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AFRICAN DAWN CAPITAL LIMITED - Provisional Consolidated Reviewed Annual Financial Statements For The Year Ended 28 February 2017

Release Date: 31/05/2017 17:29
Code(s): ADW     PDF:  
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Provisional Consolidated Reviewed Annual Financial Statements For The Year Ended 28 February 2017

AFRICAN DAWN CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/020520/06)
JSE code: ADW
ISIN: ZAE000060703
("the Company" or "the Group" or "Afdawn")

Provisional consolidated reviewed annual financial statements for the year ended 28 February 2017

    -    Revenue declined by R0.3 million to R37 million

    -    Operating expense increased by R1.6 million to R44.5 million as result of:

              -    Increased employment costs in Knife Capital (refer to note 11)
              -    Circular cost incurred relating to approved Shareholder transactions

    -    Operating loss increased by R4.4 million to R6.8 million

    -    Finance Cost increased by R0.2m to R3,2 million as result of:

              -    Penalties and interest on VAT
              -    Interest charge on director loans

    -    Borrowings were reduced by R4.6 million to R15.8 million

    -    Loss for the year increased by R4.4 million to R11.3 million

    -    Loan from directors increased as directors funded Company and did not receive salaries and fees for a period (refer to note 7 and 8)

    -    Net Cash from operating activities increased by R1.3 million

    -    Net Asset Value decreased by R11.3 million as result of:

              -    Operating losses in Knife Capital
              -    Impairment of Goodwill in Knife Capital due to negative trading results
              -    Penalties and Interest accrued on SARS
              -    Increased head office costs due to circular costs relating to Approved Shareholder transactions.

    -    The outstanding SARS matter is still a key risk to the sustainability of the Group, and a material uncertainty still exists on the Company
         and Group's ability to continue as a going concern.

Statement of Financial Position as at 28 February 2017

                                                                                       2017              2016
                                                                     Notes           R '000            R '000

Assets
Non-Current Assets
Property, plant and equipment                                                           605               879
Goodwill                                                                              4,679             8,076
Intangible assets                                                                     3,775             5,155
Deferred tax                                                                            697               381
                                                                                      9,756            14,491
Current Assets
Other financial assets                                                                    -               312
Properties in possession                                                2            15 853            18,247
Trade and other receivables                                             3            31 193            35,981
Cash and cash equivalents                                                             1,983             3,005
                                                                                     49,029            57,545
Total Assets                                                                         58,785            72,036
Equity and Liabilities
Equity
Share capital and share premium                                         5           313,943           313,943
Accumulated loss                                                                  (303,630)         (291,442)
                                                                                     10,313            22,501
Liabilities
Non-Current Liabilities
Deferred tax                                                                            758             1,125
Borrowings                                                              6             6,316             7,829
                                                                                      7,074             8,954
Current Liabilities
Current tax payable                                                     4            16,280            15,054
Borrowings                                                              6             9,475            12,524

Finance lease liabilities                                                                 -                19
Loans from directors                                                    7             1,523               487
Operating lease liability                                                                 -                28
Trade and other payables                                                8            14,120            12,469
                                                                                     41,398            40,581
Total Liabilities                                                                    48,472            49,535
Total Equity and Liabilities                                                         58,785            72,036

Statement of Profit or Loss and Other Comprehensive Income
                                                                                                           
                                                                                           2017          2016
                                                                            Notes        R '000        R '000 

  
Revenue                                                                         9        36,991        37,329   
Cost of sales                                                                             (366)         (839)   
Gross profit                                                                             36,625        36,490   
Other income                                                                   10         1,387         3,910   
Operating expenses                                                                     (44,880)      (42,836)   
Operating loss                                                                 11       (6,868)       (2,436)   
Investment income                                                                            84           346   
Profit/(Loss) on fair value movement - contingent consideration
liability                                                                       7             -         2,000   
Impairment of goodwill                                                                  (3,397)             -   
Reduction in liability to Nexus liquidator                                                2,162                 
Deemed interest expense                                                                   (585)         (552)   
Impairment to properties in possession                                          2         (971)       (3,284)   
Finance costs                                                                  12       (3,245)       (3,018)   
Loss before taxation                                                                   (12,820)       (6,944)   
Taxation                                                                                    632            34   
Loss for the year                                                                      (12,188)       (6,910)   
Loss attributable to:                                                                                           
Owners of the parent                                                                   (12,188)       (6,910)   
                                                                                       (12,188)       (6,910)   
Basic and diluted loss per share restated (c)                                  17        (55.6)        (31.6)   


