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TBX
TBX
TBX - Thabex - Abridged Results And Important Shareholder Information
THABEX LIMITED
("Thabex" or "the Company")
Registration No 1988/000763/06
(Incorporated in the Republic of South Africa)
JSE share code: TBX
ISIN Code: ZAE000013686
Young Lions Exploring Africa
CHANGE STATEMENT, ABRIDGED GROUP RESULTS FOR THE YEAR ENDED 29 FEBRUARY
2008, NOTICE OF ANNUAL GENERAL MEETING, PRO FORMA FINANCIAL EFFECTS OF THE
DISPOSAL OF THE INTEREST IN ANGEL DIAMONDS (PTY) LTD AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. CHANGE STATEMENT
Shareholders are hereby advised that the Annual Report will be posted to
shareholders today, 15 October 2008. This report contains the abridged
annual financial statements for the year ended 29 February 2008 and contains
certain modifications, as indicated in the notes, to the provisional results
which were released on SENS on 9 June 2008.
ABRIDGED GROUP RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2008
CONSOLIDATED BALANCE SHEET Year Year
ended ended
29 28
February February
2008 2007
Audited Audited
R`000 R`000
Assets
Non-current assets 16 505 10 888
Plant and equipment 4 637 3 602
Exploration & evaluation assets 11 868 7 286
Current assets 2 249 6 605
Inventories 1 276 1 541
Short-term investments 273 912
Trade and other receivables 344 1 033
Short-term loans 122 2 106
Cash and cash equivalents 234 1 013
Total assets 18 754 17 493
Equity and liabilities
Capital and reserves 15 516 15 448
Share capital 2 101 1 701
Share premium reserve 24 665 17 203
Accumulated loss (11 250) (3 456)
Current liabilities 3 238 2 045
Bank overdraft 371 -
Trade and other payables 1 999 2 045
Short-term loans 243 -
Taxation payable 625 -
Total equity and liabilities 18 754 17 493
Shares in issue 21 006 17 006
887 887
Net asset value per share (cents) 73.86 90.83
Net tangible asset value per share 17.36 47.99
(cents)
CONSOLIDATED INCOME STATEMENT
Revenue 430 80
Cost of sales (394) (71)
Gross profit 36 9
Other operating income 1 358 472
Administration expenses (1 265) (2 995)
Other operating expenses (7 914) (4 759)
Loss from operating activities (7 785) (7 273)
Finance income 125 671
Finance expenses (134) (4)
Loss before taxation (7 794) (6 605)
Taxation - -
Loss for the year (7 794) (6 605)
Attributable to:
Equity holders of the parent (7 794) (6 605)
Minority interest - -
Weighted average of number of shares in 19 247 17 006
issue 324 887
Basic loss per share (cents) (40.49) (38.84)
Diluted loss per share (cents) (40.49) (38.84)
Headline loss per share (cents) (45.69) (38.84)
RECONCILIATION OF HEADLINE
EARNINGS/(LOSS)
Reconciliation between profit/(loss) and
headline earnings/(loss)
Loss attributable to ordinary (7 794) (6 605)
shareholders
Disposal of interest in subsidiary (1 000) -
Headline loss (8 794) (6 605)
Tax effect of disposal of interest in - -
subsidiary
CONSOLIDATED CASHFLOW STATEMENT
Net cash outflow from operating (2 482) (1 212)
activities
Net cash in/(out) flow from investing 1 389 (3 097)
activities
Net cash in/(out) flow from financing (58) 761
activities
Decrease in cash and cash equivalents (1 151) (3 548)
Cash at beginning of period 1 013 4 561
Cash at end of period (138) 1 013
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
Share Capital 2 101 1 701
Issue of ordinary shares 400 -
Share capital at the beginning of the 1 701 1 701
year
Share Premium 24 665 17 203
Share premium on issue of ordinary 7 520 -
shares
Share issue expenses (58) -
Share premium at the beginning of the 17 203 17 203
year
Treasury shares at end of the year - -
Disposal of company equity by - 761
subsidiary
Transfer to accumulated loss - (520)
Treasury shares at beginning of year - (241)
Accumulated Loss at end of the year (11 250) (3 456)
Loss for the year (7 794) (6 605)
Transfer from treasury shares - 520
Accumulated Loss at the beginning of (3 456) 2 629
the year
Notes to modifications
The changes relate to the re-classification
and adjustment of certain balance sheet,
income and cash flow items and resulted in
a change to total assets, total
liabilities, income and expenses. The
changes can best be illustrated as follows:
Line item Previous Modified Variance
R`000 R`000 R`000
Non-current assets 16 054 16 505 451
Plant and equipment 4 554 4 637 83
Exploration & evaluation 11 500 11 868 368
assets
Current assets 1 762 2 249 487
Inventories 1 220 1 276 56
Short-term investments 297 273 (24)
Trade and other receivables 245 344 99
Short-term loans 0.00 122 122
Cash and cash equivalents 0.00 234 234
Capital and reserves 15 796 15 516 (280)
Share premium reserve 24 246 24 665 419
Accumulated loss (10 551) (11 250) (699)
Current liabilities 2 020 3 238 1 218
Bank overdraft 138 371 233
Trade and other payables 1 882 1 999 117
Short-term loans - 243 243
Taxation payable - 625 625
Net asset value per share 75.19 73.86 (1.33)
(cents)
Net tangible asset value per 20.45 17.36 (3.09)
share (cents)
Revenue 477 430 (47)
Cost of sales (390) (394) (4)
Gross profit 87 36 (51)
