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Audited Condensed Provisional Financial Results for the Year Ended 28 February 2017
Hulisani Limited
Reg no 2015/363903/06
(Incorporated in the Republic of South Africa)
("Hulisani" or "the Company")
Share code: HUL ISIN code: ZAE000212072
AUDITED CONDENSED PROVISIONAL FINANCIAL RESULTS FOR THE YEAR ENDED
28 FEBRUARY 2017
Audited Audited
Audited Condensed Statement of
Year ended Year ended
Comprehensive Income
for the period ended 28 Feb 2017 29 Feb 2016
R R
Other income - -
Operating expenses 31 733 771 -
Results from operating activities 31 733 771 -
Net Finance Income 25 724 181 -
Loss before taxation (6 009 590) -
Taxation - -
Loss for the period (6 009 590) -
Loss per share (Rand) – basic and diluted (0.13) -
Headline loss per share(Rand) – basic and
(0.01) -
diluted
Number of ordinary shares in issue
- weighted-average 44 794 523 200
- Diluted weighted-average 44 794 523 200
Calculation of headline earnings (Rand)
Loss attributable to ordinary shareholders (6 009 590) -
Loss on disposal of fixed assets (412 850) -
Listing fees (2 364 507) -
Office relocation costs (27 097) -
Safe Custody fees (2 632 997) -
Headline loss attributable to ordinary
shareholders (572 139) -
Audited Condensed Statement of Financial Audited Audited
Position for the period Year ended Year ended
ended 29 Feb 2016 29 Feb 2016
R R
ASSETS
Non-current assets
Property, plant and equipment
2 755 595 -
Deposit held against a bank guarantee 350 028 -
Current assets
Bank balance and cash 498 551 199 200
TOTAL ASSETS 501 656 822 -
EQUITY AND LIABILITIES
Capital and reserves
Stated capital 500 000 200 200
Accumulated loss (6 009 590) -
Total shareholders’ funds 493 990 610 200
Non-current liabilities - -
Current liabilities
Current portion of leave provision 9 422 -
Trade and other payables 7 656 790 -
TOTAL EQUITY AND LIABILITIES 501 656 822 -
Net asset value per share (Rand) 9.88 10.00
Year ended Year ended
Audited condensed Statement of Cash Flows
28 Feb 2017 29 Feb 2016
For the period ended
R R
Cash utilised by operations (31 214 166) -
Net Finance income 25 725 181 -
Cash flows from operating activities 2 166 805 -
Cash flows from investing activities (3 513 806) -
Cash flows from financing activities 500 000 000 200
Net increase in cash and cash equivalents 498 550 999 -
Cash and cash equivalents at beginning
200 -
of period
Cash and cash equivalents at end of
498 551 199 200
Period
Audited Condensed Statement of Changes in
Equity
Share Capital Retained Income Total Equity
R R R
Balance at 29 February 2016 200 - 200
Total comprehensive loss for
- (6 009 590) (6 009 590)
the period
Issue of ordinary shares 500 000 000 - 500 000 000
Balance at 28 February 2017 500 000 200 (6 009 590) 493 990 610
COMMENTARY
Basis of presentation
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs), IAS 34 – Interim
Reporting, the requirements of the Companies Act of South Africa, the
SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and the Financial Reporting Pronouncements as issued by the
Financial Reporting Accountants Council. Furthermore, these statements
have been compiled in terms of the listing requirements as required by the
Johannesburg Securities Exchange (“JSE”). The accounting policies used in
terms of IFRS are consistent with those of the previous annual financial
statements.
The audited condensed financial results have been prepared under the
supervision of the Financial Director, Mark Booysen CA(SA).
Nature of business
Hulisani Limited was incorporated on 13 October 2015 as an investment
holding company focused on energy projects ranging from Coal and Gas to
Solar PV, Concentrated Solar, Wind and Hydro. Hulisani’s investment
strategy is to pursue the acquisition of, or investments in, direct or
indirect minority stakes in companies operating in the energy sector.
Hulisani will invest in opportunities that meet Hulisani’s investment
criteria of (amongst others)– expected returns; counterparty risk;
inflation beating ability of cash flows; quality and experience of
management; environmental considerations and geographical location
primarily in Sub-Saharan Africa
OVERVIEW
On 07 April 2016, the Company successfully listed on the Main Board of the
JSE as a Special Acquisition Company (SPAC). Hulisani issued 50 000 000
shares at R10 per share, raising R500 million. This issue was to pursue
Hulisani’s aim to be a strategic investment vehicle for retirement funds
that are seeking assets with appropriate cash flow profiles to match long-
term liabilities faced by the retirement fund’s members.