Statement of Changes in Equity

                                            Share            Share    Total share    Accumulated        Total 
                                          capital          premium        capital           loss       equity
                                           R '000           R '000         R '000         R '000       R '000

Balance at 1 March 2015                     8,803          305,140        313,943      (284,532)       29,411
Total comprehensive loss for the year           -                -              -        (6,910)      (6,910)
Balance at 29 February 2016                 8,803          305,140        313,943      (291,442)       22,501
Total comprehensive loss for the year           -                -              -       (12,188)     (12,188)
Balance at 28 February 2017                 8,803          305,140        313,943      (303,630)     (10,313)
Note(s)                                         5                5              5

Statement of Cash Flows

                                                                                           2017          2016
                                                                         Notes           R '000        R '000   
Cash flows from operating activities                                                                            
Cash generated by/(used in) operations                                      14            4,836         3,490   
Interest income                                                                              84           346   
Finance costs                                                               12         (2, 403)       (2,080)   
Tax received/(paid)                                                                         322       (1,307)   
Net cash from operating activities                                                        2,839           449  

Cash flows from investing activities                                                                            
Purchase of property, plant and equipment                                                  (44)         (570)  

Proceeds on disposal of property, plant and equipment                                        31           248   
Purchase of intangible assets                                                             (303)         (346)   
Additional cost of property in possession                                                     -             -   
Net cash from investing activities                                                        (316)         (668) 

Cash flows from financing activities   

Borrowings (repaid)/raised                                                  6           (4,562)      (11,280)   
Finance lease payments                                                                     (19)         (163)   
Directors' loans raised/(repaid)                                            7             1,036         (730)   
Net cash from financing activities                                                      (3,545)      (12,173)   
Total cash movement for the year                                                        (1,022)      (12,392)   
Cash at the beginning of the year                                                         3,005        15,397   
Total cash at end of the year                                                             1,983         3,005   

Statement of compliance
These reviewed condensed provisional consolidated financial statements have been prepared in accordance with the
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board, IAS 34:
Interim Financial Reporting, the Johannesburg Stock Exchange ("JSE") Listings Requirements, the requirements of
the South African Companies Act, as amended and the financial reporting pronouncements as issued by the Financial 
Reporting Standards Council, South African Institute of Chartered Accountants financial reporting as issued 
by the Accounting Practices Committee.

These condensed consolidated provisional financial statements were compiled under the supervision of the group Chief Financial 
Officer, G Hope, CA(SA), and were reviewed by the Company's external auditor, Grant Thornton Cape Inc. 

A copy of their unmodified review opinion which includes an Emphasis of Matter paragraph regarding going concern, as detailed 
below, is available from the Company's registered office.

The auditor's unmodified review opinion which includes an Emphasis of Matter paragraph regarding going concern report does not 
necessarily report on all the information contained in this announcement. Users are therefore advised that in order to get a 
full understanding of the nature of the auditor's engagement, they should obtain a copy of the auditor's review opinion report 
together with the accompanying financial information from the company's registered office.

Emphasis of Matter
'Without qualifying their conclusion, the auditors would like to draw attention to Note 1, Going concern judgement, in
this SENS announcement which indicates the existence of a material uncertainty which may cast significant doubt on
the Company's and group's ability to continue as a going concern.'

These provisional consolidated financial statements were compiled by Dylan Kohler, Professional Accountant (SA).

Approval by the Board
The provisional consolidated financial statements for the year ended 28 February 2017 (including comparatives)
were approved and authorised for issue by the board of directors on 31 May 2017.

Notes to the financial statements

1. Going concern judgement

The consolidated and separate 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 settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

The material uncertainties relating to events or conditions which may cast doubt upon the ability to continue as a going
concern are outlined below.

This judgement is based on a careful consideration of the following:

- Financial statements should be prepared on a going concern basis unless it is intended to liquidate the entity or to
  cease trading or there is no realistic alternative but to do so.

- In considering whether the going concern assumption is appropriate, all available information is taken into
  account, including information about the foreseeable future.

- Where there are material uncertainties relating to events or conditions which may cast doubt upon the ability to
  continue as a going concern, those uncertainties should be disclosed.

The material uncertainties relating to events or conditions which may cast doubt upon the ability to continue as a going
concern are outlined in the table below. The table also outlines the actions being taken to manage these uncertainties
and also the current status of these uncertainties and actions.

