|
CVN
CVN
CVN - ConvergeNet - Audited group results for the year ended 31 August 2007
CONVERGENET HOLDINGS LIMITED
(Formerly Vestor Investments Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/015580/06)
Share code: CVN & ISIN: ZAE000102067
("ConvergeNet" or "the company")
AUDITED GROUP RESULTS FOR THE YEAR ENDED 31 AUGUST 2007
Condensed Consolidated Income
Statement
Year Year
ended 31 ended 31
Aug 2007 Aug 2006
R`000 R`000
Revenue 170 196 -
Operating profit (loss) (Note 4) 21 027 (4 549)
Investment revenue 1 472 4
Share of profit of associates 142 -
Finance costs (61) -
Profit (loss) before taxation 22 580 (4 545)
Taxation (6 595) -
Profit (loss) for the year 15 985 (4 545)
Attributable to:
Equity holders of the parent 6 149 (4 545)
Minority Interests 9 836 -
15 985 (4 545)
Earnings per share
Headline earnings per ordinary share 2.46 (0.62)
(cents)
Basic and diluted earnings per 2.37 (5.37)
ordinary share (cents)
Weighted average number of shares 259 469 84 600
863 000
Condensed Consolidated Balance Sheet
ASSETS
Non-Current Assets
Property, plant and equipment 9 694 -
Goodwill 90 849 -
Intangible assets 16 -
Investments in associates 142 -
Deferred tax 2 513 -
103 214 -
Current Assets
Inventories 8 911 -
Loans to group companies 346 -
Other financial assets 1 122 201
Current tax receivable 255 -
Trade and other receivables 113 096 1
Cash and cash equivalents 55 253 1 498
178 983 1 700
TOTAL ASSETS 282 197 1 700
EQUITY AND LIABILITIES
Total equity
Share capital 129 088 19 043
Accumulated loss (12 097) (18 246)
Equity attributable to equity holders 116 991 797
of parent
Minority interest 32 936 -
149 927 797
Liabilities
Non-Current liabilities
Loans from group companies 11 595 -
Other financial liabilities 1 448 -
Finance lease obligation 1 706 -
Operating lease liability 62 -
Deferred tax 35 -
14 846 -
Current liabilities
Other financial liabilities 1 460 -
Current tax payable 20 791 682
Finance lease obligation 689 -
Trade and other payables 93 769 221
Bank overdraft 715 -
117 424 903
Total Liabilities 132 270 903
TOTAL EQUITY AND LIABILITIES 282 197 1 700
Net asset value per share 19.66 0.94
Net tangible asset value per share 4.39 0.94
Number of shares in issue at period 595 149 84 600
end 096 000
Condensed Consolidated Cash Flow
Statement
Operating activities
Cash used in operations (4 241) (305)
Interest income 1 472 4
Finance costs (61) -
Tax paid (6 922) -
Goodwill adjustment and impairment (461) -
Net cash (used in) from operating (10 213) (301)
activities
Net cash (used in) from investing (48 380) 1 799
activities
Net cash from financing activities 111 623 -
Net increase (decrease) in cash and 53 030 1 498
cash equivalents
Cash at the beginning of the year 1 498 -
Total cash at end of the year 54 528 1 498
Condensed Consolidated Statement of
Changes in Equity
Balance beginning of the year 797 5 342
Net profit/(loss) for the year 15 985 (4 545)
Shares issued for cash 2 368 -
Acquisition of subsidiaries 133 437 -
Expenses recognised directly in (1 080) -
equity
Dividends by subsidiaries to (1 580) -
minorities
Balance at end of year 149 927 797
Acquisition of businesses
The following subsidiaries were
acquired during March to August:
ConvergeNet SA (Pty) Ltd 9 100 -
(Settled through the issue of
140,000,000 shares at 6.5 cents)
Structured Connectivity Solutions 11 200 -
(Pty) Ltd
(Settled through the issue of
70,000,000 shares at 16 cents)
Sizwe Africa IT Group (Pty) Ltd, net 65 664 -
of loan acquired
(Settled through the issue of
223,212,786 shares at 30 cents)
Telesto Communications (Pty) Ltd 22 200 -
(Settled through the issue of
74,000,000 shares at 30 cents)
108 164 -
Fair value of assets and liabilities
acquired
Property, plant and equipment 10 406 -
Deferred tax assets / liabilities 1 036 -
Other non-current assets 1 622 -
Goodwill 478 -
Inventories 10 039 -
Trade and other receivables 108 390 -
Trade and other payables (116 502) -
Tax assets / liabilities (18 747) -
Other financial liabilities (15 363) -
Cash 61 114 -
Outside shareholders (24 680) -
Fair value of assets and liabilities 17 793 -
acquired
Goodwill 90 371 -
108 164 -
Consideration paid
Issuing of 507,212,786 ordinary (108 164) -
shares in ConvergeNet Holdings
Limited
Cash acquired 61 114 -
Net cash outflow on acquisition (47 050) -
Attributable net income after tax 7 368 -
included in financial results
Attributable net income after tax if 20 312 -
included for full period
Notes
1. Basis of preparation
The condensed consolidated financial information has been prepared in
accordance with IAS 34 - Interim Financial Reporting and is based on the
audited financial statements of the Group for the year ended 31 August 2007,
which have been prepared in accordance with International Financial
Reporting Standards ("IFRS"), the Listing Requirements of the JSE, and the
South African Companies Act, 1973.
2. Accounting policies
The accounting policies applied in these condensed consolidated financial
statements comply with IFRS and are in agreement with those applied in
preparation of the group`s annual financial statements for the year ended 31
August 2007 and are consistent with those applied in the previous year.
