (64 886)    5 804   (19 272)
  Other 
   administrative 
   expenses               (30 714)  (29 699)  (26 495)  (27 821)
  (Impairment 
   losses)/
   impairment 
   reversals       3; 6.2  (7 113)  (35 187)   32 299     8 549
Distribution 
 expenses                  (3 603)   (3 532)   (3 943)   (4 092)
Other expenses            (13 251)   (9 921)   (4 097)     (224)
Operating profit/
 (loss) before 
 interest 
  and taxation             25 332    (4 866)   62 635    22 082
Finance income              1 657     2 353     2 516     1 178
Finance costs             (15 384)  (16 168)  (25 222)  (29 654)
Profit/(loss) 
 before taxation           11 605   (18 681)   39 929    (6 394)
Taxation                   (2 129)   (3 984)   (1 435)        –
Profit/(loss) 
 from continuing 
 operations                 9 476   (22 665)   38 494    (6 394)
Discontinued 
 operations
Loss from 
 discontinued 
 operations        2; 6.3       –      (495)  (11 099)  (26 358)
Profit/(loss)               9 476   (23 160)   27 395   (32 752)
Other comprehensive 
 income    
Items that will not 
 be reclassified 
 to profit or loss              –         –         –         –
Total comprehensive 
 income attributable 
 to owners of 
 the company                9 476   (23 160)   27 395   (32 752)
EARNINGS PER SHARE     4    cents     cents     cents     cents
Earnings/(loss) 
 per share    
Basic
Continuing operations         1,5      (3,6)      6,1      (1,0)
Discontinued 
 operations                     –      (0,1)     (1,8)     (4,2)
Total                         1,5      (3,7)      4,3      (5,2)
Diluted
Continuing operations         1,5      (3,6)      6,1      (1,0)
Discontinued 
 operations                     –      (0,1)     (1,8)     (4,1)
Total                         1,5      (3,7)      4,3      (5,1)

SUMMARISED AUDITED CONSOLIDATED ABRIDGED STATEMENTS OF CHANGES IN 
EQUITY
for the years ended 28 February 2013, 2014 and 2015
                                      Share     Share    Stated
                                    capital   premium   capital
                                      R’000     R’000     R’000 
Balance at 28 February 2011              65   228 179         –
Total comprehensive income for 
 the year                                 –         –         –
Balance at 29 February 2012              65   228 179         –
Conversion of shares                    (65) (228 179)  244 142
Total comprehensive income for the 
 year (Restated)                          –         –         –
Balance at 28 February 2013 (Restated)    –         –   244 142
Total comprehensive income for 
 the year                                 –         –         –
Balance at 28 February 2014               –         –   244 142
Total comprehensive income for 
 the year                                 –         –         –
Balance at 28 February 2015               –         –   244 142
Notes                                   6.1        6.1      6.1
                                              (Accumu-
                                           lated loss)/
                                   Treasury  retained     Total
                                     shares  earnings    equity
                                      R’000     R’000     R’000 
Balance at 28 February 2011              (2)  (195 194)  33 048
Total comprehensive income for 
 the year                                 –    (32 752) (32 752)
Balance at 29 February 2012              (2)  (227 946)     296
Conversion of shares                (15 898)         –        –
Total comprehensive income for the 
 year (Restated)                          –     27 395   27 395
Balance at 
 28 February 2013 (Restated)        (15 900)  (200 551)  27 691
Total comprehensive income for 
 the year                                 –    (23 160) (23 160)
Balance at 28 February 2014         (15 900)  (223 711)   4 531
Total comprehensive income for 
 the year                                 –      9 476    9 476
Balance at 28 February 2015         (15 900)  (214 235)  14 007
Notes                                   6.1

SUMMARISED AUDITED CONSOLIDATED ABRIDGED STATEMENTS OF CASH FLOWS
for the years ended 28 February 2013, 2014 and 2015
                                             Restated
                             2015      2014      2013      2012
                   Notes    R’000     R’000     R’000     R’000
Cash flows from 
 operating 
 activities                73 525    34 407    10 720   (10 724)
Cash generated 
 from operations    6.4    83 536    48 274    37 268    17 775
Finance income              1 657     2 353     2 516     1 178
Finance costs       6.4   (11 668)  (13 820)  (24 911)  (26 096)
Tax paid                        –    (2 400)   (4 153)   (3 581)
Cash flows from 
 investing 
 activities               (19 128)    1 285    18 894    27 484
Additions to 
 property, plant 
 and equipment            (17 054)  (12 515)  (18 826)   (5 713)
Proceeds on disposal 
 of property, plant 
 and equipment                701         –     1 533    10 200
Disposal of 
 discontinued 
 operations, net 
 of cash disposal     2         –    15 000    37 204    48 560
Additions to 
 intangible assets              –         –      (606)   (1 711)
(Acquisition)/
 disposal of other 
 financial assets*  6.4    (2 775)   (1 200)     (411)  (23 852)
Cash flows from 
 financing activities      19 049    (3 288)  (14 340)  (23 236)
Borrowings raised          21 326    14 091     1 856     2 288
Borrowings repaid          (2 277)  (17 379)  (16 196)  (25 524)
Net increase/(decrease) 
 in cash and cash 
 equivalents               73 446    32 404    15 274    (6 476)
Cash and cash 
 equivalents at 
 beginning of year         21 045   (11 359)  (26 633)  (20 157)
Cash and cash 
 equivalents at 
 end of year               94 491    21 045   (11 359)  (26 633)
* Including short-term portions.

