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MTN ZAKHELE (RF) LIMITED - Condensed reviewed interim financial results for the six months ended 30 June 2016

Release Date: 11/08/2016 16:55
Code(s): MTNZBE     PDF:  
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Condensed reviewed interim financial results for the six months ended 30 June 2016

MTN ZAKHELE (RF) LIMITED
Company registration number 2010/004693/06
JSE share code MTNZBE
ISIN ZAE000208526

CONDENSED REVIEWED INTERIM FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2016

Results overview for the six months ended 30 June 2016

MTN Zakhele (RF) Limited (the Company) continued to deliver pleasing results for the six months ended 
30 June 2016.

The pleasing results are mainly due to the increased dividend received from MTN Group Limited (MTN). 
During April 2016, dividends of R625,5 million were received compared to R602,9 million in April 2015.

During the interim reporting period, the Company recognised a gain of R192,9 million (June 2015: R165,5 million;
December 2015: loss of R871,9 million) on its derivative financial asset and a gain of R644,2 million 
(June 2015: R439,2 million; December 2015: loss of R5 653,7 million) on the available-for-sale financial asset. 
The value of the available-for-sale financial asset was calculated based on the MTN share price multiplied by 
64 232 040 MTN shares held at 30 June 2016 (June 2015: 62 787 868; December 2015: 64 232 040).

                                              30 June       30 June       31 December     
                                                 2016          2015              2015    
                                               (cents)       (cents)           (cents)   
MTN share price                                14 292        22 875            13 289    

The Company has no business other than the holding of MTN’s shares and administering the associated funding. 
Its success is therefore wholly dependent on the performance of the MTN share price and the ongoing receipt of 
dividends to service and repay debt.

Acting in the best interests of its shareholders, the directors continue to use all extra cash to repay the 
Company’s debt and so steadily reduce the cost of debt. To this effect 485 863 Class A preference shares were 
redeemed on 30 April 2016.

MTN Zakhele’s condensed reviewed interim financial statements for the six months ended 30 June 2016 have been
independently reviewed by the external auditors of the Company, SizweNtsalubaGobodo Inc.

There have been no change to the board of directors during the six months ended 30 June 2016.

SN Mabaso-Koyana                     GG Gelink                       
Chairperson: Board of directors      Chairperson: Audit committee    
Sandton                              Sandton                         
                                                                        
11 August 2016                       11 August 2016                  

Condensed statement of profit or loss for the six months ended 30 June 2016
                                                                        Six months       Six months         Financial     
                                                                             ended            ended        year ended     
                                                                           30 June          30 June       31 December     
                                                                              2016             2015              2015    
                                                                          Reviewed         Reviewed           Audited    
                                                          Notes              R’000            R’000             R’000    
Revenue                                                       5            625 514          606 578           970 075    
Expenses                                                                   (14 371)         (13 030)         (44 714)    
Operating profit                                                           611 143          593 548           925 361    
Finance income                                                                 167              908             1 298    
Finance cost                                                              (111 703)        (107 542)         (215 319)   
Gain/(loss) on remeasurement of the derivative        
financial assets                                                           192 900          165 455          (871 889)   
Profit/(loss) before tax                                                   692 507          652 369          (160 549)   
Income tax (expense)/credit                                                (35 972)         (30 959)          162 780    
Profit after tax                                                           656 535          621 410             2 231    
Basic earnings per share (cents)                              6                618              602               879    

Condensed statement of other comprehensive income for the six months ended 30 June 2016
                                                                        Six months       Six months         Financial     
                                                                             ended            ended        year ended     
                                                                           30 June          30 June       31 December     
                                                                              2016             2015              2015    
                                                                          Reviewed         Reviewed           Audited    
                                                                             R’000            R’000             R’000    
Profit after tax                                                           656 535          621 410             2 231    
Other comprehensive income:                                                524 109          356 958        (4 598 708)    
Gain/(loss) on remeasurement of the available-for-sale 
financial assets                                                           644 248          439 158        (5 653 661)   
Deferred tax on the (loss)/gain on remeasurement of the                   (120 139)         (82 200)        1 054 953    
available-for-sale financial assets                                                                                   
Total comprehensive income/(loss) for the period                         1 180 644          978 368        (4 596 477)   

