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DELTA EMD LIMITED - Reviewed Consolidated Results And Dividend Declaration For The Period Ended 27 December 2018

Release Date: 29/03/2019 15:44
Code(s): DTA     PDF:  
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Reviewed Consolidated Results And Dividend Declaration For The Period Ended 27 December 2018

DELTA EMD LIMTED 
Registration number: 1919/006020/06
Income tax number: 9375057719
Share code: DTA       ISIN: ZAE000132817
("DELTA EMD" or "the Group")

REVIEWED CONSOLIDATED RESULTS AND DIVIDEND DECLARATION
FOR THE PERIOD ENDED 27 DECEMBER 2018

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 

                                                                                  Reviewed    Audited   
                                                                                 Period to    year to   
                                                                                  December   December   
                                                                                      2018       2017   
                                                                           Note      R'000      R'000   
Interest received                                                                    5 187      6 203   
Administrative expenses                                                            (3 701)    (2 320)   
Impairment on assets held for sale                                                (15 949)          -   
Expenses related to discontinuation of business                                    (4 248)    (2 223)   
Loss on sale of investment                                                         (2 874)          -   
Rental income                                                                        2 880      2 299   
(Loss)/Profit for the year before taxation                                        (18 705)      3 959   
Taxation                                                                                 8      (623)   
(Loss)/Profit for the year                                                        (18 697)      3 336   
Total comprehensive (loss)/profit for the year                                    (18 697)      3 336   
Attributable to equity holders of parent company                                                        
(Loss)/Profit for the year                                                        (18 697)      3 336   
Total comprehensive (loss)/profit for the year                                    (18 697)      3 336   
Attributable (loss)/earnings per share (cents)                                                          
- basic and diluted                                                                 (38,0)        6,8   

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                                                  Reviewed    Audited   
                                                                                 Period to    year to   
                                                                                  December   December   
                                                                                      2018       2017   
                                                                                     R'000      R'000   
ASSETS                                                                                                  
Current assets                                                                                          
Trade and other receivables                                                            582        808   
Bank balances and cash                                                              77 998     80 649   
Non-current assets held for sale                                                         -     25 949   
Total assets                                                                        78 580    107 406   
EQUITY AND LIABILITIES                                                                                  
Total shareholders funds                                                            76 773     95 352   
Current liabilities                                                                                     
Trade and other payables                                                             1 807      3 283   
Short-term provisions                                                                    -      8 763   
Taxation payable                                                                         -          8   
Total equity and liabilities                                                        78 580    107 406   


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                  Reviewed    Audited   
                                                                                 Period to    year to   
                                                                                  December   December   
                                                                                      2018       2017   
                                                                                     R'000      R'000   
Cash utilised by trading                                                           (4 951)    (2 244)   
Movement in current and non-current provision                                      (8 763)    (7 273)   
Decrease/(Increase) in working capital                                               2 423   (19 393)   
Cash utilised by operations                                                       (11 291)   (28 910)   
Net interest received                                                                5 187      6 203   
Taxation paid                                                                            -      (474)   
Cash outflow from operating activities                                             (6 104)   (23 181)   
Proceeds on sale of investment                                                      12 500          -   
Net increase/(decrease) in cash and cash equivalents                                 6 396   (23 181)   
Bank balances and cash at beginning of period                                       80 649    103 830   
Cash included in sale of share transaction                                         (9 047)          -   
Bank balances and cash at end of period                                             77 998     80 649   

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                                       Share
                                                                     capital
                                                                         and   Accumulated              
                                                                     premium        profit      Total   
                                                                       R'000         R'000      R'000   
Balance at 27 December 2016 - audited                                  4 856        87 160     92 016   
Profit for the year                                                        -         3 336      3 336   
Balance at 27 December 2017 - audited                                  4 856        90 496     95 352   
Loss for the year                                                          -      (18 697)   (18 697)   
Prior year unclaimed dividend reversed                                     -           118        118   
Balance at 27 December 2018 - reviewed                                 4 856        71 917     76 773   