NOTES TO THE SUMMARISED AUDITED CONSOLIDATED ABRIDGED FINANCIAL 
STATEMENTS
for the years ended 28 February 2013, 2014 and 2015
1.  BASIS OF PREPARATION AND ACCOUNTING POLICIES
    The abridged financial results are prepared in accordance 
    with the requirements of the JSE Limited Listings 
    Requirements for abridged reports, and the requirements of 
    the Companies Act applicable to summary financial statements. 
    The Listings Requirements require abridged reports to be 
    prepared in accordance with the framework concepts and the 
    measurement and recognition requirements of International 
    Financial Reporting Standards (IFRS) and the SAICA Financial 
    Reporting Guides as issued by the Accounting Practices 
    Committee and Financial Pronouncements as issued by the 
    Financial Reporting Standards Council and to also, as a 
    minimum, contain the information required by IAS 34 Interim 
    Financial Reporting. 
    The accounting policies applied in the preparation of the 
    consolidated financial statements, from which the abridged 
    financial results were derived, are in terms of International 
    Financial Reporting Standards and are consistent with the 
    accounting policies applied in the preparation of the 
    previous consolidated financial statements.
    The abridged financial results have been prepared on the 
    historic cost conversion, except for certain financial 
    instruments, which are stated at fair value. The results are 
    presented in Rand rounded to the nearest thousand (R’000).
    Brikor was placed under provisional liquidation on 30 July 
    2013 and did not publish any results since then except for 
    the provisional results which were published on 22 April 
    2016. Brikor’s last published integrated report was for the 
    financial year ended 28 February 2012. The abridged financial 
    results are therefore presented for the three years ended 
    28 February 2013, 2014 and 2015 with comparative information 
    for 2012.
2.  NON-CURRENT ASSETS HELD-FOR-SALE AND DISCONTINUED OPERATIONS 
    The tables below analyse the results relating to the 
    discontinued operations:
                                             Olifants-
                                              fontein     Total
    2014                                        R’000     R’000
    Revenue                                         –         –
    Expenses                                     (536)     (536)
    Net financing costs                             –         –
    Loss from operating activities 
     (no tax effect)                             (536)     (536)
    Profit on disposal of discontinued 
     operations (no tax effect)                    41        41
    Loss from discontinued operations            (495)     (495)
                                                Bronk-
                         Olifants-   Vereen-    horst-    
                          fontein     iging    spruit     Total
    2013                    R’000     R’000     R’000     R’000
    Revenue                 1 574     1 385         -     2 959
    Expenses               (3 469)   (3 336)     (598)   (7 403)
    Impairment reversals/
     (impairment)           7 517     1 256    (4 859)    3 914
    Net financing costs         –         –         –         –
    Profit/(loss) from 
     operating activities 
     (no tax effect)        5 622      (695)   (5 457)     (530)
    Loss on disposal of 
     discontinued operations 
     (no tax effect)       (3 010)   (7 559)        –   (10 569)
    Loss from discontinued 
     operations             2 612    (8 254)   (5 457)  (11 099)
                                      Bronk- 
               Olifants-   Vereen-    horst- 
                fontein     iging    spruit   Stanger     Total
    2012          R’000     R’000     R’000     R’000     R’000
    Revenue          36     8 657     4 038    52 667    65 398
    Expenses     (4 121)   (9 827)   (6 213)  (51 369)  (71 530)
    Impairments (14 004)   (7 878)        –    (1 944)  (23 826)
    Net 
     financing 
     costs            –         –         –       (75)      (75)
    Loss from 
     operating 
     activities 
     (no tax 
     effect)    (18 089)   (9 048)   (2 175)     (721)  (30 033)
    Profit on 
     disposal of 
     discontinued 
     operations 
     (no tax 
     effect)          –         –         –     3 675     3 675
    Loss from 
     discontinued 
     operations (18 089)   (9 048)   (2 175)   (2 954)  (26 358)
    The following tables summarise the carrying values of the 
    assets and liabilities that have been classified as held-
    for-sale and the profit/(loss) on disposal of discontinued 
    operations:
                                             Olifants-
                                              fontein     Total
    2014                                        R’000     R’000
    Property, plant and equipment             (14 959)  (14 959)
    Proceeds on disposal                       15 000    15 000
    Profit on disposal of discontinued 
     operations (no tax effect)                    41        41
                                                Bronk-
                         Olifants-   Vereen-    horst-    
                          fontein     iging    spruit     Total
    2013                    R’000     R’000     R’000     R’000
    Property, plant and 
     equipment – 
     opening balance       20 219    25 066    14 874    60 159
    Impairment reversals/
     (impairment)           7 517     1 256    (4 859)    3 914
    Transferred back into 
     continuing operations   (962)     (379)        –    (1 341)
    Carrying value of 
     property, plant and 
     equipment sold       (11 815)  (25 943)  (10 015)  (47 773)
    Non-current assets 
     held-for-sale         14 959         –         –    14 959
    Carrying value of 
     property, plant and 
     equipment sold       (11 815)  (25 943)  (10 015)  (47 773)
    Proceeds on disposal    8 805    18 384    10 015    37 204
    Loss on disposal 
     of discontinued 
     operations (no 
     tax effect)           (3 010)   (7 559)        –   (10 569)
                                      Bronk- 
               Olifants-   Vereen-    horst- 
                fontein     iging    spruit     Total   Stanger
    2012          R’000     R’000     R’000     R’000     R’000
    Property, 
     plant and 
     equipment   20 219    25 066    14 874    60 159    41 856
    Inventories       –         –         –         –     5 080
    Trade and 
     other 
     receivables      –         –         –         –     7 168
    Cash and 
     cash 
     equivalents      –         –         –         –     1 440
    Provisions        –         –         –         –    (1 440)
    Borrowings        –         –         –         –    (1 615)
    Trade and 
     other payables   –         –         –         –    (6 164)
    Non-current 
     assets held-
     for-sale    20 219    25 066    14 874    60 159    46 325
    Profit on 
     disposal of 
     discontinued 
    operations 
    (no tax effect)                                       3 675
    Proceeds on disposal                                 50 000
    Less: Cash and cash equivalents                      (1 440)
    Cash proceeds                                        48 560
    The following tables summarise the cash flow effects of the 
    discontinued operations:
                                             Olifants-
                                              fontein     Total
    2014                                        R’000     R’000
    Cash flow  
    Net cash from operating activities           (536)     (536)
    Net cash from investing activities         15 000    15 000
    Net cash from financing activities              –         –
    Net increase in cash and cash equivalents  14 464    14 464
                                                Bronk-
                         Olifants-   Vereen-    horst-    
                          fontein     iging    spruit     Total
    2013                    R’000     R’000     R’000     R’000
    Cash flow  
    Net cash flows from 
     operating 
     activities            (1 895)   (1 951)     (598)   (4 444)
    Net cash flows from 
     investing activities   8 805    18 384    10 015    37 204
    Net cash flows from 
     financing activities       –         –         –         –
    Net increase in cash 
     and cash equivalents   6 910    16 433     9 417    32 760
                                      Bronk- 
               Olifants-   Vereen-    horst- 
                fontein     iging    spruit   Stanger     Total
    2012          R’000     R’000     R’000     R’000     R’000
    Cash flow  
    Net cash 
     flows from 
     operating 
     activities  (4 085)   (1 170)   (2 175)    1 223    (6 207)
    Net cash 
     flows from 
     investing 
     activities       –         –         –    48 560    48 560
    Net cash flows 
     from financing 
     activities       –         –         –         –         –
    Net increase/
     (decrease) in 
     cash and cash 
     equivalents (4 085)   (1 170)   (2 175)   49 783    42 353
    On 18 August 2011 Brikor entered into an agreement for the 
    sale of the Stanger operations for R50 million to be settled 
    through the payment of R30 million in cash and the balance 
    of R20 million in 72 equal monthly instalments. The 
    agreement became unconditional on 30 November 2011.
    On 10 October 2011 a decision was taken by the board to 
    dispose of the operations in Olifantsfontein, Vereeniging 
    and Bronkhorstspruit.
    On 8 July 2012 Brikor held an auction for the sale of plant 
    and equipment of which R8,6 million was received for the
    Vereeniging division and R0,5 million for the 
    Olifantsfontein division. On 17 August 2012 Brikor auctioned 
    the Vereeniging division’s fixed property for R9,8 million.
    On 24 August 2012 Brikor auctioned the Bronkhorstspruit 
    division for R10,0 million. On 12 July 2012 Brikor disposed 
    of R8,3 million of the Olifantsfontein division’s plant and 
    equipment. On 14 August 2012 Brikor entered into an 
    agreement for the sale of the Olifantsfontein fixed property 
    for R15,0 million. As at 28 February 2013 the transfer of 
    the fixed property was still at the deeds office and 
    accordingly this sale had not yet been recorded, however, in 
    July 2013 transfer took place and the sale was consequently 
    accounted for in the 2014 financial year.
3.  IMPAIRMENTS
    The following table summarises the (impairments)/impairment 
    reversals relating to the continuing operations:
                             2015      2014      2013      2012
                            R’000     R’000     R’000     R’000
    (Impairments)/impairment 
     reversals of property, 
     plant and equipment   (7 113)  (11 001)   25 858     8 549
    Impairment of other 
     financial assets           –   (21 768)        –         –
