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Unaudited condensed consolidated interim half year results for the six months ended 31 August 2017
RH Bophelo Limited
Incorporated in the Republic of South Africa
(Registration number: 2016/533398/06)
JSE share code: RHB, ISIN: ZAE000244737
("RHB" or "the Company")
UNAUDITED CONDENSED CONSLIDATED INTERIM HALF YEAR RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2017
INTRODUCTION
The board of directors ("the Board") of the Company is pleased to present the results for the six
months ended 31 August 2017.
RHB was incorporated on 13 December 2016 and successfully listed as a Special Purpose Acquisition
Company ("SPAC") on the Johannesburg Stock Exchange ("JSE") on 12 July 2017, raising R500 000 000
through the issue of 50 000 000 "A" ordinary shares at R10 a share.
The purpose of RHB whilst it is a SPAC is to pursue the acquisition of viable healthcare assets.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 AUGUST 2017
Aug-17 Aug-17 Feb-17
Group Company Company
R R R
Administrative and other operating expenditure (965 911) (954 511) -
Finance income 6 606 885 6 606 885 -
Profit before taxation 5 640 974 5 652 374 -
Taxation - - -
Income for period 5 640 974 5 652 374 -
Other comprehensive income - - -
Total comprehensive income for the period 5 640 974 5 652 374 -
Earnings per share (cents)
Basic earnings per share (cents) 0,407 0,408 -
WANOS 13 858 696 13 858 696 -
Note: There are no dilutive instruments in issue
CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 31 AUGUST 2017
Aug-17 Aug-17 Feb-17
Group Company Company
R R R
ASSETS
Current assets
Cash and cash equivalents 493 841 039 493 841 039 1
Total assets 493 841 039 493 841 039 1
EQUITY AND LIABILITIES
Share capital 487 577 373 487 577 373 1
Retained income 5 640 974 5 652 374 -
Total equity 493 218 347 493 229 747 1
Other payables 622 692 611 292 -
Current liabilities
Total equity and liabilities 493 841 039 493 841 039 1
Number of shares in issue 50 000 000 50 000 000 1
Net Asset Value per share (R) 9,86 9,86 1
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 AUGUST 2017
Retained Total
Group Share capital earnings equity
R R R
Issue of share capital 1 - 1
-
Balance as at 28 February 2017 1 - 1
Shares issued 500 000 000 - 500 000 000
Transactional costs (12 422 628) (12 422 628)
Total comprehensive profit for the
period - 5 640 974 5 640 974
Balance at 31 August 2017 487 577 373 5 640 974 493 218 347
Company
Issue of share capital 1 - 1
-
Balance as at 28 February 2017 1 - 1
Shares issued 500 000 000 - 500 000 000
Transactional costs (12 422 628) (12 422 628)
Total comprehensive profit for the
period - 5 652 374 5 652 374
Balance at 31 August 2017 487 577 373 5 652 374 493 229 747
CONDENSED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 AUGUST 2017
Aug-17 Aug-17 Feb-17
Group Company Company
R R R
Cash generated from operating activities 5 640 974 5 652 374 -
Changes in working capital
Increase in payables 622 692 611 292 -
Net cash inflow from operating activities 6 263 666 6 263 666 -
Cash flow from financing activities
Proceeds on share issue 487 577 372 487 577 372 1
Net cash inflow from financing activities 487 577 372 487 577 372 1
Net movement in cash and cash
equivalents 493 841 038 493 841 038 1
Cash and cash equivalents at beginning of
the period 1 1 -
Cash and cash equivalents at the end of
the period 493 841 039 493 841 039 1
SEGMENTAL REPORTING
The Board has considered the implications of IFRS 8: Operating segments and are of the opinion
that the current operations of the Company constitute one operating segment.
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
Basic and Headlines earnings per share
From continuing operations (cents per share)
Basic earnings per share was based on profit after tax of R5 640 974 (Company: R5 652 374) and weighted
average number of ordinary shares of 13 858 696 issued and subscribed on 12 July 2017.
At reporting date RHB had not concluded a viable asset acquisition, therefore the income earned in the
current year is not indicative of the Company's prospects.
Group Company
Headline earnings per share (cents) 0,407 0,408
Reconciliation between earnings and headline earnings
Earnings and headline earnings (R) 5 640 974 5 652 374
RELATED PARTIES
RH Bophelo Management Company Proprietary Limited provides Management Services to RHB. RH
Managers Proprietary Limited owns 30% of RH Bophelo Management Company Proprietary Limited, therefore
has significant influence on the affairs and operations of RHB. Some of the directors of RH Bophelo
Management Company Proprietary Limited and RH Managers Proprietary Limited are also executive directors
of RHB.
