To view the PDF file, sign up for a MySharenet subscription.

CND - Conduit Capital Limited - Audited results for the 18 months ended 31

Release Date: 03/03/2008 10:50
Code(s): CND
Wrap Text

CND - Conduit Capital Limited - Audited results for the 18 months ended 31 August 2007 and notice of annual general meeting Conduit Capital Limited Incorporated in the Republic of South Africa (Registration Number 1998/017351/06) Share code: CND & ISIN: ZAE000073128 ("Conduit Capital" or "the company") AUDITED RESULTS FOR THE 18 MONTHS ENDED 31 AUGUST 2007 AND NOTICE OF ANNUAL GENERAL MEETING Shareholders are advised that the audited financial statements for the 18 months ended 31 August 2007 will be posted on 3 March 2008. These financial statements contain no material modifications, other than those detailed below, to the reviewed results that were published on 30 November 2007. Grant Thornton have now completed their audit of the company`s annual financial statements and their report is available for inspection at Conduit Capital`s registered office. The audited financial statements differ from the reviewed financial statements, published on 30 November 2007, for the following reasons: * loans that do not have a specified payment date were reclassified from non- current to current liabilities; * a loan made by the minority shareholders of a subsidiary has been reclassified from non-current liabilities to minority shareholders` interest; and * there was a reclassification between some of the operating expense line- items. The above items are merely reclassifications and had no impact on earnings, headline earnings, or net asset value. AUDITED RESULTS FOR THE 18 MONTHS ENDED 31 AUGUST 2007 CONSOLIDATED INCOME STATEMENT Audited 18 Audited year ended months ended 31 28 Feb 2006 R`000 Aug 2007 R`000 Gross revenue 1 566 513 6 545 Net insurance revenue 241 137 - Other operating revenue 87 288 6 545 Net revenue 328 425 6 545 Operating expenses - Administration and other (48 185) (5 872) expenses - Direct expenses - Insurance (193 493) - - Depreciation (2 681) (307) - Employee costs (66 236) (4 380) Operating profit (loss) 17 830 (4 014) Income (loss) from associates 918 (152) Investment income 37 675 2 447 Other income 360 - Finance charges (8 625) (82) Impairment of goodwill (17) (22 219) Profit (loss) before taxation 48 141 (24 020) Taxation (16 060) 2 072 Profit (loss) for the period 32 081 (21 948) Attributable to: Equity holders of the parent 21 324 (22 083) Minority interest 10 757 135 Profit (loss) for the period 32 081 (21 948) Earnings (loss) per share 13,54 (25,71) (cents) Headline earnings per share 11,67 0,17 (cents) Fully diluted earnings (loss) 11,70 (25,71) per share (cents) Fully diluted headline 10,08 0,12 earnings per share (cents) SEGMENTAL ANALYSIS Head Conduit Conduit Conduit Consoli- office & Insuran- Direct Conduit Financial dated Treasury ce & Risk R`000 Private Services R`000 R`000 services Equity (2) R`000
(1) R`000 R`000 Audited - 18 months ended 31 August 2007 Gross 513 1 508 42 283 2 889 12 173 1 566 revenue 655 513 Net revenue 513 270 567 42 283 2 889 12 173 328 425 Profit (10 714) 43 194 10 038 1 637 3 986 48 141 (loss) before taxation Depreciation 133 1 739 654 120 35 2 681 Total assets 22 561 1 047 965 24 397 941 93 620 1 189 484 Total (3 064) (907 702) (10 359) (741) (77 303) (999 169) liabilities Capital 148 12 835 2 818 2 567 16 370 expenditure
Audited - Year ended 28 February 2006 Gross 3 121 - 1 614 1 810 - 6 545 revenue Net revenue 3 121 - 1 614 1 810 - 6 545 Loss before (20 584) - (3 146) (290) - (24 020) taxation Depreciation 165 - 30 112 - 307 Total assets 11 270 - 16 740 1 621 - 29 631 Total (3 500) - (3 415) (911) - (7 826) liabilities Capital 119 - 49 3 - 171 expenditure (1) 10,5 months of earnings included. (2) Six months of earnings included. CONSOLIDATED BALANCE SHEET Audited 31 Audited 28 Aug 2007 Feb 2006 R`000 R`000