    Impairment of 
     other receivables          –    (1 287)        –         –
    Impairment reversal 
     of intangible assets       –         –     6 441         –
    Write-down of 
     raw material inventory     –    (1 131)        –         –
    Total                  (7 113)  (35 187)   32 299     8 549
    (IMPAIRMENTS)/REVERSALS OF PROPERTY, PLANT AND EQUIPMENT AND 
    INTANGIBLE ASSETS
    In 2015 impairments which were made to the aggregates 
    segment were as follows:
    –  Plant and equipment with a carrying value of R4,4 million 
       were valued downward by R3,7 million to a carrying value 
       of R0,7 million.
    –  In 2015 impairments which were made to the bricks segment
       were as follows: 
    –  Plant and equipment with a carrying value of R3,6 million 
       were valued downward by R3,4 million to a carrying value 
       of R0,2 million.
    These impairments were as a result of assets no longer in 
    use by the respective segments and sold on auction 
    subsequent to year-end. The recoverable amount of these 
    assets were determined with reference to the price that 
    could be obtained for the respective assets at the auction.
    In 2014 impairments which were made to the aggregates 
    segment were as follows:
    –  Plant and equipment with a carrying value of R0,3 million 
       were valued downward by R0,3 million to a carrying value 
       of Rnil.
    –  Capital projects with a carrying value of R0,9 million
       were valued downward by R0,9 million to a value of Rnil.
    In 2014 impairments made to the bricks segment were as 
    follows:
    –  Capital projects with a value of R9,8 million were valued 
       downward by R9,8 million to a value of Rnil.
    These capital projects were ceased in the 2014 year. 
    In 2013 impairments which were made to the aggregates 
    segment in 2010 were reversed as follows:
    –  Mineral reserves with a carrying value of R11,4 million 
       were valued upward by R14,7 million to a carrying amount 
       of R26,2 million.
    –  Buildings with a carrying value of R0,6 million were 
       valued upward by R3,6 million to a carrying value of R4,2 
       million.
    –  Plant and equipment with a carrying value of R6,25 
       million were valued upward by R6,2 million to a carrying 
       value of R12,5 million.
    These impairments were reversed due to valuations performed 
    by John Wyles (appointed appraiser to the Supreme Court of 
    South Africa) on property, plant and equipment based on 
    their market values as at 31 January 2013, which indicated 
    the impairment no longer applied. Value-in-use calculations 
    were performed to determine the value of future cash flows. 
    These calculations further supported the impairment 
    reversal. Reversals were performed up to the carrying values 
    that the assets would have been at 28 February 2013, had 
    they never been impaired. 
    In 2013 impairments, which were made to assets transferred 
    back from discontinued operations, were reversed as follows:
    –  Plant and equipment with a carrying value of R1,1 million
       were valued upward by R1,3 million to a carrying value of 
       R2,4 million.
    The aggregates segment was classified as a discontinued 
    operation during the 2010 financial year. In 2013 
    significant changes with a favourable effect on the segment 
    have taken place and management therefore changed its 
    intention to utilise these assets in the mining segment 
    instead of selling them. Reversals were performed up to the 
    carrying values that the assets would have been at 28 
    February 2013, had they never been impaired.
    The recoverable amount of the assets were determined with 
    reference to valuations performed by an independent 
    appraiser as well as a value in use calculation of the 
    segment. The estimate of value in use was determined using a 
    pre-tax discount rate of 20% and a terminal value growth 
    rate of 6% from 2016 onwards. These impairment reversals 
    were made due to the change of intention to utilise these 
    assets in mining operations instead of selling them.
    In 2012 projects with a carrying value of R8,5 million in 
    the bricks segment, which was impaired in 2011, were 
    revived.
    IMPAIRMENT OF OTHER FINANCIAL ASSETS
    Impairment of other financial assets in 2014 relates to the 
    deed of sale debtor, Huntrex 305 (Pty) Ltd, which resulted 
    from the sale of the Stanger Division in November 2011. The 
    last payment in respect of the loan was received in October 
    2012, however, Huntrex 305 (Pty) Ltd has subsequently been 
    placed under liquidation and management is of the opinion 
    that the full amount of R21,8 million will not be 
    recoverable.
4.  EARNINGS PER SHARE
                                            Restated
                            2015      2014      2013      2012
                           cents     cents     cents     cents
    BASIC
    Continuing operations    1,5      (3,6)      6,1      (1,0)
    Discontinued operations    –      (0,1)     (1,8)     (4,2)
    Total                    1,5      (3,7)      4,3      (5,2)
    DILUTED
    Continuing operations    1,5      (3,6)      6,1      (1,0)
    Discontinued operations    –      (0,1)     (1,8)     (4,1)
    Total                    1,5      (3,7)      4,3      (5,1)
    HEADLINE EARNINGS/(LOSS) 
      PER SHARE 
    Continuing operations    2,7       2,0       1,1      (2,4)
    Discontinued operations    –      (0,1)     (0,7)     (1,0)
    Total                    2,7       1,9       0,4      (3,4)
    DILUTED HEADLINE 
     EARNINGS/(LOSS) PER 
     SHARE
    Continuing operations    2,7       2,0       1,1      (2,3)
    Discontinued operations    –      (0,1)     (0,7)     (1,0)
    Total                    2,7       1,9       0,4      (3,3)
    The calculations for earnings/(loss) per share attributable 
    to the ordinary equity holders are based on the following:
    Reconciliation between basic earnings/(loss) and headline 
    earnings/(loss) as well as diluted earnings/(loss)
                                           Discon-
                          Continuing       tinued  
                          operations   operations        Total
                               R’000        R’000        R’000
    2015
    Profit
    Basic and diluted profit   9 476            –        9 476
    Impairments of assets      7 113            –        7 113
    Loss on scrapping of 
     property, plant and 
     equipment                   268            –          268
    Headline and diluted 
     headline profit          16 857            –       16 857
                                           Discon-
                          Continuing       tinued  
                          operations   operations        Total
                               R’000        R’000        R’000
    2014
    Profit/(loss)
    Basic and diluted loss   (22 665)        (495)     (23 160)
    Impairments of assets     35 187            –       35 187
    Profit on disposal of 
     discontinued operations       –          (41)         (41)
    Headline and diluted 
     headline profit/(loss)   12 522         (536)      11 986
                                           Discon-
                          Continuing       tinued  
                          operations   operations        Total
                               R’000        R’000        R’000
    2013 (Restated)
    Profit/(loss)
    Basic and diluted 
     profit/(loss)            38 494      (11 099)      27 395
    Impairment reversals 
     of assets               (32 299)      (3 914)     (36 213)
    Loss on scrapping of 
     property, plant and 
     equipment and disposal 
     of discontinued 
     operation                   850       10 569       11 419
    Headline and diluted 
     profit/(loss)             7 045       (4 444)       2 601
    2012
    Loss
    Basic and diluted loss    (6 394)     (26 358)     (32 752)
    (Impairment reversals)/
     impairment of assets     (8 549)      23 826       15 277
    (Profit)/loss on 
     scrapping of property, 
     plant and equipment 
     and disposal of 
     discontinued operations      18       (3 675)      (3 657)
    Headline and diluted 
     loss                    (14 925)      (6 207)     (21 132)
                               2015     2014     2013     2012
                               ’000     ’000     ’000     ’000
    Number of shares
    The weighted average 
     number of shares 
     outstanding during 
     the year               629 342  629 342  629 342  629 342
    Brikor Limited Share 
     Incentive Scheme Trust       –        –        –   15 900
    Diluted weighted average 
     number of shares       629 342  629 342  629 342  645 242
    Weighted average number 
     of shares              629 342  629 342  629 342  629 342
5.  RESTATEMENT OF FINANCIAL RESULTS FOR THE YEAR ENDED 
    28 FEBRUARY 2013
    The financial results for the year ended 28 February 2013 
    have been restated due to:
    –  understatement of the provisions for royalty tax;
    –  income tax adjustments;
    –  correction in allocation of expenses by function;
    –  reclassification of investment property to property, 
       plant and equipment; and
    –  reclassification of segment assets and liabilities.
    During 2013, Brikor incorrectly reclassified a portion of 
    property, plant and equipment to investment property and 
    understated the royalty taxation provision and interest on 
    late payment. Legal fees previously recognised in the other 
    administrative expense line item was re-allocated to the 
    other expense line item. The effect of these errors have 
    been corrected.
    The effect of the restatement, when applied to the 28 
    February 2013 financial year, had the following impact:
                                Previously    Adjust-  
                                  reported      ment  Restated
                                     R‘000     R‘000     R‘000
    INVESTMENT PROPERTY
    Statement of financial 
     position  
    Investment property             14 342   (14 342)        –
    Property, plant and equipment  110 034    14 342   124 376
    ROYALTY TAXATION  
    Statement of financial 
     position  
    Accumulated loss              (195 017)   (5 534) (200 551)
    Trade and other payables        49 008     5 896    54 904
    Taxation                        11 528      (362)   11 166
    Statement of profit or 
     loss and other 
     comprehensive income  
    Cost of sales                 (155 861)   (4 123) (159 984)
    Finance cost                   (23 449)   (1 773)  (25 222)
    Taxation                        (1 797)      362    (1 435)
    LEGAL FEES  
    Statement of profit or loss 
     and other comprehensive 
     income  
    Other administrative expenses   29 815    (3 320)   26 495
    Other expenses                     777     3 320     4 097