Condensed statement of financial position for the six months ended 30 June 2016
                                                                       30 June            30 June         31 December     
                                                                          2016               2015                2015    
                                                                      Reviewed           Reviewed             Audited    
                                                          Notes          R’000              R’000               R’000    
Non-current assets                                                           -         16 120 713           6 113 612    
Available-for-sale financial assets                           7              -         14 362 725           5 392 968    
Derivative financial asset                                    8              -          1 757 988             720 644    
Current assets                                                      10 140 003             94 659           3 200 878    
Current tax receivable                                                   3 539              3 076               3 539    
Other receivables                                                        3 678              3 877               3 501    
Cash and cash equivalents                                               39 198             87 706              51 010    
Available-for-sale financial assets                           7      9 180 044                  -           3 142 828    
Derivative financial asset                                    8        913 544                  -                   -    
                                                                                                                         
TOTAL ASSETS                                                        10 140 003         16 215 372           9 314 490    
Total equity                                                         7 189 921         11 584 122           6 009 277    
Ordinary share capital                                                     809                809                 809    
Share premium                                                        1 616 956          1 616 956           1 616 956    
Retained earnings                                                    4 437 928          3 713 810           3 938 321    
Available-for-sale reserve                                             391 042          4 822 599            (133 067)   
Non-distributable reserve                                              743 186          1 429 948             586 258    
Non-current liabilities                                                260 446          4 566 953             104 335    
Borrowings                                                    9              -          3 131 810                   -    
Deferred tax liability                                                 260 446          1 435 143             104 335    
Current liabilities                                                  2 689 636             64 297           3 200 878    
Borrowings                                                    9      2 683 622             39 000           3 189 382    
Trade and other payables                                                 4 369              3 062               9 333    
Trading platform liability                                               1 645             22 235               2 163    
                                                                                                                         
Total liabilities                                                    2 950 082          4 631 250           3 305 213    
TOTAL EQUITY AND LIABILITIES                                        10 140 003         16 215 372           9 314 490    

Condensed statement of changes in equity for the six months ended 30 June 2016
                                                            Available-              Non-                      
                                  Share          Share        for-sale     distributable      Retained      
                                capital        premium         reserve           reserve      earnings           Total  
                                  R’000          R’000           R’000             R’000         R’000          equity 
Balance at 1 January 2015 
(audited)                           809      1 616 956       4 465 641         1 295 367     3 226 981      10 605 754    
Total comprehensive income            -              -         356 958                 -       621 410         978 368    
Transfer between reserves*            -              -                           134 581      (134 581)              -    
Balance at 30 June 2015 
(reviewed)                          809      1 616 956       4 822 599         1 429 948     3 713 810      11 584 122    
Total comprehensive loss              -              -      (4 955 666)                -      (619 179)     (5 574 845)    
Transfer between reserves*            -              -               -          (843 690)      843 690               -    
Balance at 31 December 2015 
(audited)                           809      1 616 956        (133 067)          586 258     3 938 321       6 009 277    
Total comprehensive income            -              -         524 109                 -       656 535       1 180 644    
Transfer between reserves*            -              -               -           156 928      (156 928)                    
Balance at 30 June 2016 
(reviewed)                          809      1 616 956         391 042           743 186     4 437 928       7 189 921    

* The transfer between reserves arises in respect of the gain/(loss) on remeasurement of the derivative financial asset 
  that was recorded in profit and loss. The amount transferred is net of the related deferred tax. This transfer of the 
  net gain/(net loss) from retained earnings to the non-distributable reserve is effected as the gain/(loss) is currently 
  not distributable.                    
                                                                              
