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VISUAL INTERNATIONAL HOLDINGS LIMITED - Audited Condensed Consolidated Results for the year ended 29 February 2016

Release Date: 25/11/2016 16:21
Code(s): VIS     PDF:  
Wrap Text
Audited Condensed Consolidated Results for the year ended 29 February 2016

                                             VISUAL INTERNATIONAL HOLDINGS LIMITED
                                             (Incorporated in the Republic of South Africa)
                                             (Registration number 2006/030975/06)
                                             (“the Company” or “Visual”)
                                             ISIN Code : ZAE000187407     Share code : VIS


AUDITED CONDENSED CONSOLIDATED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2016


Condensed Statement of Financial Position as at 29 February 2016
                                                                   29 February    28 February
                                                                          2016           2015
                                                                       Audited        Audited
Assets
Non-Current Assets
Investment property                                                 17 248 820     41 908 820
Property, plant and equipment                                          682 359        919 279
Intangible assets                                                       70 675         47 868
Investment in joint ventures                                           524 835      1 352 449
Loans to shareholders                                               43 770 831     42 532 616
Other financial assets                                                  74 787        425 782
                                                                    62 372 307     87 186 814
Current Assets
Inventories                                                         30 246 180     40 246 180
Loans to group companies                                                     -        871 802
Current tax receivable                                                   6 660        256 331
Trade and other receivables                                            600 071        443 881
Cash and cash equivalents                                                4 468        877 920
                                                                    30 857 379     42 696 114
Non-current assets held for sale and assets of disposal groups      32 025 000              -
Total Assets                                                       125 254 686    129 882 928

Equity and Liabilities
Equity
Stated capital                                                     68 365 080      68 365 080
Retained (loss)/income                                             (6 374 179)      5 359 867
Equity Attributable to Equity Holders of Parent                    61 990 901      73 724 947
Non-controlling interest                                             (566 842)      (456 218)
                                                                   61 424 059      73 268 729
Liabilities
Non-Current Liabilities
Loans from shareholders                                             16 715 967     14 353 931
Other financial liabilities                                          7 417 534     20 157 628
Operating lease liability                                                    -         19 091
Deferred tax                                                         3 724 333      8 517 304
                                                                    27 857 834     43 047 954
Current Liabilities
Loans from group companies                                             553 960              -
Loans from shareholders                                                      -      4 945 210
Other financial liabilities                                         12 338 091      5 362 913
Current tax payable                                                          -      1 157 367
Trade and other payables                                             5 547 436      1 114 925
Bank overdraft                                                       1 133 405        985 830
                                                                    19 572 892     13 566 245
Liabilities of disposal groups                                      16 399 901              -
Total Liabilities                                                   63 830 627     56 614 199
Total Equity and Liabilities                                       125 254 686    129 882 928

Net asset value per share (cents)                                        28.78          34.23
Net tangible asset value per share (cents)                               28.75          34.21
Condensed Statement of Comprehensive Income
                                                   29 February     28 February
                                                          2016             2015
                                                       Audited         Audited
Revenue                                               2 793 247       2 771 299
Cost of sales                                         (282 761)       (428 575)
Gross profit                                          2 510 486       2 342 724
Other income                                            335 703         505 833
Fair value adjustments                              (1 931 972)         540 000
Operating expenses                                 (11 271 608)    (11 319 437)
Operating loss                                     (10 357 391)     (7 930 880)
Investment revenue                                    3 003 052       2 974 926
(Loss)/income from equity accounted investments       (347 614)         641 198
Finance costs                                       (6 279 746)     (4 642 288)
Loss before taxation                               (13 981 699)     (8 957 044)
Taxation                                              2 137 029       1 208 241
Loss for the year from continuing operations       (11 844 670)     (7 748 803)
Other comprehensive income                                    -               -
Total comprehensive loss for the period            (11 844 670)     (7 748 803)
Total comprehensive loss attributable to:
Owners of the parent                               (11 734 046)     (7 718 807)
Non-controlling interest                              (110 624)        (29 996)
                                                   (11 844 670)     (7 748 803)

