| Fri 14 Dec 2007, 15:20 | | AFP - Alexander Forbes Preference Share Investments - Unaudited Interim Results |
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AFP
AFP
AFP - Alexander Forbes Preference Share Investments - Unaudited Interim Results
For The Period Ended 30 September 2007
Alexander Forbes Preference Share Investments Limited
(Formerly Micawber 515 (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2006/031561/06)
Share code: AFP & ISIN number: ZAE000098067
UNAUDITED INTERIM RESULTS FOR THE PERIOD ENDED 30 SEPTEMBER 2007
Review of Activities
Alexander Forbes Preference Share Investments Limited ("AF Pref") was
incorporated on 6 October 2006 with the sole purpose of being the special
purpose vehicle through which shareholders can invest in the Alexander Forbes
group of companies.
AF Pref owns 26.5% of the ordinary shares in Alexander Forbes Equity Holdings
(Proprietary) Limited (formerly Richtrau No. 131 (Proprietary) Limited)("AFEH"),
which acquired the entire issued share capital of Alexander Forbes Limited
effective 26 July 2007 ("the effective date") following the implementation of a
scheme of arrangement in terms of Section 311 of the Companies Act No 61 of
1973, as amended ("the scheme of arrangement"). Details of the scheme of
arrangement are provided in the pre-listing statement issued by AF Pref on 10
July 2007. AF Pref also owns 28.6% of the preference shares in AFEH and 100% of
the Pay-in-Kind ("PIK") debentures issued by a subsidiary of AFEH, Alexander
Forbes PIK Funding (Proprietary) Limited (formerly Richtrau No. 132
(Proprietary) Limited)("AFPIK"), the latter investment forming part of the
financing arrangement of the scheme of arrangement. The interests in the
ordinary shares, preference shares and PIK debentures were acquired on the
effective date.
AF Pref changed its financial year end to 31 March to coincide with the
financial year end of AFEH and its subsidiaries. AF Pref`s interim results are
therefore presented for the seven months ended 30 September 2007, but include
only two months of trading results covering the period from the effective date
of acquisition of AFEH on 26 July 2007 up to the half year end.
This results announcement should be read in conjunction with the interim results
announcement of AFEH which is made available to all AF Pref preference
shareholders.
AF Pref has issued two instruments, namely redeemable participating preference
shares and unsecured fixed rate debentures, which together constitute a linked
unit listed on the JSE Limited. The preference shares give the holder the see-
through economic and voting rights in the pro rata underlying investment in the
equity of AFEH and the debentures give the holder the see-through economic
rights in the pro rata underlying PIK debentures investment in AFPIK.
Distribution to shareholders
As detailed in the pre-listing statement issued on 10 July 2007, AF Pref does
not anticipate receiving any dividends in the foreseeable future from its
investment in AFEH. AF Pref therefore does not intend to declare any dividends
for the foreseeable future.
JRP Doidge S Gaskell
Director Director
14 December 2007
Abridged income statement
for the seven months ended 30 September 2007 (including two months
of trading results from the effective date)
30 Sept
2007
Notes Rm
Interest income - PIK debentures 24
Interest expense - Debentures (24)
Share of profit of associate -
Profit before taxation -
Taxation expense -
Profit for the period -
Attributable to:
Ordinary shareholders 2 -
Preference shareholders 2 -
-
Headline earnings per share (cents)
- per ordinary shares 3 -
- per preference shares 4 2
Basic earnings per share (cents)
- per ordinary shares 3 -
- per preference shares 4 -
Number of ordinary shares
Issued 1,000
Weighted average (from effective date) 1,000
Number of preference shares (millions)
Issued 100
Weighted average (from effective date) 100
Abridged balance sheet
at 30 September 2007
30 Sept 28 Feb
2007 2007
Notes Rm Rm*
ASSETS
Investment in associate 5 1,121 -
Investment in PIK debentures 774 -
Cash and cash equivalents 1 -
Total assets 1,896 -
EQUITY AND LIABILITIES
Ordinary shareholders` equity - -
Preference shareholders` interest - 1,122 -
component of linked units
Retained income - -
Total equity 1,122 -
Debentures - component of linked 774 -
units
Total liabilities 774 -
Total equity and liabilities 1,896 -
Total equity per above (R million) 1,122 -
Number of ordinary shares in issue 1,000 1
Net asset value per ordinary share
(R million) 1 -
*The balance sheet at 28 February 2007 reflects assets and equity
with a value of R1 each.