Other operating income 1 517 1 358 (159)
Administration expenses (5 017) (1 265) 3 752
Other operating expenses (3 582) (7 914) (4 332)
Loss from operating activities (6 995) (7 785) (790)
Finance income 34 125 91
Loss before taxation (7 095) (7 794) (699)
Weighted average of number of 19 249 19 247 (2 138)
shares in issue 462 324
Basic loss per share (cents) (36.86) (40.49) (3.63)
Diluted loss per share (cents) (36.86) (40.49) (3.63)
Headline loss per share (36.86) (45.69) (8.83)
(cents)
Disposal of interest in - (1 000) (1 000)
subsidiary
Headline loss (7 095) (8 794) (1 699)
Net cash outflow from (3 049) (2 482) 567
operating activities
Net cash in/(out) flow from (293) 1389 1 682
investing activities
Net cash (out) flow from - (58) (58)
financing activities
Decrease in cash and cash (3 342) (1 151) 2 191
equivalents
Share Premium 24246 24665 419
Share premium on issue of 7043 7520 477
ordinary shares
Share issue expenses - (58) (58)
Accumulated Loss at end of the (10 551) (11 250) (699)
year
The differences between the abridged and
the provisional results were due to the
processing of audit adjustments that were
detected during the audit of the Thabex
group and reclassifications between
accounts.
Review of operations
For a review of operations, shareholders
are referred to the provisional results
released on SENS on 9 June 2008 and to the
Annual Report for the year ended 29
February 2008, which report will be posted
to shareholders today and will be available
on the Company`s website - www.thabex.com.
Operating results
The headline loss per share increased from
38.84 cents to 45.69 cents. The net asset
value of the group decreased from 90.83
cents per share in 2007 to 73.86 cents per
share.
Future prospects
Even though Thabex will be disposing of its
interest in Angel Diamonds (Pty) Ltd
("Angel Diamonds")in stages to London based
Mantle Diamonds Ltd ("Mantle"), the turning
to account of the Kolo Kimberlite Project
should provide sufficient cash resources to
enable Thabex to continue to develop and
turn to account its Monastery Kimberlite
Project and finalise a pre-feasiblity study
for Salt River Resources Ltd.
Going concern
The Group incurred a net loss of R7,79
million for the year ended 29 February 2008
and throughout the course of the financial
year did not generate sufficient cash flows
to fund its operations.
The board is confident that the production
of rough diamonds from the Kolo Kimberlite
Project, the disposal of the Company`s
interest in Angel Diamonds and the proposed
disposal of the Middelwater alluvial
diamond project will generate sufficient
cash flow to enable the Group to be able to
settle its liabilities in the normal course
of business. In these circumstances, the
Group`s audited financial statements have
been prepared on the basis of accounting
policies applicable to a going concern.
Basis of preparation
The group`s annual financial statements are
prepared in accordance with International
Financial Reporting Standards ("IFRS"), the
Listing Requirements of the JSE Limited and
the Companies Act of South Africa.
These abridged group annual financial
statements are prepared in accordance with
the recognition and measurement
requirements of IFRS and the presentation
and disclosure requirements of IAS 34:
Interim Financial Reporting. These results
supercede the provisional results released
on SENS on 9 June 2008.
The abridged group annual financial
statements for the year ended 29 February
2008 have been extracted from the annual
financial statements for the year ended 29
February. For a better understanding of the
Group`s financial position and results of
operations, these abridged financial
statements must be read in conjunction with
the group`s audited annual financial
statements for the year ended 29 February
2008
The accounting policies used in the
preparation of the group annual financial
statements and abridged group annual
financial statements are consistent with
those of the previous financial year.
The financial statements are presented in
Rands, which is the group`s functional and
presentation currency. All financial
information presented in Rands has been
rounded to the nearest thousand (R`000)
except when otherwise indicated.
The results for the year ended 29 February
2008 have been audited by KPMG Inc. and
their opinion, which has been modified in
respect of the going concern assumption, is
available at the Company`s registered
office. The following emphasis of matter
was issued in the audit report: "We draw
attention to the directors report in the
financial statements which indicates that
the Group incurred a net loss of R7 793 583
(Company: R12 204 071)for the year ended 29
February 2008 and, as of that date, the
Group`s current liabilities exceeded its
current assets by R989 556 (Company: R3 925
262). The directors` report states that
these conditions along with other matters,
indicate the existence of a material
uncertainty which may cast doubt on the
Group and Company`s ability to continue as
a going concern".