Loss attributable to:
Owners of the parent                               (11 734 046)     (7 718 807)
Non-controlling interest                              (110 624)        (29 996)
                                                   (11 844 670)     (7 748 803)

Share information
Shares in issue at year end                         215 383 400    215 383 400
Weighted average number of shares                   215 383 400    208 237 178
Loss per share (cents)                                    (5.45)         (3.71)
Diluted loss per share (cents)                            (5.45)         (3.71)

Headline loss reconciliation

Net loss for the period                           (11 734 046)     (7 718 807)
Adjustments:
Fair value adjustment on investment properties       1 931 972       (540 000)
Tax effects on fair value adjustment                 (432 762)         100 440
Headline loss for the period                      (10 234 836)     (8 158 367)

Headline loss per share (cents)                         (4.75)           (3.92)
Condensed Statement of Changes in Equity




                                                                                            Total
                                                                                    attributable
                                                                        Retained       to equity          Non-
                                                            Stated      income/       holders of    controlling         Total
                                                           capital         (loss)     the group        interest        equity
                                                                 R              R              R              R             R
Group
Balance at 1 March 2014                                 56 264 571     13 078 674     69 343 245     (426 222)      68 917 023
Loss for the year                                                -    (7 718 807)    (7 718 807)      (29 996)     (7 748 803)
Other comprehensive income                                       -              -              -             -               -
Total comprehensive loss for the year                            -    (7 718 807)    (7 718 807)      (29 996)     (7 748 803)
Issue of shares                                         12 401 891              -     12 401 891             -      12 401 891
Capitalised costs on equity raising                      (301 382)                     (301 382)                     (301 382)
Total contributions by and distributions to owners of   12 100 509              -     12 100 509              -     12 100 509
group recognized directly in equity
Balance at 1 March 2015                                 68 365 080      5 359 867     73 724 947     (456 218)      73 268 729
Loss for the year                                                    (11 734 046)   (11 734 046)     (110 624)    (11 844 670)
Other comprehensive income                                       -              -              -             -               -
Total comprehensive loss for the year                            -   (11 734 046)   (11 734 046)     (110 624)    (11 844 670)
Balance at 29 February 2016                             68 365 080    (6 374 179)     61 990 901     (566 842)      61 424 059
Condensed Statement of Cash Flows

                                                             29 February       28 February
                                                                    2016              2015
                                                                 Audited           Audited
Cash flows from operating activities
Cash used in operations                                       (3 861 747)      (10 742 678)
Interest income                                                       340             1 876
Finance costs                                                 (1 184 553)       (2 901 911)
Tax paid                                                      (1 156 830)       (3 964 896)

Net cash used in operating activities                         (6 202 790)      (17 607 609)

Cash flows from investing activities

Purchase of property, plant and equipment                        (12 895)         (109 258)
Purchase of other intangible assets                              (54 243)          (55 123)
Loans to joint venture repaid                                     313 935           220 000
Loans advanced to joint venture                                          -         (70 000)
Advances on loans included in other financial assets               (2 000)        (132 324)
Proceeds from loans included in other financial assets               1 000          185 824

Net cash from investing activities                               245 797             39 119

Cash flows from financing activities

Proceeds on share issue                                                 -        12 016 404
Proceeds from other financial liabilities                       4 303 430         6 886 983
Repayment of other financial liabilities                      (1 699 559)       (2 951 720)
Proceeds from shareholders’ loan                                3 077 100         4 114 000
Repayment of shareholders’ loan                                 (745 005)       (2 403 808)

Net cash from financing activities                              4 935 966        17 661 859

Total cash movement for the year                              (1 021 027)            93 368
Cash at the beginning of the year                               (107 910)         (201 279)

Total cash at end of the year                                 (1 128 937)         (107 910)


BASIS OF PREPARATION
The board of directors presents its audited condensed consolidated results for the year
ended 29 February 2016. The results have been prepared in accordance with the JSE
Limited (“JSE”) Listings Requirements and the framework concepts and the recognition and
measurement requirements of International Financial Reporting Standards (IFRS) and IAS 34
Interim Financial Reporting. The accounting policies used in preparation of the year end
results are in terms of IFRS and are consistent with those applied in the preparation of the
annual financial statements of the Group for the year ended 28 February 2015. During the
year under review, the Group adopted all the standards and interpretations that were
effective and deemed applicable to the Group. The adoption of these standards did not
have an effect on the current and prior year results. Full details of the new standards and
interpretations and the related disclosures will be included in the consolidated audited
annual financial statements of the Group.
The audited results have been prepared under the supervision of the financial director Mr G
Noble (B.Com) on the basis of accounting policies applicable to a going concern. This basis
presumes that funds will be available to finance future operations and that the realisation of
assets and settlement of liabilities, contingent obligations and commitments will occur in the
ordinary course of business.