Uncertainty                                       Action                                       Status
Timing of the amount payable to SARS              The directors have engaged with tax          The current relationship with SARS
                                                  advisors to assist them in making a          is constructive and conducive to an
                                                  submission to SARS and to negotiate a        amicable outcome. A compromise
                                                  settlement agreement.                        offer was submitted to SARS by legal
                                                                                               advisors and we await the result
                                                                                               from SARS.Various payment and funding 
                                                                                               options are available to the board to be
                                                                                               considered.
                                                                                               

Ability of Afdawn and all of its                  A number of actions are being taken to      The Candlestick property was
subsidiaries to meet ongoing                      mitigate the risk of this uncertainty       transferred on 12 May 2017 and
commitments. The risk of this                     materialising. These include: (a) The       the Nedbank bond plus the
uncertainty materialising in a manner             Candlestick transaction was concluded       PTF3 and Blue Dot was settled
that could affect the relevance of the            and we await transfer of the property.      plus most of the trade
going concern assumption could arise.             b) Consideration is given to sell certain   creditors were settled.
                                                  other assets c) the collection of a         There is ongoing engagement
                                                  debtor becoming highly likely . d) The      with funders. The Elite
                                                  Elite transaction got Shareholder           transaction was cancelled and
                                                  approval in June 2016.                      Company has right to claim
                                                                                              and recover damages from
                                                                                              Dzothe.

Elite has been repaying the                       Elite has made arrangement with             Elite had ongoing negotiations
Sandown loan on a monthly basis,                  Sandown on a monthly basis                  with Sandown. These
but has not fully complied with the               when needed.                                negotiations centre on
original agreed repayment schedule                                                            accommodating Elite's ability to
Sandown could have demanded immediate                                                         repay the loan over longer
repayment of this loan.                                                                       period.
                                                                                              Sandown have agreed to extend
                                                                                              terms of the repayment to three
                                                                                              years .Elite has repaid R7,2
                                                                                              million of the original R15 million
                                                                                              Sandown loan.


The strategy regarding Elite and Knife           Elite concluded the transaction with         The board of Afdawn has to
Capital needs to be re-evaluated.                Dzothe in June 2016 . A deposit of           explore all its options. The
                                                 R2million was paid and Dzothe was in         extention of the Sandown debt
                                                 breach with the rest of purchase             repayment period will enble Elite
                                                 consideration . The transaction was          to fund itself in the short term.
                                                 cancelled 12 May 2017.                       The success of the Knife
                                                                                              business model needs to be
                                                                                              re-evaluated and restructured
                                                                                              accordingly.

2. Properties in possession

                                                                                                             2017         2016
Almika Properties 81 Proprietary Limited, Benoni, Gauteng                                                   3,889        5,312
Greenoaks - Centurion, Gauteng                                                                             44,415       44,415
Greenoaks - PTF3 share of property                                                                       (16,174)     (16,174)
                                                                                                           32,130       33,553
Impairment                                                                                               (16,277)     (15,306)
Carrying amount                                                                                            15,853       18,247
Reconciliation of movement 2017                                                                            Almika    Greenoaks
 Opening balance                                                                                            5,312       44,415
Sold                                                                                                      (1,423)            -
PTF3 share of Greenoaks                                                                                         -     (16,174)
Impairment                                                                                                (3,609)     (12,668)
                                                                                                              280       15,573
Reconciliation of movement 2016
                                                                                                           Almika    Greenoaks

Opening balance asset                                                                                       6 749       44,415
Sold                                                                                                      (1,437)            -                                     
PTF3 share of Greenoaks                                                                                         -     (16,174)              
Impairment                                                                                                (3,609)     (11,697)
                                                                                                            1,703       16,544

 Almika

 Almika owns a low-cost residential development consisting of 50 units in Loerie Park, Benoni, Gauteng. The development
 has now been completed and the units are in the process of being sold. In terms of the agreement with the property
 developer, Afdawn Group will receive R70 000 on transfer of each unit that is sold. It is estimated that this will amount
 to approximately R3,4 million.

 A total of 46 units have been transferred and payments of R3,2 million have been received by February 2017. The final
 remaining 4 units have since been sold and the final R0,28 million was received in March 2017.

 Greenoaks

 Candlestick has title to a residential housing complex called Greenoaks in Centurion, Gauteng. These units are currently
 being rented to tenants on annual leases (with renewal periods and rates subject to negotiation). Rental income of
 R4,753,360 (2016: R5 314 558) has been recognised.

