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AFRICAN DAWN CAPITAL LIMITED - Unaudited Consolidated Statements for the six months ended 31 August 2018

Release Date: 30/11/2018 14:00
Code(s): ADW     PDF:  
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Unaudited Consolidated Statements for the six months ended 31 August 2018

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

Unaudited Consolidated Statements for the six months ended 31 August 2018

Consolidated Statements of Financial Position as at 31 August 2018
                                                                        31 August 2018      31 August 2017    28 February 2018
                                                                                 R'000               R'000               R'000
                                                                           (Unaudited)         (Unaudited/           (Audited)
                                                                                                restated*)
Assets
Non-Current Assets 
Property, plant and equipment                                                      354                 524                 400
Goodwill                                                                             -               4 195                   -
Intangible assets                                                                  540               2 317                 921
Deferred tax                                                                        26                 700                  26
                                                                                   920               7 736               1 347
Current Assets
Trade and other receivables                                                     20 025              26 723              22 851
Cash and cash equivalents                                                          682                 920                 429
                                                                                20 707              27 643              23 280

Total Assets                                                                    21 627              35 379              24 627

Equity and Liabilities
Equity
Share capital and share premium                                                313 943             313 943             313 943
Accumulated loss                                                             (310 586)           (307 540)           (305 825)
Non-controlling interest                                                             -                (67)               (114)
                                                                                 3 357               6 336               8 004
Liabilities

Non-Current Liabilities
Deferred tax                                                                         -                 371                   -
Borrowings                                                                       3 081               5 131               4 031
                                                                                 3 081               5 502               4 031
Current Liabilities
Current tax payable                                                              2 247              16 291               5 705
Borrowings                                                                       6 399               4 207               4 259
Loans from directors                                                             3 257                   -                 685
Operating lease liability                                                           62                   -                  62
Trade and other payables                                                         3 224               3 043               1 881
                                                                                15 189              23 541              12 592

Total Liabilities                                                               18 270              29 043              16 623
Total Equity and Liabilities                                                    21 627              35 379              24 627

*   Refer to note 15 for details on the restatement.

Consolidated statement of Profit or Loss and other comprehensive Income for the six months ended 31 August 2018

                                                                        31 August 2018      31 August 2017    28 February 2018
                                                                                                     R'000
                                                                                 R'000         (Unaudited/               R'000
                                                                           (Unaudited)          Restated*)           (Audited)
Continuing operations
Revenue                                                                          7 881              10 942              17 409
Cost of sales                                                                     (77)                (38)               (116)
Gross profit                                                                     7 804              10 904              17 293
Other income                                                                       238                  38               1 599
Operating expenses                                                            (12 077)            (12 677)            (31 348)
Operating loss                                                                 (4 035)             (1 735)            (12 456)
Investment income                                                                    1                   -                  27
Deemed interest expense                                                              -                   -                 433
Gain on SARS settlement                                                              -                   -              11 809
Gain on reversal of SME Snapshot transaction - note 7                              419                   -               
Impairment of goodwill on acquisition SME Snapshot                                                   (211)                   - 
Amortisation to intangible assets                                                    -               (229)                   -
Finance costs                                                                    (727)               (657)             (1 114)
Loss before taxation                                                           (4 342)             (2 832)             (1 301)
Taxation                                                                             -                 387                   4
Loss for the year from continuing operations                                   (4 342)             (2 445)             (1 297)
Loss from discontinued operations - note 14                                          -             (1 884)             (1 364)
Total comprehensive loss                                                       (4 342)             (4 329)             (2 661)

Loss attributable to:
Owners of the parent:                                                          (4 295)             (4 262)             (2 614)
Outside shareholders share of income                                              (47)                (67)                (47)

Basic loss per share (c)                                                        (19.8)              (19.8)              (12.1)
Headline loss per share (c)                                                     (19.8)              (16.6)               (7.9)

*   Refer to note 15 for details on the restatement.

