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Change Statement 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”)
CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
Change Statement
Shareholders are advised that the integrated annual report for the year ended 30 June 2021, was distributed
to shareholders on 29 October 2021 and is also available on the Company’s website,
http://www.conduitcapital.co.za/financial-information.php. The annual financial statements (“AFS”) forming
part of the integrated annual report contains no modifications to the reviewed provisional results published on
SENS on 30 September 2021 (“Reviewed Results”), other than those detailed below:
Consolidated Statement of Financial Position
As at 30 June 2021
Audited Reviewed
AFS Results Change %
(R’000) (R’000) (R’000) Change
Assets
Non-current assets 640 354 640 964 610 0.095
Property, plant and equipment 58 901 58 901
Intangible assets 89 376 89 376
Loans receivable 1 044 1 044
Insurance, trade and other receivables 100 921 100 921
Deferred taxation1 116 330 116 940 610 0.522
Investment in associates 37 080 37 080
Investments held at fair value 236 702 236 702
Current assets 765 775 765 775
Insurance assets 448 381 448 381
Insurance, trade and other receivables 158 274 158 274
Taxation 350 350
Cash and cash equivalents 158 770 158 770
Assets held for sale 2 715 2 715
Total assets 1 408 844 1 409 454 610 0.043
Equity and liabilities
Capital and reserves 17 253 17 253
Share capital 1 158 569 1 158 569
Accumulated losses (1 140 525) (1 140 525)
Equity attributable to owners of the parent 18 044 18 044
Non-controlling interest 791 791
Non-current liabilities 86 237 86 847 610 0.702
Policyholder liabilities under insurance
contracts 26 872 26 872
Lease liabilities 49 073 49 073
Deferred taxation1 10 292 10 902 610 5.595
Current liabilities 1 305 354 1 305 354
Insurance liabilities 636 714 636 714
Lease liabilities 8 801 8 801
Loans payable 11 089 11 089
Insurance, trade and other payables 647 080 647 080
Taxation 1 670 1 670
Total equity and liabilities1 1 408 844 1 409 454 610 0.043
Net asset value per share (cents) 2.60 2.60
Tangible net asset value per share (cents) (10.40) (10.40)
Note 1: There was a reallocation between the deferred tax liability and deferred tax asset of R610 000. The
absolute impact on the total assets and total liabilities is 0.043%, with no change to the net asset value of
Conduit Capital.
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2021
Audited Reviewed
AFS Results Change %
(R’000) (R’000) (R’000) Change
Gross written premium 1 949 246 1 949 246
Reinsurance premium (1 685 437) 1 685 437
Net written premium 263 809 263 809
Net change in provision for unearned premiums 5 236 5 236
Net premium income 269 045 269 045
Reinsurance commission received 832 077 832 077
Other income 19 944 19 944
Rental income 1 510 1 510
Income from insurance operations 1 122 576 1 122 576
Total insurance expenses (1 131 376) (1 131 376)
Net claims and movement in claims reserves (153 907) (153 907)
Insurance contract acquisition costs (287 345) (287 345)
Administration and marketing expenses (680 863) (680 863)
Other operating expenses (9 261) (9 261)
Net underwriting loss (8 800) (8 800)
Net non-insurance expenses (27 415) (27 215) (200) 0.735
Other income (69 340) (69 340)
Cost of sales (19 049) (19 049)
Administration and marketing expenses2 (72 466) (72 266) (200) 0.277
Other expenses (5 240) (5 240)
Operating loss (36 215) (36 015) (200) 0.555
Investment loss (138 031) (138 031)
Finance charges (8 117) (8 117)
Share of loss of associate (4 029) (4 029)
Other non-operating expenses and losses2 (95 474) (95 674) 200 0.209
Loss before taxation (281 866) (281 866)
Taxation 136 104 136 104
Loss for the year2 (145 762) (145 762)
Note 2: The was a reallocation in the statement of comprehensive income between administration and
marketing expenses and other non-operating expenses and losses of R200 000. This resulted in an increase
of 0.277% in administration and marketing expenses and a decrease of 0.209% in other non-operating
expenses and losses. There was no change to the loss for the year.