6.  RECLASSIFICATIONS 
    The annual report for the years ended 28 February 2013, 2014 
    and 2015 (“annual report”) is being posted to shareholders 
    today, 25 July 2016, and save for the changes set out below, 
    contains no material modifications to the reviewed condensed 
    consolidated provisional financial results (“provisional 
    results”) which were published on the Stock Exchange News 
    Services of the JSE Limited (“JSE”) on 22 April 2016. 

6.1 EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
    Brikor converted its ordinary share capital and share premium 
    on 15 January 2013 to stated capital. The above conversion 
    was, however, not reflected in the provisional results. The 
    annual report reflects the reclassifications. The net 
    aggregated amounts are unchanged.
    PROVISIONAL RESULTS
                                             Restated
                             2015      2014      2013      2012
                            R‘000     R‘000     R‘000     R‘000
    Share capital              63        63        63        63
    Share premium         228 179   228 179   228 179   228 179
    ANNUAL REPORT
                                             Restated
                             2015      2014      2013      2012
                            R‘000     R‘000     R‘000     R‘000
    Stated capital        228 242   228 242   228 242         –
    Share capital               –         –         –        63
    Share premium               –         –         –   228 179

6.2 (IMPAIRMENT LOSSES)/IMPAIRMENT REVERSALS 
    The (impairment losses)/impairment reversals were disclosed 
    in the provisional results in a separate line item after 
    “Operating profit before impairments”. It was reclassified in 
    the annual report and included in “Administrative expenses”. 
    The net aggregated amounts are unchanged.
    PROVISIONAL RESULTS
                                             Restated
                             2015      2014      2013      2012
                            R‘000     R‘000     R‘000     R‘000
    Administrative 
     expenses             (30 714)  (29 699)  (26 495)  (27 821)
    Operating profit 
     before impairments    32 445    30 321    30 336    13 533
    (Impairments)/
     impairment reversals  (7 113)  (35 187)   32 299     8 549
    Operating profit/(loss) 
     before interest and 
     taxation              25 332    (4 866)   62 635    22 082
    ANNUAL REPORT
                                             Restated
                             2015      2014      2013      2012
                            R‘000     R‘000     R‘000     R‘000
    Administrative 
     expenses             (37 827)  (64 886)    5 804   (19 272)
    Other administrative 
     expenses             (30 714)  (29 699)  (26 495)  (27 821)
    (Impairment losses)/
     impairment reversals  (7 113)  (35 187)   32 299     8 549
    Operating profit/(loss) 
     before interest and 
     taxation              25 332    (4 866)   62 635    22 082