Consolidated Statements of Changes in Equity for the six months ended 31 August 2018 

                                                        Share      Share    Retained       Ordinary          Non  Total Equity
                                                      Capital    Premium    Earnings   Shareholders  controlling
                                                                                             Equity     interest
                                                        R'000      R'000       R'000          R'000        R'000         R'000

Balance at 28 February 2017                             8 803    305 140   (303 630)         10 313            -        10 313
Change in holding (note 7)                                  -          -         419            419         (67)           352
Total comprehensive loss for the
six months 31 Aug 2017 (restated*)                          -          -     (4 329)        (4 329)            -       (4 329)
Balance at 31 August 2017                               8 803    305 140   (307 540)          6 403         (67)         6 336

Total comprehensive profit for the six
months Sep 2017 to Feb 2018                                 -          -       1 715          1 715         (47)         1 668
Balance at 28 February 2018                             8 803    305 140   (305 825)          8 118        (114)         8 004
Revesal of change in holding (note 7)                       -          -       (419)          (419)           67         (352)
Total comprehensive loss for the
six months 31 Aug 2018                                      -          -     (4 342)        (4 342)           47       (4 295)
Balance at 31 August 2018                               8 803    305 140   (310 586)          3 357            -         3 357

Consolidated Statements of Cash Flows for the six months ended 31 August 2018

                                                                                       

                                                                        Note       Six months        Six months     Year ended
                                                                               31 August 2018    31 August 2017    28 February
                                                                                                                          2018

                                                                                        R'000             R'000          R'000
                                                                                  (Unaudited)       (Unaudited/      (Audited)
                                                                                                     restated*)
Cash flows from operating activities

Cash generated from operations                                            12              616             7 742          6 837
Interest income - continued                                                                 1                 -             27
Interest income - discontinued                                            14                -                 4              5
Finance costs - continued                                                               (664)             (657)        (1 114)
Finance costs - discontinued                                              14                -             (169)          (169)
Tax (paid)                                                                            (3 458)                 -        (3 010)
Net cash from operating activities                                                    (3 505)             6 920          2 576

Cash flows from investing activities
Purchase of property, plant and equipment - continued                                       -               (7)           (17) 
Purchase of intangible assets                                                               -                 -          (344)
Sale of subsidiary net of cash - discontinued                              8              (4)                 -          3 570
Proceeds on sale of equity controlled instrument - discontinued                             -                 -          1 000

Net cash from investing activities                                                        (4)               (7)          4 209

Cash flows from financing activities
Borrowings (repaid) - continued                                                         1 190             (289)        (1 337)
Borrowings (repaid) - discontinued                                                          -           (6 164)        (6 164)
Advance/(repayment) of directors' loans                                                 2 572           (1 523)          (838)
Net cash from financing activities                                                      3 762           (7 976)        (8 339)

Total cash movement for the year                                                          253           (1 063)        (1 554)
Cash at the beginning of the year                                                         429             1 983          1 983
Total cash at end of the year                                                             682               920            429

*   Refer to note 15 for details on the restatement.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.  Reporting entity

    African Dawn Capital Limited is domiciled in the Republic of South Africa. The unaudited consolidated interim financial
    statements for the six months ended 31 August 2018 comprise the results of the Company and its subsidiaries 
    ("the Group") and the Group's interests in associates.

2.  Basis of preparation

    The consolidated interim financial statements have been prepared using the historical cost convention, as modified for
    certain items measured at fair value.

    The consolidated interim financial statements have been prepared in accordance with:
      -  International Financial Reporting Standards (IFRS);
      -  IAS 34 - Interim Financial Reporting;
      -  The requirements of the South African Companies Act (Act No 71 of 2008), as amended,
      -  The JSE Listings Requirements;
      -  The SAICA Financial Reporting Guides as issued by the Accounting Practices Committee; and
      -  The Financial Pronouncements as issued by Financial Reporting Standards Council.

    These consolidated interim financial statements have not been audited or reviewed by the company's auditors.

    These consolidated interim financial statements should be read in conjunction with the annual financial statements for
    the year ended 28 February 2018.

3.  Approval

    The consolidated interim financial statements were prepared by Dylan Kohler Professional Accountant (SA) and
    supervised by the chief financial officer, G Hope CA (SA). They were approved by the Board on 30 November 2018.

4.  Significant accounting policies

    The accounting policies adopted in the preparation of the consolidated interim financial information are consistent with
    those applied in the consolidated annual financial statements for the year ended 28 February 2018. For a full list of
    standards and interpretations, which have and have not been adopted, refer to the 28 February 2018 consolidated
    annual financial statements.

5.  Significant judgements and accounting estimates

    The preparation of financial statements requires management to make judgements, estimates and assumptions that
    affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense.
    Actual results may differ from these estimates.

