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VER
VER
VER - Vestor - Interim Results for the Six Months Ended 28 February 2007 and
Renewal of Cautionary Announcement
VESTOR INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/015580/06)
Share code: VER ISIN: ZAE000089595
("Vestor" or "the company")
UNAUDITED INTERIM RESULTS FOR THE 6 MONTHS ENDED 28 FEBRUARY 2007 AND RENEWAL
OF CAUTIONARY ANNOUNCEMENT
BALANCE SHEETS
Unaudited Audited Un-audited
6 months year 6 months
28 Feb 2007 31 Aug 28 Feb 2006
R`000 2006 R`000
R`000
Current assets 1 290 1 699 2 000
Cash and cash equivalents 1 286 1 498 *
Loans receivable 4 201 *
TOTAL ASSETS 1 290 1 699 2 000
Equity 598 797 2 000
Share capital 18 883 19 043 *
Accumulated loss (18 285) (18 246) *
Current liabilities 692 902 --
Trade and other payables 10 221 --
Taxation 682 682 --
TOTAL EQUITY AND LIABILITIES 1 290 1 699 2 000
Net asset value per share
information
Share in issue at period end 83 936 83 936 83 936
(`000)
Net asset value per share 0.71 0.95 2.38
(cents)
Net tangible asset value per 0.71 0.95 2.38
share (cents)
* detail of split not previously published
INCOME STATEMENTS
Unaudited Audited Unaudited
6 months year 6 months
28 Feb 2007 31 Aug 28 February
R`000 2006 2006
R`000 R`000
Revenue -- -- --
Operating costs (39) (525) --
Operating loss (39) (525) --
Investment (loss)/income -- ( 4 020) 397
Finance cost -- -- --
Net (loss)/profit from (39) (4 545) 397
activities before tax
Taxation -- -- --
Attributable (loss)/profit from (39) (4 545) 397
activities after tax
Calculation of headline earnings
Net (loss)/profit for the period (39) (4 545) 397
Adjustments for:
(Loss)/Profit on sale of assets -- (4 397
024)
Headline (loss)/earnings for the (39) (521) --
period
Earnings per share information
Weighted average shares in issue 83 936 83 936 83 936
(000`s)
Attributable (loss)/earnings per -0.05 -5.41 0.47
ordinary share (cents)
Headline (loss)/earnings per -0.05 -0.62 --
share (cents)
ABRIDGED CASH FLOW STATEMENTS
Unaudited Audited Unaudited
6 months year 6 months
28 Feb 2007 31 Aug 28 Feb 2006
R`000 2006 R`000
R`000
Net cash outflow from operating (39) (300) --
activities
Net cash (outflow)/inflow from (173) -- 2 447
investing activities
Net cash inflow from financing -- 1 798 --
activities
Net (decrease)/increase in cash (212) 1 498 2 447
and cash equivalents
Cash and cash equivalents at 1 498 -- (447)
beginning of period
Cash and cash equivalents at 1 286 1 498 2 000
end of period
STATEMENT OF CHANGES IN EQUITY
Share Non Accumula Total
Capital distribu ted loss R`000
& table R`000
Premium reserve
R`000 R`000
Balance at 31 August 2005 19 043 5 300 (19 001) 5 342
Transfer to accumulated (5 300) 5 300 --
loss
Attributable loss for the (4 545) (4 545)
year
Balance at 31 August 2006 19 043 -- (18 246) 797
Investment activity costs (160) (160)
Attributable loss for the 6 (39) (39)
months
Balance at 28 February 2007 18 883 -- (18 285) 598
COMMENTARY
Basis of preparation
The unaudited financial statements have been prepared in accordance
with International Financial Reporting Standards ("IFRS") and the
Companies Act of South Africa. The financial statements have been
prepared on the historical cost basis. The principle accounting
policies are consistent with those applied in the previous year.
Review of results
The unaudited results for the period ended on the 28th February 2007
reflect an attributable and headline loss of -0.05 cents per share
(2006: attributable earnings of 0.47 cents and headline earnings of
0.00 cents per share), based on 83 936 310 weighted average shares in
issue (2006: 83 936 310). The company has had limited operations for
the period under review and is in the process of acquiring assets as
detailed in announcements dated the 24th April 2007, 26th April
2007 and the 28th May 2007 as detailed below.
