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SUL
SUL
SUL - Sab&T Ubuntu Holdings Limited - Abridged audited financial statements for
the 12 months ended 29 February 2008
SAB&T UBUNTU HOLDINGS LIMITED
(formerly Abrina 4166 Limited)
(Incorporated in the Republic of South Africa)
Registration number : 2006/029387/06
JSE Share Code: "SUL"
ISIN Code : ZAE000088837
Abridged Audited Financial Statements for the 12 months ended 29 February 2008
Revenue increased by 62%
Operating profit increased by 95%
EBITDA increased by 78%
Earnings for the period increased by 26%
Headline earnings per share increased by 37%
Basic earnings per share increased by 16%
Audited Audited
29 Feb 2008 28 Feb 2007 %
R`000 R`000 change
INCOME STATEMENT
Revenue 138,625 85,459 62
Operating profit 19,661 10,079 95
Investment revenue 1,106 266
Fair value adjustments (801) 434
Loss on disposal of (1,301) -
associate
Income from equity 177 255
accounted investments
Finance cost (101) (51)
Profit before taxation 18,741 10,983 71
Taxation (6,208) (1,069)
Earnings for the period 12,533 9,914 26
Attributable to:
Equity holders of the 11,403 9,829
company
Minority interest 1,130 85
Reconciliation of
headline earnings:
Earnings for the period 11,403 9,829
Loss on disposal of 1,301 -
associate
Impairment loss 801
Headline earnings 13,505 9,829
Weighted average number 282,967 282,300
of shares (`000)
Basic earnings per share 4.03cps 3.48cps 16
Headline earnings per 4.77cps 3.48cps 37
share
Fully diluted earnings 3.92 cps 3.48cps
per share
Fully diluted headline 4.64 cps 3.48cps
earnings shares per
share
Audited Audited
29 Feb 2008 28 Feb 2007
R`000 R`000
ABRIDGED BALANCE SHEET
As at 29 February 2008
ASSETS
Non current assets 39,538 27,969
Property, plant and equipment 3,946 1,912
Goodwill 26,144 20,869
Investments in associates 285 2,335
Loans to group companies 504 801
Loans to shareholders 526 -
Other financial assets 6,124 -
Deferred taxation 2,009 2,052
Current assets 56,329 38,341
Inventory 22 -
Other financial assets 124 -
Trade and other receivables 38,499 22,028
Current tax receivables 33 43
Cash and cash equivalents 17,651 16,270
Non-current assets held for sale - 989
Total assets 95,867 67,299
EQUITY AND LIABILITIES
Shareholders` Funds 66,814 54,196
Share capital and premium 46,983 44,103
Foreign Currency Translation 26 -
Reserve
Retained income 18,402 9,829
Minority interest 1,403 264
Non-current liabilities 1,025 814
Loans from shareholders 193 814
Other financial liabilities 832 -
Current liabilities 28,028 12,289
Trade and other payables 20,865 8,618
Taxation 5,032 2,211
Provisions 1,131 1,460
Bank overdraft 1,000
Total equity and liabilities 95,867 67,299
NAV per share 23.02cps 19.20cps
Tangible NAV per share 14.01cps 11.81cps
Shares in issue at year end (`000) 290,300 282,300
ABRIDGED STATEMENTS OF CHANGES IN EQUITY For the 12 months ended 29 February
2008
STATEMENT Share Share Total Foreig Retained Total Mino Total
OF CHANGES Capita Premium Share n income attribut rity equity
IN EQUITY l R`000 Capita curren able inte
R`000 l cy to rest
transl equity
ation holders
reserv of the
e group
Balance as - - - - - - - -
at 01 March
2006
Changes in
equity
Profit for - - - 9,829 9,829 85 9,914
the year
Issue of 28 44,075 44,103 - 44,103 - 44,103
shares
Business - - - - - 179 179
combination
s
Total 28 44,075 44,103 9,829 53,932 264 54,196
changes for
the period
Balance as 28 44,075 44,103 9,829 53,932 264 54,196
at 28
February
2007
Currency 26 - 26 - 26
translation
differences
Net Income 26 - 26 - 26
(expenses)
recognized
directly in
equity
Profit for - - - - 11,403 11,403 1,13 12,533
the period 0
Issue of 1 2,879 2,880 - - 2,880 - 2,880
