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Mon 23 Jun 2008, 8:00 MIX - Telimatrix Limited - Audited consolidated financial information and
MIX
MIX                                                                             
MIX - Telimatrix Limited - Audited consolidated financial information and       
unaudited illustrative pro forma financial information of Telimatrix for the    
year ended 31 March 2008                                                        
TELIMATRIX LIMITED                                                              
(Incorporated in the Republic of South Africa)                                  
(Registration number 1995/013858/06)                                            
JSE code: MIX   ISIN: ZAE000104683                                              
("TeliMatrix" or "the company" or "the Group")                                  
AUDITED CONSOLIDATED FINANCIAL INFORMATION AND UNAUDITED ILLUSTRATIVE PRO FORMA 
FINANCIAL INFORMATION OF TELIMATRIX FOR THE YEAR ENDED 31 MARCH 2008            
HIGHLIGHTS                                                                      
Pro forma results                                                               
Adjusted HEPS up 33,7% to 12,7 cents per share                                  
`Maiden` dividend declared                                                      
Revenue of R688 million                                                         
R348 million annuity based                                                      
R295 million in foreign currency                                                
Operating margin increased to 23,3%                                             
Cash from operations at 93% of EBITDA                                           
180 000 subscribers                                                             
A WORD FROM THE CEO, STEFAN JOSELOWITZ ("JOSS")                                 
This publication represents the maiden annual results for TeliMatrix as a listed
entity. When we started this business (initially as Matrix Vehicle Tracking)    
some 13 years ago, we were confident that it would grow into an operation of    
substance, but never imagined that today the Group would be a truly global      
service provider operating in more than 75 countries worldwide.                 
As many of our valued investors are aware, we concluded the acquisition of the  
OmniBridge SA and Datatrak UK businesses in October last year and merged them   
with our Matrix operation under the TeliMatrix banner. Barely one month later,  
we listed the enlarged group on the main board of the JSE with the primary      
purpose being to facilitate the acquisition.                                    
With hindsight, I can now confess to some initial trepidation in the enormity of
the task that faced our team back then - through both bedding down a major      
acquisition and managing a complex listing process. I am delighted to report    
that your management team rose to the challenge and we achieved every one of the
major objectives that we set ourselves going into this process.                 
These objectives included:                                                      
Bedding down the acquisition;                                                   
Streamlining our structure;                                                     
Instilling a common focus across the Group;                                     
Achieving a `big win`; and                                                      
Delivering a `solid` set of numbers.                                            
We remain optimistic about the growth prospects of our businesses moving        
forward. Like most businesses we are vulnerable to the interest-rate cycle and  
the depressed state of the vehicle sales market in South Africa is likely to    
dampen growth in our local Matrix business. This is counterbalanced by the      
bullish demand for more effective fleet management solutions in all the         
territories in which we operate with the two main drivers for growth in this    
area being rising fuel-costs and global health-and-safety considerations. Our   
order pipeline is filling up nicely and we recently announced the award of a    
R250 million (five year) debis contract. All-in-all, we believe that your       
management team is equipped to deal with the challenges that the businesses are 
faced with and we believe we are capable of delivering another year of          
impressive growth.                                                              
Dividend                                                                        
Pro forma numbers aside, TeliMatrix as a listed Group has been operating for    
only six months. Despite our pre listing statement that we would not consider a 
dividend in the short term, your board has elected to declare a `maiden`        
dividend of 1,5 cents per share. This is a reflection of our confidence in the  
sustainability of the TeliMatrix business model.                                
A WORD FROM THE CHAIRMAN, RICHARD BRUYNS                                        
I would like to take this opportunity to thank all our people for a job well    
done, it has been a stressful few months, but we have achieved an immense       
amount.                                                                         
To every member of staff, I say thank you from me, Joss, our board, and the     
shareholders - we hope we continue to meet your work expectations into the      
future.                                                                         
To our executive directors, we must also pay tribute to their efforts as they   
have settled the company and set course for the future with amazing speed and   
commitment.                                                                     
To our non-executive directors, thank you for your time and contribution to our 
deliberations. Your counsel, as always, is wise and succinct.                   