COMPARATIVE INFORMATION
The Company was incorporated on 13 December 2016. Accordingly, the comparative information for the prior
financial year has been enclosed.
BASIS OF PREPARATION
The interim results have been prepared in accordance with the framework concepts and the 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 presented in accordance with the minimum content, including
disclosures, prescribed by IAS 34: Interim Financial Reporting applied to year-end reporting, the Companies
Act of South Africa, and the JSE Limited's Listings Requirements ("Listings Requirements").
These condensed financial results have been extracted from the interim financial statements of RHB which
have been prepared under the supervision of the Financial Director, Dion Mhlaba CA(SA). These condensed
annual financial results and any forward-looking statements in this announcement have not themselves been
audited nor reviewed by the auditors. The Board takes full responsibility for the preparation of this report and
ensuring that the financial information has been correctly prepared.
ACCOUNTING POLICIES
The accounting policies applied in the preparation of these interim results for the six months ended 31 August
2017 are in terms of IFRS and will be consistent with those applied in the preparation of the annual financial.
FINANCIAL OVERVIEW
Financial Performance
The key financial results reflected in these inaugural interim financial results are:
- RHB recorded an operating group profit of R5 640 974 (Company: R5 652 374) for its first period of
operation, comprised almost entirely of costs associated with the listing of the Company on the JSE and
interests earned from the funds raised. In keeping with the JSE's Listings Requirements governing SPAC's,
the Company was precluded from commercial trading until such time that its listing was approved and
achieved.
- Basic earnings per share and headline earnings per share amounted 0,408 cents respectively. The
reported net income should be viewed in the context of the following:
- RHB listed on the JSE on 12 July 2017, and did not engage in any commercial trade prior to listing;
- Apart from the 50 000 000 shares issued in preparation of the listing, no other shares were issued;
- The subscription amount of R500 million less all permissible expenses is kept at the escrow account
until the company has been declassified as a SPAC;
- The expenses reported for this period is therefore comprised of permissible expenses incurred to
advance and achieve RHB's JSE listing, and operational expenses of R12 422 628 and R965 912
respectively;
- The Company had no taxable income; and
- RHB has not as yet acquired a viable asset and therefore any income earned is not indicative of the
Company's future prospects.
Before listing, the Board made it known to the market that the Company was seeking the acquisition of a viable
asset in the Healthcare industry. Since the listing, management has been diligently reviewing various potential
acquisition opportunities and is continuously engaging with potential vendors on propositions that could satisfy
the Company's vision and values. The Company has sufficient resources to make a significant investment, using
cash, equity and debt, or any combination thereof as deemed appropriate by management and the Board.
The JSE Listings Requirements entitle the shareholders of RHB to approve the acquisition of a viable assets.
Accordingly, shareholders of RHB will be informed of any proposed acquisition, and their approval will be duly
sought as and when the Company is in the position to do so.
The funds raised through listing are mainly held in escrow with Rand Merchant Bank (a division of First Rand
bank) and yielded an interest return for the period under review of R6 606 885.
SUBSEQUENT EVENTS
There are no subsequent events.
GOING CONCERN
The Board has undertaken a detailed review of the going concern capability of the Company with reference to
certain assumptions and plans underlying various internal cash flow forecasts.
The Board has not identified any events or conditions that individually or collectively cast significant doubt
on the ability of the Company to continue as a going concern.
DIVIDENDS
No dividend has been declared during the period under review.
On behalf of the Board
Quinton Zunga
CEO
Johannesburg
21 November 2017
Registered Office Transfer Secretaries
3rd floor, 18 Melrose Boulevard Computershare Investor Services Proprietary Limited
Melrose Arch, Melrose North (Registration number 2004/003647/07)
Johannesburg, 2076 Rosebank Towers,
South Africa 15 Biermann Ave, Rosebank,
Johannesburg, 2196
Directors South Africa
Q Zunga (Chief executive officer)
KD Mhlaba (Chief financial officer)
VP Nomvalo (Executive director)
MP Mehlape (Chief operating officer)
Dr. SG Motuba (Lead independent non-executive Sponsor
Director) Deloitte & Touche Sponsor Services Proprietary
Dr. KR Ntshwana (Independent non-executive Director) Limited
JR Oliphant (Non-executive chairman) (Registration number 1996/000034/07)
Dr. PD Sekete (Non-executive Director) The Woodlands, Woodlands Drive
Woodmead, Sandton
Company Secretary Johannesburg, 2196
Corporate Vision Consulting Proprietary Limited South Africa
(Registration number 2015/006536/07)
3 Decotah, Canart Street, Kyalami Hills
Johannesburg, 1684
South Africa
Date: 21/11/2017 05:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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