6.3 LOSS FROM DISCONTINUED OPERATIONS
    The “Loss from discontinued operations” and “Profit/(loss) on 
    disposal of discontinued operations” were disclosed as 
    separate line items in the provisional results while they 
    have been disclosed as a single line item in the annual 
    report. The net aggregated amounts are unchanged.
    PROVISIONAL RESULTS
                                             Restated
                             2015      2014      2013      2012
                            R‘000     R‘000     R‘000     R‘000
    Loss from discontinued 
     operations                 –      (536)     (530)  (30 033)
    Profit/(loss) on 
     disposal of 
     discontinued operations    –        41   (10 569)    3 675
    ANNUAL REPORT
                                             Restated
                             2015      2014      2013      2012
                            R‘000     R‘000     R‘000     R‘000
    Loss from 
     discontinued operations    –      (495)  (11 099)  (26 358)

6.4 CASH FLOW STATEMENTS
    The following rounding adjustments and reclassifications were 
    made in order to achieve consistency between the years 
    presented. The net aggregated amounts are unchanged. 
                                             Restated
                             2015      2014      2013      2012
                            R‘000     R‘000     R‘000     R‘000
    Cash generated from 
     operations        
    –  Per provisional 
        results            83 534    48 225    35 479    17 775
    –  Per annual report   83 536    48 274    37 268    17 775
                                2        49     1 789         –
    Finance cost        
    –  Per provisional 
        results           (11 665)  (13 821)  (25 633)  (26 096)
    –  Per annual report  (11 668)  (13 820)  (24 911)  (26 096)
                                3         1       722         –
    (Acquisition)/disposal 
     of other financial 
     assets        
    –  Per provisional 
        results            (2 773)   (1 152)    2 098  ( 23 852)
    –  Per annual report   (2 775)   (1 200)     (411)  (23 852)
                               (2)      (48)   (2 509)        –
7.  SEGMENTAL REPORTING
    The following is an analysis of the group’s revenue and 
    results from operations by reportable segments.
    SEGMENT PROFIT RECONCILIATION
                                              Aggre-
                           Coal    Bricks     gates   Total
                          R’000     R’000     R’000     R’000
    2015
    Revenue
    External            107 844   151 468    58 917   318 229
    Reportable segment 
     revenue            107 844   151 468    58 917   318 229
    Operating profit 
     before impairments   7 283    20 348     4 814    32 445
    Impairments               –    (3 379)   (3 734)   (7 113)
    Operating profit 
     before interest 
     and taxation         7 283    16 969     1 080    25 332
    Segment assets and 
     liabilities
    Segment assets       74 672    68 791    72 148   215 611
    Segment liabilities (70 121)  (58 035)  (11 248) (139 404)
    Other segment 
     information
    Depreciation and 
     amortisation 
     included in 
     cost of sales and 
     operating 
     expenditure         (6 074)   (3 401)   (2 985)  (12 460)
    Additions to 
     non-current assets  16 000        34     1 020    17 054
    2014
    Revenue
    External             93 082   150 030    40 824   283 936
    Reportable segment 
     revenue             93 082   150 030    40 824   283 936
    Operating profit/
     (loss) before 
     impairments         14 132    16 472      (283)   30 321
    Impairments               –   (10 978)   (1 154)  (12 132)
    Impairments not 
     allocated to segments    –         –         –   (23 055)
    Operating profit/
     (loss) before interest 
     and taxation        14 132     5 494    (1 437)   (4 866)
    Segment assets 
     and liabilities
    Segment assets       58 573    88 832    79 428   226 833
    Segment liabilities (37 845)  (50 914)  (10 452)  (99 211)
    Other segment 
     information
    Depreciation and 
     amortisation 
     included in 
     cost of sales 
     and operating 
     expenditure         (3 154)   (4 573)   (2 744)  (10 471)
    Additions to 
     non-current assets   5 757     5 531     1 227    12 515
    2013 (Restated)
    Revenue
    External             60 483   114 720    48 552   223 755
    Reportable segment 
     revenue             60 483   114 720    48 552   223 755
    Operating profit 
     before impairments  14 424     5 120    10 792    30 336
    Impairment reversals      –     1 014    31 285    32 299
    Operating profit 
     before interest 
     and taxation        14 424     6 134    42 077    62 635  
    Segment assets 
     and liabilities
    Segment assets       28 919   136 061    80 197   245 177
    Segment liabilities (13 266)  (54 718)   (9 940)  (77 924)
    Other segment 
     information
    Depreciation and 
     amortisation 
     included in cost 
     of sales and 
     operating 
     expenditure         (1 317)   (4 453)   (1 266)   (7 036)
    Additions to 
     non-current assets  10 432     6 422     2 579    19 433
    2012
    Revenue
    External                  –   112 818    21 989    134 807
    Reportable segment 
     revenue                  –   112 818    21 989    134 807
    Operating profit 
     before impairments       –     8 015     5 518     13 533
    Impairment reversals      –     8 549         –      8 549
    Operating profit 
     before interest 
     and taxation             –    16 564     5 518     22 082  
    Segment assets and 
     liabilities
    Segment assets            –   133 639    39 504    173 143
    Segment liabilities       –   (46 196)   (7 035)   (53 231)
    Other segment 
     information
    Depreciation and 
     amortisation included 
     in cost of sales and 
     operating expenditure    –    (5 278)     (880)    (6 158)
    Additions to 
     non-current assets       –     6 404     1 020      7 424
    RECONCILIATION OF ASSETS AND LIABILITIES
                                            Restated
                            2015      2014      2013      2012
                           R’000     R’000     R’000     R’000
    Reconciliation of 
     assets
    Total assets for 
     reportable 
     segments            215 611   226 833   245 177   173 143
    Other assets          94 491    21 045    24 827    62 577
                         310 102   247 878   270 004   235 720
    Reconciliation of 
     liabilities 
    Total liabilities for 
     reportable 
     segments           (139 404)  (99 211)  (77 924)  (53 231)
    Other liabilities   (156 691) (144 136) (164 389) (182 193)
                        (296 095) (243 347) (242 313) (235 424)
    Factors used to identify segments are based on geographical 
    location and divisional structuring; this is also how the 
    group reports financial results to the chief operating 
    decision-maker on a monthly basis.
    The accounting policies of the reportable segments are the 
    same as the group’s accounting policies. 
    Segment profit represents the profit earned by each segment 
    without allocation of finance costs and income tax expense. 
    This is the measure reported to the chief operating 
    decision-maker for the purposes of assessment of segment 
    performance.
    Revenue reported already relates to external customers only 
    and no inter-segment sales take place. No single customer 
    exists upon which the group is significantly dependent on 
    for revenue and revenue is derived solely from South African 
    customers.
    OTHER ASSETS AND LIABILITIES
    For the purposes of monitoring segment performance and 
    allocating resources between segments:
    –  all assets are allocated to reportable segments other 
       than non-current assets held-for-sale, tax assets and 
       cash and cash equivalents.
    –  all liabilities are allocated to reportable segments 
       other than general borrowings, shareholder loans, 
       deferred taxation, taxation and bank overdraft.