These abridged consolidated financial statements have been extracted from the audited
consolidated annual financial statements. The results have been audited by the Group’s
auditors, Baker Tilly Greenwoods and their audit report, whilst unqualified has been modified
with an emphasis of matter as set out below:

“Without qualifying our opinion, we draw attention to the going concern note set out in the
group consolidated annual financial statements which indicate that there are material
uncertainties that may cast significant doubt about the group’s ability to continue as a going
concern such that the group may be unable to realise its assets and discharge its liabilities in
the normal course of business.”

The directors take full responsibility for the preparation of the abridged financial statements
and confirm that the financial information has been correctly extracted from the underlying
consolidated annual financial statements. The auditors’ report does not necessarily cover all
of the information contained in this financial report. Shareholders are therefore advised that
in order to obtain a full understanding of the nature of the auditors’ work they should obtain
a copy of that report together with the accompanying financial information from the
registered office.

The Group annual financial statements are available for inspection at the Company’s
registered office.

BACKGROUND, INCORPORATION AND NATURE OF BUSINESS
Visual was incorporated as a private company on 5 October 2006 under the name Presto
Financing Proprietary Limited. The Company’s name was changed, and it was converted to
a public company, by way of special resolutions on 3 October 2013, which special resolutions
were registered by CIPC on 23 December 2013. Presto Financing Proprietary Limited was a
dormant subsidiary of Visual International Proprietary Limited (“Visual International”) until it
was decided to use this group company as the new holding company for the purposes of
the listing on the Alternative Exchange of the Johannesburg Stock Exchange (“JSE”). Visual
then acquired the controlling interest in Visual International from CKR Investment Trust with
effect from 1 March 2012 and became the holding company of the various subsidiaries of
Visual. Thus, Visual, with its wholly owned subsidiary Visual International, commenced
operating as a group for the year ended 28 February 2013. Visual listed on the JSE on 23 May
2014.

Visual is essentially a property developer that acquires land, rezones the land, installs the
relevant services and then constructs houses and apartments on the land for sale to
homeowners or investors. Visual has developed nearly 500 homes within Stellendale,
comprising stand-alone homes and two and three storey walk-up apartments.

Visual focuses on the development of entire suburbs which comprise houses, apartments,
lifestyle and retirement accommodation, retail facilities, schools, offices and recreation as
well as other related facilities. With this focus Visual is able to ensure the overall quality and
integrity of the suburb. It enables Visual to supply quality residences and other facilities at
affordable prices. Furthermore, providing these combinations in a single suburb leads to job
creation – which is important to the owners and occupants.

To date, close to 500 homes and apartments have been developed by Visual International
at Stellendale.
FINANCIAL RESULTS COMMENTARY
Shareholders are reminded that the Group was effectively brought together during the
2013/4 year through various inter-related transactions ahead of the JSE listing. The results
for the prior year as well as the year ended 29 February 2016 were negatively impacted by
the delay in the commencement of the further development of Stellendale due to a
number of constraints, including the delay in listing, the Company raising less capital than
desired on listing and also the banking sector contracting its lending to property developers
and potential home owners in the middle-income segment. This has led to the Company
adopting a strategy to reduce gearing, sell non-core assets and developing strategic
relationships in order to ensure the protection of Visual’s asset base and position the Group
for growth in the future. Many of these objectives have been achieved subsequent to year
end.

Revenue was in line with the prior year but remained low due to development work not
commencing. This was due to the abovementioned fact that less than the anticipated
capital was raised during the listing of the group, which resulted in cash flow shortfalls and
the Company not being able to fund the planned developments which were included in
the projected statement of comprehensive income.

