| Tue 25 Nov 2008, 7:27 | | QPG - Quantum Property Group Limited - Condensed audited group results for the |
|
QPG
QPG
QPG - Quantum Property Group Limited - Condensed audited group results for the
18 months ended 31 August 2008
QUANTUM PROPERTY GROUP LIMITED
(Formerly Anbeeco Investment Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number: 1984/002788/06)
Share code: QPG ISIN: ZAE000125647
("QPG" or "the company" or "the group")
CONDENSED AUDITED GROUP RESULTS FOR THE 18 MONTHS ENDED 31 AUGUST 2008
Audited Unaudited Audited
18 months to six months to months to
31 August 2008 31 August 2007 28 February
2007
R`000 R`000 R`000
Income statement
Revenue 250 - 155
Operating loss (3 388) (1 095) (1 586)
Fair value adjustment 516 118 352
Interest received 5 1 -
Interest paid (1) (1) -
Loss before taxation (2 868) (977) (1 234)
Taxation - - -
Net loss for the period (2 868) (977) (1 234)
Weighted average number
of shares in issue(`000) 14 676 14 978 14 978
Basic and diluted loss and
headline loss per share (cents) (19.5) (6.5) (8.2)
Reconciliation of earnings
to headline earnings:
Loss attributable to shareholders (2 868) (977) (1 234)
Headline loss (2 868) (977) (1 234)
Audited as at Unaudited as at Audited as at
31 August 2008 31 August 2007 28 February 2007
R`000 R`000 R`000
Balance sheet
Assets
Non-current assets
Investment in subsidiary - - -
Current assets 850 739 298
Accounts receivable 570 9 161
Other current assets - 555 -
Taxation - - 41
Cash and cash equivalents 280 175 96
Total assets 850 739 298
Equity and liabilities
Equity attributable to
equity holders (7 236) (2 461) (1 484)
Issued capital (233) 2 651 2 651
General reserve 5 028 5 028 5 028
Accumulated loss (12 031) (10 140) (9 163)
Non-current liabilities - 2 513 1 370
Loans from related parties - 2 513 1 370
Current liabilities 8 086 687 412
Loans from related parties 6 040 555 169
Accounts payable 2 046 132 243
Total equity and liabilities 850 739 298
Number of shares in issue (`000) 4 676 14 978 14 978
Net asset value and net tangible
asset value per share (cents) 49.3) (16.4) (9.9)
Audited Unaudited Audited
18 months to six months to 13 months to
31 August 2008 31 August 2007 28 February
2007
R`000 R`000
R`000Statement of changes in
equity
Share capital
Opening balance 150 150 150
Movement - - -
Closing balance 150 150 150
Share premium
Opening balance 2 501 2 501 2 501
Movement (2 884) - -
Closing balance (383) 2 501 2 501
General reserve
Opening balance 5 028 5 028 5 028
Movement - - -
Closing balance 5 028 5 028 5 028
Accumulated loss
Opening accumulated loss (9 163) (9 163) (7 929)
Net loss for the period (2 868) (977) (1 234)
Closing balance (12 031) (10 140) (9 163)
Audited Unaudited Audited
18 months to six months to 13 months to
31 August 2008 31 August 2007 28 February
2007
R`000 R`000 R`000
Cash flow statement
Cash utilised in
operating activities (1 993) (1 609) (1 755)
Interest received 5 1 -
Interest paid (1) (1) -
Taxation refunded 41 41 47
Net cash flows from
operating activities (1 948) (1 568) (1 708)
Net cash flows from
financing activities 2 132 1 647 1 796
Increase in cash and cash
equivalents 184 79 88
Cash and cash equivalents at
the beginning of the period 96 96 8
Cash and cash equivalents at
the end of the period 280 175 96
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies
1.1 Presentation of financial statements
The accounting policies applied in the preparation of these condensed audited
financial statements and group financial statements for the 18-month period
ended 31 August 2008, which are based on reasonable judgements and estimates,
are in accordance with International Financial Reporting Standards ("IFRS") and
are consistent with those applied in the audited annual financial statements for
the 13-month period ended 28 February 2007. These condensed audited financial
statements and group financial statements have been prepared in terms of
International Accounting Standard 34 - Interim Financial Reporting, the
Companies Act, 1973 (Act 61 of 1973), as amended, the Listings Requirements of
JSE Limited ("JSE"), and incorporate the following principle accounting policies
set out below. The financial statements have been prepared on the historical
cost basis except for measuring certain financial instruments at fair value.