ASSETS Non-current assets 194 060 16 703 - Property, vehicles and 38 083 1 315 equipment - Intangible assets 78 546 10 800 - Loans receivable 739 - - Deferred taxation 4 534 569 - Investments in associates 3 478 181 - Investments held at fair 68 804 3 838 value Current assets 995 424 12 928 - Insurance assets 652 791 - - Investments held at fair 4 723 1 194 value - Trade and other receivables 151 151 6 468 - Taxation 7 117 - - Funds at call, bank balances 179 642 5 266 and cash Total assets 1 189 484 29 631 EQUITY AND LIABILITIES Shareholders` equity and 230 509 21 805 reserves - Ordinary share capital and 170 315 10 130 share premium - Retained income (Accumulated 807 (20 517) losses) - Share based payment reserve 288 - - Vendors for equity 18 905 30 479 190 315 20 092 - Minority shareholders` 40 194 1 713 interest Non-current liabilities 77 800 1 767 - Policyholder liabilities 22 587 - under insurance contracts - Interest bearing borrowings 45 968 - - Deferred taxation 6 545 - - Other non-current 2 700 1 767 liabilities Current liabilities 881 175 6 059 - Insurance liabilities 726 664 - - Vendors for cash 4 825 - - Trade and other payables 110 283 4 624 - Current portion of interest 36 865 500 bearing borrowings - Taxation 2 370 910 - Bank overdraft 168 25 Total equity and liabilities 1 189 484 29 631 Net asset value per share 85,81 21,20 (cents) Tangible net asset value per 50,40 9,80 share (cents) ABRIDGED CONSOLIDATED CASH FLOW STATEMENT Audited 18 Audited year months ended ended 31 Aug 2007 28 Feb 2006 R`000 R`000
Net cash flows from operating activities (71 679) (2 706) Net cash flows from investing activities (118 293) (893) Net cash flows from financing activities 193 367 5 782 Total cash movement for the period 3 395 2 183 Cash at the beginning of the period 5 241 1 737 Cash acquired 170 838 1 321 Total cash at the end of the period 179 474 5 241 ABRIDGED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share Retained Other Minority Total capital income R`000 reserves interest R`000 and R`000 R`000 share
premium R`000 Balance at 1 March 4 348 1 566 - - 5 914 2005 Proceeds from issue 5 782 - - - 5 782 of shares Acquisition of - - 30 479 1 578 32 057 interest in subsidiaries Loss for the year - (22 083) - 135 (21 948) Balance at 1 March 10 130 (20 517) 30 479 1 713 21 805 2006 Net proceeds from 128 841 - (11 574) - 117 267 issue of shares Acquisition of 31 344 - - 16 302 47 646 interest in subsidiaries Profit for the - 21 324 - 10 757 32 081 period Equity options - - 288 - 288 issued to executives Loans advanced - - - 13 517 13 517 Dividends paid - - - (2 095) (2 095) Balance at 31 August 170 315 807 19 193 40 194 230 509 2007 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Change of year-end As previously disclosed, Conduit Capital`s board of directors passed a resolution on 1 November 2006 in terms whereof it changed its year-end from the last day of February to 31 August to bring it in line with the year-end of Conduit Risk and Insurance Holdings (Proprietary) Limited (previously CICL Investment Holdings (Proprietary) Limited) ("CRIH"), the Conduit group`s largest subsidiary, which was acquired with effect from 16 October 2006. Accordingly, these audited financial statements are presented for the 18 months ended 31 August 2007 and care should be taken when comparing these results with the results for prior years, as the periods under comparison will differ. The first full year of results for Conduit Capital in its current format will be for the year ended 31 August 2008. 2 Basis of preparation and report of the independent auditors These summarised consolidated audited results have been prepared using accounting policies compliant with IAS 34: Interim Financial Reporting and International Financial Reporting Standards ("IFRS"). The accounting policies used are consistent with those of the prior period. 3 Changes in share capital During the period under review: 3.1 the authorised share capital was increased to 500 million ordinary shares with a par value of one cent each; 3.2 a total of R160,185 million in additional share capital and premium were raised: R119,628 million by way of the issue of 91,544 million shares for cash and R40,557 million by way of the issue of 36,865 million shares in part payment of acquisitions that were made; 3.3 the number of treasury shares held by the Conduit group increased by 1,415 million. 3.4 Details of shares in issue as at 31 August 2007 are as follows: 31 Aug 2007 28 Feb 2006 `000 `000