Operating expenses were slightly lower than the prior year due to the once-off costs
associated with the listing on the JSE in 2014.

During the year under review, a joint venture of the Group, Dream Weaver Trading
Proprietary Limited, sold all its assets as a going concern on 27 March 2015 for R5 350 000.
Visual is a 50% shareholder in this joint venture.

Other income, which comprises recoveries and other accounting adjustments has reduced
compared to the prior year due.

The interest expense increased substantially as a result of the Company being forced to
borrow funding from non-bank sources during the year. The Company’s expensive funding
has been eliminated subsequent to year end.

The taxation credit increased due to the calculated tax losses which originated in the
Group during the current financial year.

The current tax payable balance was eliminated as the dividend withholding tax liability
was settled during the year. Deferred taxation has been provided at the capital gains tax
rate for investment properties and at the normal tax rate for properties classified as
inventories.

On the balance sheet, investment properties decreased primarily due to a reclassification
to assets held for disposal. Investment properties and property held as inventories were
independently valued at year end and fair value adjustments (where applicable) were
made accordingly.

Other financial liabilities increased mainly due to additional loans received from Granite
Special Opportunities Proprietary Limited (“Granite”) and My Place Trust, which were
received to help bridge the shortfall in cash flow during the year. The liability to Granite
was settled in full subsequent to the year end.

Shareholders are referred to events after the reporting period below.
GOING CONCERN
The group annual financial statements have been prepared on the basis of accounting
policies applicable to a going concern. This basis presumes that funds will be available to
finance future operations and that the realisation of assets and the settlement of liabilities,
contingent obligations and commitments will occur in the ordinary course of business. The
Group experienced severe cash flow constraints during the past year, partly due to the
nature of the business, which it addressed by borrowing from a lending institution at higher
interest rates. The cash flow constraints resulted from the following events:

-    The holding company of the Group listed on the AltX of the JSE in May 2014. The full
     subscription in the Company's shares was not received, with only a third of the
     expected capital being raised. As a result of the desired amount of capital not being
     raised, the Group was unable to fully implement its business plan and to undertake its
     planned development projects. Furthermore, an agreement with a BBBEE group for
     the placement of 32 million shares at 50 cents per share, which subscription was
     dependent on the entity obtaining finance for the majority of the subscription amount,
     did not materialise as the entity was not granted funding.

-    Delays in being able to generate revenue from property development and sales.

The directors have considered the operational budget and cash flow forecasts for the
ensuing year which are based on the current expected economic and market conditions
and the happening of the following events or subsequent events:

a)   The Company signed a subscription agreement dated 22 November 2016 for
     33 333 334 shares at 15 cents per share, amounting to a subscription of R5 000 000, of
     which R250 000 has been received and the balance of which is payable within 10
     business days from the lifting of the suspension of the Company.

b)   Visual International has sold Erf 18358 and the remainder of Farm 1286 (known as
     “Stellendale 3”) to an established property developer for development for R15 000 000.
     The proceeds of the transaction will be used to repay creditors and as part funding of
     the operational activities for the group for the following 12 months.

c)   Stellendale Village Proprietary Limited (a subsidiary of Visual International) sold Erf 24258
     to Mergence Investment Managers (“Mergence”) for R11 000 000, which was used to
     reduce expensive secured creditors, to pay creditors and fund operational activities up
     to the end of October 2016.

d)   The company is now at an advanced stage in relation to the finalisation of a
     development agreement for Mergence on the property sold in c) above.

e)   Visual International has signed a 10-year corporate head lease with Spar and Spar Tops
     for the anchor tenancies in Stellendale Junction. Keen interest exists for the line shops
     that are available. Visual International is currently in discussions with various parties to
     either develop the property on a joint venture basis or to sell the property.

These events and the underlying assumptions relating thereto still represent material
uncertainties that may cast doubt on the Group's ability to continue as a going concern.
The directors believe that due to the conclusion of the agreements in a) to c) above and the
expectation that the plans mentioned in d) and e) above will materialise, the Company will
have adequate financial resources to continue as a going concern. Accordingly, the
directors have adopted the going concern basis in the preparation of the annual financial
statements.
It is noted that the Group has more than R60 million in tangible net asset value, which has
been supported by the independent property valuations.