BUSINESS OVERVIEW                                                               
TeliMatrix is focused on all levels of vehicle telematics, combining vehicle    
tracking, driver/passenger safety and recovery services with a complete range of
fleet management products and services.                                         
Matrix (MD - Riette Botha)                                                      
Matrix is the largest GSM tracking service in South Africa. In keeping with our 
vision, Matrix this year also took the first step in globalising the vehicle    
tracking and recovery business by appointing distribution partners in both      
Nigeria and Pakistan. Both countries will contribute to the Matrix annuity base.
Matrix`s core activity is vehicle recovery and the business operates a network  
of dedicated air and ground response teams throughout South Africa.             
OmniBridge SA (MD - Charles Tasker)                                             
OmniBridge specialise in the design, development and sale of fleet management   
products and services for the commercial vehicle market globally, we own the    
intellectual property for our comprehensive range of vehicle and driver         
management products, currently marketed as the VDO Fleet Manager range. These   
products and services include a full suite of functionality that forms the basis
of a wide range of fleet solutions, primarily targeted at driver safety,        
productivity and risk management. The OmniBridge products are sold globally in  
75 countries.                                                                   
Datatrak UK (MD - Terry Buzer)                                                  
Born out of the acquisition of the Siemens fleet management business in 2007,   
Datatrak UK forms the hub of the group`s sales distribution into Europe and the 
Middle East with offices in the UK and Germany. This business includes a `track 
and trace` operation via our proprietary network that covers the bulk of the UK.
We are at an advanced stage of preparation for the launch of our Matrix products
into the UK.                                                                    
PRO FORMA INCOME STATEMENT                                                      
The unaudited pro forma Income Statement below has been compiled for            
illustrative purposes only using the audited, or reviewed, underlying financial 
information of the respective entities. By its nature, this information may not 
fairly reflect the financial results of the Group after the acquisitions of     
OmniBridge SA and Datatrak UK.                                                  
The pro forma Income Statement is the responsibility of the directors of        
TeliMatrix. An unqualified reporting accountant`s report was issued on the pro  
forma Income Statement of the Group for the year ended 31 March 2008, as set out
hereafter.                                                                      
                             Financial      OmniBridge SA                       
                             Year to        & Datatrak UK   Consolidation       
31 March 2008  first 6 months  adjustments         
(R`000)                       Note 1         Note 2          Note 3             
Revenue                       504 490        183 057         -                  
Cost of sales                 (199 528)      (58 727)        -                  
Gross profit                  304 962        124 330         -                  
Other operating income        8 229          2 830           -                  
Other operating expenses      (189 724)      (90 386)        -                  
Earnings before interest,     123 467        36 774          -                  
taxation, depreciation and                                                      
amortisation ("EBITDA")                                                         
Depreciation and amortisation (14 358)       (5 712)         -                  
Amortisation arising from     (11 217)       (5 022)         (5 700)            
purchase price allocations                                                      
Operating profit before       97 892         26 040          (5 700)            
interest and tax                                                                
Finance income                1 242          472             -                  
Finance costs                 (16 779)       (1 186)         (6 658)            
Profit before tax             82 355         25 326          (12 358)           
Taxation expense              (25 250)       (11 454)        3 584              
Profit for the period`        57 105         13 872          (8 774)            
Profit on fixed assets (after (34)           -               -                  
tax)                                                                            
Negative goodwill (after tax) -              -               -                  
Headline earnings             57 071         13 872          (8 774)            
Amortisation arising from     7 909          3 515           4 047              
purchase price allocations                                                      
(after tax)                                                                     
Impact of tax rate reduction  (1 651)        -               -                  
arising from purchase price                                                     
allocations                                                                     
One-off adjustments resulting 2 025          3 240           -                  
from business combination                                                       
Adjusted headline earnings    65 354         20 627          (4 727)            
(note 6)                                                                        
Shares in issue (000`s)       -              -               -                  
Earnings per share (cents)    -              -               -                  
Headline earnings per share   -              -               -                  
(cents)                                                                         
Adjusted headline earnings    -              -               -                  
per share (cents)                                                               
Segmental analysis                                                              
Revenue                                                                         
- Vehicle Tracking (Matrix)   300 877        -               -                  
- Fleet Management            203 613        183 057         -                  
(OmniBridge SA and Datatrak                                                     