The policies set out below have been consistently applied to all the periods
presented, except for the adoption of IFRS 7 - Financial Instruments:
Disclosures.
2. Going concern
At 31 August 2008, the group had an accumulated loss of R12 030 917 and the
group`s total liabilities exceeded its assets by R7 236 275. For the 18 months
ended 31 August 2008, the group incurred a loss of R2 868 185 which loss is in
line with the loss detailed in the property profit forecast set out in the
revised listings particulars dated 25 August 2008.
The financial statements have been prepared on the basis of accounting policies
applicable to a going concern. This basis presumes that funds will be available
to finance future operations and the realisations of assets and settlement of
liabilities, contingent obligations and commitments will occur in the ordinary
course of business.
The ability of the group to continue as a going concern is assured by the
acquisition of all the shares in A Million Up Investments 105 (Proprietary)
Limited ("AMU") in return for the issue of QPG shares, which acquisition took
place after the balance sheet date on 13 October 2008, the date on which QPG
transferred its listing to AltX. Cash amounting to approximately R32 million was
raised from new investors in QPG on the aforementioned date.
AMU is in the process of developing its investment property into a 5-star hotel,
retail centre and parking garage, which is forecast to generate significant
returns for the company.
QPG`s company and group cash flow requirements will partly be met by AMU whose
facility with ABSA for the development of its property includes a facility for
QPG`s working capital. At 31 August 2008, QPG had R1 134 141 of this facility
still available. Any shortfall will be made up by QPG`s management company,
Bonheur 92 General Trading (Proprietary) Limited ("Bonheur"), or by excess funds
from capital raised from new investors in QPG.
Once the abovementioned development is complete, QPG will derive income by way
of dividends earned on its investment in AMU.
3. Related party transactions and balances
Quantum Properties (Proprietary) Limited is a wholly owned subsidiary of QPG. No
transactions outside of the ordinary course of the business of the group were
entered into with this subsidiary during the periods detailed in these
consolidated group financial results. Bonheur, the management company of QPG is
a company of which G Itzikowitz, C Cohen and I Schmidt are directors. AMU is a
company of which G Itzikowitz, C Cohen and MR Taitz are directors.
Audited Unaudited Audited
18 months to six months to 13 months to
31 August 2008 31 August 2007 28 February 2007
R`000 R`000 R`000
Bonheur
Loan from related party (440 878) (555 167) (168 960)
Management fee 900 000) (600 000) (600 000)
AMU
Loan from related party (5 598 798) (2 512 641) (1 370 174)
Consulting fees 250 000 - -
4. Audit opinion
The condensed group results for the 18 months ended 31 August 2008 have been
audited by QPG`s auditors, Grant Thornton Chartered Accountants (SA), in
accordance with International Standards of Auditing. Their unqualified report is
available for inspection at the company`s registered office.
5. Commentary
The annual financial statements record the performance of QPG for the 18-month
period ended 31 August 2008 ("the review period"), prior to the strategic
milestone achieved when QPG reverse listed on AltX during October 2008.
During the review period, JSE Main Board-listed Anbeeco Investments Holdings
Limited ("Anbeeco"), continued its activities in order to be reconstituted as a
diversified property group culminating in the acquisition of AMU. AMU houses
`15 on Orange`, QPG`s landmark integrated development in Cape Town that
currently forms the bedrock of the group`s portfolio.
On 13 October 2008 Anbeeco was renamed Quantum Property Group Limited and
debuted strongly on AltX.
5.1 Post balance sheet events - Acquisition of AMU
As announced on 12 December 2006, Anbeeco entered into an agreement with the AMU
vendors to acquire the entire issued share capital in AMU for R30 million, to be
settled by the issue of 120 million consolidated Anbeeco shares at 25 cents per
share. The acquisition was approved by the company`s shareholders on 16
September 2008 and thus became effective post the review period i.e. on 13
October 2008, the date on which the JSE granted the listing of QPG on AltX. The
acquisition resulted in the reverse take-over listing by AMU of QPG.
