Wrap Text
Condensed Abridged Audited Results for the Period Ended 28 February 2017 and Notice of AGM
M FiTEC International Limited
Incorporated in the Republic of South Africa
(Registration number 2015/294800/06)
JSE Share Code: MFI ISIN: ZAE000209607
(“M-FiTEC” or “the Company”)
CONDENSED ABRIDGED AUDITED RESULTS FOR THE PERIOD ENDED
28 FEBRUARY 2017 AND NOTICE OF AGM
INTRODUCTION
The board of directors of M-FiTEC (“the Board”) has pleasure in submitting its abridged
report for the eleven month period from 1 April 2016 to 28 February 2017.
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.
ACQUISITION OF VIABLE ASSETS
The Board advised shareholders on 15 March 2017 that M-FiTEC has entered into sale of
shares agreements with the shareholders of each of three groups that collectively
comprise the Viable Asset Acquisition.
M-FiTEC has entered into agreements with the shareholders of each of:
- WIZZIT Group Proprietary Limited and WIZZIT Payments Proprietary Limited
(collectively “WIZZIT”) for the acquisition of 87.01% of the issued share capital;
- Wavelengths 202 Proprietary Limited and Magix Security Proprietary Limited
(collectively “Magix”) for the acquisition of 100% of the issued share capital;
and
- Finteq Africa Proprietary Limited (“Finteq Africa”) and its wholly owned
subsidiary Finteq Proprietary Limited (“Finteq”) (collectively “Finteq Group”)
for the acquisition of 100% and 70% respectively of the issued share capital.
Shareholders are referred to the more detailed announcement published on 15 March
2017, and to the further announcement dated 25 May 2017 advising that the circular in
respect of the Viable Assets Acquisition is currently being prepared and, subject to the
approval of the JSE, is expected to be distributed to M-FiTEC shareholders on or about
23 June 2017.
REVIEW OF ACTIVITIES
Basic earnings per share of 8.13 cents consists of interest received from the cash
investment, less operating expenses and taxation.
CONDENSED STATEMENT OF FINANCIAL POSITION AT 28 FEBRUARY 2017
28 February 31 March
2017 2016
R’000 R’000
Assets
Non-current assets 171 420
Deferred taxation 171 420
Current assets 75 405 75 312
Cash and cash equivalents 75 405 75 312
Total assets 75 576 75 732
Equity and liabilities
Equity
Stated capital 73 526 73 526
Retained earnings 808 189
Total equity 74 334 73 715
Liabilities
Current liabilities
Trade and other payables 277 24
Current tax liabilities 515 493
Provisions 450 1 500
Total current liabilities 1 242 2 017
Total equity and liabilities 75 576 75 732
CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME FOR THE PERIOD ENDED 28 FEBRUARY 2017
11 months to 7 months to
28 February 31 March
2017 2016
R’000 R’000
Investment income 5 440 2 192
Operating expenses (4 572) (1 930)
Profit before taxation 868 262
Taxation (249) (73)
Income for the period 619 189
Other comprehensive income - –
Total comprehensive income for the period 619 189
Earnings per share (cents)
Basic earnings per share (cents) 8.13 2.48
Diluted basic earnings per share (cents) 6.58 2.00
Headline earnings per share (cents) 8.13 2.48
Diluted headline earnings per share (cents) 6.58 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 28 February 2017.
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED
28 FEBRUARY 2017
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 7 month period
to 31 March 2016 - 189 189
Balance at 31 March 2016 73 526 189 73 715
Total comprehensive income
for the 11 month period
to 28 February 2017 - 619 619
Balance at 28 February 2017 73 526 808 74 334
CONDENSED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED
28 FEBRUARY 2017
11 months to 7 months to
28 February 31 March
2017 2016
R’000 R’000
Cash flows from operating activities
Payments to suppliers and employees (5 347) (406)
Interest income 5 440 2 192
Net cash from operating activities 93 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 93 75 312
Total cash at beginning of the period 75 312 -
Total cash at end of the period 75 405 75 312
NOTES TO THE FINANCIAL STATEMENTS
1. Reporting periods
The Company was incorporated on 19 August 2015. Accordingly, the comparative
information is for the period from that date to 31 March 2016. During the current period
the year end of the Company was changed to February, and thus these results cover the
eleven month period to 28 February 2017.
2. Basis of preparation
The condensed audited financial statements have been prepared in accordance with
International Financial Reporting Standards (‘IFRS’), the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee, the Financial Reporting
Pronouncements as issued by the Financial Reporting Standards Council, the South
African Companies Act, (Act 71 of 2008), as amended and the Listings Requirements of
the JSE. The accounting policies and methods of computation used in the preparation of
this report are consistent with those applied in the annual financial statements for the
period ended 31 March 2016.
3. Stated capital
28 February 31 March
2017 2016
Authorised shares Number Number
Ordinary shares of no par value 400 000 000 400 000 000
Deferred ordinary shares of no par value 1 800 000 1 800 000
Issued shares R’000 R’000
7 618 594 ordinary shares of no par value 76 186 76 186
1 800 000 deferred ordinary shares of no par value 2 2
Share issue expenses (2 662) (2 662)
Total issued share capital 73 526 73 526
On the first business day following the successful completion of an acquisition of Viable
Assets, each deferred ordinary share shall forthwith, and without the need for further
resolution of the Board or of the Shareholders, be automatically and compulsorily
converted once off on a one-for-one basis into, and be re-designated as, an ordinary
share.
4. Going concern
The financial statements have been prepared on the basis of accounting policies
applicable to a going concern.
5. Events after the reporting period
The only material event after the reporting period has been the conclusion of
agreements for the acquisition of Viable Assets, as more fully explained above.
6. Dividends
No dividend was declared during the period under review.
7. Preparation and audit
The accompanying condensed financial statements, prepared by Mr. KW Boyers
(CA(SA)), Chief Financial Officer, have been extracted from the audited financial
statements but have not themselves been audited. Grant Thornton Johannesburg
Partnership, the Company’s independent auditor, has audited the financial statements
for the period ended 28 February 2017 and has issued an unqualified audit opinion. The
auditor’s report does not necessarily report on all of the information contained in this
announcement/financial results. Shareholders are therefore advised that in order to
obtain a full understanding of the nature of the auditor’s engagement they should obtain
a copy of the auditor’s report together with the accompanying financial statements from
the Company’s registered office or its website. The directors take full responsibility for
the preparation of the abridged report and that the financial information has been
correctly extracted from the underlying annual financial statements. The Company has
not prepared a full integrated annual report in accordance with the recommendations of
the King Code on Corporate Governance as until such time as Viable Assets are acquired,
no reportable operations exist.
8. Changes to the Board
There were no changes in the composition of the Board during the period.
9. Notice of Annual General Meeting
Notice is hereby given that the second Annual General Meeting of shareholders of
M-FiTEC will be held at 10h00 on 21 July 2017 at the Company’s registered office
situated at Augusta, Inanda Greens, 54 Wierda Road, Sandton, for the purpose of
considering, and, if deemed fit, passing, with or without modification, the resolutions set
out in the notice of Annual General Meeting which is contained in the annual financial
statements.
The Board has determined that, in terms of section 62(3)(a), as read with section 59 of
the Companies Act, the record date for the purposes of determining which shareholders
of the Company are entitled to participate in and vote at the Annual General Meeting is
Friday, 14 July 2017. Accordingly, the last day to trade M-FiTEC shares in order to be
recorded in the register to be entitled to vote will be Tuesday, 11 July 2017.
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
30 May 2017
Date: 30/05/2017 10:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