(UK)                                                                            
Revenue                       504 490        183 057         -                  
EBITDA                                                                          
- Vehicle Tracking (Matrix)   83 601         -               -                  
- Fleet Management            41 413         36 774          -                  
(OmniBridge SA and Datatrak                                                     
(UK)                                                                            
- Unallocated                 (1 547)        -               -                  
EBITDA                        123 467        36 774          -                  
                                          Pro forma       Pro forma             
                                          Year to         Year to               
31 March 2008   31 March 2007         
(R`000)                                    Note 4          Note 5               
Revenue                                    687 547         578 837              
Cost of sales                              (258 255)       (226 795)            
Gross profit                               429 292         352 042              
Other operating income                     11 059          14 992               
Other operating expenses                   (280 110)       (238 430)            
Earnings before interest, taxation,        160 241         128 604              
depreciation and amortisation ("EBITDA")                                        
Depreciation and amortisation              (20 070)        (14 886)             
Amortisation arising from purchase price   (21 939)`       (21 662)             
allocations                                                                     
Operating profit before interest and tax   118 232         92 056               
Finance income                             1 714           595                  
Finance costs                              (24 623)        (22 168)             
Profit before tax                          95 323          70 483               
Taxation expense                           (33 120)        (24 907)             
Profit for the period`                     62 203          45 576               
Profit on fixed assets (after tax)         (34)            (3 118)              
Negative goodwill (after tax)              -               (1 881)              
Headline earnings                          62 169          40 577               
Amortisation arising from purchase price   15 471          15 380               
allocations (after tax)                                                         
Impact of tax rate reduction arising from  (1 651)         -                    
purchase price allocations                                                      
One-off adjustments resulting from         5 265           4 835                
business combination                                                            
Adjusted headline earnings (note 6)        81 254          60 792               
Shares in issue (000`s)                    640 000         640 000              
Earnings per share (cents)                 9,7             7,1                  
Headline earnings per share (cents)        9,7             6,3                  
Adjusted headline earnings per share       12,7            9,5                  
(cents)                                                                         
Segmental analysis                                                              
Revenue                                                                         
- Vehicle Tracking (Matrix)                300 877         276 602              
- Fleet Management (OmniBridge SA and      386 670         302 235              
Datatrak (UK)                                                                   
Revenue                                    687 547         578 837              
EBITDA                                                                          
- Vehicle Tracking (Matrix)                83 601          66 628               
- Fleet Management (OmniBridge SA and      78 187          61 976               
Datatrak (UK)                                                                   
- Unallocated                              (1 547)         -                    
EBITDA                                     160 241         128 604              
NOTES TO THE PRO FORMA INCOME STATEMENT                                         
1. Extracted from the audited financial information of TeliMatrix for the year  
ended 31 March 2008;                                                            
2. Represents the aggregated results of OmniBridge SA and Datatrak UK for the 6 
months ended 30 September 2007, based on the following:                         
Reviewed results of the continuing operations of OmniBridge SA for the 6 months 
ended 30 September 2007;                                                        
Audited results of Datatrak UK for the 4 months ended 30 September 2007 adjusted
to represent 6 months.                                                          
3. Consolidation adjustments represent:                                         
Adjustment to the interest expense to reflect the debt position of the merged   
businesses on the date of the merger of approximately R190 million.             
In terms of IFRS 3: Business Combinations, a preliminary purchase price         
allocation exercise has been completed, resulting in the identification and     
valuation of intangible assets included in the acquisitions (effective date: 1  
October 2007). Intangible assets have been assumed to be amortised over an      
average period of five years. This represents the amortisation of intangible    
assets arising on the acquisition of OmniBridge SA and Datatrak UK. Upon        
finalisation of the purchase price allocation exercise, the value attached to   
the intangible assets could differ from that presented in the audited financial 
results.                                                                        
4. Reflects the pro forma results for the year ended 31 March 2008 as if the    
acquisitions had been effective 1 April 2007.                                   
5. Reflects the pro forma income statement for the year ended 31 March 2007 as  
presented in the pre-listing statement dated 13 September 2007.                 
6. The adjusted headline earnings figures represent the results after           
adjustments to eliminate:                                                       
The IFRS 3 amortisation expense (after tax and impact of change in tax rate) in 
respect of intangible assets with determined useful lives.                      