 Greenoaks was transferred to Candlestick in August 2010 in settlement of amounts due to African Dawn Property Transfer
 Finance 2 Proprietary Limited ("PTF 2") and Africa Dawn Property Transfer Finance 3 Proprietary Limited ("PTF 3") by Blue
 Dot Properties 1198 CC ("Blue Dot"). PTF 3 is not part of the Afdawn Group.

 In terms of an agreement between PTF 2 and PTF 3, any amount realised on disposal of the property less amounts payable
 to Nedbank (under the first mortgage bond) less related costs less amounts due to certain other third parties will be
 shared between PTF 2 and PTF 3 on a 50:50 basis in settlement of the balance of their respective loans to Blue Dot.

 For this reason, the reconciliation above is split as follows:

       a.   Amount relating to legal title of entire property
       b.   Less PTF3 share of the property (50%)
       c.   Equals amount relating to Afdawn Group's share of the property (i.e. the 50% referred to above that is
            in substance Afdawn Group's share of the property).

 Blue Dot has since been placed in liquidation and there is a dispute in terms of which the liquidator is attempting to have
 the property transferred back into the insolvent estate of Blue Dot. Negotiations between the Blue Dot liquidator and
 Candlestick have concluded and a settlement has been reached whereby on the sale of the building the Nedbank bond
 and selling costs will be settled first and the balance will be split in the following ratio PTF2 35%, PTF3 35% and Blue Dot
 liquidator 30%.

   The other claims against the property include:


       d.    A Nedbank loan, in terms of which Nedbank registered a first bond against the property. The original facility
             was R14 100 000 and the amount outstanding at the reporting date was R6,164,210 (2016: R7 563 952) .

A sales agreement was entered into in April 2016, in terms of which the property will be sold for R32 500 000. The group expects
to realize R8 373 000 from the sale. The property was transferred on the 10 May 2017 and Candlestick has received their portion
of the proceeds and the Nedbank bond , PTF3 and the Blue Dot liquidator were settled in full. 

3. Trade and other receivables

                                                                                                                2017       2016
Trade receivables                                                                                             50,672     53,865
Impairment allowance                                                                                        (20,602)   (18,934)
Deemed interest adjustment                                                                                     (585)          -
Deposits                                                                                                         267        293
VAT                                                                                                                -        145
Other receivables                                                                                              1,441        612
                                                                                                              31,193     35,981

Certain trade receivables are used as security on related borrowings from the National Housing Finance Corporation
("NHFCE"). Refer to note 6.

4. Current tax receivable/(payable)

Current tax payable                                                                                         (16,280)   (15,054)

                                                                                                            (16,280)   (15,054)

A Section 200 application was made in June 2013 and was declined in May 2015 on the basis that Afdawn Group's financial
position did not warrant a compromise. A new submission has subsequently been made to SARS with a view to reaching a
settlement on this, submitted in December 2016.

A liability has been recognised in full for all interest and penalties that are payable to SARS.

Change in estimate - interest and penalties on income tax and VAT liability.

As disclosed in the prior year financial statements an estimate was made of the current tax and vat liabilities relating to
Afdawn, and all related subsidiaries, plus the related interest and penalties that would be due to SARS. However, as a
result of the section 200 application to SARS being declined in May 2015 additional interest and penalties of R0,842 million
and R0,252 million vat.(2016: R0,938 million) were due.

5. Share capital and share premium

Authorised
                                                                                                   50,000,000     50,000,000
125 000 000 Ordinary shares at 40c each

The total shares in issue as at 28 February 2017 amounted to 21,925,057 (2016: 877,002,273).

Reconciliation of number of shares in issue
Reported as at 01 March                                                                               877,002        880,270
Treasury shares cancelled 9 March 2015                                                                      -        (3,268)
Share consolidation @ 1 share per 40 held                                                           (855,077)
                                                                                                       21,925        877,002

Reconciliation of share values 'R000:
Reported at beginning of period                                                                       313,943        313,943
Movement                                                                                                    -              -
Reported at the end of the period                                                                     313,943        313,943

                                                                                                         2017           2016
                                                                                                        R'000          R'000
Share Premium                                                                                         305,140        305,140
Ordinary shares                                                                                         8,803          8,803
                                                                                                      313,943        313,943

On 1 December 2014, the board resolved to apply to the JSE Limited for the treasury shares to be de- listed. These
shares were de-listed on 9 March 2015.

