| Mon 2 Jun 2008, 7:05 | | AFP - Alexander Forbes Preference Share Investments Limited - Reviewed Results |
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AFP
AFP
AFP - Alexander Forbes Preference Share Investments Limited - Reviewed Results
For The Period Ended 31 March 2008
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
REVIEWED RESULTS FOR THE PERIOD ENDED 31 MARCH 2008
Review of activities
Alexander Forbes Preference Share Investments Limited ("AF Pref") was
incorporated on 10 October 2006 with the sole purpose of being the special
purpose vehicle through which existing shareholders of Alexander Forbes Limited
could remain invested following the private equity buyout of the Alexander
Forbes group.
AF Pref holds 26.5% of the ordinary shares in Alexander Forbes Equity Holdings
(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 ("AF
PIK"), 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 the AFEH and its subsidiaries. AF Pref`s results are
therefore presented for the thirteen months ended 31 March 2008, but include
only eight months of trading results covering the period from the effective date
of acquisition of AFEH on 26 July 2007 up to the financial year end.
This results announcement should be read in conjunction with the 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 AF PIK.
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
30 May 2008
Abridged income statement for the thirteen months ended 31 March 2008 (including
eight months of trading results for the acquired AFEH group)
31 March
2008
Notes Rm
Interest income - PIK debentures 90
Interest expense- Debentures (90)
Share of loss of associate (44)
Loss before taxation (44)
Taxation expense -
Loss for the period (44)
Attributable to:
Ordinary shareholders 2 -
Preference shareholders 2 (44)
(44)
Headline loss per share (cents)
- per ordinary shares 3 -
- per preference shares 4 (50)
Basic loss per share (cents)
- per ordinary shares 3 -
- per preference shares 4 (44)
Abridged balance sheet as at 31 March 2008
31 March 28
February
2008 2007
Notes Rm Rm*
ASSETS
Investment in associate 5 1,077 -
Investment in PIK debentures 840 -
Cash and cash equivalents 1 -
Total assets 1,918 -
EQUITY AND LIABILITIES
Ordinary shareholders` equity* - -
Preference shareholders` interest - 1,122 -
component of linked units
Accumulated loss (44) -
Total equity 1,078 -
Debentures - component of linked 840 -
units
Total liabilities 840 -
1,918 -
Total equity per above 1,078 -
Number of shares in issue 1 1
Net asset value per ordinary share 1,078 -
*The balance sheet at 28 February 2007 reflects assets and equity with a value
of R1 each.
Abridged cash flow statement for the thirteen months ended
31 March 2008 (including eight months of trading results for the acquired AFEH
group)
31 March
2008
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 activities (1,871)
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 PERIOD 1
Abridged statement of changes in equity
for the thirteen months ended 31 March 2008 (including eight months of trading
results for the acquired AFEH group)
Ordinary Preference Accu-
Share- Share- mulated Total
holders` holders`
equity* interest loss equity
Rm Rm Rm Rm
At 28 February 2007 - - - -
Shares issued on the - 1,122 - 1,122
effective date, 26
July 2007
Loss for the period - - (44) (44)
At 31 March 2008 - 1,122 (44) 1,078
*The issued ordinary share capital of the company at 31 March 2008 and 31 March
2007 is R1.
NOTES
1. Basis of preparation
The results have been prepared in accordance with, and comply with,
International Financial Reporting Standards ("IFRS") and the South African
Companies Act No 61 of 1973, as amended.
The accounting policies applied in the preparation of these results are
consistent with those detailed in the pre-listing statement issued by AF Pref on
10 July 2007. There have been no new standards or interpretations, which have
had a material effect on the results.
AF Pref did not trade prior to its acquisition of an associate investment in
AFEH on 26 July 2007. Thus, there are no income statement and cash flow
comparative figures for the prior reporting period.
2. 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.
31
March
2008
Rm
3. Reconciliation of headline earnings per
ordinary share Basic earnings and headline
earnings per ordinary share are both nil as a
result of the preferential economic rights of
preference shareholders (refer pre-listing
statement of AF Pref).
4. Reconciliation of headline earnings per
preference share
Earnings attributable to preference shareholders (44)
(IAS 33 earnings)
Adjusting items:
Equity accounted share of capital gains net of (10)
impairment charges of associate (IAS 31)
Equity accounted share of discontinued operation 6
of associate (IAS 31)
Tax effect of above adjustment (2)
Headline earnings attributable to preference (50)
shareholders
Weighted average number of preference shares in 100
issue (mills)
Headline earnings per preference share (cents) (50)
5. Investment in associate
Investment in AFEH:
Cost 1,121
Equity accounted results for the period (44)
Carrying value in balance sheet 1,077
Directors` valuation of associate 1,121
The directors are of the opinion that their value of the investment in AFEH of
R1 121 million is appropriate. The trading results of the underlying Alexander
Forbes group for the current year were in line with those expected at the
effective date. The equity accounted loss in the current year can be largely
attributed to one-off costs resulting from the acquisition of the Alexander
Forbes group and a non-cash amortisation charge of intangible assets arising
from the business combination.
The consolidated results of AFEH are available to all shareholders of AF Pref
and are published in a separate announcement.
Review opinion
Our auditors, PricewaterhouseCoopers Inc, have reviewed the abridged financial
information in this report for the period ended 31 March 2008. A copy of their
unqualified review report is available upon request.
Independent directors: J R P Doidge, S Gaskell
Company secretary: J E Salvado
Transfer secretaries: Computershare Investor Services (Pty) Limited.
Ground Floor, 70 Marshall Street, Johannesburg.
PO Box 61051, Marshalltown, 2107
Investor relations: D Kotzen
Registered office: 6th Floor, Mariendahl House, Newlands on Main,
Main Road, Newlands, Cape Town, 7000
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: ZAE000098067
Date: 02/06/2008 07:05:01 Produced by the JSE SENS Department.
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