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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').
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