| Fri 20 Apr 2007, 13:54 | | AEC - Anbeeco - Audited Group Results For The 13 M |
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AEC
AEC
AEC - Anbeeco - Audited Group Results For The 13 Months Ended 28 February 2007
And Reviewed Group Interim Results For The 12 Month-Period Ended 31 January 2007
ANBEECO INVESTMENT HOLDINGS LIMITED
(Registration number: 1984/002788/06)
Incorporated in the Republic of South Africa
Share code: AEC & ISIN: ZAE000000162
("ANBEECO" or "the Company")
AUDITED GROUP RESULTS FOR THE 13 MONTHS ENDED 28 FEBRUARY 2007 AND REVIEWED
GROUP INTERIM RESULTS FOR THE 12 MONTH-PERIOD ENDED 31 JANUARY 2007
Restated
Audited Reviewed Audited
13 months to 12 months to 12 months to
28 February 2007 31 January 2007 31 January 2006
(R`000) (R`000) (R`000)
Income Statement
Gross Revenue 155 - -
Operating loss (1 586) (1 670) (252)
Fair value adjustment 352 228 -
Investment income - - 1
Net loss (1 234) (1 442) (251)
Weighted average number
of share(000`s) 14 978 14 978 14 978
Loss and headline loss per share
(cents) (8,2) (9,6) (1,7)
Reconciliation of earnings
to headline earnings:
Loss attributable to Shareholders (1 234) (1 442) (251)
Headline loss (1 234) (1 442) (251)
28 February 2007 31 January 2007 31 January 2006
(R`000) (R`000) (R`000)
Balance Sheet
Assets
Current assets 298 134 97
Accounts receivable 161 92 -
Taxation 41 41 89
Cash & cash equivalents 96 1 8
Total assets 298 134 97
Equity & liabilities
Equity attributable to
equity holders (1 485) (1 693) (251)
Stated capital 2 651 2 651 2 651
General reserve 5 027 5 027 5 027
Accumulated loss (9 163) (9 371) (7 929)
Non-current liabilities 1 370 845 -
Loans from related parties 1 370 845 -
Current liabilities 413 982 348
Loans from related parties 169 56 96
Accounts payable 244 926 252
Total equity and liabilities 298 134 97
Number of shares in issue (`000) 14 978 14 978 14 978
Net asset value and net tangible
asset value per share (cents) (9,9) (11,3) (1,7)
13 months to 12 months to 12 months to
28 February 2007 31 January 2007 31 January
2006
(R`000) (R`000)
(R`000)Statement of Changes in
Equity for the 13 months
ended 28 February 2007
Share Capital
Opening balance 150 150 150
Movement - - -
Closing balance 150 150 150
Share Premium
Opening balance 2 501 2 501 2 501
Movement - - -
Closing balance 2 501 2 501 2 501
General reserve
Opening balance 5 027 5 027 5
027
Movement - - -
Closing balance 5 027 5 027 5 027
Accumulated loss
Opening accumulated loss (7 929) (7 929) (7 678)
Net (loss)/ profit for the period
as previously reported (1 234) (1 442) 31
Prior year adjustment - -
(282)
Closing balance (9 163) (9 371) (7 929)
13 months to 12 months to 12 months to
28 February 2007 31 January 2007 31 January 2006
(R`000) (R`000) (R`000)
Cash Flow Statement
Cash utilised in
operating activities (1 754) (1 087) (159)
Investment income 352 228 1
Taxation refunded 47 47 17
Net cash flows from
operating activities (1 355) (812) (141)
Net cash flows from
financing activities 1 443 805 96
Net cash flows from
investing activities - - -
(Decrease) in cash and cash
equivalents 88 (7) (45)
Cash and cash equivalents at
the beginning of the year 8 8 53
Cash and cash equivalents at
the end of the period/ year 96 1 8
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies
Basis of preparation
The financial statements and group financial statements have been prepared in
accordance with International Financing Reporting Standards and in the manner
required by the Companies Act, 1973, and incorporate the principal accounting
policies set out below. The financial statements have been prepared on the
historical cost convention.
The policies set out below have been consistently applied to all the years and
interim periods presented.
2. Going concern
The Group had accumulated losses of R9,162,732 at 28 February 2007 and
R9,371,458 at 31 January 2007 and the group`s total liabilities exceeded its
assets by R1,484,282 at 28 February 2007 and by R1,693,008 at 31 January 2007.
For the 13 months ended 28 February 2007, the Group incurred a loss of
R1,233,901 and for the 12 months ended 31 January 2007 it incurred a loss of
R1,442,627.
The financial statements 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 the realisations of assets and settlement of
liabilities, contingent obligations and commitments will occur in the ordinary
course of business.