8.  RELATED PARTIES 
    Relationships                             Related director
    Entities controlled by directors
    Cyndara 113 (Pty) Ltd                     G v N Parkin
    Ilangabi Investments 12 (Pty) Ltd         G v N Parkin
    Scarlett Sun 33 (Pty) Ltd                 G v N Parkin
    Amibex (Pty) Ltd                          CB Madolo
    E-Fuel (Pty) Ltd                          G v N Parkin
    Huntrex 305 (Pty) Ltd                     BS Ngubane
    Vecto Trade 449 (Pty) Ltd                 G v N Parkin
    Nigel Brick and Clay (Pty) Ltd            G v N Parkin
    Kuvula Trade 40 (Pty) Ltd                 G Parkin
    Leomega (Pty) Ltd                         G v N Parkin
                  Nature  
                of goods
                     and
                services                     Restated
               purchased     2015      2014      2013      2012
                 or sold    R’000     R’000     R’000     R’000
    Related party 
    balances
    Loan accounts 
    – owing (to)/by 
    related parties
    Shareholder 
     loans – 
     loan 1    Unsecured, 
                interest 
               7,59% p.a. (27 849)  (25 736)  (23 870)  (22 640)
    Shareholder 
     loans – 
     loan 2    Unsecured, 
                 imputed 
                interest 
                 12% p.a.  (7 059)   (6 265)   (5 560)   (4 934)
    Shareholder 
     loans – 
     loan 3    Unsecured, 
            interest-free    (226)     (591)        –         –
    Deed of 
     sale 
     debtor – 
     Huntrex 
     305 (Pty) 
     Ltd          Secured, 
                 interest 
                 at prime 
                  plus 1%        –        –    17 884    20 504
    Amounts 
    included in 
    trade and 
    other 
    receivables/
    (trade and 
    other 
    payables) 
    regarding 
    related parties
    Scarlett 
     Sun 33 (Pty) 
     Ltd        Machinery 
                   rental   (8 910)  (6 145)        –        –
    Scarlett 
     Sun 33 (Pty)
     Ltd          Deposit 
               for bricks 
                and aggre-
                    gates        1      110       203      147
    Nigel Brick 
     and Clay 
    (Pty) Ltd      Bricks      787    3 107     1 704        –
    Nigel Brick 
     and Clay 
    (Pty) Ltd      Bricks        –        –      (335)       –
    Cyndara 113 
    (Pty) Ltd        Engi- 
                   neering    (830)  (1 067)     (159)    (246)
    Cyndara 113 
    (Pty) Ltd        Engi- 
                   neering      27       40        69       49
    Huntrex 305 
    (Pty) Ltd                    –        –     2 667        –
    Amibex (Pty) 
     Ltd             Engi- 
                  neering        –       66         –        –
    Vecto Trade 
     449 (Pty) Ltd  Trans- 
                     port        –        –       218      218
    Kuvula 
     Trade 40 
    (Pty) Ltd       Trans- 
                     port        –        –       354      328
    Kuvula 
     Trade 40 
    (Pty) Ltd       Trans- 
                     port        –        –      (918)     (68)
    Leomega 
    (Pty) Ltd       Aggre- 
                    gates 
                  screens        –        –         –      (22)
    Related party 
     transactions
    G v N Parkin 
    (loan 1) – 
    interest 
    paid          On loan 
                  account   (2 026)  (1 877)   (1 843)  (1 732)
    G v N Parkin 
    (loan 2) – 
    interest 
    paid          Imputed 
                 interest     (795)    (705)     (625)    (556)
    Deed of 
     sale 
     debtor – 
     Huntrex 305 
    (Pty) Ltd    
    Interest 
     received   Amortised        –     1 974     1 835     869
    Loan 
     impaired                    –   (21 768)        –       –
    Other 
     receiva-
     bles 
     impaired                    –    (1 287)        –       –
    Purchases 
     from 
     related 
     parties
    Scarlett 
     Sun 33 
    (Pty) Ltd  Machinery 
                  rental    (9 552)   (9 416)        –       –
    Scarlett 
     Sun 33 
    (Pty) Ltd    Surface 
                  rights    (4 584)   (4 902)   (1 681)      –
    Scarlett 
     Sun 33 
    (Pty) Ltd  Machinery 
                   parts      (244)        –         –       –
    Scarlett 
     Sun 33 
    (Pty) Ltd  Construc-
               tion out-
                sourced          –         –       (34)      –
    Cyndara 
     113 (Pty) 
     Ltd           Engi- 
                neering       (275)   (1 092)   (2 552)   (939)
    Nigel 
     Brick and 
     Clay (Pty) 
     Ltd         Bricks     (3 494)   (2 258)   (2 193)      –
    Vecto 
     Trade 449 
     (Pty) Ltd    Trans- 
                   port          –         –         –    (295)
    Leomega 
    (Pty) Ltd     Aggre- 
                  gates 
                screens          –         –         –     (64)
    Kuvula 
     Trade 40 
    (Pty) Ltd      Tran- 
                  sport    (12 579)  (10 271)   (8 874) (7 818)
    Sales to 
     related 
     parties
    Cyndara 113 
    (Pty) Ltd      Engi- 
                neering        149       170     1 636     707
    Nigel 
     Brick and 
     Clay (Pty) 
     Ltd         Bricks      1 341     2 797     1 023       –
    Scarlett 
     Sun 33 
    (Pty) Ltd    Bricks 
                    and  
                  aggre- 
                  gates         12        51       252   1 609
    Scarlett 
     Sun 33 
    (Pty) Ltd     Diesel       117         –         –       –
    Amibex 
    (Pty) Ltd       Engi- 
                 neering         –        66         –       –
    Kuvula 
     Trade 40 
    (Pty) Ltd       Tran- 
                   sport        10     2 086     3 883   2 837

9.  DIRECTORS’ EMOLUMENTS
                            2015      2014      2013      2012
                           R‘000     R‘000     R‘000     R‘000
    Executive
    Short-term employee 
     benefits              3 869     3 655     3 290     4 044
    Post-employment 
     benefits                171       173       203       260
    Non-executive
    Short-term employee 
     benefits                 80       312       515       506

10. OTHER LEGAL AND REGULATORY REQUIREMENTS
    On 13 April 2016 the auditors reported reportable 
    irregularities to the Independent Regulatory Board for 
    Auditors in respect of non-compliance with the Income Tax 
    Act, No 58 of 1962, Value Added Tax Act, No 89 of 1991 and 
    the Mineral and Petroleum Resources Royalties Act, No 29 of 
    2008. The particulars of the reportable irregularities 
    relate to the following instances, which resulted in 
    penalties and interest being charged to the group:
    –  Non-submission and/or non-timeous submission of 
       provisional tax returns, nor annual tax returns and/or 
       the payment thereof due to SARS, as required by the 
       Income Tax Act, No 58 of 1962;
    –  Non-timeous submission of VAT returns and/or the payment 
       thereof due to SARS, as required by the Value Added Tax 
       Act, No 89 of 1991;
    –  Non-registration for Royalty Tax and/or submission of 
       returns and/or payment of Royalty Tax due to SARS, as 
       required by the Mineral and Petroleum Resources Royalties 
       Act, No 29 of 2008.
    These non-compliances were due to the provisional 
    liquidation of Brikor and cash flow constraints on the 
    group.
    Management is aware of the above and is in the process of  
    taking corrective steps, particularly since the provisional 
    liquidation of Brikor has been lifted to ensure that the 
    relevant non-compliances are adequately addressed. Full 
    provision has been made in the annual financial statements 
    for any related amounts due.

