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Fri 23 May 2008, 10:50 ACC - Acc-Ross Holdings Limited - Audited results
ACC
ACC                                                                             
ACC - Acc-Ross Holdings Limited - Audited results for the year ended 29 February
2008 and notice of date of annual general meeting                               
ACC-ROSS HOLDINGS LIMITED                                                       
(Registration Number: 2000/000059/06)                                           
Share code: ACC & ISIN code: ZAE000077335                                       
("Acc-Ross" or "the Company")                                                   
AUDITED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2008 AND NOTICE OF DATE OF ANNUAL
GENERAL MEETING                                                                 
Condensed Consolidated Balance Sheet                                            
at 29 February 2008                                                             
                                     Audited        Audited                     
2008           2007                        
                                     R              R                           
ASSETS                                                                          
Non-current assets                    264 835 394    268 489 064                
Property, plant and equipment         699 889        994 588                    
Inventory/Freehold land and stands    144 388 948    94 536 260                 
Goodwill                              37 605 111     157 772 084                
Loans and receivables at amortised    69 463 721     5 239 443                  
cost                                                                            
Deferred tax assets                   12 677 725     9 946 689                  
                                                                                
Current assets                        357 771 252    421 341 900                
Inventory/Freehold land and stands    220 145 149    368 321 418                
Loans and receivables at amortised    35 085 281     16 378 170                 
cost                                                                            
Trade and other receivables           20 325 218     35 004 251                 
Cash and cash equivalents             82 215 604     1 638 036                  
Non-current assets held for sale      -              25                         
                                                                                
Total Assets                          622 606 646    689 830 964                

EQUITY AND LIABILITIES                                                          
Equity and reserves                                                             
Issued capital, share premium and     437 773 968    280 600 194                
share-based payments reserve                                                    
Accumulated loss                      (143 864 607)  (8 583 287)                
Equity attributable to equity         293 909 361    272 016 907                
holders of the parent                                                           
Minority interest                     1 299 864      1 980 657                  
Total equity                          295 209 225    273 997 564                
                                                                                
Non-current liabilities               129 952 664    247 086 489                
Borrowings                            106 767 568    205 482 440                
Finance lease obligation              317 079        454 537                    
Deferred tax liabilities              22 868 017     41 149 512                 
                                                                                
Current liabilities                   197 444 757    168 746 911                
Trade and other payables              33 188 738     45 417 992                 
Borrowings                            110 036 309    74 396 014                 
Finance lease obligation              158 102        137 504                    
Current tax payable                   33 669 216     16 860 125                 
Provisions                            20 392 392     31 935 276                 
                                                                                
Total Equity and Liabilities          622 606 646    689 830 964                

Shares in issue at year end 1         1 417 729 459  1 118 430                  
                                                    034                         
Net asset value per share issued      20.73          24.32                      
(cents)                                                                         
Net tangible asset value per share    18.08          10.21                      
issued (cents)                                                                  
                                                                                
Shares in issue and shares            1 430 716 481  1 122 430                  
contracted for at year end 1          20.54          034                        
Net asset value per share issued and  17.91          24.23                      
contracted for (cents)                               10.18                      
Net tangible asset value per share                                              
issued and contracted for (cents)                                               
1 Excluding treasury shares                                                     
Condensed Consolidated Income Statement                                         
for the year ended 29 February 2008                                             
                                      Audited         Audited                   
                                      2008            2007                      
                                      R               R                         
Revenue                                215 984 119     154 890 863              
Cost of sales                          (193 319 900)   (140 178 401)            
Gross profit                           22 664 219      14 712 462               
Other gains and losses                 2 576 509       30 616 354               
Investment revenue                     10 136 192      806 364                  
Marketing and sales expenses           (11 620 768)    (10 705 793)             
Occupancy expenses                     (261 055)       (571 036)                
Impairment charges                     (120 602 074)   (24 200 720)             
Other expenses                         (32 097 346)    (13 194 585)             
Finance costs                          (6 585 904)     (13 845 456)             
Loss before tax                        (135 790 227)   (16 382 410)             
Income tax expense                     (171 886)       (734 375)                
Loss for the year                      (135 962 113)   (17 116 785)             
                                                                                
Attributable to:                                                                
Ordinary shareholders of the parent    (135 281 320)   (17 861 561)             
Minority interest                      (680 793)       744 776                  
                                                                                