    Except as described below, in preparing these consolidated financial statements, the significant judgements made by
    management in applying the Group`s accounting policies and the key sources of estimation certainty were the same as
    those that applied in the consolidated financial statements for the year ended 28 February 2018 (refer to note 1.18 of
    the consolidated annual financial statements for the year ended 28 February 2018):

6.  Significant transactions

    The acquisition of SME Snapshot Proprietary Limited ("SME Snapshot") was reversed by mutual agreement between the parties. 
    SME Snapshot required more development funds to become a viable product. After the SARS Settlement in December 2017 the 
    Group was not in position to fund both the development of YueDiligence Proprietary Limited ("YueDiligence") and SME Snapshot, 
    while repaying SARS.
     
    Shareholders were advised by SENS on 22 May 2018, that Afdawn and YueDiligence entered in to a sale and settlement agreement  
    with Phezulu Group CC ("Phezulu") and Tyronne Nel, in terms of which the parties agree to unwind the SME Snapshot Transaction, 
    as defined below, through the disposal by Phezulu of all its YueDiligence shares to YueDiligence and the disposal by YueDiligince 
    of all its SME Snapshot equity and claims to Phezulu ("the Disposal"). SME Snapshot will repay a R300 000 loan ("SME Snapshot Loan") 
    from Afdawn over a 5-month period. 

    As a result of the Disposal, YueDiligence will not be required to provide more development capital to SME Sanpshot or  
    roll out the product offering of SME Snapshot. Afdawn will utilise proceeds of the SME Snapshot Loan to repay SARS.  
    YueDiligence will focus solely on the roll out of its interactive web-based Gap Analysis Tool.

7.  Business combinations 

    Acquisition of SME Snapshot
    
    In July 2017 the Group acquired 100% of the equity and shareholders claims in SME Snapshot through the issue of shares in 
    subsidiary YueDiligence ("the SME Snapshot Transaction"). In terms of the SME Snapshot Transaction 18 new YueDiligence shares 
    with a par value of R1 each were issued to Phezulu, which is 15% of the equity control of YueDiligence 
    to acquire control of SME Snapshot. The acquisition is summarized below:
    
    Acquisition of SME Snapshot
    
      Fair value of net assets and liabilities acquired:
                                                                                31 Aug 2018       31 Aug 2017      28 Feb 2018
                                                                                      R'000             R'000            R'000 
    
      Intangible assets software developed at fair value                                  -               104              104
      Liabilities to owner at fair value                                                  -             (352)            (352)
      Net liability returned/(acquired)                                                   -             (248)            (248)
      Outside shareholders share of liability 15% of SME Snapshot NAV                     -                37               37
      Goodwill on acquisition                                                             -               211              211
      Cash effect of transaction                                                          -                 -                -
    
    The effect on equity can be reconciled as follows:
      Consideration at fair value (the acquisition was paid with 18 new shares
      of R1 in an existing subsidiary creating share premium)                         (352)                 -              352
      15% of Net Asset Value of YueDiligence at acquisition given up                   (30)                 -               30
      Outside shareholders share of liability 15% of SME Snapshot NAV                  (37)                 -               37
                                                                                      (419)                 -              419
8.  Disposal/Reversal of subsidiary

    During May 2018 the acquisition of SME Snapshot was agreed to be reversed and the shares in YueDiligence were cancelled. 
    The assets and liabilities were returned to Phezula (in exchange for 18 YueDiligence shares which was cancelled).
    
    Net cashflow effect of Disposal/reversal of SME Snapshot
     
    Intangible assets                                                                   242                 -                -
    Cash and cash equivalents                                                             4                 -                -
    Loan to the Phezula                                                                 469                 -                -
    Trade payables                                                                    (298)                 -                -
    Intergroup loans                                                                  (655)                 -                -
    Carrying value of assets and liabilities on disposal/reversal                     (238)                 -                -
    Outside shareholders share of assets                                              (114)                 -                -
    Equity value at acquisition reversed                                              (352)                 -                -
    Net cash effect cash given up in reversal                                             4

9.  Events after the reporting period

    Shareholders are referred to the announcement released by Afdawn on SENS on 6 August 2018 advising shareholders that Afdawn 
    entered into the subscription agreement with Arvesco, in terms of which Arvesco has agreed to subscribe for the 26 800 000 Afdawn shares, 
    which will constitute approximately 55% of the entire issued share capital of Afdawn after their issue, for cash at a  
    price of 35 cents per Afdawn share and for a total consideration of R9.38 million ("the Arvesco Transaction").
    