shares
Dividends - - - - (2,830) (2,830) - (2,830)
paid
Business - - - - - - 9 9
combination
s
Total 1 2,879 2,880 26 8,573 11,479 1,13 12,618
changes for 9
the period
Balance as 29 46,954 46,983 26 18,402 65,411 1,40 66,814
at 29 3
February
2008
Audited Audited
29 Feb 2008 28 Feb
R`000 2007
R`000
ABRIDGED CASH FLOW STATEMENT
Cash flows from operating
activities
Cash generated from 17,367 6,275
operations
Interest income 1,106 146
Dividends received - 120
Finance costs (101) (51)
Tax paid (3,466) (882)
Net cash from operating 14,906 5,608
activities
Cash flows from investing
activities
Acquisitions of property, (2,293) (63)
plant and equipment
Sale of property, plant, 1,048 -
equipment
Loans repaid - (769)
Proceeds from disposal of 926 -
associates
Loans advanced to group (3,459) -
companies
Acquisition of business (1,341) 955
combinations
Acquisitions of financial (6,248) -
assets
Net cash from investing (11,367) 123
activities
Cash flows from financing
activities
Increase in financial 832 -
liabilities
Dividend paid (2,830) -
Proceeds on share issue - 11,103
Repayment of other financial - (17)
liabilities
Loans from group companies - 17
Repayment of shareholders (1,160) (564)
loan
Net cash from financing (3,158) 10,539
activities
Total cash movement for the 381 16,270
period
Cash at the beginning of the 16,270 -
period
Total cash at end of the 16,651 16,270
period
COMMENTARY
The Board of Directors of SAB&T Ubuntu Holdings is pleased to present the
audited financial results of the Group for the year ended 29 February 2008.
1 NATURE OF BUSINESS
SUL operates in the financial consulting services industry and offers the
following consulting products:
* Accounting, Taxation and Secretarial Services;
* Financial and Management Consulting;
* Internal Audit and Corporate Governance Services;
* Forensic Investigations and Insolvencies;
* Human Capital Placement and Consulting;
* Entrepreneurial Business Services; and
* Information Technology Services, including the provision of internet
connectivity.
2 FINANCIAL REVIEW AND PERFORMANCE
The Group`s results for the year exceeded prior year results, in particular:
* Revenue increased by 62%;
* Headline earnings increased by 37%;
* Operating profit increased by 95%;
* Earning before Interest, Tax, Depreciation and Amortization increased by
78%; and
* Earnings for the period increased by 26%, after an increased effective tax
rate in the current financial year due to the utilisation of assessed loses
incurred in the prior year.
The main factors contributing towards the higher than expected results were
higher than expected operating results from SAB&T Business Innovations Group
(Pty) Ltd, Virtually HR (Pty) Ltd and also contributions made by acquisitions
made during the year. The full year effect of contributions by certain
investments is expected to be realized during the 2009 financial year.
The following adjustments were made to basic earnings to determine headline
earnings:
* The Group incurred a loss of R1, 3 m after disposing of its investment in
BL Recruitment (Pty) Ltd; and
* The negative fair value adjustment of R0.8m refers to impairment of certain
investments.
The Group is cash positive with net cash balances at year end exceeding R 16m.
SEGMENTAL REPORTING
Total Professional Human Information
Services Resources Technology
R`000 R`000 R`000 R`000
Revenue 138,625 117,820 18,858 1,947
Profit /
(Loss) 12,533 10,738 1,956 (161)
4 SHARE CAPITAL
The share capital and premium increased due to the issue of 8 million new
ordinary shares at R0.36 to Cortell shareholders on acquisition of 51% stake in
Cortell Corporate Performance Management (Pty) Ltd.