11. SUBSEQUENT EVENTS AND GOING CONCERN
    PROVISIONAL LIQUIDATION
    A dispute with FirstRand Bank Limited (“FirstRand”),
    relating to the immediate demand by FirstRand of Brikor’s 
    overdraft and subsequent foreclosure on two term loans under 
    cross default clauses of the FirstRand finance agreements, 
    led to a legal dispute between Brikor and FirstRand. On 12 
    July 2013, FirstRand brought an application for the 
    liquidation of Brikor. The application was heard on 30 July 
    2013 and the KwaZulu-Natal High Court granted an order for 
    the provisional liquidation of Brikor. 
    Brikor’s listing on the Altx was suspended on the same day. 
    On 5 June 2015, a memorandum of agreement concluded between 
    FirstRand, Brikor, Garnett Parkin and Ina McDonald (the 
    executrix of the estate of the late Garnett van Niekerk 
    Parkin), was made an order of court. In terms of the 
    agreement, Brikor agreed to settle its indebtedness to 
    FirstRand and to make payment to FirstRand in the sum of 
    R105 million in full and final settlement. The agreement 
    further made provision for payment of an amount of R11,97 
    million (inclusive of VAT)  to the joint liquidators of 
    Brikor in respect of their fees. All remaining legal 
    proceedings between FirstRand, Brikor and Ina McDonald (in 
    her capacity as executrix), as previously instituted by 
    Brikor, were also withdrawn. 
    Payments were made as follows in terms of the settlement 
    agreement:
    To FirstRand:
    –  By Brikor from the bank accounts held by the joint 
       liquidators, through cash transfers:
       –  R70 million on 24 April 2015;
       –  R2,5 million on 29 April 2015; and
       –  R2,5 million on 20 May 2015.
    –  By Brikor the amount of R30 million paid on 22 April 
       2015, which was obtained through a loan through its   
       subsidiary Ilangabi Investments 12 (Pty) Ltd. The loan,
       bearing interest at the rate of 9% per annum, is 
       repayable within a period of ten years of signature of 
       the agreement, being 27 November 2015, from the trust 
       account held by the executrix of the estate of the late 
       Garnett van Niekerk Parkin.
    To the joint liquidators:
    –  Payment of R11 969 998 (inclusive of VAT)
       –  R5 700 000 on 5 June 2015;
       –  R919 600 on 8 June 2015;
       –  R334 400 on 11 June 2015;
       –  R919 600 on 30 June 2015;
       –  R334 400 on 1 July 2015;
       –  R919 600 on 31 July 2015;
       –  R334 400 on 3 August 2015;
       –  R1 254 000 on 1 September 2015;
       –  R919 600 on 29 September 2015; and
       –  R334 400 on 1 October 2015.
    By virtue of the granting of the court order of 5 June 2015,
    a return date in respect of the provisional liquidation 
    order was set for 2 October 2015. As Brikor had fulfilled 
    the terms and conditions of the court order, Brikor’s 
    indebtedness was regarded as having been settled in full. On 
    2 October 2015, the Kwa-Zulu Natal High Court discharged the 
    provisional liquidation order, and granted an order for the 
    cancellation of the perfection of the general notarial bond 
    and the cancellation of all other securities provided to 
    FirstRand. 
    Consequently, the group’s current liabilities as well as 
    cash and cash equivalents reduced significantly since the 
    financial year-end. 
    ILANGABI INVESTMENTS 12 (PTY) LTD 
    Shareholders are referred to the announcement released on 
    SENS on 30 November 2015 and various cautionary 
    announcements, the last of which was released on 10 June 
    2016, with the final announcement published on SENS on 13 
    July 2016.
    BACKGROUND
    Ilangabi Investments 12 (Pty) Ltd (“Ilangabi”) holds various 
    prospecting rights and a mining right to which Brikor has 
    access. The mining right is GP 30/5/1/2/2 (219) MR. The 
    mining area comprises of a portion of the remainder of the 
    farm Vlakfontein 281 IR, situated in Gauteng 
    Magisterial/administrative District of Nigel, measuring 
    84.7579 hectares in extent. 
    Ilangabi provides brick-making clay and low grade coal to 
    Brikor’s operations and sells coal to coal traders.
    The late Garnett van Niekerk Parkin (“Parkin”) was the 
    controlling shareholder of Brikor and also held a 69% equity 
    stake in Ilangabi.  
    In August 2010, the board of directors of Brikor initiated a
    process to acquire 100% of the Ilangabi shareholding. On 31 
    August 2010, Brikor acquired 31% of the shares from two 
    minority shareholders.  
    An option agreement was signed by Brikor and Parkin on 
    30 September 2010, in terms of which it was recorded that:
    –  on 27 September 2010, Parkin granted an irrevocable 
       option (“the Option”) to Brikor to acquire the entire 
       ordinary share capital held by Parkin in Ilangabi,
       comprising 69% of the issued ordinary shares of Ilangabi 
       (“the Shares”), together with Parkin’s loan account 
       claims against Ilangabi on the date of exercise of the 
       Option (“the Claims”);
    –  the Option was exercisable by Brikor at any time on or 
       before 27 September 2015 by written notice to Parkin;
    –  the price payable by Brikor for the Shares was the sum of 
       R1 200 000 and for the Claims was an amount equal to 
       their face value on the date of exercise of the Option, 
       less the aggregate of all amounts owed by Ilangabi to 
       Brikor on 27 September 2010 and all amounts owed by 
       Parkin to Ilangabi on the date of exercise of the Option;
    –  all economic rights and benefits derived from the mining 
       rights held by Ilangabi vested and were deemed to accrue 
       for the benefit of Brikor on signature of the Option 
       Agreement;
    –  the price was payable as follows: 
       –  any amounts owing by Parkin to Brikor would be set off 
          against the amount payable by Brikor; and
       –  the balance would be payable in cash within 10 days of 
          the date of exercise of the Option; 
    –  the parties undertook to sign a final sale of shares 
       agreement containing normal terms and conditions. Parkin 
       furnished certain warranties and undertakings.
    On 1 October 2010, Brikor announced the acquisition by it of 
    31% of the issued shares of Ilangabi and the option to 
    acquire the remaining 69% of the issued shares in Ilangabi. 
    On 20 July 2013 Brikor’s listing on the ALTx exchange of the 
    JSE Limited (“JSE”) was suspended as a result of an 
    application for the liquidation of Brikor, which was 
    launched by FirstRand Group (“FirstRand”).  
    On 17 January 2015 Parkin passed away. 
    On 5 June 2015 Brikor and FirstRand entered into a 
    Memorandum of Agreement in terms of which Brikor agreed to 
    settle its indebtedness to FirstRand. This resulted in the 
    lifting of the provisional liquidation order on 2 October 
    2015. 
    The suspension of the company’s listing on the JSE will only 
    be lifted by the JSE once the company has met all the 
    outstanding requirements of the JSE Listings Requirements.
    The most important of these being the finalisation and 
    publication of all the outstanding annual financial 
    statements for the financial years ended 28 February 2013, 
    2014, 2015 and 2016.
    A Memorandum of Agreement was entered into between Brikor, 
    Ilangabi, the Estate of the late Parkin and Garnett Parkin 
    junior, on 27 November 2015, recording inter alia the 
    following:
    –  that on 8 September 2015 it had been agreed that the date 
       by which the Option was to be exercised was extended to 
       15 November 2015; and
    –  that Brikor was still unable, due to financial 
       constraints, to exercise the Option. 
    On 27 November 2015 a Sale of Shares Agreement between the 
    Estate of the Late Garnett Parkin and Brikor was signed. 
    This was announced on SENS on 30 November 2015.
    The categorisation of the transaction was, at the time, 
    uncertain.
    EXERCISE OF THE OPTION
    A number of issues have arisen in the past as to whether or 
    not the Option had been exercised, which issues have now 
    been resolved pursuant to the emergence of new facts and 
    information.
    KPMG Inc. has established certain facts, in respect of which 
    Brikor has obtained a legal opinion.
    Pursuant to the opinion, the Executor of the Estate of the 
    late Parkin and Brikor entered into an agreement on 9 July 
    2016 in terms of which it was irrevocably and 
    unconditionally recorded and agreed that:
    –  on or about 28 February 2011, Brikor had exercised the 
       Option orally and/or by its conduct, which exercise was 
       accepted and agreed to by Parkin;
    –  the purchase price for the Shares and Claims had been 
       agreed upon in the sum of R3 996 263 (discounted purchase 
       price – fair value);
    –  Brikor had effected payment via loan account accrual of 
       the total discounted purchase price (fair value) for the 
       Shares and Claims to Parkin on 28 February 2011;
    –  Parkin and Brikor had agreed to implement the sale of the 
       Shares and Claims;
    –  due to an oversight, Parkin did not execute a share 
       transfer form in respect of the Shares, he did not 
       deliver the share certificate in respect of the Shares to 
       Brikor, nor did he execute a deed of cession in respect 
       of the Claims, which oversight does not affect the 
       validity of the sale of the Shares and Claims; and
    –  Brikor is the sole and beneficial owner of the Shares and 
       Claims.
    Contemporaneously with the signature of the aforementioned 
    agreement, the share certificate in respect of the Shares 
    was delivered to Brikor, a share transfer form in respect of 
    the Shares and a deed of cession in respect of the Claims 
    was executed by the Executor of Parkin’s estate.
    CATEGORISATION OF TRANSACTION
    Based on the number of Brikor’s shares in issue on 
    28 February 2011 and their market price on that date of 
    8 cents per share, the value of the transaction divided by 
    Brikor’s market capitalisation on that date, resulted in the 
    value of the transaction constituting 7,94% of Brikor’s then 
    market capitalisation.
    As Brikor is an Altx listed company the transaction did not 
    constitute a related party transaction, in that the 
    abovementioned percentage was less than 10%. The transaction 
    was a Category 2 transaction and accordingly shareholder 
    approval was not required.
    IMPACT ON FINANCIAL RESULTS
    Ilangabi was fully consolidated in the 2012 annual financial 
    statements of Brikor as if it were a wholly-owned 
    subsidiary.
    The reviewed condensed consolidated provisional financial 
    results for the financial years ended 28 February 2013, 2014 
    and 2015 was published on SENS on 22 April 2016. It included 
    Ilangabi as a wholly-owned subsidiary.
    The value of the net assets, which were the subject matter 
    of the transaction, was reflected in the 2015 financial 
    results as being the sum of R16,8 million.
    The operating profit before interest and taxation 
    attributable to the net assets acquired were reflected in 
    the 2015 financial results as being the sum of R7,3 million. 
    As required by section 9.16 of the JSE Listings 
    Requirements, Brikor undertakes that nothing in the 
    Memorandum of Incorporation of Ilangabi will frustrate 
    Brikor in any way from compliance with its obligations in 
    terms of the Listings Requirements, nor will it relieve
    Brikor from compliance with the Listings Requirements.
    OTHER
    Management is not aware of any material events, other than 
    as outlined above, which occurred subsequent to the year 
    ended 28 February 2015 and which need adjustment or 
    disclosure.
    GOING CONCERN
    The directors have prepared their budgets and cash flow 
    forecast for the 2017 financial year based on reasonable and 
    supportable assumptions.
    The cash flow forecast and current management results 
    indicate that the group will operate as a going concern for 
    the foreseeable future.

NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of the 
shareholders of Brikor will be held at Heidelberg Kloof Lodge, 
Heidelberg Kloof Estate, Stand 31, Heidelberg at 11:00 on Friday, 
26 August 2016 (SA time) to deal with the business as set out in 
the notice of annual general meeting in the annual report.
DATE OF PUBLICATION OF THIS REPORT 

25 July 2016.
Ina McDonald                          Garnett Parkin 
Non-executive chairman                Chief executive officer 
Nigel 
25 July 2016

BRIKOR LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/013247/06
JSE code: BIK
ISIN: ZAE000101945
(“Brikor” or “the group” or “the company”)

DIRECTORS: 
Ina McDonald (Chairman) *
Peter Moyanga (Lead independent director) #
Garnett Parkin (Chief executive officer)
André Hanekom (Financial director)
Limpho Hani #
Collen Madolo #
AP van der Merwe *  
* Non-executive
# Independent non-executive

REGISTERED ADDRESS: 1 Marievale Road, Vorsterskroon, Nigel 1490
Postal address: PO Box 884, Nigel 1490
Telephone: (011) 739 9000
Facsimile: (011) 739 9021

COMPANY SECRETARY: CIS Company Secretaries (Pty) Ltd
TRANSFER SECRETARIES: Computershare Investor Services (Pty) Ltd
AUDITORS: KPMG Inc. 
DESIGNATED ADVISER: Exchange Sponsors (2008) (Pty) Ltd
These results and an overview of Brikor are available at 
www.brikor.co.za.



Date: 25/07/2016 02:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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