10. Trade receivables

    Impairment of trade and other receivables 

    The carrying amount of trade and other receivables was assessed for impairment at the interim dates and resulted in the 
    following changes:
    
    Impairment
                                                                                      31 Aug 2018   31 Aug 2017    28 Feb 2018
                                                                                            R'000         R'000          R'000
    
    Movement in impairment provision trade and other receivables                              356         (195)       (11 314)

11. Segment report

    The Group's reportable segments are unchanged from those disclosed in the consolidated annual financial statements for the
    year ended 28 February 2018. The segment report for the six-month period to 31 August 2017 included for comparative purposes.
    
    All the segments operate only in South Africa, largely in the Gauteng therefore no geographical information is provided. 
    Similarly, all non-current assets are in South Africa.

    31 Aug 2018                                                         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                                                                    119      7 762            -         -      7 881
    Cost of sales                                                               71          6            -         -         77
    Other income                                                                          140            -        98        238
    Investment income                                                            -          -            -         1          1
    Finance costs                                                                -        518            -       209        727
    Operating expenses                                                          70      9 202           46     2 759     12 077
    Impairment trade receivables                                                 -        363            -         -        363
    Bad debts written off                                                        -        886                      -        886
    Gain on reversal of SME Snapshot transaction                                 -          -            -       419        419
    Loss before taxation                                                      (22)    (1 824)         (46)   (2 450)    (4 342)
    Taxation                                                                     -          -            -         -          -
    Total comprehensive profit/(loss)                                         (22)    (1 824)         (46)   (2 450)    (4 342)
    Total assets                                                               219     16 316           51     5 041     21 627
    Total liabilities                                                           21      9 937           91     8 221     18 270
    Intangible assets                                                          152        388            -         -        540
    Property, plant and equipment                                                -        328            -        26        354
    
    31 Aug 2017 (Restated)                                              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                                                                     41      9 643            -     1 258     10 942
    Cost of sales                                                               33          5            -         -         38
    Other income                                                                 -         58            -      (20)         38
    Investment income                                                            -          -            -         -          -
    Finance costs                                                                -        594            -        63        657
    Operating expenses                                                         189      9 260            -     3 228     12 677
    Impairment/Amortisation of goodwill/intangibles                            263        177            -         -        440
    Impairment trade receivables                                                 -    (3 195)            -     3 000      (195)
    Bad debts written off                                                        -      4 505            -         -      4 505
    Profit/(loss) before taxation                                            (444)      (335)            -   (2 053)    (2 832)
    Taxation                                                                     -          4            -       383        387
    Total comprehensive profit/(loss)                                        (444)      (331)            -   (1 670)    (2 445)
    Loss from discontinued operations                                      (1 313)          -        (571)         -    (1 884)
    Total comprehensive loss                                               (1 757)      (331)        (571)   (1 670)    (4 329)
    Total assets                                                             6 621     22 969          194     5 595     35 379
    Total liabilities                                                          250     10 792          432    17 569     29 043
    Intangible assets                                                        1 727        590            -         -      2 317
    Goodwill                                                                 4 195          -            -         -      4 195
    Property, plant and equipment                                               44        428            4        48        524

12. Cash generated from operations
                                                                                     31 Aug 2018    31 Aug 2017     28 Feb 2018
                                                                                                          R'000
                                                                                           R'000       Restated           R'000
    Loss before taxation                                                               (4 342)        (4 726)         (2 846)
    Adjustments for:
    Depreciation - continued                                                                  46             69             157
    Depreciation - discontinued                                                                -             19              21
    Loss/(profit) on disposal of property, plant and equipment - discontinued                  -              -              22
    Movement in operating lease liability                                                    (1)            (5)              58
    Investment income - continued                                                              -              -            (27)
    Investment income - discontinued                                                                        (4)             (5)
    Finance costs - continued                                                                664            657           1 114
    Finance costs - discontinued                                                               -            169             169
    Loss on sale of Knife Capital                                                              -              -             426
    Profit on sale of Grindstone                                                               -              -           (209)
    Non-cash finance costs (penalties and interest on income tax)                              -             11               -
    Amortisation intangible assets - continued                                               139            229             610
    Amortisation intangible assets - discontinued                                              -          1 367             684
    Non-cash outside shareholders share of loss reversed                                      47              -               -
    Deemed interest expense - continued                                                        -              -           (433)
    Impairment of goodwill - continued                                                         -            211             211
    Impairment of goodwill - discontinued                                                      -            485             485
    Non-cash finance costs (SARS penalties and interest)                                      63              -        (11 809)
    Non-cash impairment of debtors allowance                                               1 361          2 650           8 645
    Changes in working capital:
    Properties in possession                                                                   -         15 853          15 831
    Trade and other receivables                                                              996          1 820             568
    Trade and other payables                                                               1 643        (11 063)        (6 835)
                                                                                             616           7 742          6 837
13. Related parties