Condensed statement of cash flows for the six months ended 30 June 2016
                                                                     Six months       Six months         Financial     
                                                                          ended            ended        year ended     
                                                                        30 June          30 June       31 December     
                                                                           2016             2015              2015    
                                                                       Reviewed         Reviewed           Audited    
                                                                          R’000            R’000             R’000    
Cash (used in)/generated from operations                                                                              
Profit/(loss) before tax                                                692 507          652 369          (160 549)    
Adjustments for:                                                                                                      
Finance income                                                             (167)            (908)           (1 298)    
Finance cost                                                            111 703          107 542           215 319    
Gain/(loss) on remeasurement of the derivative financial asset         (192 900)        (165 455)          871 889    
Dividends received                                                     (625 514)        (602 904)         (964 647)    
Changes in working capital:                                                                                           
(Increase)/decrease in other receivables                                   (177)          (1 182)             (806)    
(Decrease)/increase in trade and other payables                          (4 964)             381             6 652    
Decrease in trading platform liability                                     (518)            (624)          (20 696)    
                                                                        (20 030)         (10 781)          (54 136)    
Cash generated from operating activities                                                                              
Cash (used in)/generated from operations                                (20 030)         (10 781)          (54 136)   
Interest received                                                           167              908             1 298    
Interest paid                                                          (131 600)        (122 109)         (211 314)   
Dividends received                                                      625 514          602 904           964 647    
Tax paid                                                                      -           (3 188)           (3 545)   
Net cash generated from operating activities                            474 051          467 734           696 950    
Cash flows used in financing activities                                                                               
Acquisition of shares used to partially repay Notional 
Vendor Finance                                                                -         (446 211)         (712 123)   
Redemption of preference shares                                        (485 863)               -                 -    
Net cash used in financing activities                                  (485 863)        (446 211)         (712 123)   
Net (decrease)/increase in cash and cash equivalents                    (11 812)          21 523           (15 173)   
Cash and cash equivalents at beginning of the period                     51 010           66 183            66 183    
Cash and cash equivalents at end of the period                           39 198           87 706            51 010    

Notes to the condensed interim financial results for the six months ended 30 June 2016
1.  GENERAL INFORMATION                      
    MTN Zakhele (RF) Limited is an investment company that was specifically formed to facilitate the implementation of 
    a broad-based black economic empowerment (B-BBEE) transaction by MTN Group Limited (MTN Group) aimed at maintaining 
    the MTN Group’s B-BBEE status in support of South Africa’s B-BBEE economic empowerment Codes of Good Practice.        

2.  BASIS OF PREPARATION                      
    The condensed interim financial information has been prepared in accordance with International Financial Reporting 
    Standards (IFRS), the presentation and disclosure requirements of IAS 34, Interim Financial Reporting and the 
    interpretations of these standards as adopted by the International Accounting Standards Board, the SAICA Financial 
    Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by 
    the Financial Reporting Standards Council and the requirements of the South African Companies Act, No 71 of 2008, 
    as amended, and the Listings Requirements of the JSE Limited (JSE) relating to asset-backed securities on a basis 
    consistent with the prior year.                      

3.  ACCOUNTING POLICIES                      
    The accounting policies adopted are consistent with those of the annual financial statements for the year ended 
    31 December 2015, as described in the annual financial statements. During the period under review, the Company 
    adopted all the IFRS and interpretations that were effective and deemed applicable to the Company. The adoption 
    of these standards did not have a material impact on the results of the Company.                      

4.  CONTINGENT LIABILITIES AND COMMITMENTS                      
    There is no reimbursement due to any third party for potential obligations of the Company. The Company did not 
    have any contingent liabilities or commitments at the end of the period.                      

5.  REVENUE                      
    Revenue comprises dividends received from MTN Group Limited of R625,5 million (June 2015: R602,9 million; 
    December 2015: R964,6 million). No brokerage income has been earned during the six-month period 
    (June 2015: R3,7 million; December 2015: R5,4 million).                      

6.  EARNINGS AND HEADLINE EARNINGS PER SHARE                                                                         
    The Company presents basic earnings per share and headline earnings per share for its shares.                              
    Basic earnings per share is calculated by dividing profit attributable to equity holders by the weighted 
    average number of shares in issue during the year.                                                   
    Headline earnings per share is calculated by dividing the headline earnings attributable to equity holders 
    by the weighted average number of shares in issue during the year.                                                      
    There are no dilutionary instruments in issue.                                                                   
                                                                          30 June        30 June      31 December    
                                                                             2016           2015             2015    
                                                                         Reviewed       Reviewed          Audited    
                                                                            R’000          R’000            R’000    
    Number of ordinary shares in issue at end of the period (’000)         80 888         80 888           80 888    
    Weighted average number of shares (’000)                               80 888         80 888           80 888    
    Profit for the year                                                   656 535        621 410            2 231    
    Adjusted for the following:                                                                                      
    (Gain)/loss on remeasurement of the derivative financial asset       (156 928)      (134 496)         709 109    
    Profit attributable to shareholders                                   499 607        486 914          711 340    
    Basic earnings per share (cents)                                          618            602              879    
    Headlines earnings per share (cents)                                      618            602              879    
    There are no items included in the calculation of profit attributable to shareholders which are required 
    to be excluded in terms of Circular 2/2015, Headline Earnings, in the calculation of headline earnings 
    per share.                 

