MRI - Mine Restoration Investments Limited - Abridged Audited Results For The Year Ended 28 February 2017 And 2016 And Notice Of Annual General Meeting - 14/11/2017
HOME CAREERS CONTACT US LOGIN
 
< Back to SENS


Mine Restoration Investments Limited - Abridged Audited Results For The Year Ended 28 February 2017 And 2016 And Notice Of Annual General Meeting

Release Date: 14/11/2017 17:44:00      Code(s): MRI      
Abridged Audited Results for the year ended 28 February 2017 and 2016 and notice of Annual General Meeting

Mine Restoration Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004821/06)
Share Code: MRI
ISIN Code: ZAE000164562
("MRI" or the “Company")


ABRIDGED AUDITED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2017 AND 2016
AND NOTICE OF ANNUAL GENERAL MEETING


The Board of Directors (the ”Board”) of MRI are pleased to announce
the audited annual results for the years ended 28 February 2017 and
2016.

SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                  Audited 12- Audited 12- Audited 12-
                                    months to   months to   months to
                                     February    February    February
                                         2017        2016        2015
                                        R’000       R’000       R’000

Revenue                                   187       2 643       9 110
Cost of Sales                               -     (1 192)     (3 824)
Other income                              646       1 093      33 105
Operating expenses                    (1 299)    (36 290)    (46 715)
Impairments                                 -           -
Operating loss                          (466)    (33 746)     (8 324)
Investment revenue                        567         244           -
Finance cost                          (1 088)       (428)     (5 421)
Loss before taxation                    (987)    (33 930)    (13 745)
Taxation                                  (9)       5 836       4 683
Loss for the period                     (996)    (28 094)     (9 062)
Other comprehensive income                  -           -           -
Total comprehensive loss                (996)    (28 094)     (9 062)
(Loss) attributable to:
Owners of the parent                 (1 037)     (28 003)       5 345
Non-controlling interests                 41         (91)    (14 407)
Total comprehensive loss
attributable to:
Equity holders                       (1 037)     (28 003)       5 345
Non-controlling interests                 41         (91)    (14 407)

Basic (loss)/earning per
share                                 (0.12)       (3.27)        0.74
Diluted (loss)/earning per
share                                 (0.12)       (3.27)        0.73
Weighted average number of
shares in issue (‘000)               863 053      856 846      727 14
Diluted  weighted average
number of shares in issue
(‘000)                               863 053      866 846      732 114


SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                     Audited 28     Audited 28   Audited 28
                                       February       February     February
                                           2017           2016         2015
                                          R’000          R’000        R’000
Assets
Non-Current Assets
Property, plant and equipment                   -           7       11 585
Intangible assets                               -           -       21 382
Deferred tax                                    -           9          111
                                                -          16       33 078

Current Assets
Trade and other receivables                282            352        1 350
Other financial assets                       -          9 772            -
Cash and cash equivalents                   29            434          596
                                           311         10 558        1 946
Total Assets                               311         10 574       35 024

Equity and Liabilities
Equity
Amount attributable to equity          (4 199)        (3 162)       25 304
holders
Non-Controlling Interest                  (64)          (105)        (973)
                                       (4 263)        (3 267)       24 331

Liabilities
Non-Current Liabilities
Deferred tax                                    -           -        6 036
                                                -           -        6 036

Current Liabilities
Other financial liabilities              3 324          1 174        3 260
Trade and other payables                 1 250         12 667          553
Deferred income                              -              -          844
                                         4 574         13 841        4 657
Total Equity and Liabilities               311         10 574       35 024


SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                        Share       Reverse   Capital   Reserve for   Equity due   Retained         Amount          Non-     Total
                      capital   Acquisition   Reserve       capital    to change   earnings   attributable   Controlling    equity
                                   Reserves                   based           in                 to Equity      Interest
                                                           payments    ownership                   Holders
                       R’000         R’000     R’000          R’000                  R’000           R’000        R’000      R’000
Balance at 28
February  2014
(restated)            66 2674            -     5 000                          -    (68 624)         2 643        13 434     16 077
Total
comprehensive                                                                 -
loss  for  the
period                      -            -         -             -                   5 345          5 345      (14 407)    (9 062)
Issue of shares        16 757            -         -             -            -          -         16 757             -      1 996
Share  based                                                           -
payment                    -             -         -           559                                    559                      559
Balance at 28
February 2015
(restated)            83 024             -     5 000           559            -    (63 279)        25 304         (973)     24 331
Total
comprehensive                                                                 -
loss for the
period                      -            -         -             -                 (28 003)      (28 003)          (91)    (28 094)
Issue of shares         1 996            -         -             -            -           -         1 996             -      1 996
Purchase of
additional
shareholding in
subsidiary                                                              (2 459)          -        (2 459)           959    (1 500)
Balance at 29
February 2016          85 020            -     5 000           559      (2 459)    (91 282)       (3 162)         (105)    (3 267)
Total
comprehensive
loss for the
period                     -             -         -             -                 (1 037)        (1 037)            41      (996)
Share-based
payment charges
reversed                   -             -         -         (559)                     559            559             -        559
Balance at 28
February 2017          85 020            -     5 000             -      (2 459)    (91 760)       (3 640)          (64)    (4 263)
     