Any other costs related to the OmniBridge SA and Datatrak UK transactions which 
are not representative of the Group going forward, amounting to R5,3 million and
comprising the following:                                                       
 i.   Write off of distribution rights previously acquired from                 
      TeliMatrix amounting to R0,5 million; and                                 
 ii.  Costs related to the early exercise of share options arising from         
the de-grouping of OmniBridge SA from the vendor`s group amounting        
      to R0,8 million; and                                                      
 iii. Normalisation of the tax liability through elimination of the             
      following:                                                                
Section 45 tax liability within OmniBridge SA arising due to  OmniBridge SA no  
longer forming part of the vendor`s group, amounting to R1,4 million; and       
STC tax liability in Matrix relating to the special dividend payable in terms of
the merger agreement amounting to R2,6 million.                                 
AUDITED FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MARCH 2008                  
CONDENSED CONSOLIDATED INCOME STATEMENT                                         
                                                Year to      9 months to        
                                                31 March     31 March           
(R`000)                                          2008         2007              
Revenue                                           504 490      206 433          
Cost of sales                                     (204 885)   (90 126)          
Gross profit                                     299 605      116 307           
Other operating income                            8 229        132              
Other operating expenses                          (209 942)   (68 380)          
Operating profit before interest and tax          97 892       48 059           
Finance income                                    1 242        363              
Finance costs                                     (16 779)     (6 502)          
Profit before tax                                 82 355       41 920           
Taxation expense                                  (25 250)    (15 735)          
Profit for the period                             57 105       26 185           
Attributable to:                                                                
- Equity holders                                  52 504       19 654           
- Minority shareholders                           4 601        6 531            
                                                 57 105       26 185            
Attributable earnings per share (cents)           11,9         8,2              
Diluted attributable earnings per share (cents)   11,9         8,2              
Dividend per share (cents)                        6,5          11,9             
CONDENSED CONSOLIDATED BALANCE SHEET                                            
31 March     31 March            
(R`000)                                         2008         2007               
Assets                                                                          
Non-current assets                                                              
Property, plant and equipment                   52 036        12 886            
Intangible assets                                695 917      3 649             
Available for sale investment                    5 024       -                  
Deferred income tax asset                       10 337       5 030              
Total non-current assets                         763 314      21 565            
Current assets                                                                  
Inventories                                     59 406        12 942            
Inventories in client vehicles                   24 000       20 412            
Trade and other receivables                      121 540      13 126            
Current income tax asset                         79          62                 
Cash and cash equivalents                        29 590       7 732             
Restricted cash                                  1 000        1 000             
Total current assets                             235 615      55 274            
Total assets                                     998 929     76 839             
Equity and liabilities                                                          
Capital and reserves                                                            
Share capital                                    13           3                 
Share premium                                    770 353      13                
Accumulated losses                              (62 531)     (99 536)           
Fair value and other reserves                    (109 817)   -                  
Total capital and reserves                       598 018     (99 520)           
Minority interest                               -             17 974            
Total equity                                     598 018     (81 546)           
Non-current liabilities                                                         
Interest bearing borrowings                      95 127       34 098            
Deferred income tax liabilities                 40 043       15 195             
Provisions and other liabilities                19 066       -                  
Total non-current liabilities                    154 236      49 293            
Current liabilities                                                             
Trade and other payables                         124 702      43 926            
Current income tax liabilities                   25 287       2 337             
Bank overdraft                                   31 256      -                  
Interest-bearing borrowings                      56 827       62 161            
Provisions and other liabilities                8 603         668               
Total current liabilities                       246 675       109 092           
Total equity and liabilities                    998 929      76 839             
Net asset value per share (cents)                93,4        (34,0)             
Net tangible asset value per share (cents)      (15,3)       (35,5)             
CONDENSED CONSOLIDATED CASH FLOW STATEMENT                                      
                                           Year to      9 months to             
31 March     31 March                
(R`000)                                     2008         2007                   
Operating activities                                                            
Cash generated from operations               114 928      53 982                
Interest received                            1 242        363                   