7.  AVAILABLE-FOR-SALE FINANCIAL ASSET            
    The investment comprises 64 232 040 (June 2015: 62 787 868; December 2015: 64 232 040) MTN Group shares. The 
    total investment (together with the derivative financial asset) comprises 4% of the MTN Group’s issued share 
    capital. The shares in the MTN Group were partly obtained through a donation received from the MTN Group.   
    The donation was used to subscribe for 12 045 412 shares at a price of R107,46 per share. Shares were 
    acquired for cash at a price of R3 680 190 649 in 2010. During the six-month period, no settlement of the 
    Notional Vendor Finance balance was made. During the previous financial year, the settlement of the Notional 
    Vendor Finance was partially settled through the acquisition of MTN Group shares in the open market which 
    amounted to 3 361 556 shares for the year ended 31 December 2015 (June 2015: 1 917 294).         
    The gain recorded in other comprehensive income for the period is R644,2 million (June 2015: R439,2 million; 
    December 2015: R5 653,7 million loss).                                                        
                                                                       30 June           30 June      31 December    
                                                                          2016              2015             2015    
                                                                      Reviewed          Reviewed          Audited    
                                                                         R’000             R’000            R’000    
    MTN Group Limited shares (purchased from             
    Public Investment Corporation)                                   4 762 492         7 622 585        4 428 263    
    MTN Group Limited shares (purchased from             
    MTN Group Limited donation income)                               1 721 530         2 755 388        1 600 715    
    MTN Group Limited shares (purchased on               
    the open market)                                                 2 696 022         3 984 752        2 506 818    
                                                                     9 180 044        14 362 725        8 535 796    
                                          
    MTN Zakhele has an obligation to redeem the outstanding Class A preference shares and an obligation to settle 
    the outstanding Notional Vendor Financing on 24 November 2016. In so far as MTN Zakhele does not have alternative 
    resources to do so, it will, subject to obtaining the requisite contractual consents and statutory approvals, 
    sell such number of MTN shares as are required in order to meet such obligations.             
    In addition to the above, the directors have announced that the shares held by MTN Zakhele in MTN Group will be 
    distributed to the MTN Zakhele shareholders as part of the winding up of the Company subsequent to 
    24 November 2016. 
    The manner in which the shares will be distributed has not yet been finalised by the board.        
                                                                       30 June           30 June      31 December    
                                                                          2016              2015             2015    
                                                                      Reviewed          Reviewed          Audited    
                                                                         R’000             R’000            R’000    
    Non-current available-for-sale financial asset                           -        14 362 725        5 392 968    
    Current available-for-sale financial asset                       9 180 044                 -        3 142 828    
                                                                     9 180 044        14 362 725        8 535 796    
                                                               
8.  DERIVATIVE FINANCIAL ASSET                                                                             
    As part of the implementation of the MTN Group B-BBEE scheme, MTN Zakhele obtained Notional Vendor Finance 
    (NVF) to facilitate the purchase of MTN Group shares. MTN Group initially issued 29 994 952 NVF shares to 
    MTN Zakhele at par value. MTN Group has not exercised any part of the call option over these shares during 
    the six-month period (June 2015: 1 917 294; December 2015: 3 361 556) leaving 11 131 098 shares subject to 
    the call option.                                                     
    As the outstanding debt at a given point is dependent on the dividends generated by the MTN Group during the 
    life of the option, the structure represents a path-dependent option. Monte Carlo simulation was applied as 
    the valuation technique which is in line with standard market practice. The significant inputs into the model 
    were as follows:                                                     
    - the market price of MTN Group shares of R142,92 (June 2015: R225,75; December 2015: R132,89);       
    - the NVF balance of R639 703 761 (June 2015: R837 525 250; December 2015: R611 577 380);                     
    - the shares of 11 131 098 (June 2015: 12 575 270; December 2015: 11 131 098);       
    - volatility of 52,25% (June 2015: 25,22%; December 2015: 37,98%);         
    - a dividend yield of 2,14% (June 2015: 6,71%; December 2015: 11,26%);        
    - an expected option life of one year (June 2015: one year; December 2015: one year); and          
    - annual risk-free rate of 7,33% (June 2015: 6,67%; December 2015: 7,40%).          
                                                              30 June          30 June      31 December    
                                                                 2016             2015             2015    
                                                             Reviewed         Reviewed          Audited    
                                                                R’000            R’000            R’000    
    Balance at beginning of the period                        720 644        1 592 533        1 592 533    
    Fair value adjustment recognised in profit or loss        192 900          165 455         (871 889)   
                                                              913 544        1 757 988          720 644    
                                                                                                           