Loss per share:                                                                 
Basic loss per share (cents)           (10.61)         (1.76)                   
Diluted loss per share (cents)         (10.61)         (1.76)                   
                                                                                
Headline loss reconciliation:                                                   
Loss attributable to ordinary          (135 281 320)   (17 861 561)             
shareholders of the parent                                                      
Adjusted for the after-tax effect of:                                           
Impairment charges                     120 602 074     24 200 720               
Profit on disposal of investments      (1 972 180)     (26 055 067)             
Headline loss for the year             (16 651 426)    (19 715 908)             
                                                                                
Headline loss per share (cents)        (1.31)          (1.95)                   
Diluted headline loss per share        (1.31)          (1.95)                   
(cents)                                                                         
                                      1 275 557 693   1 012 689 261             
Weighted average shares in issue                                                
There are no securities with potential dilutive effects as at 29                
February 2008 (2007: Nil) other than share-based payments granted to            
directors as set out in the financial statements. As Acc-Ross and               
its subsidiaries ("the Group") is reporting a loss for all years                
presented and all potential ordinary shares to be issued to                     
directors are anti-dilutive, diluted loss per share equals basic                
loss per share, and headline loss per share equals diluted headline             
loss per share.                                                                 
                                                                                
Additional information for                                                      
shareholders not forming part of the                                            
audited financial statements                                                    
Loss attributable to ordinary          (135 281 320)   (17 861 561)             
shareholders of the parent                                                      
Adjustment for major non cash flow     199 839 837     42 823 906               
items (see detail)                                                              
Earnings adjusted for major non cash   64 558 517      24 962 345               
flow items                                                                      
Earnings per share adjusted for major  5.06            2.46                     
non cash flow items (cents)                                                     
                                                                                