The board undertook to consolidate the shares in issue in order to improve the tradability per SENS The consolidation
was completed at 1 share for every 40 share held on 29 November 2016.

6. Borrowings

GROUP 2017 R'000                                                                      Present              
                                                                           Loan         Value         Deemed
                                                                        Balance    Adjustment       interest     Balance

DD Breedt                                                                   300                                      300
The loan bears interest of 10,5% per annum is secured by ceded
debtors and is repayable over 6 months.

HT Malan                                                                    200                                      200
The loan bears interest of 10,5% per annum is secured by ceded
debtors and is repayable over 6 months.

ME Malan                                                                    200                                      200
The loan bears interest of 10,5% per annum is secured by ceded
debtors and is repayable over 6 months.

JP Verwey                                                                   160                                      160
The loan bears interest of 10,5% per annum is secured by ceded
debtors and is repayable over 3 months.

PS Van Der Westhuizen                                                       100                                      100
The loan bears interest of 10,5% per annum is secured by ceded
debtors and is repayable over 6 months.

National Housing Finance Corporation ("NHFCE") -                          1,436             -              -       1,436
Elite entered into a separate facility agreement whereby the
loan is secured on the associated debtors, bears interest at
prime +5% and is repayable over 5 years from the borrowing
date. Afdawn has provided a guarantee on the loan facility.

Sandown Capital loan - The convertible bond was not                       3,898             -              -       3,898
converted and new terms are as follows: The loan
bears interest at prime currently 10.5% + 1% and is repayable in
installments of R100,000 for 8 month and then R125,000
therafter. The loan is unsecured.


Sandown Capital Interest free portion loan - The loan                     3,333             -              -       3,333
bears interest at prime current 10.5% and is repayable in
instalments of starting in December 2016. The loan is unsecured.
up to R700,000

Nedbank mortgage bond - The loan is secured on fixed                      6,164             -              -       6,164
property. Interest is levied at prime -0.5% and the loan is
repayable in instalments of R172,932 per month. The bond
arose as part of a property in possession transaction. The
monthly instalments are funded through the cash generated
through operations at Greenoaks.
                                                                         15,791             -              -      15,791

GROUP 2016 R'000                                                                      Present              
                                                                           Loan         Value         Deemed
                                                                        Balance    Adjustment       interest     Balance


National Housing Finance Corporation ("NHFCE") -                          2,576             -              -       2,576
Elite entered into a separate facility agreement whereby the 
loan is secured on the associated debtors, bears interest at 
prime +5% and is repayable over 5 years from the borrowing 
date. Afdawn has provided a guarantee on the loan facility. 
 
 
Sandown Capital Elite Two loan - The loan is                                580             -              -         580
unsecured, bears interest at prime and is repayable in 
instalments of per month plus accrued interest. 
Up to R80,000. 
 
Sandown Capital loan - The convertible bond was not                       6,300             -              -       6,300
converted and new terms are as follows: interest is charged 
at prime, currently 9.25% per annum and repayments of 
up to R700,000 plus interest per month in the short term. The 
loan is unsecured. 
 
Sandown Capital Interest free portion loan - The loan                     3,333              -             -        3,333
bears interest at prime current 10.5% and is repayable in 
instalments of starting in December 2016. The loan is unsecured. 
up to R700,000.
 
Nedbank mortgage bond - The loan is secured on fixed                      7,564              -             -        7,564
property. Interest is levied at prime -0.5% and the loan is 
repayable in instalments of R172,932 per month. The bond 
arose as part of a property in possession transaction. The 
monthly instalments are funded through the cash generated 
through operations at Greenoaks. 
                                                                         20,353              -             -       20,353

Non-current liabilities
At amortised cost                                                                                      6,316        7,829
                                                                                                       6,316        7,829
    
Current liabilities    
At amortised cost                                                                                      9,475       12,524
                                                                                                       9,475       12,524
                                                                                                      15,791       20,353
    
7. Loans from directors and shareholders    
    
                                                                                                        2017         2016
EA Van Heerden ***     
                                                                                                          20          162
JK Van Zyl ***     
                                                                                                          20          162
A Bohmert ***     
                                                                                                          20          163
WJ Groenewald**     
                                                                                                         183            -
G Hope**     
                                                                                                       1,280            -
     
                                                                                                       1,523          487
 
*** The directors loans are interest free, unsecured and are repaid on an
ad hoc basis. The loans arose as part of the Knife Capital Group
acquisition transaction detailed in the circular issued on 7 March 2014.