On the 22 March 2017, Hulisani acquired a 6.67% stake in Kouga Wind Farm.
This successful acquisition achieved two objectives. The first being the
acquisition of a quality investment and the second allowing Hulisani to
shed its SPAC status and take up its position as a fully-fledged
Investment Holding Company, on the JSE’s main board.
FINANCIAL OVERVIEW
Hulisani earned interest income of R25.7 million. This was earned against
expenses of R31.7 million. While this resulted in a loss of R6 million,
included in the expenses were the once off costs of the listing fee of
R2.4 million and escrow safe custody fees of R2.6 million. In addition,
the acquisition made in March, incurred costs of R1.2 million, which were
expensed in the current year, while income from the acquisition will only
be realised in the 2018 financial year. Notwithstanding these unusual or
timing of these costs, Hulisani posted a loss of 13 cents per share, with
Headline earnings per share showing a loss of 1 cent per share. The net
asset value per share at the 28 February 2017 is R9.88 per share.
Total cash and cash equivalents as at the 28 February 2017 was R498.6
million.
Events after the reporting period
At a general meeting held on the 20 March 2017, the shareholders present
and by proxy voted unanimously in favour of the following resolutions:
- That the Company acquire a 100% shareholding of both Red Cap
Investments (Pty) Ltd (“Red Cap”) and Eurocape Renewables (Pty) Ltd
(“Eurocape”). Both company’s collectively own 6.67% in the Kouga Wind
farm, located in the Eastern Cape. The acquisition as a viable asset,
as approved by the JSE, results in Hulisani losing their SPAC status;
- As a consequence of the acquisition of a viable asset, that the residual
capital will be used by the Company to acquire new investments and working
capital;
- That the directors are granted authority to issue up to 15% of the
issued share capital for cash in terms of both the Company’s MOI as
well as JSE regulations;
- That the Company’s Investment Policy be approved;
- A special resolution was unanimously adopted, based on resolutions
one and two above, that allows the company, subject to certain
requirements, be allowed to repurchase the Company’s shares up to a
maximum of 20% of the Company’s issued share capital.
On the 22 March 2017, the company acquired and paid for the shares in Red
Cap and Eurocape respectively, giving effect to the resolution as approved
above.
Going concern
The directors’ have made an assessment of the company’s ability to
continue as a going concern and have no reason to believe that the
business will not be a going concern in the year ahead.
Changes to the company’s board
Harald Schaaf was appointed to the board on the 7 April 2016. There have
been no changes to the company’s board during the year ended 28 February
2016.
Dividends
No dividends were declared or paid for the year ended 28 February 2017.
AUDIT OPINION
KPMG Inc. have audited the financial statements for the period ended 28
February 2016 and their unmodified audit report is available for
inspection at the Company’s registered office.
This summarised report is extracted from audited information, but is
itself not audited. The directors therefore take full responsibility for
the preparation of the condensed results and that the financial
information has been correctly extracted from the underlying financial
statements.
The auditor’s report does not necessarily cover all of the information
contained in this announcement/financial report. Shareholders are
therefore advised that in order to obtain a full understanding of the
nature of the auditor’s work, they should obtain a copy of that report,
together with the accompanying financial information, from the registered
office of the company.
On behalf of the Board
MH Zilimbola Johannesburg
chief Executive Officer 31 May 2017
Directors:
PC Mdoda (Non-Executive Chairman)
MH Zilimbola (Chief Executive Officer)
ME Marubini (Chief Investment Officer)
MA Booysen (Chief Financial Officer)
NP Gosa (Non-Executive)
DR Hlatshwayo (Non-Executive)
AV Notshe*(Non-Executive)
MF Modau(Non-Executive)
HH Schaaf#(Non-Executive).
* Non-Independent
# German
Registered Office:
4 Floor, North Tower, 90 Rivonia Road, Sandton, Gauteng.
31 May 2017
Auditors
KPMG Inc.
Designated advisors
PSG Capital Proprietary Limited
Transfer secretaries:
Computershare Investor Services Proprietary Limited, 70 Marshall Street
Johannesburg, 2001
Company secretary
ER Goodman Secretarial Services CC, Houghton Estate Office Park, 2nd
Floor, Palm Grove, 2 Osborn Road, Houghton, 2198
Date: 31/05/2017 03:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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