Condensed Consolidated Cash Flow Statement                                      
for the year ended 29 February 2008                                             
                                     Audited         Audited                    
                                     2008            2007                       
R               R                          
Net cash inflow/(outflow) from        84 406 634      (69 755 032)              
operating activities                                                            
Net cash (outflow)/inflow from        (69 272 686)    1 060 977                 
investing activities                                                            
Net cash inflow from financing        65 443 620      59 140 560                
activities                                                                      
Net increase/(decrease)  in cash and  80 577 568      (9 553 495)               
cash equivalents                                                                
Cash and cash equivalents at          1 638 036       11 191 531                
beginning of the year                                                           
Cash and cash equivalents at end of   82 215 604      1 638 036                 
the year                                                                        
Consolidated Statement of Changes in Equity for the year ended 29 February 2008 
                      Share      Share         Accumulated                      
                      Capital2   Premium2      profit (loss)                    
R          R             R                                
Balance at 1 March     88 193     166 955 063   9 278 274                       
2006                                                                            
Loss for the  year     -          -             (17 861 561)                    
Issue of ordinary                                                               
shares in settlement   16 550     98 824 452    -                               
of liabilities                                                                  
Issue of ordinary      7 500      18 704 317    -                               
shares for cash                                                                 
Share issue costs      -          (3 995 881)   -                               
Acquired from          -          -             -                               
minorities                                                                      
Balance at 28          112 243    280 487 951   (8 583 287)                     
February 2007                                                                   
Loss for the year      -          -             (135 281 320)                   
Issue of ordinary      9 424      29 001 766    -                               
shares in settlement                                                            
of liabilities                                                                  
Allocation of shares   3 449      22 068 245    -                               
to staff and                                                                    
directors for                                                                   
services                                                                        
Issue of ordinary      18 200     106 231 800   -                               
shares for cash                                                                 
Share issue costs      -          (159 110)     -                               
Balance at 29          143 316    437 630 652   (143 864 607)                   
February 2008                                                                   
Table continues:...                                                             
Attributable  Minority    Total                           
                      to equity     interests                                   
                      holders of                R                               
                      parent                                                    
R                                                         
Balance at 1 March     176 321 530   1 123 493   177 445 023                    
2006                                                                            
Loss for the  year     (17 861 561)  744 776     (17 116 785)                   
Issue of ordinary                                                               
shares in settlement   98 841 002    -           98 841 002                     
of liabilities                                                                  
Issue of ordinary      18 711 817    -           18 711 817                     
shares for cash                                                                 
Share issue costs      (3 995 881)   -           (3 995 881)                    
Acquired from          -             112 388     112 388                        
minorities                                                                      
Balance at 28          272 016 907   1 980 657   273 997 564                    
February 2007                                                                   
Loss for the year      (135 281      (680 793)   (135 962                       
                      320)                      113)                            
Issue of ordinary      29 011 190    -           29 011 190                     
shares in settlement                                                            
of liabilities                                                                  
Allocation of shares   22 071 694    -           22 071 694                     
to staff and                                                                    
directors for                                                                   
services                                                                        
Issue of ordinary      106 250 000   -           106 250 000                    
shares for cash                                                                 
Share issue costs      (159 110)     -           (159 110)                      
Balance at 29          293 909 361   1 299 864   295 209 225                    
February 2008                                                                   
2 Includes shares issued and shares contracted for but not yet issued. Full     
details are disclosed in the financial statements                               
COMMENTARY                                                                      
