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KLG
KLG
KLG - Kelgran - Audited Report For The 12 Months Ended 30 June 2007 And
Renewal Of Cautionary Announcement
KELGRAN LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1975/004595/06)
Share code: KLG ISIN: ZAE000003885
("Kelgran")
AUDITED REPORT FOR THE 12 MONTHS ENDED 30 JUNE 2007 AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
SUMMARISED BALANCE SHEET 2007 2006
R R
ASSETS
Current assets 1 917 049 30 059 439
Financial assets - 30 000 000
Trade and other receivables 22 080 -
Cash and cash equivalents 1 894 969 59 439
Total assets 1 917 049 30 059 439
EQUITY AND LIABILITIES
Capital and reserves 1 515 560 27 321 313
Share capital 1 707 125 1 880 684
Share premium 46 183 230 71 572 462
Accumulated loss (46 374 795) (46 131 833)
Non-current liabilities
Loan from holding company - 1 994 105
Current liabilities 401 489 744 021
Shareholders 75 984 -
Taxation 58 194 -
Trade and other payables 267 311 744 021
Total equity and liabilities 1 917 049 30 059 439
Number of shares in issue 85 356 231 94 034 192
Net asset value and net tangible 1,78 29,05
asset value per share (cents)
SUMMARISED COMPANY INCOME STATEMENT
2007 2006
R R
Operating income 1 755 229 2 182 587
Operating expenses (2 140 666) (3 665 965)
Loss from operations (385 437) (1 483 378)
Investment income 200 669 4 966
Finance costs - (13)
Loss before taxation (184 768) (1 478 425)
Taxation (58 194) -
Net loss for the year (242 962) (1 478 425)
Reconciliation between basic loss
and headline loss
Net loss for the year per income (242 962) (1 478 425)
statement
Reversal of prior impairment (1 755 229) (2 113 355)
losses
Loss on disposal of investments 878 286 -
Headline loss (1 119 905) (3 591 780)
Weighted average number of shares 87 638 656 94 034 192
in issue
Loss per share (cents)
- Basic and diluted (0.28) (1.57)
Headline loss per share (cents) (1.28) (3.82)
Capital distribution per share 27.00 -
(cents)
SUMMARISED COMPANY CASH FLOW STATEMENT
2007 2006
R R
Cash flows from operating
activities
Cash utilised by operations (3 517 742) (3 575 528)
Investment income 200 669 4 966
Finance costs - (13)
Capital distribution paid (22 970 198) -
Net cash outflow from operating (26 287 271) (3 570 575)
activities
Cash flows from investing
activities
Proceeds on disposal of financial 30 878 286 -
assets
Loan to associate repaid 1 755 229 2 113 356
Net cash inflow from investing 32 633 515 2 113 356
activities
Cash flows from financing
activities
Share buy-back (2 516 609) -
Loan from holding company (repaid) (1 994 105) 1 373 713
raised
Net cash (outflow) inflow from (4 510 714) 1 373 713
financing activities
Net increase (decrease) in cash 1 835 530 (83 506)
and cash equivalents
Cash and cash equivalents at 59 439 142 945
beginning of year
Cash and cash equivalents at end 1 894 969 59 439
of year
SUMMARISED STATEMENT OF CHANGES IN EQUITY
Share Share Accumulated Total
capital premium loss
R R R R
Balance at 30 June 1 880 684 71 572 462 (44 653 28 799 738
2005 408)
Net loss for the - - (1 478 425) (1 478 425)
year
Balance at 30 June 1 880 684 71 572 462 (46 131 27 321 313
2006 833)
Net loss for the - - (242 962) (242 962)
year
Share buy back (173 559) (2 343 050) - (2 516 609)
Capital - (23 046 182) - (23 046
distribution paid 182)
Balance at 30 June 1 707 125 46 183 230 (46 374 1 515 560
2007 795)
NOTES TO THE FINANCIAL INFORMATION
The audited results of the company for the 12 months ended 30 June 2007 have
been prepared in accordance with International Financing Reporting Standards
and in the manner required by the Companies Act, 1973, and are consistent
with those of previous periods.
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 realisation of assets and
settlement of liabilities, contingent obligations and commitments will occur
in the ordinary course of business.