Interest paid                                (16 257)     (6 502)               
Taxation paid                                (13 023)     (19 761)              
Net cash from operating activities           86 890       28 082                
Investing activities                        (1 958)       (5 703)               
Financing activities                         (97 003)     (18 674)              
Net change in cash and cash equivalents      (12 071)     3 705                 
Foreign currency translation differences     2 673       -                      
Cash and cash equivalents at beginning of    7 732        4 027                 
the period                                                                      
Cash and cash equivalents at end of the      (1 666)      7 732                 
period                                                                          
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                           
                                                31 March     31 March           
(R`000)                                          2008         2007              
Opening balance                                   (81 546)     (79 140)         
Attributable net profit for the period            52 504       19 654           
Minority interest                                 4 601        6 531            
Dividends paid                                                                  
- paid to equity holders                         (15 500)     (28 591)          
- paid to minority                                (5 167)     -                 
Share based payments                              155         -                 
Minority share acquisition                                                      
- Shares issued                                   155 302     -                 
- Minority interest acquired                      (17 407)    -                 
- Transaction with minority                       (137 895)   -                 
Shares issues on business combination, net of     615 048     -                 
listing costs                                                                   
Foreign currency translation differences          27 569      -                 
Revaluation of shareholder loan                   871         -                 
Fair value reserve on available for sale          (517)       -                 
financial asset                                                                 
Closing balance                                   598 018      (81 546)         
NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION                                 
1. Basis of preparation                                                         
The condensed consolidated financial information ("financial information") is   
based on the audited financial statements of the Group for the year ended 31    
March 2008 (which have been prepared in accordance with International Financial 
Reporting Standards ("IFRS"), and has been compiled in accordance with          
International Accounting Standard 34, the Listings Requirements of the JSE      
Limited and the South African Companies Act (1973) as amended. The principal    
accounting policies have been consistently applied for all periods as used in   
the preparation of the latest audited financial statements, with the exception  
of the accounting for the cash sales of tracking units. During the financial    
year under review, the Group deferred revenue relating to the cash sales of     
tracking units and the directly related costs over the contract period. The     
comparative periods have not been adjusted due to the financial impact being    
regarded as not material.                                                       
2. Subsequent events                                                            
The following events have occurred post the balance sheet date:                 
The Group has entered into an agreement to acquire 100% of the equity of        
Tripmaster Corporation Limited, a US company, for a nominal amount with the only
condition outstanding being the formality of SA Reserve Bank approval;          
OmniBridge SA was awarded a five year contract to manage a large portion of the 
debis fleet valued at R250 million;                                             
Certain loans in Matrix were renewed on terms no less favourable than in effect 
at 31 March 2008, and                                                           
On 1 April 2008, Matrix concluded a shareholders agreement to start up a company
in Nigeria (Matrix-V Track Pvt). Matrix has a 60% shareholding in this company. 
3. Comparative figures                                                          
In the prior year, the company changed its year-end from 30 June to 31 March to 
facilitate the OmniBridge SA and Datatrak UK transactions and the subsequent    
listing of the company. The comparative figures shown are therefore for the 9   
months ended                                                                    
31 March 2007.                                                                  
4. Transaction with minority                                                    
Effective 1 October 2007, TeliMatrix acquired the remaining 25% of Matrix held  
by an outside shareholder for a consideration of R155 million which was settled 
by the issue of 80 million TeliMatrix shares.                                   
The Group accounted for this transaction under the economic entity model in     
accordance with IAS27 Consolidated and Separate Financial Statements.           
5. Business combinations                                                        
Effective 1 October 2007 TeliMatrix acquired 100% of the issued share capital   
of:                                                                             
OmniBridge SA and                                                               
Sunstore Limited (the holding company of Datatrak UK)                           
for a consideration of R621 million which was settled by the issue of 320       
million TeliMatrix shares.                                                      
The fair value of the TeliMatrix shares was calculated by an independent        
valuation expert and was determined using a discounted cash flow model and the  
following assumptions:                                                          
Revenue growth rate of 14% per annum,                                           
Weighted average cost of capital of 16,2%,                                      
Tax rate of 29%,                                                                
Terminal growth rate of 4% after year 5, and                                    
A debt burden of R95 million in the business at effective date.                 