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS

                                            Audited      Audited     Audited
                                          12-months    12-months   12-months
                                                 to           to          to
                                           February     February    February
                                               2017         2016        2015
                                              R’000        R’000       R’000
     Cash flows from operating
     activities                               (834)     (3 543)     (4 902)
     Cash flows from investing
     activities                               9 772     (8 801)       (396)
     Cash flows from financing
     activities                             (9 343)      12 182       2 909

     Total cash movement for the
     period                                   (405)       (162)     (2 389)
     Cash and cash equivalents at the
     beginning of the period                    434         596       2 985
     Cash and cash equivalents at end
     of the period                               29         434         596


     COMMENTARY

1.   BASIS OF PREPARATION

     These 2016 and 2017 results have been prepared in accordance with the
     JSE Limited’s Listings Requirements (“Listings Requirements”), the
     Companies Act of 2008, the presentation and disclosure requirements
     of IAS34: Interim Financial Reporting and the framework, recognition
     and measurement principles of International Financial Reporting
     Standards (“IFRS”) and the SAICA Financial Reporting Guides as issued
     by the Accounting Practices Committee and Financial Pronouncements
     as issued by the Financial Reporting Standards Committee.

     These summarised financial results have been extracted from audited
     information, but are not themselves audited. The audited annual
     financial statements and the unmodified audit report provided by
     Grant Thornton are available for inspection at the Company’s
     registered office. The directors take full responsibility for the
     preparation of this abridged report and that the financial
     information has been correctly extracted from the underlying annual
     financial statements.

     The financial results were prepared under the supervision of the
     Financial Director, Norman Preston.

2.   ACCOUNTING POLICIES

     The accounting policies applied in the preparation of these
     consolidated annual financial results are in terms of IFRS and are
     consistent with those in the preparation of the annual financial
     results of the Company for the year ended 28 February 2015.

3.   FINANCIAL RESULTS AND FUTURE PROSPECTS

     After closing down the coal operation, the Company focused on
     eliminating all corporate costs and maintaining the Company as a
     cash shell. The Board is continuing its discussions regarding the
     proposed re-capitalisation of the Company, the terms of which will
     be announced as soon as these have been agreed. Creditors
     subordinated their claims and provided support in order to maintain
     the Company's solvency and liquidity and going concern.

4.   HEADLINE LOSS PER SHARE (“HLPS”)

     Reconciliation of losses to headline losses attributable to equity
     holders of the parent:

                                        Audited        Audited        Audited
                                        12-months to   12-months to   12-months to
                                        February       February       February
                                        2017           2016           2015
     (Loss)/earnings per share
     (cents)                                  (0.12)         (3.27)           0.74
     Diluted (loss)/earnings per
     share (cents)                            (0.12)         (3.23)           0.73
     Headline (loss)/earnings per
     share (cents)                            (0.12)         (0.60)           2.27
     Diluted headline
     (loss)/earnings per share                (0.12)         (0.59)           2.25

     HLPS Calculation
     (Loss)/profit for the period            (1 037)       (28 003)          5 345

     Impairment of property, plant
     and equipment                                           21 382         10 708
     Deferred tax on property,
     plant and equipment                           -         10 376          3 123
     impairment
                                                   -        (2 905)              -
     Deferred tax on intangible
     asset impairment                              -        (5 987)        (2 703)

     Headline (loss)/earnings                (1 037)        (5 139)         16 473

     Weighted average number of
     shares in issue (‘000)                  863 053        856 846        727 114
     Actual number of shares in
     issue (‘000)                            863 053        863 043        833 624

     Shares issued in respect of share options in 2017: nil, 2016: 10 000
     (2015: 5 000).


5.   CHANGES IN SHARE CAPITAL

       - A general issue of 8 000 000 new MRI shares for cash at an issue
         price of R0.062 per share to raise required capital.
       - A specific issue 10 714 285 new MRI shares to Green Bird at an
         issue price of R0.07 per share as consideration for their
         shareholding in Octavovox.
       - A specific issue 10 714 285 new MRI shares to Circle Way at an
         issue price of R0.07 per share as consideration for their
         shareholding in Octavovox.