3. Independent audit by the auditors
These condensed consolidated results have been audited by our auditors
Horwath Leveton Boner who have performed their audit in accordance with the
International Standards in Auditing. A copy of their unqualified audit
report is available for inspection at the registered office of the company.
4. Operating profit
The following items have been
accounted for in the operating
profit:
Auditors` remuneration 509 134
Directors` remuneration 1 563 -
Operating lease charges 1 028 -
Loss on sale of property, plant and (2) -
equipment
Loss on sale of subsidiaries - (4 024)
Loss on exchange differences (188) -
Depreciation on property, plant and 746 -
equipment
Goodwill adjustment and impairment 461 -
Employee costs 26 619 -
5. Reconciliation of headline
earnings
Earnings for the year 6 149 (4 545)
Loss on disposal of subsidiaries - 4 024
Loss on disposal of assets 2 -
Goodwill adjustment and impairment 461 -
Portion of goodwill adjustment (226) -
attributable to minorities
Headline earnings 6 386 (521)
Condensed Segment
Information
Hardware Cabling Other Total
Services and and
and Software Infra-
Support structur
e
R`000 R`000 R`000 R`000 R`000
Revenue 27 769 52 986 89 252 189 170 196
Profit from 1 736 4 194 18 578 (3 481) 21 027
operations
Investment 22 1 360 85 4 1 472
revenues
Share of profits - 142 - - 142
of associates
Finance costs - - (61) - (61)
Profit (loss) 1 759 5 696 18 602 (3 476) 22 580
before tax
Income tax (386) (1 047) (5 439) 277 (6 595)
(expense) benefit
Profit (loss) for 1 373 4 649 13 163 (3 199) 15 985
the year
Other information
Segment assets 39 703 61 620 85 909 94 964 282 197
Segment (19 782) (46 894) (58 876) (6 718) (132 270)
liabilities
Financial overview
Following a change in control during February this year, ConvergeNet
negotiated a number of strategic acquisitions. In March ConvergeNet acquired
100% of the issued share capital of ConvergeNet SA (Pty) Ltd, 51% of the
issued share capital in Structured Connectivity Solutions (Pty) Ltd in
April, 51% of the issued share capital in Sizwe Africa IT Group (Pty) Ltd in
June and 74% of the issued share capital in Telesto Communications (Pty) Ltd
also in June. The results of these subsidiaries were included in the results
of the group from the effective date of control. As ConvergeNet, previously
known as Vestor Investments Limited, did not trade during the 2006 financial
year, any past comparison would not be relevant.
Shareholders are informed that the reported results of the acquired
companies were for different periods as a result of the relative effective
date of control of each of the acquisitions, and that these periods were
shorter than a full financial year.
All of the subsidiaries were profitable for the period under review and
performed in line with expectations. The group generated R50,030m of cash
during the year and has virtually no interest bearing financing from
external sources.
Operational overview
All of the acquired businesses experienced good growth in comparison to
their respective prior year results for the same period. The companies in
the Group are able to attract the necessary talent and the supplier
situation is promising.
Board Changes
Apart from the resignations of the original Vestor Investments Limited
directors, all of the current directors were appointed during this period
as stated in the following schedule.
Director Date appointed Date resigned
Melvyn Antonie 15 June 2006 19 February 2007
John Edwin van der Burgh 15 June 2006 19 February 2007
Leon David van Wyk 15 June 2006 19 February 2007
Darryl John Ablitt White 15 June 2006 19 February 2007
Norman Ross Macdonald* 19 February 2007
Martin Deon van Rooyen* 19 February 2007
Pieter Willem Johannes 19 February 2007
Bouwer
Sandile Swana* 19 February 2007
Gordon Stanley Edwards 19 February 2007
Sindile Lester Leslie 19 February 2007
Peteni*
Mpho Innocent Scott* 11 April 2007
Hanno van Dyk 27 August 2007
David Michael Braine 27 August 2007
Timothy Molefe Modise* 27 August 2007
Kgaume Benjamin James 27 August 2007
Kekana
Daniel Frederik Bisschoff 15 November 2007
* non-executive
Dividends
No dividend has been proposed for the year under review.
Change in control
During the year under review there was a change in control to Adage
Technology Fund SA Limited at 6.5 cents per share. An offer was made to
minority shareholders at 16 cents per share, with no acceptances thereof.
Acquisitions and issue of shares for cash
Apart from the shares issued as settlement for the acquisition of
subsidiaries, the company also issued 4 000 000 shares for cash at 63 cents
per share.
Change in name of company and increase in authorised share capital
Pursuant to the change in control and various acquisitions noted above, the
company changed its name to ConvergeNet Holdings Limited with effect from
commencement of trade on 25 September 2007, under a new share code CVN and
ISIN code ZAE000102067.
The company increased its authorised share capital to 1 000 000 000 shares
during the period under review.
Prospects
Due to the buoyant conditions in the market and industry, the prospects for
the Group are good. Shareholders are reminded that the forthcoming year
will reflect the results for a full reporting period of the combined group
for the first time.
By order of the Board
SLL Peteni PWJ Bouwer
Non-Executive Chairman Chief Executive Officer
19 November 2007
Johannesburg
Registered Office
Arcay House, Number 3 Anerley Road, Parktown, Johannesburg,
2193
PO Box 62397, Marshalltown, Johannesburg, 2107
Directors
NR Macdonald*, MD van Rooyen*, S Swana*, GS Edwards, MI
Scott*, H van Dyk, DM Braine, TM Modise*, KBJ Kekana, DF
Bisschoff
* Non-executive
Sponsor Transfer Secretary
Arcay Moela Sponsors Computershare Investor Services 2004
(Pty) Ltd (Pty) Ltd
Date: 19/11/2007 09:36:25 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.
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