The board of directors presents the Group`s audited results for the year ended  
29 February 2008, reflecting the second year of trading as a listed entity and  
the third year of operations as a Group.  Acc-Ross listed on the Alternative    
Exchange of the JSE Limited ("JSE") on 16 February 2006. These results are      
presented in accordance with IAS 34 Interim Financial Reporting. The accounting 
policies adopted comply with International Financial Reporting Standards        
("IFRS"), and have been consistently applied in all material respects. These    
results have been prepared in terms of accounting policies consistent with the  
prior year.                                                                     
The results have been audited by the company`s auditors, Deloitte & Touche,     
whose unmodified report is available for inspection at the registered office of 
the company.                                                                    
SEGMENTAL REPORTING                                                             
The Group early adopted IFRS 8 Operating Segments during the prior year. This   
Standard requires an entity to report financial and descriptive information     
about its reportable segments, which are operating segments or aggregations of  
operating segments that meet specified criteria. Operating segments are         
components of an entity about which separate financial information is available 
that is evaluated regularly by management. For management purposes, the Group is
organised into two operating segments, namely sale of freehold land and stands  
and advertising on the Acc-Ross web page. The operating segment for Acc-Ross    
Networks (Proprietary) Limited, which conducts the advertising on the web page, 
is immaterial to the Group and therefore the Group`s results materially reflects
the results relating to sale of freehold land and stands.                       
FINANCIAL RESULTS                                                               
The operating results and state of affairs of the Group for the year ended 29   
February 2008 continue to be impacted by non cash flow charges in accordance    
with IFRS and shareholders are advised that the Group has generated positive    
cash flows from operations for the year under review of R84 406 634.  Further   
explanation of the non cash flow charges impacting the Groups` results are      
detailed below, in order to provide further clarity to Acc-Ross shareholders.   
Income statement                                                                
The net loss for the Group was R135 962 113 (2007: R17 116 785) after taxation  
of R171 886 (2007: R734 375).  Loss per share is 10.61 cents (2007: 1.76 cents  
per share), with a headline loss of R16 651 426 or 1.31 cents per share compared
to a headline loss of R19 715 908 or 1.95 cents per share in the prior year.    
For the year under review, revenue was primarily generated by the transfer of   
stands from Phases 2 and 3 of Gardener Ross Golf and Country Estate ("Gardener  
Ross") and from the sale of the development land known as The Bay.  Gardener    
Ross sales declined in relation to the prior year mainly due to the slow down   
experienced in the luxury residential market, higher interest rates and an      
excess of stock in the higher end of the market, although sales in the second   
half of the year have improved over the prior six months. The disposal of The   
Bay for a purchase consideration of R195 550 000 contained provisions for a     
portion of the payment to be deferred, as described in more detail under        
acquisitions and disposals below. As a result, the total revenue recognised in  
the financial statements for this sales transaction is R182 226 334.  Of the R13
273 666 fair value reduction in revenue, R2 787 388 has been recognised as      
interest earned during the current year, with the balance to be earned over the 
remaining period of the outstanding debenture on a pro rata basis.  In addition,
interest income of R4 806 296 was received on the original purchase             
consideration due to delays on the purchaser`s side.                            
Inventory relating to Gardener Ross land sales includes the costs of            
construction of the Gardener Ross Golf course, which cost is included on a pro- 
rata basis in cost of sales, which was in line with the original intention when 
construction of the golf course commenced in 2003 and the basis on which the    
funding and profit share arrangements with Investec Bank Limited were concluded.
Due to the minority shareholders and profit share arrangements in Gardener Ross,
the option for the Group to retain the golf course was not considered to be     
commercially viable.  The balance of the cost of the golf course is included in 
inventory and will have a continuing effect on cost of sales throughout the     
project.  The golf course has been completed and is ready to be handed over to  
the home owners association.  Cost of sales for both Gardener Ross and The Bay  
also includes a large non-cash flow component of original goodwill amounting to 
R4 917 811 and R44 803 000 respectively, which is allocated to the cost of land 
on consolidation.  Further details in relation to the sale of The Bay are set   
out under acquisitions and disposals below.                                     
Income from the disposal of investments was the only other source of income and 
is disclosed separately as "Other gains and losses".                            
Other expenses include a charge of R22 071 694 in the current year for share    
based payments to directors, which issue was approved at a general meeting of   
shareholders.  This expense does not require any cash outflow from the Group and
is not deductible for tax purposes.                                             
Impairment of goodwill for the year amounted to R120 602 074, partly resulted   
from impairment of the project known as The Bay. When the Group acquired Zamien 
Investments 66 (Proprietary) Limited ("Zamien 66"), the subsidiary which owned  
The Bay, it was required to apportion the excess paid above net asset value to  
the underlying assets, with the balance being allocated to goodwill. As a       
result, R44 803 000 was allocated to inventory (being The Bay) in the           
consolidated financial statements, and R72 992 770 to goodwill. During the      
current year, Zamien 66 realised a profit before tax of R77 120 804 following   
the sale of The Bay.  In the Group financial statements however the R44 803 000 