NOTES

                                                                                  Reviewed    Audited   
                                                                                 Period to    year to   
                                                                                  December   December   
                                                                                      2018       2017   
                                                                                     R'000      R'000   
1.   Reconciliation between attributable (loss)/ earnings and headline earnings                         
     Attributable (loss)/profit after taxation                                    (18 697)      3 336   
     Impairment on assets held for sale                                             15 949          -   
     Loss on sale of investment                                                      2 874          -   
     Headline earnings attributable to ordinary shareholders                           126      3 336   
     Number of shares in issue                                                      49 166     49 166   
     Weighted number of shares in issue                                             49 166     49 166   
     Attributable headline earnings per share                                                           
     - basic and diluted                                                              0,26       6,80   
     Weighted number of shares in issue ('000)                                      49 166     49 166
     Net assets value per share (cents)                                                156        194

2.   Basis of presentation

     The Group is domiciled in South Africa. The reviewed consolidated financial results at and for the period ended 27 December 2018
     comprise the company and its subsidiaries (the 'Group').

     The Group's principal accounting policies have been applied consistently over the current and prior financial periods.

     On 5 March 2014, the company announced that the board of directors had taken the decision, subject to approval by the
     company's shareholders, to discontinue the operations in a phased and orderly manner during 2014 and to realise value for the
     company's assets during 2014 to 2018. The decision was approved at the Annual General Meeting of the company held on
     9 May 2014. The company will be wound down and de-registered in due course. The above information highlights that the going
     concern principle is not applicable in the preparation of the company's financial statements. When the company ceases trading
     the directors are of the conclusion that the company will be in a position to discharge all of its liabilities, due to the company's
     cash resources and to recover the assets at their carrying amounts. The effect, if any, of preparing the financial statements,
     other than on the going-concern basis will be negligible. Consequently the financial statements have been prepared on a basis
     consistent with International Financial Reporting Standards (IFRS) which among other things, requires writing assets down to their
     recoverable amounts. It also requires recognising a liability for contractual commitments that may have become onerous as a
     consequence of the decision to cease trading. The company has considered the implication of IFRS 9 and IFRS 15 on the results
     and concluded that if will have no material effect.

3.   Basis of preparation

     The Group's consolidated reviewed financial results have been prepared in accordance with the requirements of the JSE Limited Listings 
     Requirements for Interim Financial Statements in accordance with and containing the information required by IAS 34: Interim Financial 
     Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by 
     the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa.   

     The auditors, Deloitte & Touche, have issued their review conclusion on the consolidated financial statements for the period ended 
     27 December 2018. The review was conducted in accordance with International Standards on Review Engagements (ISRE) 2410. A copy of 
     the review conclusion is available for inspection at the Company's registered office. Any reference to future financial performance 
     included in this announcement, has not been reviewed or reported on by the Company's auditors. The auditor's report does not necessarily 
     report on all of the information contained in this announcement. Shareholders are therfore advised that , in order to obtain a full 
     understanding of the nature of the auditor's engagement, they should obtain a copy of the auditor's report together with the accompanying 
     financial information from the company's registered office.

4.   Subsequent events

     The directors are not aware of any events subsequent to 27 December 2018, not arising in the normal course of business, which
     are likely to have a material effect on the financial information contained in the condensed consolidated financial statements.

COMMENTARY

During the last quarter of 2018, the Group successfully completed the sale of 2 129 101 ordinary par value shares of R1 each in EMD
Investments (Pty) Ltd (constituting the entire issued share capital of EMD Investments (Pty) Ltd) to Viridi Developments (Pty) Ltd, which
in turn resulted in the indirect disposal of the Nelspruit Plant Site held by Delta EMD South Africa (Pty) Ltd, (a wholly owned subsidiary
of EMD Investments (Pty) Ltd).