The auditors` report includes an "emphasis of matter" indicating that at 30
June 2007, the company had accumulated losses. Furthermore, the company
incurred a net loss for the year ended 30 June 2007 following the disposal of
its entire business. These conditions along with others indicate the
existence of a material uncertainty which may cast significant doubt about
the company`s ability to continue as a going concern.
In the event of the reverse take-over listing predicated on the acquisitions
announced on 4 December 2007 and 20 December 2007, going ahead, any
uncertainty about the company`s ability to continue as a going concern will
be superseded.
INTENTION REGARDING THE REVERSE TAKE-OVER LISTING OF KELGRAN UNDER THE NAME
WPI HOLDINGS LIMITED
Kelgran has been categorised by the JSE as a cash shell, carrying the
obligation of acquiring viable assets satisfying the conditions for listing
in order to remain listed. The reverse take-over listing of Kelgran (pursuant
to the aforementioned acquisitions) is subject, inter alia, to confirmation
by the AltX Advisory Committee that the assets acquired from Westingcorp
Power Industries (Proprietary) Limited and Generator and Plant Hire (SA)
(Proprietary) Limited are eligible for listing on AltX and the subsequent
approval of the relevant circulars to shareholders by the JSE and approval by
shareholders in general meeting of the acquisitions and the attendant
restructuring. An application has been submitted to the AltX Advisory
Committee, supported by a business plan of the reconstructed Kelgran under
the name WPI Holdings Limited. If a positive recommendation is made by the
AltX Advisory Committee to the JSE, then a circular together with revised
listing particulars will be dispatched to shareholders by no later than 31
March 2008. Failure to comply with this deadline will result in the
termination of Kelgran`s listing, to which the company has agreed.
CHANGE OF AUDITORS, YEAR-END AND REGISTERED ADDRESS
Shareholders are advised that the company has appointed Tuffias Sandberg KSi
as the auditors to the company with effect from 25 January 2008.
Shareholders are further advised that the board has changed the company`s
year-end to 31 January in each year with effect from the period commencing
1 July 2007 until 31 January 2008.
Shareholders are also advised that the registered addresses of the company
are being changed, with effect from 26 February 2008, as follows:
as regards physical address: from Suite 4A, Manhattan Office Park, 16 Pieter
Road, Highveld Techno Park, 0169 to 4 Fifth Avenue, Edenburg, Sandton, 2196;
and
as regards postal address: from PO Box 68149, Highveld, 0169 to PO Box 2506,
Rivonia, 2128.
All share certificates to be issued in the future will be amended
accordingly. Shareholders are requested to use the above new addresses with
effect from 26 February 2008 when contacting the company directly.
Communications relating to shareholdings and transfer of shares should,
however, still be addressed to the transfer secretaries. Their contact
details are listed below.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the acquisition and cautionary announcement dated 20 December
2007, shareholders are advised that shares in Kelgran will remain suspended
until successful implementation of the reverse take-over listing anticipated
in that announcement and referred to above. Kelgran is scheduled to present
its business plan to the AltX Advisory Committee on 12 February 2008 in
respect of the aforementioned reverse take-over listing. Shareholders are
advised to continue exercising caution when trading in Kelgran shares until a
further announcement is made, setting out the financial effects of the
acquisitions detailed in the 4 December 2007 and 20 December 2007
announcements, respectively.
BY ORDER OF THE BOARD
7 February 2008
Directors Registered office
AL Bock (non-executive Suite 4A, Manhattan Office Park,
director), CE Kahan (executive 16 Pieter Road, Highveld Techno
director), LT Kreeve (non- Park, 0169
executive director), MS Mazwi (PO Box 68149, Highveld, 0169)
(non-executive director)
Company secretary Auditors
CE Kahan Tuffias Sandberg KSi
Sponsor 4 Fifth Avenue, Edenburg,
Merchant Sponsors (Pty) Limited Sandton
(PO Box 2506, Rivonia 2128)
Legal adviser Transfer secretaries
HR Levin Attorneys, Notaries and Computershare Investor Services
Conveyancers 2004 (Pty) Limited
70 Marshall Street,
Johannesburg, 2001
(PO Box 61051, Marshalltown,
2107)
Date: 07/02/2008 16:53:34 Produced by the JSE SENS Department.
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