Abridged cash flow statement
for the seven months ended 30 September 2007 (including two months
of trading results from the effective date)
30 Sept
2007
Rm
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash flow from operating activities -
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of associate investment (1,121)
Acquisition of PIK debentures investment (750)
Net cash outflow from investing (1,871)
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Preference shares issued 1,122
Debentures issued 750
Net cash inflow from financing activities 1,872
Net movement in cash and cash equivalents 1
Cash and cash equivalents at beginning of -
period
CASH AND CASH EQUIVALENTS AT END OF 1
PERIOD
Abridged statement of changes in equity
for the seven months ended 30 September 2007 (including two months of
trading results from the effective date)
Ordinary Preference Retained Total
shareholders` shareholders` Income equity
equity interest
Rm Rm Rm Rm
At 28 February
2007* - - - -
Shares issued on
the effective date, - 1,122 - 1,122
26 July 2007
Profit for the
period - - - -
At 30 September
2007** - 1,122 - 1,122
*The issued share capital of the company at 28 February 2007 was R1.
**The issued share capital of the company at 30 September 2007 was
R1 000.
NOTES
Basis of preparation
The interim results have been prepared in accordance with, and comply with,
International Financial Reporting Standards ("IFRS"), including IAS 34 Interim
Financial Reporting, and the South African Companies Act No 61 of 1973, as
amended.
The accounting policies applied in the preparation of these interim results are
consistent with those detailed in the pre-listing statement issued on 10 July
2007. There have been no new standards or interpretations, which have had a
material effect on the results.
AF Pref commenced trading following the acquisition of AFEH on 26 July 2007.
Thus, there are no income statement and cash flow comparative figures for the
prior reporting period.
Earnings attributable to ordinary shareholders and preference shareholders
The economic rights to return of capital and dividends for ordinary and
preference shareholders are detailed in section 5 of the pre-listing statement
issued by AF Pref on 10 July 2007.
30 Sept
2007
Rm
3. Reconciliation of headline earnings for
ordinary shareholders
Basic earnings and headline earnings per share
for ordinary shareholders are nil and therefore
no detailed reconciliation is shown.
4. Reconciliation of headline earnings for
preference shareholders
Earnings attributable to preference
shareholders (IAS 33 earnings) -
Plus re-measurement included in equity
accounted earnings of associate (IAS 31) 2
Tax effect of above adjustment -
Headline earnings for preference
shareholders 2
30 Sept 28 Feb
2007 2007
Rm Rm
5. Investment in associate
Investment in Alexander Forbes
Equity Holdings (Proprietary) Limited
Cost 1,121 -
Equity accounting earnings for the two
months of trading results from the effective date - -
Carrying value in balance sheet 1,121 -
Directors` valuation of associate 1,121 -
The interim consolidated results of AFEH are available to preference
shareholders of AF Pref and are published in a separate announcement.
Independent directors:
J R P Doidge, S Gaskell
Company secretary:
J E Salvado
Transfer secretaries:
Computershare Investor Services 2004 (Pty) Limited.
Ground Floor, 70 Marshall Street, Johannesburg. PO Box 61051, Marshalltown, 2107
Investor relations:
D Kotzen
Registered office:
Sentinel Trust, 1st Floor, Block 3, Morning View Office Park, cnr Rivonia and
Alon Roads, Morningside, 2196
Sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)
1 Merchant Place, corner Fredman Drive and Rivonia Road, Sandton, 2196
Alexander Forbes Preference Share Investments Limited
Registration number: 2006/031561/06. Share code: AFP. ISIN code: ZAE 000098067
Date: 14/12/2007 15:20:05 Produced by the JSE SENS Department.
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