previously attributed to The Bay had to be expensed as cost of sales, reducing  
the profit earned on the transaction by the Group and the headline earnings of  
the Group.                                                                      
In addition, due to the changed intention with regard to The Bay from developing
the property to selling the property, the remainder of the original goodwill of 
R55 658 269 after the recognition of an impairment charge of R17 334 500 in the 
prior year, required full impairment following the sale of the land.            
Other impairments are due to the following:                                     
the impairment of R14 999 900 required for Zeranza 50 (Proprietary) Limited     
("Zeranza"), which company had the rights to develop all the cluster stands at  
Gardener Ross. With the negotiations for the sale over time of all the remaining
cluster stands to Zotos Construction, Zeranza had to be impaired due to the loss
of these rights.                                                                
the impairment of R2 077 942 for Tauve Developments (Proprietary) Limited due to
the sale of the main assets of the company.                                     
an impairment of R47 730 862 for Gardener Ross Holdings Limited ("GRH"), due to 
a recalculation of the expected future value in the company given current market
conditions.                                                                     
the impairment of the investment in Acc-Ross Networks of R135 100 due to the    
cessation of activities in this company.                                        
Finance costs represent those finance charges which are unrelated to projects   
and these declined in the current year due to a reduction in the coupon rate    
attributable to GRH preference shares from 18.75% to 9% for the past year and   
due to a lower level of borrowings over the period.  As a result of the         
redemption of the preference shares just prior to year end, this cost will show 
a further reduction in the coming year.                                         
The taxation expense for the year mainly comprises the current taxation payable 
on the disposal of The Bay, which has been partly offset by the reversal of     
prior year over-provisions and deferred taxation adjustments for timing         
differences and creation of deferred taxation assets in certain subsidiaries in 
respect of tax losses.                                                          
Amounts attributable to minorities relate to the 10% shareholding in Gardener   
Ross and the 12.5% interest in GR Equity (Proprietary) Limited.                 
Balance sheet                                                                   
Non-current Inventory/Freehold land and stands increased from R94 536 260  to   
R144 388 948 primarily due to the acquisition of land at Welvergenoed and Lizard
Point, whilst current Inventory/Freehold land and stands declined from R368 321 
418 to R220 145 149 due to the sale of The Bay and on ongoing sales of stands at
Gardener Ross.                                                                  
Goodwill has been impaired from R157 772 084 to R37 605 111 as described above, 
with remaining goodwill primarily relating to Welvergenoed and Gardener Ross.   
Non-current loans and receivables at amortised cost increased as a result of the
debentures receivable in relation to the sale of The Bay, whilst the current    
portion increased by R18 707 111 largely due to a loan made to Golf Club        
(Proprietary) Limited at Gardener Ross.                                         
Non-current and current borrowings have declined due to the redemption of       
preference shares just prior to year end as well as the repayment of            
approximately R70 million funding in relation to The Bay, with certain          
obligations relating to Lizard Point moving from non-current to current.  The   
remaining borrowings in the Group are mainly project related.                   
Cash flow statement                                                             
Net cash inflow from operating activities showed a substantial turnaround to R84
406 634 from an outflow of R69 755 023 in the prior year due to cash generated  
by operations of R93 344 687 in the current year, primarily resulting from      
inflows relating to the sale of The Bay.                                        
Net cash used in investing activities of R69 272 686 is mainly a result of      
credit extended to the purchaser of The Bay.                                    
Net cash generated by financing activities of R65 443 620 is the result of the  
proceeds of shares issued and additional borrowings at Gardener Ross, less funds
used to repay borrowings relating to The Bay and the redemption of preference   
shares at year end.                                                             
NON CASH FLOW CHARGES AND CREDITS                                               
A table analysing the larger non-cash flow charges and credits in the income    
statement is set out below in order to provide additional information to        
shareholders.                                                                   
Description                           29 February     28 February 2007          
                                     2008            R                          
R                                          
Loss attributable to ordinary         (135 281 320)   (17 861 561)              
shareholders                                                                    
Adjustments for major non-cash flow   120 602 074     24 200 720                
items:                                                                          
Impairment charges                                                              
Goodwill realised through cost of     44 803 000      -                         
sales - The Bay                                                                 
Goodwill realised through cost of     4 917 811       18 623 186                
sales - Gardener Ross                                                           
Share based payments                  22 071 694      -                         
Fair value adjustment to revenue of   13 273 666      -                         
The Bay                                                                         
Fair value adjustment relating to     (2 787 388)     -                         
interest on The Bay debentures                                                  
Taxation effect of the fair value     (3 041 020)     -                         