    Related party relationships - other than as disclosed below, there have been no significant changes from the disclosures in the
    consolidated annual financial statements for the year ended 28 February 2018.

    Executive and non-executive directors                  As per directors' report in the consolidated annual financial statements

                                                           for the year ended 28 February 2018.

    Other key management                                   DD Breedt
                                                                                             31 August 2018     31 August 2017
                                                                                                      R'000              R'000
    Related party transactions
    
    Interest paid to directors
    WJ Groenewald                                                                                        34                  7
    G Hope                                                                                              114                 56
    
    Related party balances
    
    Balances of directors loans relating to short term cash advances @ 15% interest per annum
    WJ Groenewald                                                                                       818                  -
    G Hope                                                                                            2 439                  -
    
    Loan accounts - Owing (to)/by related parties
    Elite owes Sandown Capital Proprietary Limited                                                  (5 131)            (6 631)

14. Discontinued operations

    During the 2018 financial period management decided to restructure Knife Capital Proprietary Limited to assist with the
    Group's liquidity. The sale was concluded by 1 September 2017 as announced on SENS. The sale of the remaining 50% of Grindstone 
    was concluded in January 2018. Also included in the discontinued operations is the income relating to the rental property Greenoaks 
    which was disposed of (referred to as the Candlestick transaction). As the decision to sell and sale happened in the same period, the 
    effect on the statement of profit and loss is treated as a discontinued operation as below:

    Total discontinued operations
                                                                          31 August 2018    31 August 2017    28 February 2018
                                                                                   R'000             R'000               R'000
    Revenue                                                                            -             3 345               3 281
    Cost of sales                                                                      -              (15)                (15)
    Other income                                                                       -              (22)                   -
    Operating expenses                                                                 -           (3 145)             (3 084)
    Operating profit                                                                   -               163                 182
    Investment revenue                                                                 -                 4                   5
    Depreciation on property, plant and equipment                                      -              (19)                (21)
    Finance costs                                                                      -             (169)               (169)
    Amortisation of intangible asset                                                   -           (1 367)               (684)
    Impairment of goodwill                                                             -             (485)               (485)
    Loss before tax                                                                    -           (1 873)             (1 172)
    Tax                                                                                -              (11)                 181
    (Loss) for the year from discontinued operations                                   -           (1 884)               (991)
    Equity loss on associate discontinued                                              -                 -               (156)
    Loss on sale of Knife Capital                                                      -                 -               (426)
    Profit on sale of Grindstone                                                       -                 -                 209
    Comprehensive loss for the year from discontinued operations                       -           (1 884)             (1 364)

15. Restatement of 31 August 2017 interim results

    Group - August 2017 
 
    The interim results for 31 August 2017 have been restated as a result of the IFRS 5 Non-current assets held for sale and discontinued  
    operations requirement to restate comparative numbers for a discontinued operation identified during the 2018 financial period. 

    In addition, the 2017 interim results have been restated due to an error that was identified as part of the 28 February 2018 year-end audit. 
    The error related to the acquisition of SME Snapshot. An amount of R236 000 was reclassified from intangible assets to expenses. The resulting 
    effect of the restatement is disclosed below. The restatement did not have any impact on the 28 February 2018 results that were reported, and 
    only impacted the restatement of the 31 August 2017 comparative numbers.
    