SEGMENTAL REPORTING
The segmental information is set out below:

The basis of segmentation and the measurement of segment profit/loss is consistent with the
prior period group audited annual financial statements.

The Group currently has three reportable segments, as described below, which are the
Group's strategic business units. The strategic business units offer different services and are
reviewed by management. For each of the strategic business units, the group's CEO reviews
internal management reports as soon as they are received.

The following summary describes the operations of each of the Group's reportable segments
for the years ended 29 February 2016 and 28 February 2015:

-    Property Services segment - Rendering of management, administration and consulting
     services on development projects
-    Property Investment segment - Letting of residential properties held by the Group
-    Property Development segment - Development of residential properties held by the
     Group or sold to third parties.

    Primary segment report - 2016      Property       Property    Property              Total
                                       Services    Investment Development
Segmental results
Total revenue                           992 117       1 801 130              -      2 793 247
External revenue                        992 117       1 801 130              -      2 793 247
Other income                             48 936          88 840              -        137 776
Loss from equity accounted
investments                                    -      (347 614)              -       (347 614)
Finance costs                                  -    (3 643 898)      (769 833)     (4 413 731)
Fair value adjustments                         -    (1 931 972)              -     (1 931 972)
Employee costs                       (1 504 257)    (1 231 730)    (2 156 752)     (4 892 739)
Cost of sales                          (282 761)              -              -       (282 761)
Depreciation                            (88 730)      (161 085)              -       (249 815)
Other operating expenses             (1 552 162)    (4 576 892)              -     (6 129 054)
Segment results before
taxation                            (2 386 857)    (10 003 221)    (2 926 585)   (15 316 663)
Taxation                                                                            2 137 029
Interest income on shareholder
loans                                                                               3 002 712
Finance costs accrued on
shareholder loans                                                                  (1 850 727)
Other income                                                                           197 927
Interest income on cash and
cash equivalents                                                                          340
Finance costs on bank
overdraft                                                                            (15 288)
Profit/(Loss) for period                                                         (11 844 670)
Total segment assets                    663 234      40 488 526    40 246 180      81 397 940
Total segment liabilities                     -    (38 032 481)    (6 668 639)   (44 701 120)
Primary segment report - 2015       Property       Property        Property             Total
                                    Services    Investment     Development
Total revenue                      1,025,734     1,745,565                   -     2,771,299
Segmental results
External revenue                   1,025,734     1,745,565                   -      2,771,299
Other income                          -43 131   73 398 398                   -   116 529 529
Income from equity accounted                -      641,198                   -         641,198
investmentsincome
Investment                                          62 705                   -          62 705
Cost of sales                     (428 575)                                         (428 575)
Finance cost                                -        (2 544       (362 852)       (2 907 564)
Employee costs                      (921 503)            266
                                                     (1427)     (1 733 352)       (3 961 282)
Fair value adjustments                      -           000
                                                   540427)                -           540 000
Depreciation                         (16 431)     (234 909)               -          (251,340)
Other operating expenses         (2 208 720)         (4 528)      (369 745)       (7 106 814)
Segment results before taxation (2 506 364)             511
                                                     (5 349)    (2 505 949)      (10 523 844)
Taxation                                               531)               -          1,208,241
Finance costs accrued to                                                           (1 689 665)
shareholders loans
Other income                                                                          393 303
Interest income on cash and                                                             1 876
cash equivalents
Finance costs on bank                                                                (45 059)
overdraft
Interest received from                                                             2 910 345
shareholder
Profit/(Loss) for period                                                   -     (7,748,803)
Total segment assets                  77 814    45 466 285        40,246,18       85 790 279
Total segment liabilities             26 664    26 627 893         6 561 806
                                                                           0      33 216 363
Reconciliation of assets                                               2016              2015
Segment operating assets                                         80 873 105       84 437 830
Investment in joint venture                                          524 835        1 352 449
Cash and cash equivalents                                              4 468          877 920
                                                                                           449
Other financial assets                                                74 787          425 782
Current tax receivable                                                 6 660           256 331
                                                                                            42
Loans to shareholder                                             43 770 831        42 532 616
                                                                125 254 686       129,882,92
                                                                                             8
Reconciliation of liabilities                                        2016                 2015
Segment operating liabilities                                       44 701              33 216
Current tax payable                                                      -
                                                                       120                 157
                                                                                         1 363
Deferred tax                                                     3 724 333           8 517 304
                                                                                           367
Bank overdraft                                                   1 133 405             985 830
Loans from shareholder                                          14 271 769          12 737 335
                                                                63 830 627         56,614,199