adjustments relating to The Bay                                                 
Total adjustments                     199 839 837     42 823 906                
Earnings adjusted for major non-cash  64 558 517      24 962 345                
flow items                                                                      
ACQUISITIONS AND DISPOSALS                                                      
The disposal of The Bay was approved in the general meeting of Acc-Ross         
shareholders which was held at 10h00 on Monday 28 May 2007 at Arcay House,      
Number 3 Anerley Road, Parktown, Johannesburg. It was agreed that the disposal  
consideration for The Bay R195 550 000 shall be settled through a cash payment  
of R95 550 000 on the date of registration of transfer of the property, with the
balance being settled through the issue of R100 000 000 secured debentures, R20 
000 000 of which was payable 2 months after transfer of the property. As at the 
date of this report, R80 000 000 remains outstanding in terms of the sale       
agreement. As required by IFRS, the sales consideration has been recognised at  
its fair value, and the outstanding debentures have been fair valued            
accordingly. As a result, the total revenue recognised in the financial         
statements for this sales transaction is R182 226 334. Interest earned and      
recognised on the transaction during the year under review amounts to R7 593    
683, of which R2 787 388 arose as a result of the fair value adjustment.        
On 21 May 2007, the Company bought the 20% minority shareholding in Acc-Ross    
Networks (Proprietary) Limited for a purchase consideration of R135 100.        
On 30 May 2007, the Group disposed of its 25% shareholding in Accretio Bond     
Originators (Proprietary) Limited to E. Verster, a related party, for R340 000. 
During May 2007, Gardener Ross Holdings Nominees (Proprietary) Limited sold 4   
703 291 cumulative redeemable preference shares in GRH to Jansk International   
Limited for R5 883 817 (cum div). An amount of R2 990 116 was paid by way of    
settlement of the JCM Trust loan and the balance in cash.                       
On 4 June 2007, the Group bought 7.5% minority shareholding in GR Equity        
(Proprietary) Limited  which company houses the project known as Blue Horizon   
Bay  for a purchase consideration of R300 000.                                  
On 27 June 2007, Accretio Investments (Proprietary) Limited sold its 24.5%      
shareholding in Two Ships Trading 193 (Proprietary) Limited to the Taute Family 
Trust for R425 000.                                                             
On 1 November 2007, the Group increased its shareholding in Zeranza 50          
(Proprietary) Limited from 60% to 100% at a cost of R1.                         
ISSUE OF SHARES                                                                 
On 10 March 2007 the Company issued 77 199 477 shares under its general         
authority to issue shares to settle liabilities of R18 million.                 
On 25 May 2007, the Company issued 60 000 000 shares under its general authority
to issue shares for cash to members of the general public at an issue price of  
50 cents per share, which was a premium to the 30 day volume weighted average   
share price as at the date of approval of the issue by Acc-Ross board of        
directors.                                                                      
The shares listed below were issued to current and former directors of the      
Company at 60 cents each following the approval of a specific authority to issue
shares by shareholders at a general meeting held on 04 October 2007. In         
accordance with IFRS 2: Share-based Payment the shares so issued were treated as
share-based payments expense in the Group`s financial statements, measured at   
the fair value of the shares at grant date as detailed below:                   
On 14 December 2007 the Company issued 5 000 000 shares to A. Wiese. In the     
financial statements of the Group 2 000 000 of the shares have been accounted   
for at 55 cents per share during the financial year which ended on 28 February  
2006, and 3 000 000 of the shares have been accounted for at 64 cents during the
current financial year under review.                                            
On 12 February 2008 the Company issued 20 000 000 shares to W. Robinson, all of 
which were accounted for at 64 cents during the current financial year under    
review.                                                                         
On 19 February 2008 the Company issued 500 000 shares to N. Owen, all of which  
were accounted for at 64 cents during the current financial year under review.  
On 11 January 2008 the Company issued 17 045 153 ordinary shares at 64.6 cents  
each under the general authority to issue shares for cash in settlement of the  
purchase consideration for a portion of the GRH preference shares, at a maximum 
issue price of a 10% discount to the 30 day volume weighted average share price 
as per the JSE Limited as at 20 November 2007.                                  
On 25 February 2008, the Company issued 122 000 000 shares for cash under its   
general authority at an average price of 62.5 cents, being a 10% discount to the
30 day volume weighted average price of its securities in accordance with the   
JSE Listings Requirements.  The majority of the proceeds were used to redeem the
remainder of the GRH preference shares, which were due at 01 March 2008.  GRH   
preference shareholders are also advised that the preference dividend for the 3 
years ended 29 February 2008 has been declared by GRH for a total of 46.5%      
yield, in line with the coupon rate of the GRH preference shares.  The total    
payment to GRH preference shareholders, including the preference dividend,      
amounted to approximately R53 million.  In addition to the redemption of the GRH
preference shares, the Group also entered into an agreement with Investec Bank  
Limited to repurchase the Lizard Point profit share agreement for an amount of  
R12.5 million.                                                                  
DIRECTORS                                                                       
During the year under review and to the date of this report, the following      
director changes occurred.                                                      
Director                    Date appointed      Date resigned                   
                                                                                