    Consolidated statement of financial position at 31 August 2017
                                                                               Originally stated       Restatement  Now stated
                                                                                           R'000             R'000       R'000
    Intangible Assets                                                                      2 516             (199)       2 317
    Goodwill                                                                               3 855               340       4 195
    Non-controlling interest                                                                  20              (87)        (67)
    Accumulated loss                                                                     307 768             (228)     307 540
    
    Consolidated statement of profit and loss at 31 August 2017

                                                           Originally stated         Restatement  Reclassification  Now stated
                                                                       R'000               R'000     Note 14 R'000       R'000
    Revenue                                                           14 287                   -           (3 345)      10 942
    Cost of sales                                                       (53)                   -                15        (38)
    Gross profit                                                      14 234                   -           (3 330)      10 904
    Other income                                                          35                (19)                22          38
    Operating expenses                                              (15 861)                  20             3 164    (12 677)
    Operating loss                                                   (1 592)                   1             (144)     (1 735)
    Investment income                                                      4                   -               (4)           -
    Impairment of goodwill                                             (485)               (211)               485       (211)
    Amortisation of intangible assets                                (1 596)                   -             1 367       (229)
    Finance costs                                                      (826)                   -               169       (657)
    Loss before taxation                                             (4 495)               (211)             1 873     (2 832)
    Taxation                                                             377                   -                11         387
    Loss from continued operations                                   (4 118)               (211)             1 884     (2 445)
    Loss from discontinued operations                                      -                   -           (1 884)     (1 884)
    Total comprehensive loss                                         (4 118)                   -                 -     (4 329)
    Loss attributable to non-controlling interest                       (20)                  87                 -          67
    Loss attributable to owners of the parent                        (4 138)               (124)                 -     (4 262)
    Basic loss per share (c)                                         (18.9)*               (0.9)                 -      (19.8)
    Headline loss per share (c)                                      (18.9)*                 0.1               2.2      (16.6)

    *Please note that in the August 2017 interim results the loss per share was correctly calculated and disclosed in the notes to the 
    financial statements as 18.9 cents loss per share. However due to a drafting error, it was incorrectly shown as a loss of 16.3 cents 
    per share on the income statement.
      
    Consolidated statement of changes in equity at 31 August 2017 
    
                                                                     Originally stated        Restatement           Now stated 
                                                                                 R'000              R'000                R'000
    Accumulated loss                                                         (307 768)                228            (307 540)
    Ordinary shareholders equity                                                 6 175                228                6 403
    Non-controlling interest                                                        20               (87)                 (67)
    Total equity                                                                 6 195                141                6 336
     
    Statement of cashflow R'000
                                                                     Originally stated   Reclassification           Now stated
                                                                                 R'000      Note 14 R'000                R'000 
    Interest income continued                                                        4                (4)                    -
    Interest income discontinued                                                     -                  4                    4
    Finance cost continued                                                       (826)                169                (657)
    Finance cost discontinued                                                        -              (169)                (169)
 
16. Loss per share

    Basic loss per share is 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.

    Basic and diluted loss per share
                                                                                   31 August 2018    31 August 2017
                                                                                                           Restated
                                                                                                                 
    From continued operations (c per share)                                                (19.8)            (11.2)
    From discontinued operations (c per share)                                                  -             (8.6)
                                                                                           (19.8)            (19.8)
    Reconciliation of loss for the year to basic loss   
    Loss from continued operations                                                         (4342)            (2445)
    Loss from discontinued operations                                                           0            (1884)
    Basic loss                                                                             (4342)            (4329)
    
    Reconciliation of weighted average number of ordinary shares used for basic loss per share and headline and diluted headline loss per
    share
    
                                                                                             2018              2017
                                                                                             '000              '000
    Number of ordinary shares in issue                                                     21,925            21,925
    Weighted average number of shares used for loss and headline loss per share            21,925            21,925
    
                                                                                                            
                                                                                   31 August 2018    31 August 2017
                                                                                                           Restated
    Headline and diluted loss  per share                                                                                                             
    From continued operations (c per share)                                                (19.8)            (10.2)
    From discontinued operations ( c per share)                                                 0             (6.4)
                                                                                           (19.8)            (16.6)
    
    
    Headline loss from continued operations 31 August 2018 R'000
                                                                                            Gross               Tax         Net
    Loss from continued operations                                                         (4342)                 0      (4342)
    Impairment of goodwill                                                                      0                 -           0
    Headline loss from operations                                                          (4342)                 0      (4342)
         
         
    Headline loss from discontinued operations 31 August 2018 R'000     
                                                                                            Gross               Tax         Net
    Loss from discontinued operations                                                           0                 0           0
    Headline loss from discontinued operations                                                  0                 0           0
     