Consolidated Statement of Cash Flows
For the year ended 30 June 2021
Audited Reviewed
AFS Results Change %
(R’000) (R’000) (R’000) Change
Net cash flows from operating activities (7 480) (7 578) 98 1.293
Cash utilised by operations (9 734) (9 533) (201) 2.108
Interest received 5 318 5 318
Finance charges (352) (651) 299 45.929
Dividends received from investments 1 168 1 168
Taxation paid (3 880) (3 880)
Net cash flows from investing activities 43 719 35 741 7 978 22.322
Net movement in loan funding: Third parties3 4 786 - 4 786 100.000
Net disposal of associates 5 394 5 394
Dividends received from associates -
Loans granted to associates (3 646) (3 646)
Disposal and acquisition of subsidiaries (net of
cash acquired and disposed of) (6 271) (6 271)
Disposal of property held for sale 14 500 14 500
Net acquisition of property, plant and equipment3 (861) (4 053) 3 192 78.756
Net acquisition of intangible assets (1 520) (1 520)
Net disposal of financial investments 31 337 31 337
Net cash flows from financing activities (26 601) (18 525) (8 076) 43.595
Shares repurchased (10 025) (10 025)
Dividends paid to non-controlling shareholders (200) (200)
Net movement in loan funding: Non-controlling
shareholders (1 485) (1 485)
Net movement in loan funding: Third parties3 75 4 786 (4 711) 98.433
Net movement in loan funding: Leases3 (14 966) (11 601) (3 365) 29.006
Total cash movement for the year 9 638 9 638
Cash at the beginning of the year 149 132 149 132
Total cash at the end of the year 158 770 158 770
Note 3: The following reallocations were made in the Consolidated Statement of Cash Flows:
- loan funding of R4.786 million provided to third parties was reallocated from cash flows from
financing activities to net cash flows from investing activities;
- R75 000 in loan funding received from third parties was previously incorrectly reflected Net
movement in loan funding: Leases; and
- There was a reallocation between Net movement in loan funding: Leases (R3.290 million), finance
charges (net R98 000) and Net acquisition of property, plant and equipment (R3.192 million).
This resulted in an increase of 1.293% in the net cash inflows from operating activities, a 22.322%
increase in the net cash inflows from investing activities and a 43.595% increase in the net cash
outflows from financing activities. There was no change to the total cash movement for the year.
There have been no changes to the Statement of Changes in Equity.
Furthermore, there has been no change in net asset value, net asset value per share, tangible net asset value
per share, loss for the year, basic and diluted loss per share and headline and diluted headline loss per share,
when comparing the AFS to the Reviewed Results.
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of shareholders of Conduit Capital (“AGM”), which will
be conducted entirely by electronic communication, will be held at 17:00 on Tuesday, 30 November 2021 to
consider and, if deemed fit, to pass with or without modification, the business stated in the notice of the AGM
(“Notice”), which is contained in the integrated annual report.
The salient information pertaining to the Annual General Meeting is set out below:
Issuer name Conduit Capital Limited
Type of instrument Ordinary shares
ISIN number ZAE000073128
JSE code CND
Meeting type Annual General Meeting
Meeting venue Electronic communication
Record date – To determine which shareholders are entitled to
receive the Notice 22 October 2021
Publication/Posting Date 29 October 2021
Last day to trade – Last day to trade to determine eligible
shareholders that may attend, speak and vote at the AGM Tuesday, 16 November 2021
Record date – Record date to determine eligible shareholders
that may attend, speak and vote at the AGM Friday, 19 November 2021
Meeting deadline date – (For administrative purposes), forms
of proxy for the AGM to be lodged 09:00 on Wednesday, 24 November 2021
AGM date 17:00 on Tuesday, 30 November 2021
Publication of results of AGM Wednesday, 1 December 2021
Website link www.conduitcapital.co.za
Johannesburg
29 October 2021
Designated Adviser
Merchantec Capital
Date: 29-10-2021 05:00:00
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