    The directors have announced that the shares held by MTN Zakhele in MTN Group will be distributed 
    to the MTN Zakhele shareholders as part of the winding up of the Company subsequent to 24 November 2016. 
    This will correspond with the settlement of the NVF facility. As such the derivative financial asset 
    has been classified as a current asset.                                                     
                                                                                                           
9.  BORROWINGS                           
    Class A                                                                
    The MTN Zakhele Class A preference shares (Class A preference shares) are held by Newshelf 1041 (RF) 
    Proprietary Limited, voluntary redemption can be effected before the redemption date. The Class A 
    preference shares are redeemable on 24 November 2016, however, mandatory redemption must be made out  
    of available cash after three years and one day from the issue date, subject to a cash waterfall. 
    All payments shall be made upon approval by the directors. Interest is required to be paid out on 
    30 April and 30 September of each year, following receipt of the bi-annual dividend from MTN Group, 
    during the term of the preference shares. Other payments are required to be made at any other time and 
    manner prescribed in the transaction documents, being the documents defined as such in the BIC preference 
    share subscription agreement. The payment obligation accrues interest which is based on a fixed rate of 
    6,6787% (being 110% of the 2,545 year interpolated swap rate) until 30 April 2013 and thereafter at a 
    rate of 71% of prime (NACM) 7,6199%.                                                           
    A reconciliation of the preference share balance as at 30 June 2016 has been performed as follows:       
                                                                  30 June          30 June        31 December    
                                                                     2016             2015               2015    
                                                                 Reviewed         Reviewed            Audited    
                                                                    R’000            R’000              R’000    
    Borrowings - preference shares liability                                                                     
    Preference shares liability                                                                                  
    Class A preference shares                                   2 683 622        3 170 810          3 189 382    
                                                                2 683 622        3 170 810          3 189 382    
    Short-term portion                                                                                           
    Class A preference shares                                  (2 683 622)         (39 000)        (3 189 382)    
                                                               (2 683 622)         (39 000)        (3 189 382)    
    Long-term portion                                                                                            
    Class A preference shares                                           -        3 131 810                  -    
                                                                        -        3 131 810                  -    
    Class A cumulative redeemable non-participating 
    preference shares                                            
    3 140 000 cumulative redeemable non-participating 
    preference shares                                          
    Balance at beginning of the period                          3 189 382        3 185 377          3 185 377    
    Capital redemption of preference shares                      (485 863)               -                  -    
    Interest paid                                                (131 600)        (122 109)          (211 314)    
    Interest accrued at effective interest rate                   111 703          107 542            215 319    
    Balance at end of the period                                2 683 622        3 170 810          3 189 382    

10. EVENTS AFTER THE REPORTING DATE             
    The directors are not aware of any matter or circumstance arising after the reporting date to the date of 
    signing this report that would require adjustment or disclosure.   

11. RELATED PARTIES
                                                                      30 June          30 June      31 December    
                                                                         2016             2015             2015    
                                                                     Reviewed         Reviewed          Audited    
                                                                        R’000            R’000            R’000    
    Relationships:                                                       
    Preference shareholder                     Newshelf 1041 (RF)     
                                              Proprietary Limited      
    Provider of Notional Vendor Finance         MTN Group Limited         
    Non-executive directors             Sindisiwe N Mabaso-Koyana       
                                                   Grant G Gelink    
                                           Sonja De Bruyn Sebotsa           
    The preference shares are issued by MTN Zakhele to Newshelf 1041 (RF) Proprietary Limited (BFC). These are 
    back-to-back preference shares with the preference shares issued by BFC to the Class A BFC preference 
    shareholders. 
    Refer to note 9 for the terms of the preference share borrowings.              
                                                  