** These loans attract 2% interest per month are unsecured and are repaid
on an adhoc basis.

Reconciliation Knife Capital Group acquisition                                                              2017      2016
First NAV liability                                                                                        1,217     1,217    
(interest free payable at R60 833 per month with effect from                                                                  
November 2014) Repayments                                                                                (1,157)     (730)      
Subtotal                                                                                                      60       487
                                                                                           
*On 1 July 2015 as announced on SENS, the vendors of Knife Capital have released Afdawn from the second NAV liability
and the share issue liability. The outstanding balance of loans from directors on acquisition of Knife Capital is R.06 million (2016:
R0,487 million).

Non-current liabilities                                                                                        -         -   
Current liabilities                                                                                        1,523       487
                                                                                                           1,523       487
8. Trade and other payables 
                                                                                                            2017      2016
Trade payables                                                                                             2,528       473
VAT                                                                                                        4,703     5,938
Accrued leave pay                                                                                          1,206     1,055
Accrued expenses                                                                                           2,067     4,165
Deposits paid on sale of Candlestick and Elite                                                             2,000         -
Directors unpaid salaries                                                                                  1,233         -
Accrued audit fees                                                                                             -       450
Deposits received                                                                                            383       388
                                                                                                          14,120    12,469
 
R 4,408,300 (2016: 5,781,412) of the VAT liability is also the subset of the submission to SARS. 
 
9. Revenue                                                                                                  2017      2016
   
Rendering of service                                                                                       9,978     7,303
Non-interest income (administration fees)                                                                  1,112       798
Rental income                                                                                              4,753     5,315
Interest received                                                                                         21,074    23,878
Insurance revenue                                                                                             74        35
                                                                                                          36,991    37,329

10. Other income

Bad debts recovered on trade receivables                                                                     788       738
Sundry income                                                                                                132     1,077
Fair value adjustment                                                                                          -     2,095
Share of capital costs on sale of Greenoaks paid by 3rd parties                                              467

                                                                                                                         -
                                                                                                           1,387     3,910

11. Operating loss

Operating loss for the year is stated after accounting for the following:

Operating lease charges
       · Premises                                                                                         2,341     2,608
       · Equipment                                                                                          536       498
                                                                                                          2,877     3,106

Loss on sale of property, plant and equipment                                                                 5        13
Impairment to properties in possession                                                                        -     3,284
Legal fees                                                                                                  864     1,686
Amortisation on intangible assets                                                                         1,683     1,671
Depreciation on property, plant and quipment                                                                282       394
Employee costs *                                                                                         22,006    16,968
  
*Included in employee expenses are the following :
     - HBD Carry to Knife Vendors in terms of Knife Sales Agreement                                       3,350         -
     - HBD Carry to Knife Vendors in terms of Knife Settlement Agreement                                  3,350         -
                
12. Finance costs                                                                                          2017      2016
 
NHFCE interest                                                                                              275       415
Finance leases                                                                                                -        15
Directors loans                                                                                             143
Bank                                                                                                          2        34
Sandown Capital borrowing                                                                                   880       880
Other loans                                                                                                 159         -
Penalties and interest on VAT                                                                               259         -
Penalties and interest on income tax                                                                        842       938
Nedbank bond interest                                                                                       685       736

                                                                                                          3,245     3,018
13. Auditors' remuneration
                                                                                                           2017      2016
Fees                                                                                                      1,313     1,721
Tax and secretarial services                                                                                  -         -
                                                                                                          1,313     1,721
14. Cash used in operations  

Loss before taxation                                                                                   (12,820)   (6,944)
Adjustments for:  
Depreciation                                                                                                282       394
Loss on disposal of property, plant and equipment                                                             5      (13)
Investment income                                                                                          (84)     (346)
Finance costs                                                                                             2,403     2,080
Fair value of contingent consideration                                                                        -   (4,095)
Non-cash finance costs (penalties and interest on income tax)                                               842       938
Amortisation of intangible assets - Non cashflow                                                          1,683     1,670
Impairment of goodwill - Non cashflow                                                                     3,397         -
Reversal of nexus liabilities - Non cashflow                                                            (2,162)
Deemed interest expense - Non cashflow                                                                      585       552
Impairment of properties in possession (refer to note 2 ) - Non cashflow                                    971     3,283
Reversal of operating lease accrual - Non cashflow                                                         (28)         5
Changes in working capital:  
Properties in possession                                                                                  1,422     1,439
Trade and other receivables                                                                               4,204     3,853
Trade and other payables                                                                                  3,824       736
Deferred income                                                                                               -     (474)
Other financial assets  
                                                                                                            312       412
                                                                                                          4,836     3,490