The ability of the Group to continue as a going concern is predicated on the
acquisition of all the shares in A Million Up Investments 105 (Pty) Ltd ("AMU")
in return for the issue of Anbeeco shares, which acquisition was announced on 12
December 2006. AMU is in the process of developing its investment property into
a 5 star hotel, retail centre and parking garage, which will generate returns
for the group upon completion.
The acquisition agreement is subject to the following conditions precedent:
- the reconstruction of Anbeeco`s share capital;
- approval by JSE Limited ("the JSE") and the Securities Regulation Panel;
- approval of all the relevant proposals by Anbeeco shareholders in general
meeting, including an ordinary majority of independent shareholders agreeing to
waive an offer to minorities pursuant to the change of control resulting from
the acquisition.
Anbeeco`s cashflow requirements will be met by AMU whose facility with Absa for
the development of its property includes a facility for Anbeeco`s working
capital. Any shortfall will be made up by Anbeeco`s management company Bonheur
92 General Trading (Pty) Ltd.
3. Auditors` report
The year-end results have been audited by Grant Thornton in accordance with
International Standards of Auditing and the interim results ahve been reviewed
by them. Their respective reports, which both contain an emphasis of matter
regarding the going concern situation as explained above, is available for
inspection at the Company`s registered office.
4. Prior year adjustment
A prior year adjustment has been passed to reverse consulting fees erroneously
raised in 2006 in the each of the company and group. The prior year figures have
been restated accordingly.
5. Change of registered address
Please be advised that the registered addresses of the Company are being changed
as follows:
- as regards physical address:
from Fourth floor, Bedford Centre, St Georges Street, Yeoville, 2198
to 19th Floor, Sandton City Office Tower, corner Rivonia Road and 5th Street,
Sandton, Johannesburg, 2196
and
- as regards postal address address:
from P.O. Box 3126, Houghton, 2041
to P.O. Box 786835, Sandton, 2146.
All share certificates to be issued in the future will be amended accordingly.
Shareholders are requested to use the above new address with immediate effect
when contacting the Company directly. Communications relating to shares and
transfer of shares should, however, still be addressed to the transfer
secretaries. Their contact details are listed below.
COMMENTARY
The directors refer shareholders to the announcement of 12 December 2006 and as
stated in that announcement, Anbeeco entered into an agreement dated 8 December
2006 ("the acquisition agreement") for the acquisition of all the issued shares
in AMU for a total consideration of R30 million plus the cash balance in AMU as
at the effective date of the acquisition.
AMU`s assets comprise a property, 50% of the hotel business operating Company,
Darwo Trading No 73 (Proprietary) Limited ("Darwo"), and cash. The property is
to be redeveloped into a five-star hotel complex, comprising 129 luxury hotel
suites, 10 penthouse apartments, 183 basement parking bays, a retail and
entertainment component of approximately 2 500 square metres and conference
facilities. Darwo has contracted to outsource the management of the
aforementioned hotel to African Pride, the premium brand of the Protea Hotel
Group. It will be a luxurious five-star hotel and the flagship of the African
Pride brand.
The rationale for the acquisition is to reconstitute Anbeeco as a diversified
property development and investment group and, accordingly, to change its name
to Quantum Property Group Limited.
Anbeeco will apply to the JSE for approval in respect of inter alia the
acquisition and the transfer of Anbeeco`s listing to the AltX. Shareholders are
cautioned in the normal course in accordance with paragraph 9.25 of the Listings
Requirements of the JSE that there is no certainty whether or not the JSE will
allow the listing of the Company to continue following the acquisition.
ANNUAL GENERAL MEETING
The Company`s annual financial statements will be posted to shareholders by no
later than Monday, 30 April 2007. The annual general meeting of members of the
Company will be held at 10:00 on Monday, 6 August 2007 at 19th Floor, Sandton
City Office Tower, corner Rivonia Road and 5th Street, Sandton, Johannesburg.
BY ORDER OF THE BOARD
20 April 2007
Directors Registered office
C Cohen (Chairman), G Itzikowitz 19th floor
(Chief executive officer), MR Taitz, Sandton City Office Tower
IS Schmidt, Dr LR Phathela (independent Corner 5th Street and Rivonia Road
non-executive), Dr LM Mogudi(independent Sandton
non-executive) 2196
Company secretary Transfer secretaries
Corporate and Merchant Administrators Computershare Investor
(Pty) Ltd Services 2004 (Pty) Limited
18 Electron Avenue 70 Marshall Street
Isando, 1601 Johannesburg, 2001
(PO Box 781106, Sandton, 2146) (PO Box 61051, Marshalltown, 2107)
Date: 20/04/2007 13:54:16 Produced by the JSE SENS Department.