Black Economic Empowerment ("BEE")
Thabex is 21.27% directly BEE owned.
Dividends
No dividend has been declared.
Review of results
The results for the year ended 29 February
2008 have been audited by KPMG Inc. and
their audit opinion, which has been
modified in respect of the going concern
assumption, is available at the Company`s
registered office.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual
General Meeting of the members of the
Company will be held at Ground Floor,
Kiepersol House, Stonemill Office Park, 300
Acacia Road, Darrenwood, 2194 on 12
November 2008 at 10h00, to transact the
business as stated in the Notice of the
Annual General Meeting which is included as
part of the Annual Report which will be
posted to shareholders today, 15 October
2008.
PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL
OF THE INTEREST IN ANGEL DIAMONDS
Shareholders are referred to the SENS
announcement on 9 October 2008 regarding
the disposal of the interest in Angel
Diamonds. The pro forma financial effects
of the disposal of the interest in Angel
Diamonds were not included in the
aforementioned announcement and are as set
out below.
The pro forma financial effects are the
responsibility of the directors. The pro
forma financial effects are presented for
illustrative purposes only and because of
their nature may not give a fair reflection
of Thabex`s financial position nor of the
effect on future earnings after the
disposal:
Column 1 Column 2
Before After Percentage
disposal disposal Change
(1) (2) (3)
(cents) (cents) (%)
Basic earnings/(loss) per (40.49) 63.05 255.70
share(cents)
Diluted earnings/(loss) per (40.49) 63.05 255.70
share(cents)
Headline earnings/(loss) per (45.69) 43.63 195.49
share(cents)
Net asset value per 73.86 168.73 128.45
share(cents)
Net tangible asset value per 17.36 112.23 546.45
share(cents)
Number of share in issue 21 006 887 21 006 887 -
Weighted average number of 19 247 324 19 247 324 -
shares in issue
Notes:
(1) The figures in Column 1 have been
extracted from the audited financial
results of Thabex for the year ended
29 February 2008.
(2) The basic earnings, diluted earnings
and headline earnings per share
figures in Column 2 have been
calculated on the basis that the
transaction was effective on 1 March
2007 based on the following
assumptions:
- the Company settled its bank
overdraft of R139 000 and earned
interest of R794 000 on the cash
amount of R6.50 million to be
paid by Mantle.
- taxation have not been provided
for as the Company has estimated
tax losses of R11.63 million; and
- the disposal was concluded at an
exchange rate of R8.72/US$.
(3) The net asset value and net tangible
asset value per share figures in
Column 2 have been calculated on the
basis that the disposal was effected
on 29 February 2008 based on the
following assumptions:
- the increase in short-term
trading investments in Mantle
ordinary shares for an amount of
R6.04 million;
- the increase in the value of
Angel Diamonds attributable to
Thabex for the an amount of R7.23
million, being the minimum amount
of capital to be invested by
Mantle after the Mining Licence
have been granted.
(4) Although Mantle has been granted an
option to acquire the balance of 28%
of Thabex`s interest in Angel
Diamonds, this value is not included
in the pro forma financial effects as
it will only be determined, in terms
of the SAMVAL Code, should Mantle
exersise the option.
A Circular to shareholders containing full
details of the disposal of Angel Diamonds
will to be sent to shareholders in due
course.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the further
renewal of the cautionary announcement
included in the SENS announcement on 9
October 2008 regarding the disposal of the
interest in Angel Diamonds. Shareholders
are hereby advised that as the pro forma
financial effects of the disposal of the
interest in Angel Diamonds have now been
disclosed to shareholders caution is no
longer required to be exercised by
shareholders when dealing in Thabex
securities.
On behalf of the board
Jeffrey Rapoo
Chairman
Marius Welthagen
Chief Executive
Johannesburg
15 October 2008
Registered office:
Ground Floor, Kiepersol House, Stonemill
Office Park, 300 Acacia Road, Darrenwood,
Randburg, 2194
Auditors:
KPMG Inc. KPMG Forum, 1226 Schoeman Street,
Hatfield, Pretoria, 0083
Company secretaries:
SA Mineral Investments (Pty) Ltd
51 Austin Street, Northcliff, Johannesburg,
2195
Company transfer secretaries:
Link Share Market Services South Africa
(Pty) Ltd
11 Diagonal Street, Johannesburg, 2001
Explore our website: www.thabex.com
E-mail: info@thabex.com
Telephone number: +27 11 459 6600 or 0860
THABEX (0860 842239)
Sponsor:
PSG Capital (Pty) Ltd
Old Kollege, 35 Church Street,
Stellenbosch, 7599
Directorate:
JR Rapoo, M Welthagen*, JL Bosch, Dr JW
Kruger**, Prof DL Reid***, AP Roux
*Executive director, ** Independent
director, *** New Zealand
Date: 15/10/2008 12:09:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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