Number of shares in issue 221 777 94 782 - Shares in issue 227 880 99 470 - Shares held as treasury shares (6 103) (4 688) Weighted average number of 157 463 85 901 shares - Shares in issue 162 628 90 589 - Shares held as treasury shares (5 165) (4 688) Fully diluted weighted average 182 294 122 840 number of shares - Shares in issue 187 459 127 528 - Shares held as treasury shares (5 165) (4 688) 4 Reconciliation of headline earnings Audited 18 Audited year
months ended 31 ended 28 Feb Aug 2007 R`000 2006 R`000 Attributable profit (loss) for the 21 324 (22 083) period Loss on disposal of vehicles and 13 6 equipment (net of tax) Profit on acquisition of subsidiaries (360) - Revaluation of investment property (2 621) - (net of tax) Impairment of goodwill 17 22 219 Headline earnings 18 373 142 5 Business combinations The 100% investment in CRIH, the holding company of a diversified insurer and risk services group, was acquired through a series of transactions during the period under review with an initial 72,5% interest being acquired with effect from 16 October 2006. The total consideration for the acquisition was R122,7 million. In addition, a 50,05% interest in Gateway Capital Limited, a company that provides short-term commercial bridging finance, offering specialised commercial, asset and property finance was acquired on 1 March 2007 for a consideration of R14,073 million. The original purchase consideration for CRIH has been reduced by R27,89 million as a result of the final determination of the fair value of the assets and liabilities of CRIH on acquisition. This adjustment has been included in the numbers reported above. The acquisitions were settled through the issue of 23,926 million ordinary shares for R31,345 million, the issue of R2,75 million in redeemable preference shares, the capitalisation of investment profits of R9,554 million and payment in cash of R93,124 million. Intangible assets, primarily goodwill, arising from the acquisitions amount to R64,082 million. 6 Commitments The estimated future commitments of the Conduit group under non-cancellable operating leases for office premises and equipment are as follows: 31 Aug 2007 28 Feb 2006 R`000 R`000 - Within one year 8 149 997 - In second to fifth years, 15 467 1 732 inclusive 23 616 2 729 7 Post balance sheet events There were no material post balance sheet events. NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the annual general meeting of shareholders of Conduit Capital will be held at 10:00 on Monday, 31 March 2008 in the boardroom of the company, 1st Floor, 3 Melrose Square, Melrose Arch, Melrose North, Johannesburg, 2076, to transact the business stated in the notice of the annual general meeting, which is contained in the Annual Report. 29 February 2008 Directors: Executive directors: Jason D Druian (CEO), Paul Diamond, Lourens E Louw, Stanley D Shane, Robert L Shaw Non-executive directors: Reginald S Berkowitz (Chairman), Scott M Campbell, Megan Kruger, Gunter Z Steffens OBE Company secretaries: Probity Business Services (Proprietary) Limited Third Floor, JHI House, 11 Cradock Avenue Rosebank, 2196 Registered address: 1st Floor, 3 Melrose Square Melrose Arch, 2076 PO Box 97, Melrose Arch, 2076 Telephone: (011) 684-1055/6/7 Facsimile: (011) 684-1058 Transfer secretaries: Computershare Investor Services 2004 (Proprietary) Limited (Registration number: 2004/003647/07) Ground Floor, 70 Marshall Street Johannesburg, 2001 Auditors: Grant Thornton Chartered Accountants (SA) Registered Auditors Member of Grant Thornton International Sponsor: Merchant Sponsors (Proprietary) Limited Date: 03/03/2008 10:50:01 Supplied by www.sharenet.co.za 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.

Share This Story