If these acquisitions had been effective from 1 April 2007, the Group`s revenue 
would have increased by R183 million and the profit after tax for the year would
have increased by R5 million.                                                   
OmniBridge SA and Datatrak UK contributed revenues of R204 million and profit   
after tax of R13 million to the Group for the year ended 31 March 2008.         
These amounts have been calculated using the Group`s accounting policies. The   
goodwill is attributable to the workforce and intellectual capital of the       
acquired businesses as well as the significant synergies expected to arise after
the acquisition.                                                                
Details of the net assets acquired are as follows:                              
(R`000)                                   Book value      Fair value            
Property, plant and equipment             39 343          40 859                
Intangible assets                         90 124          147 119               
Available for sale investment             4 867           4 867                 
Inventories - other                       35 875          35 133                
Inventories in client vehicles            916             916                   
Trade and other receivables               80 754          80 754                
Cash and cash equivalents                 16 383          16 383                
Borrowings                                (23 166)        (23 166)              
Vendor loans                              (102 293)       (102 293)             
Deferred income tax liabilities           (4 264)         (21 017)              
Trade and other payables                  (51 414)        (51 414)              
Income tax liabilities                    (8 860)         (8 860)               
Provision and other liabilities           (24 714)        (24 714)              
Net asset value/fair value acquired       53 551          94 567                
Purchase consideration                                    621 209               
Acquisition costs                                         1 711                 
Fair value acquired                                       (94 567)              
Goodwill, included in intangible assets                   528 353               
Provisionally allocated:                                                        
- OmniBridge                                              438 773               
- Datatrak                                                89 580                
                                                        528 353                 
Total purchase consideration                              (622 920)             
Add: Settled through equity issue                         621 209               
Add: Cash acquired                                        16 383                
Net cash effect of business combination                   14 672                
The fair value of the businesses acquired has been determined on a provisional  
basis. This is due to certain fair valuations of tangible assets still being    
finalised and an ongoing dispute between the company and the vendors of the     
businesses acquired. This dispute relates to the calculation of the net working 
capital of the businesses acquired as at 1 October 2007. The resolution of this 
dispute could have an impact on either the purchase consideration or fair value 
of assets acquired above.                                                       
6. Changes to share capital                                                     
During the year under review the authorised and issued share capital of the     
company was altered, as follows:                                                
38 705 capitalisation shares of 1 cent each were issued to existing             
shareholders;                                                                   
the authorised and issued share capital was subdivided in the ratio 500:1, into 
shares with a par value of 0,002 cent each; and the authorised share capital was
increased to 1 billion shares of 0,002 cent each; and                           
52,5 million capitalisation shares of 0,002 cent each were issued to existing   
shareholders.                                                                   
The following share issues occurred in the year under review:                   
80 million shares were issued in consideration for the purchase of the remaining
25% of Matrix -refer note 4; and                                                
320 million shares were issued in consideration for the purchase of OmniBridge  
SA and Sunstore Limited (the holding company of Datatrak UK) - refer note 5.    
7. Segmental analysis                                                           
The Group has the following primary reporting segments:                         
Vehicle tracking (Matrix)                                                       
Fleet management (OmniBridge SA and Datatrak UK)                                
                                                 Year to     9 months to        
(R000)                                            31 March    31 March          
                                                 2008         2007              
Segmental analysis                                                              
Revenue                                                                         
- Vehicle Tracking (Matrix)                        300 877     206 433          
- Fleet Management (OmniBridge SA and Datatrak     203 613    -                 
UK)                                                                             
Revenue                                            504 490     206 433          
Segment result                                                                  
- Vehicle Tracking (Matrix)                       75 733      48 059            
- Fleet Management (OmniBridge SA and Datatrak     23 706     -                 
UK)                                                                             
- Unallocated                                      (1 547)    -                 
Operating profit before interest and tax          97 892      48 059            
8. Attributable, headline, diluted attributable and diluted headline earnings   
per share                                                                       
The calculations of attributable, headline, diluted attributable and diluted    
headline earnings per ordinary share is based on attributable, headline and     
diluted attributable and headline earnings of R52,5 million (2007: R19,7        
million), and a weighted average number of shares in issue, as outlined below.  