    Related party balances:                                                                                     
    Preference share liability - owing to related party                     
    Newshelf 1041 (RF) Proprietary Limited                          2 683 622        3 170 810        3 189 382    
    Related party transactions:                                                                                 
    Interest paid to related parties                                                                            
    Newshelf 1041 (RF) Proprietary Limited                            131 600          122 109          211 314    
    Remuneration of the board of directors - directors’ fees              
    Sindisiwe N Mabaso-Koyana (appointed 28 May 2015)                     156                7              209    
    Thulani Gcabashe (resigned 28 May 2015)                                 -              108              145    
    Grant G Gelink                                                         94               81              224    
    Sonja De Bruyn Sebotsa                                                 87               66              167    
    Martin J Shaw (resigned 31 August 2015)                                 -               65              120    
                                                                          337              327              865    
    The directors do not consider the key service providers to be ”key management personnel“ as defined by IAS 24, 
    Related Party Disclosure.       
    Reduction of the NVF balance           
    The Company has not settled any portion of the NVF during the six-month period. During the previous financial 
    year, the Company partially settled the NVF funding with a payment of R688 785 543 (June 2015: R433 165 163) 
    to MTN from proceeds of R712 123 033 (June 2015: R446 210 848) via acquiring shares in the open market and 
    delivering an equivalent number of shares, initially issued by MTN to the Company, back to MTN. The difference 
    between the amount of NVF settled and the proceeds used for settlement resulted from a calculation mechanism 
    outlined in the transaction documents, namely volume-weighted average price multiplied by the number of shares 
    purchased, compared to the actual cost of those shares. The acquired MTN shares are now reflected on the 
    Company’s statement of financial position and not as part of the derivative option.                    

12. FAIR VALUE MEASUREMENT                                                                                          
    In terms of IFRS 13, Fair Value Measurement, financial instruments that are measured in the statement of 
    financial position at fair value require disclosure of the fair value measurements by level in terms of 
    the following fair value measurement hierarchy:          
    - Quoted prices (unadjusted) in active markets for identical assets and liabilities (level 1)     
    - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, 
      either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2)           
    - Inputs for the asset or liability that are not based on observable market data (that is, observable inputs) 
      (level 3).                                                                             
    The fair value of the available-for-sale financial assets is based on the MTN Group share price, as listed on 
    the Johannesburg Stock Exchange Limited. The fair value of the derivative financial asset is based on a 
    valuation model. 
    The inputs to this model include the MTN Group share price, which is an observable input in the market. 
    Other inputs include interest rates on the borrowings, which inputs are not observable in the market.                                                                                                                                                                                             
    The table below presents the Company’s assets and liabilities that are measured at fair value and those at 
    amortised cost whose fair values are disclosed.     
                                                                                                        Total     
                                                                                                     carrying     
                                               Level 1            Level 2          Level 3             amount    
                                                 R’000              R’000            R’000              R’000    
    30 June 2016                                                                                                 
    Recurring fair value measurement                                                                             
    Available-for-sale financial assets      9 180 044                  -                -          9 180 044    
    Derivative financial assets                      -                  -          913 544            913 544    
    Amortised cost measurement                                                                                   
    Other receivables                                -              3 678                -              3 678    
    Cash and cash equivalents                        -             39 198                -             39 198    
    Preference share liability                       -         (2 692 356)               -         (2 692 356)    
    Trade and other payables                         -             (4 369)               -             (4 369)    
    Trading platform liability                       -             (1 645)               -             (1 645)    
    30 June 2015                                                                                                 
    Recurring fair value measurement                                                                             
    Available-for-sale financial assets     14 362 725                  -                -         14 362 725    
    Derivative financial assets                      -                  -        1 757 988          1 757 988    
    Amortised cost measurement                                                                                   
    Other receivables                                -              3 877                -              3 877    
    Cash and cash equivalents                        -             87 706                -             87 706    
    Preference share liability                       -         (3 188 549)               -         (3 188 549)    
    Trade and other payables                         -             (3 062)               -             (3 062)    
    Trading platform liability                       -            (22 235)               -            (22 235)    
    31 December 2015                                                                                             
    Recurring fair value measurement                                                                             
    Available-for-sale financial assets      8 535 796                  -                -          8 535 796    
    Derivative financial assets                      -                  -        1 592 533          1 592 533    
    Amortised cost measurement                                                                                   
    Other receivables                                -                 54                -                 54    
    Cash and cash equivalents                        -             51 010                -             51 010    
    Preference share liability                       -         (3 097 593)               -         (3 097 593)    
    Trade and other payables                         -             (9 333)               -             (9 333)    
    Trading platform liability                       -             (2 163)               -             (2 163)    
    There were no transfers between levels 1, 2 or 3 during the period.                                                                             