15. Events after the reporting period

Non-adjusting events

Elite Transaction

In June 2016, Afdawn and Dzothe Finance Solutions ("Dzothe Fin")entered into an revised agreement whereby Afdawn
will sell 100% of equity and certain shareholder claim of Elite , PTF1 and PTF2 to Dzothe Fin for a consideration of
R20million. African Dawn shareholders approved the Elite transaction in October 2016 . Dzothe paid the R2million deposit
but failed to make payment of R10million on Closing Date of transaction and Dzothe was in breach . Afdawn notified Dzothe
to remedy breach and after further negotiation Afdawn decided to cancel the transaction on 12 May 2017 in terms of the
agreement. Afdawn reserve it rights to claim and recover damages.

Disposal of properties in possession by Candlestick
A sales agreement was entered on 8 April 2016, in terms of which the property will be sold for R32 500 000. The group
expects to realize R8 373 000 from the sale. The property was transferred on the 10 May 2017 and Candlestick has
received their portion of the proceeds and the Nedbank bond , PTF3 and the Blue Dot Liquidator were settled in full.

16. Segment report

The segment information has been prepared in accordance with IFRS 8 - Operating Segments which defines the
requirements for the disclosure of financial information of an entity's operating segments. IFRS 8 requires
segmentation based on the group's internal organisation and reporting of revenue and operating income based upon
internal accounting methods.

The group discloses its operating segments according to the components regularly reviewed by the chief operating
decision-makers, being the executive directors. These amounts have been reconciled to the consolidated financial
statements. The measures reported by the group are in accordance with the accounting policies adopted for preparing
and presenting the consolidated financial statements. Segment revenue excludes value added taxation and includes
inter- segment revenue which is R2,642 million (2016: 2,642 million). Net revenue represents segment revenue from
which intersegment revenue has been eliminated. Sales between segments are made on a commercial basis. Segment
operating profit before capital items represents segment revenue less segment expenses. Segment expenses consist of
operating expenses. Depreciation, amortisation and impairments have been allocated to the segments to which they
relate.

The segment assets comprise all assets of the different segments that are employed by the segment and that are either
directly attributable to the segment, or can be allocated to the segment on a reasonable basis.

The group's reportable segments are based on the following lines of business:

             a. Investment advisory and investment management

This segment consists of the Knife Capital Group which provides investment advisory and investment management
services to entrepreneurial and innovative companies.

             b. Micro finance

This segment consists of Elite and Elite Two. These companies are involved in micro finance in the unsecured lending
industry and have a wide base of customers (mostly individuals).

             c. Rentals of properties in possession

This segment consists of a residential complex with 76 units (a mix of 2 and 3 bedrooms), that are rented out on annual
leases to individuals.

             d. Other

Other consists of the holding company together with other smaller entities not dealt with in other
segments. Segment information has been restated to comply with the segments identified above.

All the segments operate only in South Africa, largely in the Gauteng and Western Cape provinces therefore no
geographical information is provided. Similarly all non-current assets are in South Africa.

2017                                      Investment
                                        advisory and                Rentals of
                                          investment      Micro  properties in
                                          management    finance     possession      Other         Total
                                               R'000      R'000          R'000      R'000         R'000

Revenue external                              10,712     21,361          4,753        165        36,991   
Cost of sales                                    366                                                366   
Other income                                      36        787            484         80         1,387   
Investment income                                 23         29             30          1            84   
Finance costs                                      -      1,434            685      1,126         3,245   
Operating expenses                            12,581     21,504          4 934     10 814        49 833  
Impairment trade and other receivables           261      1,344           (68)        130         1,667   
Bad debts actually written off                     -      2,641            133          -         2,774   
Impairment of goodwill                           450          -              -      2,947         3,397   
Deemed interest                                    -          -              -        585           585   
Impairment to property in possession               -          -            971          -           971   
Depreciation and amortisation                     53        527              4      1,380         1,964   
Reduction on liability to Nexus liquidator         -      2,162              -          -         2,162   
Profit/(loss) before taxation                (2,176)      1,402          (352)   (11,694)      (12,820)   
Taxation                                       (455)          -            193      (370)         (632)   
Other comprehensive income                         -          -              -          -             -   
Total comprehensive                          (1,721)      1,402          (545)   (11,324)      (12,188)   
Segment total assets                           1,766     23,665         16,902     16 452        58 785   
Segment total liabilities                      1,581     11,692          8,334     26,865        48,472   
Intangible assets acquired                        30        274              -          -           304   
Goodwill                                           -          -              -      4,679         4,679   
Property, plant and equipment acquired             -         44              -          -            44   
  