    Headline loss continued operations 31 August 2017 R'000 
                                                                                            Gross               Tax         Net
    Loss from continued operations                                                         (2832)               387      (2445) 
    Impairment of goodwill                                                                    211                 0         211
    Headline loss from continued operations                                                (2621)               387      (2234)
                                               
    Headline loss discontinued operations 31 August 2017 R'000                                           
                                                                                            Gross               Tax         Net
    Loss from discontinued operations                                                      (1873)              (11)      (1884)
    Impairment of goodwill                                                                    485                 -         485
    Headline loss from discontinued operations                                             (1388)              (11)      (1399)

17. Comments from The Board

    REVIEW FOR THE PERIOD
    
    During the past six months the Group had to ensure that the SARS obligation was repaid in terms of the agreement in place. 
    This was critical to enable the Group to attract a suitable third party who could provide access to capital and further 
    industry knowledge and networks. In Arvesco, who is part of the Gowin Group, we have found a partner who wants to rebuild 
    the Group into a fully fledged financial services holding company.
    
    The key risk was a missed SARS payment as this would negatively effected the outcome of the SARS settlement agreement. SARS was paid an amount 
    of R3,5 million during the period and mostly funded by loans from directors. At end of October 2018 the outstanding SARS obligation was 
    R1,6 million. 
    
    Head office cost were reduced as executive directors waived salaries for this six month period. 
    
    Elite Group's performance was negatively influenced by a shortage of new funding. 
    Elite repaid Sandown R1,4 million during the last 12 months and were able to get interim funders to support the business, while we were finalising the Arvesco 
    Transaction.
    
    Elite generated revenue of R7,8 million while they continuously focused to reduce operating expenses.  
    
    Elite's more conservative provisioning on its legal book has resulted in an increase provision and write off of R1,2 million during the last 
    six months. 

DIRECTORATE
The directors in office at the date of this report are:

Director                 Office                                          Designation
WJ Groenewald            Chief Executive Officer (CEO) and acting        Executive
                         Chairman

HH Hickey                Chair audit Committee                           Independent Non-Executive
GB Hope                  Chief Financial Officer (CFO)                   Executive
V Lessing                                                                Independent Non-Executive
SM Roper                                                                 Independent Non-Executive

GOING CONCERN
These results 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.

Certain material uncertainties relating to events or conditions which may cast doubt upon the ability to continue as a going
concern were outlined in note 1.18. of the Annual Financial Statements for the year ended 28 February 2018. The following
actions were implemented to reduce these uncertainties:

 - Timing of the amount payable to SARS (please refer to SARS note below).
 - Ability of Afdawn and all of its subsidiaries to meet ongoing commitments. The Arvesco Transaction would lower this 
   risk uncertainty materialising in a manner that could affect the relevance of the going concern.
 - Sandown agreed to lengthen the term of the loan to March 2020.
 - The Group debt increased during the period by R1.6m and cash balances increased by R.25m.

SOUTH AFRICAN REVENUE SERVICES ("SARS") 

The SARS Settlement concluded in December 2017 for R8,2 million was key for the Group to move forward as we were not in any position to
access capital markets. All payments were made and at interim the outstanding obligation was R2,2 million. As at end of October 2018 
this was reduced to R1,6 million.

DIVIDENDS
No dividends have been declared for this interim period (August 2017: R0). 

PROSPECTS
The Arvesco Transaction is very key for the Group. The focus will be to grow Elite to optimise its infrastructure in the branches 
and call center division. R5 million of the proceeds will be allocated to recapitalise Elite and then the focus is to attract further 
outside funding. The Arvesco Transaction also eliminates the SARS risk that was overhanging the Group during the last few years. The Group 
has demonstrated the ability to survive in the most difficult of conditions. We are however correctly placed to rebuild the Group with the 
support of the new key shareholder that will open up access to capital and networks

Registered office                                      Company secretary:
3rd Floor,                                             A Rich (on behalf of Statucor Proprietary Limited)
The Village at Horizon                                 Auditors:
Corner of Sonop and Ontdekkers Roads                   Grant Thornton Johannesburg Partnership
Horizon View, 1724, Gauteng                            Designated Advisor:
Tel: +27 (11) 475 7705                                 PSG Capital

Transfer secretaries
Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Biermmann Avenue, Rosebank, 2196
Date: 30th November 2018 
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