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Unaudited Condensed Results for the Six Months Ended 30 September 2016
M FiTEC International Limited
Incorporated in the Republic of South Africa
(Registration number 2015/294800/06)
JSE Share Code: MFI ISIN: ZAE000209607
(“M-FiTEC” or “the Company”)
UNAUDITED CONDENSED RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2016
INTRODUCTION
The board of directors of M-FiTEC (“the Board”) has pleasure in submitting its interim
report for the six months ended 30 September 2016.
M-FiTEC was incorporated on 19 August 2015, and raised R76.2 million from its founders
and by way of a private placing of ordinary shares. The JSE Limited (“the JSE”) granted
M-FiTEC a listing as a Special Purpose Acquisition Company (“SPAC”), by way of
introduction of the entire issued ordinary share capital of the Company on the
Alternative Exchange (“AltX”) with effect from the commencement of trade on
17 November 2015.
A SPAC is established to facilitate the primary capital raising process to enable the
acquisition of “Viable Assets” as envisaged in the Listings Requirements of the JSE. Until
such Viable Assets are acquired, the only material asset of a SPAC is the cash which it
holds following the issue of shares. That cash is held in escrow and invested in bank
deposits for the protection of the Company’s shareholders. If the acquisition of a Viable
Asset is not completed within a period of 24 months from the date on which the SPAC
was listed or such later date as the JSE may permit, the SPAC is required to return the
subscription funds initially invested to shareholders, plus accrued interest, less certain
permissible expenses and taxation.
REVIEW OF ACTIVITIES
During this half year period, the Company has engaged a number of entities with a view
to a potential acquisition. Some of these have reached an advanced stage, and some
due diligence procedures have been carried out. Due to the advanced nature of some of
the discussions, a cautionary announcement was made to shareholders on 29 June 2016
advising that negotiations for the acquisition of Viable Assets were in progress. The
cautionary notice has been extended, most recently on 15 December 2016, but as yet no
agreements have been reached and shareholders are advised to continue to exercise
caution when dealing in the Company’s securities until a further announcement is made.
Basic earnings per share of 11.3 cents consists of interest received from the cash
investment, less operating expenses and taxation. The net asset value of the ordinary
shares in issue is 978.87 cents per share.
CONDENSED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER 2016
Unaudited Audited
30 September 31 March
2016 2016
R’000 R’000
Assets
Current Assets 78 725 75 732
Cash and cash equivalents 77 913 75 312
Deferred taxation 812 420
Total Assets 78 725 75 732
Equity and Liabilities
Equity
Stated capital 73 526 73 526
Retained earnings 1 050 189
Total equity 74 576 73 715
Liabilities
Current Liabilities
Trade and other payables 29 24
Current tax liabilities 1 220 493
Provisions 2 900 1 500
Total current liabilities 4 149 2 017
Total Equity and Liabilities 78 725 75 732
CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME FOR THE PERIOD ENDED 30 SEPTEMBER 2016
Unaudited Audited
Six months to Period ended
30 September 31 March
2016 2016
R’000 R’000
Investment income 2 927 2 192
Operating expenses (1 731) (1 930)
Profit before taxation 1 196 262
Taxation (335) (73)
Income for the period 861 189
Other comprehensive income - –
Total comprehensive income for the period 861 189
Earnings per share (cents)
Basic and headline earnings per share (cents) 11.30 2.48
Diluted basic and headline earnings per share (cents) 9.14 2.00
Number of ordinary shares in issue 7 618 594 7 618 594
Number of deferred ordinary shares in issue 1 800 000 1 800 000
Headline earnings reconciliation
There are no adjustments to basic earnings to arrive at headline earnings for the period ended
30 September 2016.
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED
30 SEPTEMBER 2016
Stated Retained
capital earnings Total equity
R’000 R’000 R’000
Issue of share capital 76 188 - 76 188
Share issue expenses (2 662) - (2 662)
Total comprehensive income for the
period ended 31 March 2016 - 189 189
Balance at 31 March 2016 73 526 189 73 715
Total comprehensive income for the
period ended 30 September 2016 - 861 861
Balance at 30 September 2016 73 526 1 050 74 576
CONDENSED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED
30 SEPTEMBER 2016
Unaudited Audited
Six months to Period ended
30 September 31 March
2016 2016
R’000 R’000
Cash flows from operating activities
Payments to suppliers and employees (326) (406)
Interest income 2 927 2 192
Net cash from operating activities 2 601 1 786
Cash flows from financing activities
Issue of share capital - 76 188
Payment of share issue expenses - (2 662)
Net cash from financing activities - 73 526
Total cash movement for the period 2 601 75 312
Total cash at end of the period 77 913 75 312
NOTES TO THE FINANCIAL STATEMENTS
1. Basis of preparation
The condensed unaudited financial statements have been prepared in accordance with
International Financial Reporting Standards (‘IFRS’), IAS 34 - Interim Financial Reporting
Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee, the Financial Reporting Pronouncements as issued by the Financial Reporting
Standards Council, the South African Companies Act, (Act 71 of 2008), as amended and
the Listings Requirements of the JSE. The accounting policies and methods of
computation used in the preparation of this report are consistent with those applied in
the annual financial statements for the period ended 31 March 2016.
2. Stated capital
Authorised shares Number
Ordinary shares of no par value 400 000 000
Deferred ordinary shares of no par value 1 800 000
Issued shares R’000
7 618 594 ordinary shares of no par value 76 186
1 800 000 deferred ordinary shares of no par value 2
Share issue expenses (2 662)
Total issued share capital 73 526
On the first business day following the successful completion of an acquisition of Viable
Assets, each deferred ordinary share shall forthwith, and without the need for further
resolution of the Board or of the Shareholders, be automatically and compulsorily
converted once off on a one-for-one basis into, and be re-designated as, an ordinary
share.
3. Going concern
The financial statements have been prepared on the basis of accounting policies
applicable to a going concern.
4. Events after the reporting period
Save for the “Cautionary Announcement”, which details are disclosed in note 7 below,
the Board is not aware of any material events arising since the end of the reporting
period to the date of publication of these financial results.
5. Dividends
No dividend was declared during the period under review.
6. Preparation and audit
The accompanying condensed financial statements have been prepared by
Mr. KW Boyers (CA(SA)), Chief Financial Officer, and have not been audited. The
directors take full responsibility for the preparation of the interim report.
7. Cautionary announcement
As announced on SENS on 29 June 2016 and again most recently on 15 December 2016,
M-FiTEC has entered into negotiations for the acquisition of Viable Assets, which if
successfully concluded, may have a material effect on the price of the Company’s
securities.
By order of the Board
Chairman Chief Executive Officer Chief Financial Officer
Richard Came Charles Rowlinson Kevin Boyers
Directors
RDS Came* (Chairman), CE Rowlinson (CEO), KW Boyers (CFO), GR Voigt (CIO), RA
Frew*, CM Lister James*, SMM Munshi*, CM Rezek*, AC Springate*, M Oberholzer#
*independent, non-executive
#non-executive
Registered Office
Augusta @ Inanda Greens, 54 Wierda Road, Sandton, 2196
Company Secretary
Acorim Proprietary Limited
Auditors
Grant Thornton Johannesburg Partnership
Designated Adviser
Merchantec Capital
Website
www.m-fitec.com
Sandton
15 December 2016
Date: 15/12/2016 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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