The Group realised a loss on the sale of R2.9 million, and earlier during 2018 had impaired the value of the Nelspruit plant site by
R15.9 million. Consequently, the Group realised a loss for the year of R18.7 million (2017: Profit R3.3 million).

The Group's expenses related to the discontinuation of the business primarily included management costs of R2.2 million (2017:
R2.1 million); site operating costs of R3.1 million (2017: R4.0 million); and administration costs of R1.3 million (2017: R2.1 million). Profit
resulting from the reversal of provisions totalled R2.4 million (2017: R6.1 million).

Net cash utilised by operations during the year totalled R11.3 million (2017: R28.9 million).
The Group's year-end cash balances decreased by R2.6 million from R80.6 million to R78.0 million, reflecting the proceeds on sale of
investment of R12.5 million and the cash included in the sales transaction of R9.0 million.

Total assets employed by the Group at year-end, including cash balances, totalled R78.6 million (2017: R107.4 million). Net asset value
per share at year-end was 156 cents (2017: 194 cents).

PROSPECTS

With the sale of EMD Investments (Pty) Ltd now completed, the Group's only remaining asset is its cash balances. The Group intends to
seek shareholder approval to distribute its remaining cash balances, delist its shares from the JSE Limited, and commence a voluntary
liquidation during 2019.

Declaration of Interim Special Dividend

Notice is hereby given that the directors of Delta EMD Limited have approved and declared an interim special dividend of 70 cents
(gross) per Delta EMD Limited share from distributable reserves. From an exchange control and JSE Limited perspective this dividend
constitutes a "special dividend". SARB approval has been obtained for the declaration of the special dividend.
The salient dates for the payment of the dividend are as follows:

Declaration date                                                                                                 Friday, 29 March 2019
Last day to trade cum dividend                                                                                   Monday, 15 April 2019
Trading ex-dividend commences                                                                                   Tuesday, 16 April 2019
Record date                                                                                                    Thursday, 18 April 2019
Payment date                                                                                                    Tuesday, 23 April 2019

Share certificates may not be dematerialised or rematerialised between Tuesday, 16 April 2019 and Thursday, 18 April 2019, both
days inclusive.

In terms of legislation applicable to Dividends Tax ("DT") the following additional information is disclosed:

- The special dividend shall constitute a "dividend" as defined in the Income Tax Act, 58 of 1962.
- The local DT rate is 20%.
- The DT amounts to 14 cents per share, calculated at the local DT rate.
- The net local dividend amount is 56 cents per share for all shareholders who are not exempt from the DT.
- The number of ordinary shares in issue at the date of the declaration is 49 165 553.
- Delta's income tax reference number is 9375057719.

In terms of DT legislation, any DT amount due will be withheld and paid over to the South African Revenue Service by a nominee
company, stockbroker or Central Securities Depository Participant (collectively "regulated intermediary") on behalf of shareholders. All
shareholders should declare their status to their regulated intermediary as they may qualify for a reduced DT rate or exemption.

DIRECTORATE

No change.

PREPARER OF FINANCIAL STATEMENTS

These condensed consolidated financial statements have been prepared by EJ Nel CA(SA) in her capacity as Financial Director of the
Group.

AVAILABILITY OF COMPLETE SET OF FINANCIAL STATEMENTS

Shareholders are advised that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a
copy of the auditor's review report together with the accompanying set of financial statements from the registered office of the Delta
EMD Limited.

TG Atkinson                                                            EJ Nel (Financial director)
29 March 2019

Registered office

15 Heyneke Street, Industrial Site, Nelspruit, 1200

Transferred Secretaries

Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196

Directors:

Independent non-executive: AC Hicks, BR Wright, L Matteucci
Non-executive: P Baijnath
Executive chairman: TG Atkinson* (Chairman) *USA
Executive: EJ Nel CA(SA) (Financial director)

Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited



Date: 29/03/2019 03:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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