5 BUSINESS COMBINATIONS
The Group made the following acquisitions during the year:
Company Price % Equity Profit/ Date of Consideration
(Loss) acquisition
R`000
Cortell R5.76m 51% R312 1 October 8m shares on
Corporate 2007 acquisition and a
Performance further 8m shares
Management on fulfillment of
(Pty) Ltd certain
conditions.
Applebox R0.05m 55% R38 1 March 2007 R0.05m in cash.
Accounting
SAB&T (UK) R1.5m 100% R371 1 December R0.75m in cash
Ltd 2007 and a further
R0.75m in cash on
fulfillment of
certain
conditions.
6 ACCOUNTING POLICIES
Basis of Presentation
The abridged annual financial statements for the year ended 29 February 2008
incorporate extracts of the group`s unqualified audited financial statements and
are prepared in accordance with International Financial Reporting Standard
("IFRS"), the Listing Requirements for the JSE Limited, the presentation and
disclosure requirements of IAS 34 (Interim Financial Reporting) and the
Companies Act of South Africa. For a better understanding of the Group`s
financial position and results of the operations, these abridged financial
statements are to be read in conjunction with the Group`s audited annual
financial statements for the year ended 29 February 2008 which include all
disclosures required by IFRS, which are expected to be posted on or about 28
May 2008.
The accounting policies applied in the preparation of the financial statements
are consistent with those applied in the annual financial statements for the
year ended 28 February 2007.
7 AUDIT REPORT
The annual financial statements for the year ended 29 February 2008 have been
audited by PKF (Pretoria) Incorporated, and their unqualified audit report is
available for inspection at the Company`s registered office.
8 GOING CONCERN
The Group financial statements have been prepared on the going concern basis
since the directors have every reason to believe that the Group will continue
operations in the foreseeable future.
9 CORPORATE GOVERNANCE
The Board is committed to the promotion of good corporate governance as set out
in King II report on Corporate Governance in South Africa. The Board recognises
the need for adherence to the report and is continuing to implement procedures
in order to ensure that the Group has an effective corporate governance policy
and framework.
10 DIVIDENDS
In line with the company`s stated dividend policy of declaring up to 30% of
HEPS, a final cash dividend of 1,5c per share was declared on 15 April 2008,
payable to shareholders recorded in the books of the company at close of
business on Friday, 16 May 2008.
11 SUBSEQUENT EVENTS
Shareholders are referred to the various announcements during April and May 2008
relating to the offer by SIMEKA to acquire the entire issued share capital of
SUL.
The Board recommended that shareholders accept the offer after receiving a fair
and reasonable opinion from independent advisors.
The rationale for the proposed transaction is based on the synergies in ICT,
Business Support Services and Public Sector opportunities between SIMEKA and
SUL.
At the date of this announcement shareholders in excess of 90% have accepted the
offer which will be effective 2 June 2008.
For and on behalf of the Board:
J van Rooyen B. Adam
Chairman Chief Executive Officer
12 CORPORATE INFORMATION
Registered Office: Transfer Secretary:
119 Witch-Hazel Avenue Computershare Investor Services 2004 (Pty) Ltd
Highveld Technopark Registration number: 2004/003647/07
Centurion 70 Marshall Street
0046 Johannesburg, 2001
Postal address: Company Secretary:
P.O. Box 10512 Fusion Corporate Secretarial Services (Pty) Ltd
Centurion Office B1, Podium House No.1
0046 Corner Lois & Atterbury Road
Menlyn, 0181
Corporate and Designated Advisors: Auditors:
The River Group PKF (Pretoria) Incorporated
Parc Nouveau Building 105 Club Avenue, Waterkloof Heights
225 Veale Street, Brooklyn Pretoria, 0181
Pretoria, 0181 P O Box 98060
Waterkloof Heights, 0065
Directors:
J van Rooyen* (Chairman)
F Jakoet*
B Adam
N Singh
S Makamure
* Non- Executive
Date: 28/05/2008 09:00:01 Produced by the JSE SENS Department.
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