Revenue from one customer amounted to R512 117 (2015: R1 024 234), arising from services
rendered by the Property Services segment.

Geographic information:
The Group's revenue is derived from operations and property holding only in South Africa.
The Group's non-current assets are also located in South Africa.

Segment revenue and expenses:
Revenue and expenses that are directly attributable to segments are allocated to those
segments. Those that are not directly attributable to segments are allocated on a
reasonable basis.
Segment assets and liabilities:
Segment assets and liabilities comprise those operating assets and liabilities that are directly
attributable to the segment or can be allocated to the segment on a reasonable basis.
Segment assets exclude investments, tax assets, bank balances, deposits and cash. Segment
liabilities exclude certain loans, bank overdraft and tax liabilities. Capital expenditure
represents the local costs incurred during the period to acquire segment assets that are
expected to be used during more than one period, namely, property, plant and equipment,
investment property and intangible assets other than goodwill.

RELATED PARTIES

Related parties are the same as reported in the previous period.

Related party transactions up until 28 February 2016                                         R
Interest paid to/(received from) related parties
Shareholders                                                                         1 850 727
Shareholder                                                                        (3 002 712)
Company controlled by director                                                         306 616
Joint venture                                                                         (14 036)
Close family member of director                                                          3 750
Shareholders of subsidiaries                                                         2 430 482
Rent paid to related parties
Trust of director (Diepwater Trust)                                                    181 542
Salary paid to related party
Close family member of director                                                         70 290
Management fees received from related parties
Companies controlled by directors (Clidet)                                           (512 117)
Joint venture (Dream Weaver)                                                         (480 000)
Legal fees paid to related parties
Companies controlled by close family member of director                                 18 038
Consulting fees paid to related parties
Company controlled by director                                                         204 874

Related party transactions up until 28 February 2015                                         R
Interest paid to/(received from) related parties
Shareholders                                                                         1 689 665
Shareholder                                                                        (2 910 345)
Company controlled by director                                                          50 710
Joint venture                                                                         (62 705)
Director                                                                               138 102
Close family member of director                                                         22 500
Shareholders of subsidiaries                                                         1 534 787
Rent paid to related parties
Trust of director (Diepwater Trust)                                                    128 491
Salary paid to related party
Close family member of director                                                         60 000
Management fees received from related parties
Companies controlled by directors (Clidet)                                           1 024 234
Raising fees paid to related parties
Shareholder of subsidiary                                                              105 000
Legal fees paid to related parties
Companies controlled by close family member of director                                475 260
Consulting fees paid to related parties
Company controlled by director                                                         329 924
REPORTABLE IRREGULARITY
Subsequent to year end, the Company’s auditors issued a suspected Reportable Irregularity
to the IRBA regarding the auditor’s conclusion that the Company has not complied with the
Companies Act requirements in relation to financial distress and due to the late payment of
PAYE. The board was of the view at the time that, due to the actions taken, the inflow of
funds, payments made and/or payment arrangements having been agreed with the
majority of the Company’s creditors and incoming funds, would serve to address the tight
cash flow constraints and bring creditors and secured creditors within terms. This view has
been supported by the events after the reporting period, details of which are provided in the
Group Annual Financial Statements.

The matters that resulted in the auditors reporting the suspected reportable irregularities to
the IRBA have either been resolved or will be resolved once the proceeds of the sale of the
land known as Stellendale 3 have been received.