                                                 Year to     9 months to        
                                                 31 March    31 March           
2008         2007              
Total shares in issue (000`s)                     640 000     240 000           
Weighted average shares in issue (000`s)          440 000     240 000           
Weighted average dilutive shares in issue (000`s) 440 155     240 000           
9.   Dividends                                                                  
A dividend of R15,5 million (2007: R28,6 million) was paid during the year under
review. Using shares in issue of 240 million this equates to a dividend of 6,5  
(2007: 11,9) cents per share.                                                   
10. Contingent liabilities                                                      
10.1 Connection incentives                                                      
The Group has received connection incentives from Mobile Telephone Networks     
(Proprietary) Limited for connecting subscribers to their network. In the event 
that the subscriber contract is terminated during the two year service contract 
period the full amount of the connection incentive received for this subscriber 
contract becomes repayable. In the unlikely event that all subscriber contracts 
were terminated prematurely, the potential liability would amount to R77,6      
million (2007: R69,7 million). No loss is expected under this arrangement.      
10.2 Vehicle Security Association of South Africa (`VESA)                       
As previously reported the Competition Commission has referred a complaint that 
VESA (of which Matrix was a member) had engaged in anti-competitive behaviour.  
This complaint will be heard by the Competition Tribunal in the next few months.
The company has been advised that, due to the nature of the complaint, there    
should be no monetary damages in the unlikely event of an adverse finding. The  
company will continue to incur costs associated with defending this matter.     
10.3 Net working capital dispute                                                
The Group is in dispute with the vendors of Omnibridge SA and Datatrak UK       
regarding the fair value of net working capital in the businesses at the        
effective date of acquisition. The dispute is being resolved in terms of the    
sale of shares agreement. Any award in the Group`s favour will have no material 
impact on earnings and the Group has not accounted for any of the amounts       
claimed in the dispute. In the event the award is not in the Group`s favour,    
management does not expect the impact to be material.                           
11. Capital commitments                                                         
At year-end, capital commitments authorised but not yet contracted for amounted 
to R27,6 million.                                                               
12. Directors                                                                   
During the year, the following changes to the board of directors occurred:      
Gordon Frew resigned on 28 August 2007;                                         
Richard Bruyns, Terry Buzer, Richard Friedman, Afzal Patel, Howard Scott and    
Charles Tasker were appointed on 29 August 2007;                                
Steven Evans was appointed on 1 February 2008, Howard Scott resigned on 28      
February 2008;                                                                  
Tony Welton was appointed as an independent non-executive director on 8 February
2008; and                                                                       
Fundiswa Roji was appointed as an alternate non-executive director to Afzal     
Patel on 14 March 2008.                                                         
13. Independent audit                                                           
The condensed consolidated financial information has been audited by our        
auditors, PricewaterhouseCoopers Inc., who have performed their audit in        
accordance with International Standards on Auditing. A copy of their unqualified
audit report is available for inspection at the registered office of the        
company.                                                                        
DIVIDEND DISTRIBUTION                                                           
Shareholders are advised that the directors have resolved to declare a cash     
dividend of 1,5 cents per share for the year ended 31 March 2008.               
The salient dates are as follows:                                               
Last date to trade cum dividend     Friday, 1 August 2008                       
Trading ex dividend commences       Monday, 4 August 2008                       
Record date                         Friday, 8 August 2008                       
Payment date                        Monday, 11 August 2008                      
Shares may not be de-materialised or re-materialised between Monday, 4 August   
2008 and Friday, 8 August 2008, both dates inclusive.                           
23 June 2008                                                                    
TELIMATRIX LIMITED                                                              
Registered Office:                                                              
Matrix Corner, Howick Close, Waterfall Park, Midrand.                           
Directors:                                                                      
SR Bruyns (Chairman); SB Joselowitz (CEO); R Botha; TE Buzer; SPJ Evans; RA     
Frew; R Friedman; AR Patel; CWR Tasker; AR Welton; Ms F Roji (alternate).       
Company Secretary:                                                              
Probity Business Services (Proprietary) Limited.                                
Reporting Accountants:                                                          
PricewaterhouseCoopers Advisory Services (Proprietary) Limited.                 
Auditors:                                                                       
PricewaterhouseCoopers Inc.                                                     
Sponsors:                                                                       
Java Capital (Proprietary) Limited                                              
Date: 23/06/2008 08:00:03 Produced by the JSE SENS Department.                  
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