Simultaneously with the implementation of the acquisition, the share capital of
the company was restructured and increased. QPG will continue its management
agreement with Bonheur.
AMU is developing the `15 on Orange` site, adjacent to Parliament Gardens in
Cape Town, into a contemporary mixed-use development. On completion it will
include a 5-star hotel with a spa and wellness centre and conference facilities,
boutique shopping, luxury penthouse apartments and a 4-storey parking garage in
an area characterised by scarcity of parking facilities. The distinct upmarket
development is due to be completed in June 2009, when it is anticipated that it
will be valued at almost R1 billion.
5.2 Listing on AltX
Despite tough economic and market conditions investor confidence in QPG`s
prospects was evident in the R32.3 million raised prior to its listing on AltX.
The share debuted strongly on the exchange at R2.25, a marked premium to
the pre-listing placement price of between R1.50 and R1.80 a share.
The rationale for listing on AltX is to raise QPG`s profile to access a
greater number of property opportunities of substantial size. QPG is confident
that the current state of the property market exposes a number of prime
acquisition opportunities and that the listing of the company will enhance
access to borrowings to fund acquisitions and further allow QPG to use equity
as a means of financing investment opportunities. Equity is proving
increasingly attractive to property asset owners who are at present
pressured by bonds at high interest rate levels. Notwithstanding the
global credit crisis the company remains positive about raising further
capital when necessary through its executives` strong banking relationships
pursuant to their established track records in the property industry. In
addition, investor appetite for QPG`s shares was reflected in the full
take-up of its private placement in a challenging market, which bodes
well for future capital raising exercises.
5.3 Prospects
QPG`s executives have established legacies of property development and
portfolio management, having developed a number of national landmark
projects totalling in excess of R4 billion to date. The company intends
to continue leveraging this experience across all sectors of the property
industry for sustainable growth and profitability. QPG has developed a
three-pronged strategy to ensure that it builds a sustainable portfolio
in which revenue streams are diversified and can deliver appropriate
returns for new shareholders in QPG.
In the interim, `15 on Orange` positions the group to take advantage of
the robust tourism industry in Cape Town which is set to benefit further
from the 2009 Confederations Cup and the 2010 World Cup Soccer event.
QPG is confident that the current downturn in the local economy may act
in its favour, exposing value-invested acquisition opportunities at
realistic prices. The impact, if any, on QPG as a result of the current
global financial crisis will be monitored in due course as it is too
early to assess this.
ANNUAL GENERAL MEETING
The company`s annual financial statements will be posted to shareholders
by Friday, 28 November 2008. The annual general meeting of members of the
company will be held at 10:00 on Thursday, 5 February 2009 at Werksmans
Attorneys, 155 Fifth Street, Sandown, Sandton, Johannesburg.
BY ORDER OF THE BOARD
25 November 2008
Directors
C Cohen (Chairman), G Itzikowitz (Chief executive officer), MR Taitz
(Financial director), IS Schmidt, BH Sneech (independent non-executive),
I Levitt(independent non-executive), CK Kupritz (non-executive),
BS Cohen (non-executive)
Registered office
19th floor
Sandton City Office Tower
Corner 5th Street and Rivonia Road
Sandton
2196
Company secretary
Corporate and Merchant Administrators (Proprietary) Limited
39 Doak Street
Hazel Park, Germiston
Ekurhuleni, 1401
(PO Box 781106, Sandton, 2146)
Transfer secretaries
Computershare Investor Services (Proprietary) Limited
70 Marshall Street
Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)
Designated adviser
Merchantec (Proprietary) Limtied
2nd Floor, North Block
Hyde Park Office Tower
Corner Sixth Road and Jan Smuts Avenue
Hyde Park
Johannesburg, 2196
(PO Box 41480, Craighall, 2024)
Auditors
Grant Thornton Chartered Accountants (SA)
(Practice number: 903485)
137 Daisy Street, corner Grayston Drive
Sandown, Sandton
Johannesburg, 2196
(Private Bag X28, Benmore, 2010)
Date: 25/11/2008 07:27:01 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.