ISSUE AND REPURCHASE OF SHARES
During the year under review, the Company did not issue or repurchase any shares. Shares
were issued for cash subsequent to the year end as follows:

a)   An issue of 7 616 726 shares at 0.13129 cents per share;
b)   An issue of 7 033 652 shares at 0.143 cents per share;

An application for the listing of the above shares will be made immediately following the
publication of these results.

In addition to the above, an agreement has been signed in relation to the issue of 33 333 333
shares at 0.15 cents per share, of which R250 000 has been received and the balance
payable within 10 business days following the lifting of the suspension in trade of the
Company’s securities.

DIVIDEND
The Company has not declared a dividend for period ended 29 February 2016 and the
Company will not be considering a dividend payment for the forthcoming year.

LITIGATION
There are no legal or arbitration proceedings, including any proceedings that are pending or
threatened, of which the company and group is aware that may have or have had in the
last 12 months, a material effect on the Company’s or the Group’s financial position.

CONTINGENT LIABILITIES
At the reporting date the Group does not have any contingent liabilities (2015: RNil).

COMMITMENTS
The Group has entered into an agreement in terms of which it is required to purchase a
property, consisting of Erf 18362 from the RAL Trust, subject to the successful rezoning of Erf
18362 from agricultural to general. The purchase price will be equal to the fair value of Erf
18362 on the date that it is rezoned and will be used to settle the loan receivable from the
RAL Trust, to the extent of the fair value after rezoning.

The Group has also entered into an agreement in terms of which it may be required to
purchase a property, consisting of the Remaining portion of Portion 4 of Farm 438, for a total
consideration of R3,831,100 before 17 March 2018. It is anticipated that the fair value of the
said property will exceed the amount of the consideration payable. If this property is
acquired, it is currently the Group’s intention that the property will be used in the property
development business of the Group.
EVENTS AFTER THE REPORTING PERIOD
Disposal of land known as Northbank 1 and Northbank 2
Visual has concluded the sale of land to Mergence Africa Property Fund Proprietary Limited
(“Mergence”) for R11 million, exclusive of VAT. The proceeds have been received and the
funds applied to the reduction of expensive secured creditors, to pay creditors and fund
operational activities to the end of October 2016. A net profit before tax of R3.65 million was
realised on this disposal.

The conclusion of this agreement will serve to fast track the achievement by Visual of its
strategic objective to develop Stellendale Lifestyle Estate. It is also the first step in developing
a long-term relationship with Mergence, part of the Dipula group, which envisages Visual
providing Dipula with a pipeline of quality residential units thereby enabling Dipula to diversify
into another property asset class.

Disposal of land known as Stellendale 3
Visual has concluded an agreement for the sale of Stellendale 3 to Uvest Housing Portfolio 2
(RF) Proprietary Limited (“Uvest”) for R15 million, exclusive of VAT, in cash. The effective date
will be the date of transfer of the Property. The proceeds will be applied towards the
repayment of the R4.5 million bond, reduction of the balance of most of the secured debt in
the Visual group, for the settlement of creditors and working capital. A net loss before tax of
R2 million was realised on this disposal.

The conclusion of this agreement ensures that Visual is mostly debt free, enabling it to focus
on its main business as a property developer and serve to fast track the achievement by
Visual of its strategic objective to develop the remainder of the Stellendale township.

Disposal of other non-core assets
Subsequent to year end, the Company sold 20 rental units for R10 million and later another 7
rental units for R4 million. A net loss before tax of R1.025 million was realised on the disposal of
the 7 rental units whilst no profit or loss was realised on the disposal of the 20 rental units. An
undeveloped stand was also sold on auction for R725 000. No profit or loss was realised on
this disposal. The net proceeds of the above sales have been applied to reduce long term
debts as well as creditors of the Group.

There are no other material events that require reporting after the year end, other than in the
normal course of business.

FUTURE PROSPECTS
Going forward, Visual has eliminated the majority of its debt and creditors and has a positive
net tangible asset value in excess of R60 million and the board will be considering the size
and nature of properties held in order to start its key development initiatives and ensure that
it has sufficient cash and funding resources to grow the Group.

By order of the board
Johannesburg
25 November 2016

                                     Designated Advisor
                           Arbor Capital Sponsors Proprietary Limited

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