13. GOING CONCERN                            
    On 24 November 2016, the Company is required to settle the preference shares issued to Newshelf 1041 (RF) 
    Proprietary Limited and the MTN Notional Vendor Finance (the debt). The Company has as its major asset its 
    investment in the MTN Group, comprising of shares therein. In order to fund the settlement of its debt, the 
    Company will dispose the requisite number of MTN shares to allow the Company to raise the necessary cash 
    resources to settle the debt. The Company has formally announced that, subsequent to the settlement of its 
    debt on 24 November 2016, it will seek to unwind its operations. Subject to approval by the MTN Zakhele 
    shareholders, the unwind process is expected to involve the distribution of the Company’s shares in the 
    MTN Group to its shareholders (the distribution). Subsequent to the distribution of the Company’s shares 
    in the MTN Group, it is the intention of the Company’s directors to effect the unwind process. The manner
    in which this process is to be undertaken depends on various factors which would impact the timing of 
    its conclusion.                                                                     
    Therefore, in terms of the going concern principle assumption, in which an entity ordinarily viewed as 
    continuing in business for the foreseeable future, with neither the intention of liquidation, ceasing trading 
    or seeking protection from creditors pursuant to laws and regulations, the above creates uncertainty about 
    whether the going concern principle can be applied in the preparation of the Company’s interim financial 
    statements.                            
    However, when the Company ceases trading, the directors are of the opinion that the Company will be in a 
    position to discharge all of its liabilities, due to the Company’s cash resources and to recover the assets 
    at their carrying amounts. Therefore, the effect, if any, of preparing the financial statements, other 
    than on the going concern basis would be negligible.                   
    It is the directors’ assessment that the Company has sufficient resources to settle its current and 
    future obligations for the foreseeable future.                            

14. INDEPENDENT REVIEW                            
    These condensed interim results set out on pages 3 to 14 have been reviewed by the Company’s independent 
    auditors, SizweNtsalubaGobodo Inc., who performed their review in accordance with the International 
    Standards on Auditing. A full copy of the unmodified review conclusion, which contains an emphasis of 
    matter paragraph wherein they have drawn the users’ attention to note 13, is available for inspection at 
    the Company’s registered office.                            

COMPANY INFORMATION
Postal address
PO Box 225, Highlands, 2037

Registered address
4th Floor, Aloe Grove, Houghton Estate Office Park, 2 Osborn Road, Houghton, 2198

Board of directors
SN Mabaso-Koyana (non-executive chairperson), S De Bruyn Sebotsa (non-executive), GG Gelink (non-executive)

Office of the transfer secretaries 
Link Market Services South Africa Proprietary Limited
Registration number 2000/007239/07
13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein 
PO Box 4844, Johannesburg, 2000
Tel: +27 0861 686925 (0861 MTNZAK)
Fax: +27 086 674 4381
E-mail: zakhele@linkmarketservices.co.za

Company secretary
Levitt Kirson Management Services Proprietary Limited 
Registration number 1994/036439/23

Registered office
4th Floor, Aloe Grove, Houghton Estate Office Park, 2 Osborn Road, Houghton, 2198

Auditors
SizweNtsalubaGobodo Inc. 
20 Morris Street East, Woodmead, 2191
PO Box 2939, Saxonwold, 2132

Attorneys
Webber Wentzel
90 Rivonia Road, Sandton, 2196
PO Box 61771, Marshalltown, 2107

Sponsor
Rand Merchant Bank 
(a division of FirstRand Bank Limited)
Registration number 1929/001225/06
1 Merchant  Place, Cnr Fredman Drive and Rivonia Road, Sandton, 2196
PO Box 786273, Sandton, 2196

www.mtnzakhele.co.za

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