6.   EVENTS AFTER THE END OF THE REPORTING PERIOD

     In November 2016, management arranged for Growth Equities to acquire
     Stellar Capital Partners Limited’s equity stake and loan account, and
     to provide additional working capital to pay creditors. The Company
     focused on consummating the IMBS transaction which had been
     contemplated a year earlier. In early 2017, management persuaded an
     the Gamsy Family Trust to further capitalise MRI in the form of a
     loan, which is expected to repaid from the proceeds of a proposed
     rights offer to be undertaken by MRI on the implementation of the
     IMBS transaction. Investors have subordinated their claims and
     provided support in order to maintain the Company’s solvency and going
     concern.


7.   CHANGES TO THE BOARD

     Since the prior reporting period, the following changes to the Board
     have taken place:

       -   Mr LAlbinski resigned as a Non-Executive Director on 3 May 2016;
       -   Witheffect from 7 September 2017;
              oMr MJ Miller was appointed as Chief Executive;
              oMr A Collins was appointed as an Independent Non-Executive
               Director; and
             o Mr R Tait was appointed as non-executive chairman.


8.   GOING CONCERN

     The directors believe that the Company has adequate financial
     resources to continue in operation for the foreseeable future and
     accordingly the audited consolidated financial statements have been
     prepared on a going concern basis. The directors have satisfied
     themselves that the Company is in a position to continue as a going
     concern and that it has access to sufficient borrowing facilities
     to meet its foreseeable cash requirements. The directors are not
     aware of any new material changes that may adversely impact the
     company. The Company is in breach of the JSE regulations and of the
     Companies Act, for failure to produce annual financial statements
     of all companies within 6 months of year end, and to hold an annual
     general meeting.

     The Gamsy Family Trust was identified as a potential investor in
     MRI, and post 28 February 2017, the Trust provided a working
     capital facility to fund operating and transaction costs. Both the
     Gamsy Family Trust and Growth Equities loans were subordinated to
     maintain the solvency of the Company.

     We draw attention to the fact that at 28 February 2017, the group
     had accumulated losses of R 91,7 million and that the group's total
     liabilities exceed its assets by R 4,2 million. There is still
     material uncertainty whether the group can continue as a going
     concern as the group currently has no operations and is dependent
     on the The Gamsy Family Trust financing to settle its other
     creditors as they become due and payable in the ordinary cause of
     its business.

8.   DIVIDENDS

     No dividend was declared for the year ended 28 February 2017 or 28
     February 2016 (2015: Nil).

9.   DISTRIBUTION OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING

     Shareholders are advised that the Company’s Annual Report in respect
     of the year ended 28 February 2017 was distributed to shareholders
     today    and    is    available    on    the    Company’s    website
     (www.minerestoration.co.za)

     Notice is hereby given that the annual general meeting of shareholders
     of the Company (“AGM”) will be held in the boardroom of the Unit 21,
     Waterford Office Park, Waterford Drive, Fourways, on Tuesday, 12
     December 2017 at noon (14h00) to transact the business as set out in
     the notice. The salient dates relevant to the AGM are set out below:


                                                                      2017
      Record  date  for   determining those             Friday, 3 November
      shareholders entitled to receive the
      notice of AGM
 
      Last day to trade in order to be eligible
      to participate in, and vote at the AGM          Tuesday, 28 November
 
      Record date (for voting purposes at the           Friday, 1 December
      AGM)



14 November 2017
Johannesburg

R Tait                       MJ Miller
Non-executive Chairman       Chief Executive Officer


CORPORATE INFORMATION

Postal address: PO Box 1823, Bedfordview, 2008

Registered and Physical address: 1St Floor St James Office Park,
76 Concorde Road East, Bedfordview, Gauteng, 2008

Tel no:+27 (0) 11 036 3100
Fax no:+27 (0) 86 654 6818
Web: www.minerestoration.co.za

Board of Directors: Q George*, C Roed*, R Tait# (Chairman),
Caddy*, N Preston (FD), M Miller (CEO), A Collins*.
(#Non-Executive, * Independent Non-Executive)

Company Secretary: Neil Esterhuysen & Associates Inc

Transfer Secretaries: Computershare Investor Services (Pty)
Limited, 2nd Floor, Rosebank Towers, 15 Biermann Avenue,
Rosebank, 2196, PO Box 61051, Marshalltown 2107

Auditor: Grant Thornton Johannesburg Partnership

14 November 2017
Designated Adviser: Questco Corporate Advisory Proprietary Limited

Date: 14/11/2017 05:44:00 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.

Email this JSE Sens Item to a Friend.
Social Media
Like Sharenet on Facebook          Follow Sharenet on Twitter
Send e-mail to for any enquiries or see Contact Details for phone numbers
Home   •   Terms & conditions   •   PAIA   •   Privacy Policy   •   Security Notice   •   Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.
© 2017 SHARENET (PTY) Ltd, Cape Town, South Africa