| Wed 2 Jul 2008, 16:36 | | ERB - Erbacon Investment Holdings Limited - Posting of Annual Report, Abridged |
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ERB
ERB
ERB - Erbacon Investment Holdings Limited - Posting of Annual Report, Abridged
Consolidated Financial Statements, Change Statement and Notice of Annual General
Meeting ("AGM")
ERBACON INVESTMENT HOLDINGS LIMITED
(Registration Number: 2007/014490/06)
("Erbacon" or "the Company")
Share Code: ERB ISIN: ZAE000111571
Posting of Annual Report, Abridged Consolidated Financial Statements, Change
Statement and Notice of Annual General Meeting ("AGM")
1.Posting of Annual Report
Pursuant to paragraph 3.21 of the Listings Requirements of the JSE Limited,
the Company hereby informs shareholders that the Annual Report will be posted to
shareholders on 3 July 2008.
2.Abridged Annual Financial Statements (R million`s) 2008 2007
Condensed Group Income Statement for the year ended 29 February 2008
Revenue 225 118
Cost of sales (160) (88)
Gross profit 65 30
Other income - 1
Administrative and operating expenses (19) (10)
Operating profit 46 21
Finance income 1 -
Finance costs (2) (1)
Profit before taxation 45 20
Taxation (13) (7)
Net profit for the year attributable to ordinary
shareholders 32 13
Reconciliation of headline earnings:
Profit attributable to ordinary shareholders 32 13
Adjustment for non-trading items:
Loss/(profit) on disposal of plant 2 (1)
Headline earnings 34 12
Earnings per share (cents)
Basic 31.12 12.89
Headline 33.31 12.34
Weighted average number of shares in issue (thousands) 101,800 96,945
Condensed Group Balance Sheet as at 29 February 2008
ASSETS
Non-current assets
Property, plant and equipment 20 7
Plant for hire 43 23
Premium to be allocated 54 -
117 30
Current assets
Trade and other receivables 108 27
Inventories 9 -
Cash and cash equivalents 42 -
159 27
TOTAL ASSETS 276 57
EQUITY AND LIABILITIES
Equity
Share capital and share premium 244 194
Common control deficit (177) (177)
Shares to be issued 51 -
Retained earnings 41 9
159 26
Non-current liabilities
Borrowing 11 7
Deferred tax liabilities 3 1
14 8
Current liabilities
Trade and other payables 80 13
Borrowings 13 6
Current income tax liability 10 4
103 23
TOTAL EQUITY AND LIABILITIES 276 57
Total number of shares in issue (thousands) 116,364 96,945
Supplementary information:
Capital expenditure 39 20
Capital commitments
authorised by directors and contracted for 7 -
authorised by directors not yet contracted for 12 -
Condensed Group Cash Flow Statement for the year ended 29 February 2008
Cash receipts from customers 195 111
Cash paid to suppliers and employees (163) (88)
Cash generated from operations 32 23
Net finance income/(cost) (1) (1)
Tax paid (7) (4)
Net cash from operating activities 24 17
Acquisition of subsidiary-net cash acquired 1 -
Acquisition of property, plant and equipment (9) (5)
Acquisition of plant for hire (30) (14)
Proceeds on disposal of property, plant and equipment - 1
Proceeds on disposal of plant for hire 2 1
Net cash from investing activities (36) (17)
Net proceeds on share issue 51 -
Movement in borrowings 4 4
Dividends paid - (4)
Net cash from financing activities 55 -
Net movement in cash and cash equivalents 42 -
Cash and cash equivalents at the beginning of the year - -
Cash and cash equivalents at the end of the year 42 -
Condensed Group Statement of Changes in Equity for the year ended
29 February 2008
Share Share Total Share Common
Capital Premium Capital and Control
Premium Deficit
Balance as at 1 March 2006 - - - -
Issue of shares 1 193 194 (177)
Profit for the year - - - -
Dividends - - - -
Balance as at 28 February
2007 1 193 194 (177)
Profit for the year - - - -
Issue of shares - 53 53 -
Share issue expenses - (3) (3) -
Acquisition of subsidiary - - - -
Balance as at 29 February
2008 1 243 244 (177)
Shares to Retained Total
be issued Earnings Equity
Balance as at 1 March 2006 - 17 17
Issue of shares - (17) -
Profit for the year - 13 13
Dividends - (4) (4)
Balance as at 28 February 2007 - 9 26
Profit for the year - 32 32
Issue of shares - - 53
Share issue expenses - - (3)
Acquisition of subsidiary 51 - 51
Balance as at 29 February 2008 51 41 159
Basis of preparation of the Abridged consolidated annual financial statements
The abridged consolidated annual financial statements are prepared in
accordance with, and containing the information required by, IAS 34: Interim
Financial Reporting, International Financial Reporting Standards (IFRS), the
International Financial Reporting Interpretations Committee (IFRIC)
interpretations adopted by Accounting Practices Board and the Companies Act of
South Africa. The abridged consolidated annual financial statements are
prepared under the historical cost convention.
