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CRW
CRW
CRW - Corwil Investments - Reviewed Interim Results Announcement For The
Six Months Ended 30 September 2007
CORWIL INVESTMENTS LIMITED
(Registration Number: 1987/000732/06)
Share code: CRW & ISIN code: ZAE000001806
("Corwil" or "the company")
REVIEWED INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2007
Condensed Consolidated Reviewed 6 Audited 12
Balance Sheet Months ended Months ended
30 September 31 March
2007 2007
R R
Assets
Non- Current Assets
Property, plant and 13 059 -
equipment
Investments in - -
subsidiaries
Investments in associates 10 -
Loans to group companies 404 000 -
Other financial assets 25 849 672 27 331 051
26 266 741 27 331 051
Current Assets
Trade and other 120 216 305 754
receivables
Cash and cash equivalents 9 458 35 273
129 674 341 027
Total Assets 26 396 415 27 672 078
Equity and Liabilities
Equity
Share capital 10 196 394 10 196 394
Retained income 12 833 922 14 755 897
23 030 316 24 952 291
Liabilities
Non- Current Liabilities
Loans from group 0 -
companies
Loans from shareholders 836 783 119 542
Deferred tax 790 861 1 317 503
1 627 644 1 437 045
Current Liabilities
Current tax payable 778 964 483 663
Trade and other payables 679 205 447 011
Bank overdraft 280 278 352 065
1 738 447 1 282 739
Total Equity and 26 396 415 27 672 078
Liabilities
Net Asset Value per share 575.76 623.81
(cents)
Tangible Net Asset Value 575.76 623.81
per share (cents)
Ordinary shares in issue 4 000 000 4 000 000
at period end
Condensed Consolidated Reviewed 6 Audited 12
Income Statement Months ended Months ended
30 September 31 March
2007 2007
R R
Other income - 553 465
Operating expenses (1 535 410) (275 414)
Operating (loss) profit (1 535 410) 278 051
Investment revenue 166 598 5 008 304
Fair value adjustments (894 492) 682 482
Finance costs - (300)
(Loss) profit before (2 263 304) 5 968 537
taxation
Taxation 336 827 (925 275)
(Loss) profit for the period (1 926 477) 5 043 262
Headline loss
reconciliation:
(Loss) / Profit attributable (1 926 477) 5 043 262
to ordinary shareholders of
the parent
Adjustments for:
Impairment of goodwill
Impairment of investments
Headline loss for the period (1 926 477) 5 043 262
Earnings per share
information:
Basic (loss) / earnings per (48.2) 126.08
share (cents)
Diluted (loss) / earnings (48.2) 126.08
per share (cents)
Headline loss per share (48.2) 126.08
(cents)
Weighted average shares in 4 000 000 4 000 000
issue
Weighted average shares in 4 000 000 4 000 000
issue for dilution
Statement of Share Share Total share Retained Total
changes in capital premium capital income equity
equity
R R R R R
Opening balance 40 000 10 156 394 10 196 394 6 483 460 16 679 854
as previously
reported
Adjustments
Prior year - 3 229 175 3 229 175
adjustments
Balance at 01 40 000 10 156 394 10 196 394 9 712 635 19 909 029
April 2006 as
restated
Changes in
equity
Profit for the - 5 043 262 5 043 262
year
Total changes - - - 5 043 262 5 043 262
Balance at 01 40 000 10 156 394 10 196 394 14 755 897 24 952 291
April 2007
Changes in
equity
Loss for the (1 926 477) (1 926 477)
year
Dividends - 4 502 4 502
Total changes - - - (1 921 975) (1 921 975)
Balance at 30 40 000 10 156 394 10 196 394 12 833 922 23 030 316
September 2007
Condensed Consolidated Reviewed 6 Audited 12
Cash Flow Statement for Months ended Months ended
the year ended 28 30 September 31 March
February 2007 2007 2007
R R
Cash used in operations (361 908) (35 884)
Interest income 45 164 724 045
Dividends received 121 434 4 284 259
Finance costs - (300)
Tax received (paid) 105 486 (239 237)
Other non-cash item - 3 776 815
Net cash from operating (89 824) 8 509 698
activities
Net cash from investing (684 376) (11 721 102)
activities
Net cash from financing 820 187 -
activities
Total cash movement for 45 987 (3 211 404)
the period
Cash at the beginning of (316 792) 2 894 612
the period
Total cash at end of the (270 805) (316 792)
period
COMMENTARY
The directors present the company`s abridged results for the six months ended 30
September 2007 which have been prepared in accordance with IAS 34 - Interim
Financial Reporting.
The accounting policies adopted for purposes of this report comply with
International Financial Reporting Standards ("IFRS"). These results have been
prepared in terms of accounting policies consistent with the prior year and are
based upon appropriate accounting policies consistently applied and supported by
reasonable and prudent judgments and estimates.
Prior period interim results have not been included in this report due to the
fact that they have not been previously available and have not been previously
published on SENS. In addition it is considered that, due to the nature of the
business, the omission of these figures will not effect the judgement of
shareholders.
The interim results have been reviewed by SAB&T Incorporated. A disclaimer of
opinion was given by the auditors on the interim financial statements. The
review opinion given by the auditors is available for inspection at the
company`s registered office.
The majority of the reasons for the disclaimer of opinion were due to the
company not complying with certain aspects of the JSE listing requirements,
which are currently being resolved in order to regularise the company`s affairs
and to subsequently unsuspend the trading of the company`s securities.
No segmental information is included due to segmental information not being
applicable to the operations of the company.