2016                                      Investment                Rentals of
                                        advisory and                properties
                                          investment      Micro             in      
                                          management    finance     possession      Other         Total
                                               R'000      R'000          R'000      R'000         R'000
         
Revenue                                        8,641     24,348          5,315      (975)        37,329   
Cost of sales                                    984          -              -      (145)           839   
Other income                                     (8)        922              6      2,990         3,910   
Investment income                                 81          1              2        262           346   
Finance costs                                      -      2,013            736        251         3,018   
Operating expenses                             8,166     22,342          6,596      5,732        42,836   
Impairment trade and other receivables             -      1,317            589          -         1,906   
Bad debts actually written off                     -      2,168            293     44,145        46,606   
Fair value adjustments                             -          -              -          -             -   
Deemed interest expense                            -        460              -         92           552   
Impairment of property in possession               -          -          3,284          -         3,284   
Depreciation and amortisation                     39        648              2      1,376         2,065   
Profit/(loss) before taxation                  (435)      1,617        (2,010)    (6,116)       (6,944)   
Taxation                                       (102)       (62)            499      (369)          (34)   
Other comprehensive income                         -          -              -          -             -   
Total comprehensive                            (333)      1,679        (2,509)    (5,747)       (6,910)   
Segment total assets                           3,340     28,480         17,512     22,704        72,036   
Segment total liabilities                      1,434     40,911         21,306   (14,116)        49,535   
Intangible assets acquired                       299         47              -          -           346   
Goodwill                                           -          -              -      8,076         8,076   
Property, plant and equipment acquired            55        505             10          -           570

17. Loss per share

Basic and diluted loss per share

Basic loss per share and diluted loss per share are calculated by dividing the loss attributable to equity holders of the
company by the weighted average number of ordinary shares in issue during the year excluding ordinary shares held as
treasury shares (refer to note 5).

Basic and diluted loss per share                                                                2017                2016
From continuing operations (c per share)                                                      (55.6)              (31.5)
                                                                                              (55.6)              (31.5)
Reconciliation of loss for the year to basic loss
Loss from continuing operations                                                             (12,188)             (6,910)
Basic loss                                                                                  (12,188)             (6,910)

Reconciliation of weighted average number of ordinary shares used for basic and diluted loss per share and headline and
diluted headline loss per share

Number of ordinary shares in issue                                                           877,002             877,002
Adjusted for:                                                                              (855,077)                   -
Restatement of prior year                                                                                      (855,077)
Other movement                                                                                     -                   -
Weighted average number of shares used for loss and headline loss per share                   21,925              21,925

Headline loss and diluted headline loss per share

Headline loss per share continued (c)                                                         (40.1)              (31.6)
                                                                                              (40.1)              (31.6)

                                                                                                       2017
                                                                                               Gross                 Net
Loss from operations                                                                                            (12,188)
Loss on disposal of property, plant and equipment                                                  5                   4
Impairment of goodwill                                                                         3,397               3,397
Headline loss from operations                                                                                    (8,787)

                                                                                                       2016
                                                                                               Gross                 Net
Loss from operations                                                                                             (6,910)
Profit on disposal of property, plant and equipment                                             (13)                 (9)
                                                                                                                 (6,916)

18. Change in directors

Directors            Office                    Designation             Changes
WJ Groenewald        Chief Executive Officer   Executive
                     (CEO) and acting
                     Chairperson            
V Lessing                                      Independent non-
                                               executive
HH Hickey            Chair audit committee     Independent non-
                                               executive
SM Roper                                       Independent non-
                                               executive
Graham Hope          Chief Financial Officer   Executive              
                       (CFO)

Administration
Registered office                                             Company secretary
202 Waterfront Terraces                                       A Rich(on behalf of Statucor Proprietary Limited)
Waterfront Road Auditors
Tygervalley Waterfront Grant Thornton
7530                                                          Designated Advisor
                                                              Tel: +27 (12) 914 5566 PSG Capital
Transfer secretaries
Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Bierman Avenue, Rosebank, Johannesburg, 2196

Date 31 May 2017
Date: 31/05/2017 05:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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