Overview and prospects
A change in control in the company was announced on the 16th February
and new directors were appointed to the board. The transaction is an
affected transaction in terms of the Code of the Securities
Regulation Panel ("SRP") and an offer to minority shareholders will
be made at 6.5 cents, simultaneously with the injection of the new
assets. A further announcement will be made in due course and
shareholders are referred to the renewal of cautionary announcement
below.
Vestor has a new management team that includes experienced industry
executives who have extensive international experience and successful
track records. Vestor is mindful of the commitment to Black Economic
Empowerment and benefits from Black participation at all levels
including shareholder, director or senior management. The stated
philosophy of Vestor is to adhere to, if not exceed, the latest BBBEE
requirements in South Africa.
Vestor will make certain strategic acquisitions which are more fully
described in subsequent events. The Group, subsequent to these
acquisitions, intends delivering turnkey project solutions, ancillary
support and managed services to the Middle Eastern, African and
Southern African markets.
Dividends
No dividends have been declared for the 6 month period under review.
Director changes
Pursuant to the change in control, the following changes were made to
the board effective 16 February 2006:
Appointed
Position
Resigned
SL Peteni
Chairman
M Antonie
GS Edwards
Executive director
JE van der Burgh
PWJ Bouwer
Executive director
LD van Wyk
MD van Rooyen
Executive director
DJA White
NR Macdonald
Non-executive director
S Swana
Non-executive director
On 24 April 2007, Mr Mpho Innocent Scott joined the Board of
Directors as a Non - Executive Director.
Subsequent events
As part of the change in control, Vestor will acquire ConvergeNet SA
(Pty) Ltd from the new controlling shareholder, Adage Technical Fund
SA Limited ("Adage"). This announcement was made on 24 April 2007.
The transaction is effective 1 March 2007, and subject to conditions
precedent including shareholder approval.
The company will also acquire 51% of Structured Connectivity
Solutions (Pty) Ltd ("SCS"), as announced on 26 April 2007. This
transaction is subject to shareholders approval.
The acquisition of 51% of the Sizwe IT Africa Group (Proprietary)
Limited ("Sizwe") by Vestor, was announced on 28 May 2007, subject to
shareholders approval.
Further to this, the Company is in the process of negotiating terms
for the acquisition of other companies as detailed under the renewal
of cautionary announcement below. Further financial information and
pro forma financial effects of all the acquisitions will be announced
in due course. Shareholders are advised that the acquisitions will
constitute a reverse takeover and, in accordance with the JSE
Listings Requirements, shareholders are cautioned that the continued
listing will be subject to the approval of the JSE.
Issue of shares for cash
Subsequent to period end the company issued 4 000 000 shares for cash
at 63 cents per share under its general authority to issue shares for
cash.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement dated 28 May 2007,
shareholders are advised that negotiations are still in progress
regarding additional acquisitions which, if successfully concluded,
may have a material effect on the price of the Company`s securities.
Accordingly, shareholders are advised to continue exercising caution
when dealing in the Company`s securities until all announcements have
been made and the financial information and consolidated pro forma
financial effects of all the acquisitions have been provided.
By order of the Board
Lester Peteni
Chairman
30 May 2007
Johannesburg
Company Secretary and Registered Office
Arcay Client Support (Pty) Ltd (Registration number 1998/025284/07)
Arcay House, Number 3 Anerley Road, Parktown, 2193
PO Box 62397, Marshalltown, 2107
Directors
SLL Peteni Chairman*, GS Edwards, PWJ Bouwer, MD Van Rooyen, NR
Macdonald*, S Swana*, MI Scott*.
(*Non-executive)
Sponsor Transfer Office
Arcay Moela Sponsors Computershare Investor Services 2004
(Proprietary) Limited (Proprietary) Limited
Date: 30/05/2007 17:08:21 Produced by the JSE SENS Department.
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