BUSINESS OVERVIEW
The group holds a Strategic 15.3% Voting Equity Stake in the United Kingdom
Registered, Willoughby`s Consolidated Public Limited Company("Willoughby`s").
Willoughby`s in turn holds a 50% Equity Interest in, Tombstone Limited
("Tombstone"), a United Kingdom registered company. Corwil, through Willoughby`s
and indirectly via Tombstone, has significant investments in real estate in
Zimbabwe and the United Kingdom. The group additionally holds a strategic,
6.2%, equity interest in Marshall Monteagle Holdings Societe Anonyme
("Marshall"), the Luxembourg based diversified industrial holding company,
listed on the London, Luxembourg and Johannesburg stock exchanges.
FINANCIAL OVERVIEW
Income statement review
Operating expenses increased substantially due to regularisation costs being
incurred in bringing the 2005, 2006 and 2007 financial years up to date and for
the creation of an Operational Infrastructure for the Group.
Balance sheet review
A strategic decision was taken to increase the shareholding in Marshall, which
was primarily funded from proceeds realised from the disposal of iFour shares,
and the group now has a 6.2% interest in Marshall.
Please find below a detailed list of our investments at 30 September 2007.
Listed Shares:
Values as at 30 September 2007:
Security Nominal Closing Market
Price(c) Value(R)
Marshall 1 022 853 1 800 18 406 419.00
Monteagle
Marshalls Group 1 000 580 5 800.00
Trematon Capital 100 185 185.00
Labat Africa 2 999 489 21 629 893.00
1Time Holdings 1 392 391 96 1 336 695.00
SA Mineral 6 938 655 10 693 865.00
Resources
JCI Ltd* 1 163 985 1 1.00
Total 21 072 858.00
*The JCI Ltd investment has been written down to R1.00 as the company is
currently suspended on the JSE and significant doubt continues to exist around
this Company`s future direction.
Unlisted Shares:
557 604 Stock Units of 50 British Pence each and 2 044 551 Preferred Shares of 1
British Penny each in Willoughby`s Consolidated PLC valued at R4 776 813 at 30
September 2007, which is the original cost of investment.
Corwil additionally has, through its relationship with Mr NL Hittler(executive
director),secured a 10% equity Interest in Invez Limited, an unlisted public BEE
company whose investment focus is within the natural resource, financial and
investment sectors of the South African economy.
Cash Flow Statement review
Shareholders are informed that the Group has for the first time since its
formation, opened operating banking accounts. As a consequence of this, and in
view of the current working capital requirements of the Group, the directors
are currently engaged in attempting to secure adequate facilities for the Groups
working capital requirements.,
PRIOR PERIOD ERRORS
Investments in unlisted equity shares where the fair value of such investments
cannot reasonably be determined should be carried at cost in terms of IAS 39,
and as such classified as available for sale financial assets. The fair value of
the investment in the equity instruments of Willoughby`s Consolidated Plc has
not been determinable due to the fact that there has been a disclaimer on the
annual financial statements of Willoughby`s Consolidated Plc for the year ended
30 September 2005 and 30 September 2006.
In the annual financial statements of Corwil Investments Limited, the investment
in unlisted investments were written down to a value of R1 000 000 for the
period ending 31 March 2006. The initial cost of the investment was R 4 776 813.
The correction of the error in order to carry investments in unlisted equity
instruments at cost, net of any impairments, results in adjustments as follows:
Balance sheet Audited 12
Months ended
31 March 2007
Other financial 3,776,813
assets
Opening retained (3,229,175)
earnings
Deferred tax (547,638)
LITIGATION
Shareholders are referred to the subsequent events commentary below.
SUBSEQUENT EVENTS
The directors wish to inform shareholders that a Non-Executive Director, David
Simon Martin, with the support of the other United Kingdom based members of the
Board, have initiated a freeze of the group`s investment and bank accounts and
launched a High Court action, against the group`s wholly owned subsidiary,
Corwil Investments Holdings (Pty) Limited. This action has resulted in an
interim order which effectively freezes the company`s assets. Shareholders
should also be aware that as a consequence hereof, the Group has been unable to
settle its creditors.
DIVIDENDS
No dividends were declared or paid to shareholders during the 6 month period
under review.
FUTURE PROSPECTS
Shareholders are informed that the Directors have been engaged in an extensive
exercise aimed at restoring compliance with the JSE Limited Listing
Requirements. Significant progress has been made to date and subject to certain
residual matters requiring shareholder approval, the company remains confident
that trading in Corwil`s securities will be resumed in due course.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
There are still currently disputes and uncertainties regarding the company`s
business and conduct of certain directors, which are in the process of
investigation. In addition, the disposal of IFour shares is currently being
challenged by four of the six directors of Corwil, who may be seeking recovery
of such shares and/or compensation for losses incurred. Accordingly,
shareholders should exercise caution when dealing in their securities until a
further announcement is made.
By order of the Board
NL Hittler GG Xaba
Executive Director Non-executive Director
08 February 2008
Johannesburg
Registered Office
Arcay House, Number 3 Anerley Road, Parktown,
Johannesburg, 2193
PO Box 62397, Marshalltown, Johannesburg, 2107
Business Address
Corwil House, 3 Short Street ,Florida North,1709
Directors
C Williams (Chairman) *^
DS Martin*^
KF Emmanuel*^
MR Hamilton*^
NL Hittler
GG Xaba*
*Non-executive
^ British
Sponsor Transfer Office
Arcay Moela Sponsors Computershare Investor Services
(Pty) Ltd 2004 (Proprietary) Limited
Date: 11/02/2008 07:05:08 Produced by the JSE SENS Department.
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