AB Mashiatshidi*            07 October 2005     10 March 2008                   
KS Mthembu*                 07 October 2005                                     
EM Sono*                    07 October 2005     04 October                      
                                               2007                             
N Owen                      06 December 2005    14 December                     
                                               2007                             
A Wiese                     28 February 2006                                    
W Robinson                  21 June 2006                                        
MJ Krastanov*               14 April 2008                                       
YT Moerane*                 16 May 2008                                         
* non-executive                                                                 
POST BALANCE SHEET EVENTS                                                       
Acc-Ross has entered into an agreement with Pinnacle Point Holdings             
(Proprietary) Limited, Property Promotions and Management (Proprietary) Limited 
and New Port Finance Company (Proprietary) Limited ("the Sellers"), in terms of 
which Acc-Ross will acquire all of the shares held by the Sellers in all the    
companies which comprises the entire business of the Pinnacle Point Group ("the 
Transaction").                                                                  
As consideration for the Transaction, the Sellers will receive approximately 2.1
billion ordinary shares in Acc-Ross (or whatever number of shares as shall then 
constitute 60% of the Acc-Ross shares then in issue after "the Transaction"), to
be issued as fully paid up shares at an issue price to be agreed between the    
Sellers and those Acc-Ross shareholders who have irrevocably undertaken to      
support the Transaction, limited to a maximum of 71 cents per Acc-Ross share.   
The Sellers are not related parties to Acc-Ross.                                
This Transaction is an affected transaction in terms of the Securities          
Regulation Code. The Acc-Ross board will appoint an independent adviser to      
advise on whether the terms and conditions of the Transaction are fair to the   
Acc-Ross shareholders. The Transaction is subject to the fulfilment of certain  
conditions as previously announced on SENS.                                     
It is the intention of the parties to merge the respective businesses of the    
Group and Pinnacle ("the New Group") in order to exploit the benefits of the    
substantial synergies that exist and cost savings that will be achieved and     
thereby increase shareholder value. In terms of the agreement, Acc-Ross         
representatives of at least 56% of the shareholders` voting rights have         
irrevocably undertaken to support the Transaction and have committed to         
providing on-going support for the New Group.                                   
The New Group will have significant residential, leisure, hotel, retirement,    
commercial and gaming development opportunities. These assets are situated in   
South Africa, Seychelles, Nigeria and Mozambique. The majority of the combined  
projected revenue from existing opportunities will be generated in Euros and US 
Dollars.                                                                        
The combined operations will give the New Group the critical mass to finance new
projects on more favourable terms and give it easier access to large development
opportunities both in South Africa and beyond the borders of South Africa. The  
Pinnacle Group have built a formidable "in house" sales, marketing and          
development capability, which should benefit Acc-Ross. Various other "in house" 
capabilities, such as project management skills, fractional unit management,    
hotel and leisure capabilities, etc., will be consolidated into the new         
operation thus making these important and scarce skills available "in house" to 
the New Group.                                                                  
Acc-Ross will also obtain the benefit of a BEE partner through the proposed     
merger as a BEE consortium, headed by Lazarus Zim (former Anglo American South  
Africa CEO, Immediate Past President of the Chamber of Mines and current        
chairman of Mvelaphanda Resources, Kombi Iron Ore and Tranship Group) which     
holds a 26% stake in a portion of the Pinnacle Group. Unipalm Investment        
Holdings, which is part of the BEE consortium, has 35 000 previously            
disadvantaged people as shareholders. Pursuant to the approval of the           
Transaction, it is envisaged that Lazarus Zim will be appointed as non-executive
Chairman of Acc-Ross.                                                           
FUTURE PROSPECTS                                                                
Acc-Ross continues to be approached with numerous high quality projects such as 
the transaction outlined under post balance sheet events above.  The Group has  
disposed of its non-core projects, has designed a new business model and has    
improved the Group`s liquidity position as a result of the sale of The Bay.  In 
the short-term it will continue with its current key projects, which will       
ultimately lead to the Group holding various leisure assets at key locations    
from which annuity income can be generated.  The retained portfolio of projects 
is world class and is expected to create sustainable revenue streams into the   
future.  Final rights have been approved for Lizard Point and development of    
this resort will commence in the forthcoming period.                            
With the intended acquisition of the Pinnacle Point Group of companies, details 
of which will be included in a separate circular to shareholders for approval,  
it is anticipated that foreign revenues will constitute a large portion of the  
business going forward.                                                         
DIVIDENDS                                                                       
The directors have decided not to declare a dividend for the year under review  
(2007: RNil).                                                                   
ANNUAL GENERAL MEETING                                                          
Shareholders are advised that the Group`s annual report is being finalised and  
will be posted to shareholders shortly. The date of the annual general meeting  
has been set for 11h00 on Thursday, 10 July 2008 and will be held at Arcay House
II, Number 3 Anerley Road, Parktown, Johannesburg.                              
By order of the Board                                                           
KS Mthembu                      W Robinson.                                     
Acting Chairman                 Chief Executive Officer                         
23 May 2008                                                                     
Johannesburg                                                                    
Registered Office                                                               
Arcay House Number 3 Anerley Road Parktown Johannesburg 2193                    
PO Box 62397 Marshalltown Johannesburg 2107                                     
Directors                                                                       
KS Mthembu*(Chairman) W Robinson (CEO) A Wiese MJ Krastanov*                    
YT Moerane*                                                                     
* Non-executive                                                                 
Designated Advisor         Transfer Office                                      
Arcay Moela Sponsors       Computershare Investor Services                      
                          (Proprietary) Limited                                 
Date: 23/05/2008 10:50:01 Produced by the JSE SENS Department.                  
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