The abridged consolidated annual financial statements have been extracted from
the annual financial statements for the year ended 29 February 2008 on which
PricewaterhouseCoopers Inc. issued an unmodified audit report. This report is
available for inspection at the Company`s registered office.
3.Change Statement
The changes from the Reviewed Provisional Report for the year ended 29
February 2008, released on SENS on Monday 26 May 2008, relate to the
re-classification and revaluation of certain balance sheet items in respect of
the treatment of the deferred purchase consideration of Davgram Construction
(Pty) Ltd (trading as "Armstrong Construction"). The changes did not have
any cash flow or income statement effect.
On 28 February 2008, the acquisition of all of the shares in issue and
claims against Armstrong Construction were concluded, with the required
clearance having been obtained from the Competition Commission authorities.
Accordingly, the Armstrong Construction balance sheet was consolidated in the
Group balance sheet as at 28 February 2008.
In the Reviewed Provisional Report, the total purchase consideration,
determined in terms of the Disposal of Shares and Claims agreement, was
classified as a current liability under trade and other payables in the balance
sheet. This purchase consideration comprised R20 million cash and an allotment
of 11 171 329 ordinary shares (allotment approved by the JSE) and 9 267 482
ordinary shares (allotment approval to be obtained from the JSE) at a share
price of R2,86 per share in terms of the Disposal of Shares and Claims
Agreement. In terms of IFRS 3: Business Combinations, the purchase
Consideration to be settled with shares should be measured at the fair value
of the shares at the acquisition date of 28 February 2008 which is R2,50 per
share. The cash portion of the purchase consideration (R20million) is still
classified as a current liability in trade and other payables in the balance
sheet. The purchase consideration to be settled with the allotment of shares
has been classified as equity under shares to be issued in the balance sheet.
The effect on the consolidated balance sheet is as follows:
Annual Reviewed
Financial Provisional
Statements Report
(R million`s) 2008 2008
Equity
Share Capital and Share Premium 244,4 244,4
Common Control Deficit (177,2) (177,2)
Purchase Consideration to be settled
in shares 51,1 0
Retained Earnings 40,7 40,7
158,9 107,8
Current Liabilities
Trade and other payables 80,3 138,8
Borrowings 13,2 13,2
Income tax liability 10,1 10,1
103,6 162,1
Non-current assets
Plant for hire 43,0 43,0
Property, plant and equipment 20,0 20,0
Premium to be allocated 54,3 61,6
117,3 124,6
4.Notice of AGM
The AGM of the shareholders of Erbacon will be held in the board room, Mount
Edgecombe Country Club, Golf Course Drive, Gate 2, Mount Edgecombe at 10h30
on Friday, 25 July 2008. Details of the proceedings, and resolutions, are
contained in the aforementioned Annual Report.
Glen Anil, 2 July 2008.
Designated Advisor: Questco Sponsors (Pty) Ltd.
Corporate Advisor: PSG Capital (Proprietary) Limited
Date: 02/07/2008 16:36:01 Produced by the JSE SENS Department.
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