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ERM
ERM
ERM - Enterprise Risk Management - Unaudited consolidated results for
the six months ended 31 August 2008
Enterprise Risk Management Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1995/001603/06)
Share code: ERM ISIN: ZAE000037701
("the company" or "the group")
Unaudited consolidated results for the six months ended 31 August 2008
Income statement
Unaudited Unaudited Audited
six months six months twelve months
to 31 Aug to 31 Aug to 29 Feb
2008 2007 2008
(R`000) (R`000) (R`000)
Turnover - - -
Operating loss (1 958) (1 770) (3 754)
Impairment of investment in (18 192) - -
joint venture
Net investment income 3 001 2 642 5 323
Equity/(loss) income from (18 079) (45) 8 399
joint venture
(Loss)/profit before tax (35 228) 827 9 968
Taxation 483 (78) (532)
(Loss)/profit for the period (34 745) 749 9 436
Weighted average number of 54 612 54 563 54 611
shares (`000`s)
(Loss)/earnings per share (63,6) 1,4 17,3
(cents)
Diluted (loss)/earnings per (63,6) 1,4 17,3
share (cents)
Reconciliation of headline
(loss)/earnings:
(Loss)/earnings attributable (34 745) 749 9 436
to shareholders
Fair value movement of 20 558 383 (8 606)
investment properties -
joint venture
Headline earnings (14 187) 1 132 830
Headline (loss)/earnings per (26,0) 2,1 1,5
share (cents)
Diluted headline (26,0) 2,1 1,5
(loss)/earnings per share
(cents)
Balance sheet
Unaudited Unaudited Audited
31 Aug 31 Aug 29 Feb
2008 2007 2008
(R`000) (R`000) (R`000)
Assets
Non-current assets 39 076 121 929 75 938
Available-for-sale financial 18 914 22 157 19 724
assets
Loan to joint venture - 52 081 -
Investment in joint venture 19 942 47 691 56 214
Deferred tax 220 - -
Current assets 45 271 28 834 43 879
Accounts receivable 256 433 420
Financial assets at fair value 43 198 714 41 183
through profit and loss
Taxation receivable 488 12 728 488
Cash and cash equivalents 1 329 14 959 1 788
Total assets 84 347 150 763 119 817
Equity and liabilities
Equity attributable to equity 83 624 112 006 118 736
holders
Stated capital 59 536 59 340 59 340
Retained earnings 20 819 46 877 55 564
Fair value and other reserves 3 269 5 789 3 832
Non-current liabilities - 32 934 376
Deferred tax - 693 376
Loan from joint venture - 32 241 -
Current liabilities 723 5 823 705
Accounts payable 183 338 164
Taxation payable 384 5 326 385
Shareholders for dividend 156 159 156
Total equity and liabilities 84 347 150 763 119 817
Number of shares in issue (`000) 54 770 54 568 54 568
Net asset value per share (cents) 152,7 205,3 217,6
Cash flow statement
Unaudited Unaudited Audited
six months six months twelve months
to 31 Aug to 31 Aug to 29 Feb
2008 2007 2008
(R`000) (R`000) (R`000)
Cash utilised in (1 640) (1 782) (3 824)
operating activities
Net investment income 78 2 321 4 573
Dividend income 2 923 321 567
Taxation (paid)/refunded (1) (2 356) 4 544
Net cash flows from 1 360 (1 496) 5 860
operating activities
Net cash flows from (2 015) (26 164) (66 528)
investing activities
Net cash flows from 196 (19 750) (87)
financing activities
Decrease in cash and cash (459) (47 410) (60 581)
equivalents
Cash and cash equivalents 1 788 62 369 62 369
at the beginning of the
period
Cash and cash equivalents 1 329 14 959 1 788
at the end of the period
Statement of changes in equity
Unaudited Unaudited Audited
six months six months twelve months
to 31 Aug to 31 Aug to 29 Feb
2008 2007 2008
(R`000) (R`000) (R`000)
Stated capital
Opening balance 59 340 59 250 59 250
- Share options 197 90 90
exercised
- Treasury shares bought (1) - -
back (at cost)
Closing balance 59 536 59 340 59 340
Distributable reserves
Opening balance 55 564 46 128 46 128
Net (loss)/profit for the (34 745) 749 9 436
period
Closing balance 20 819 46 877 55 564
Fair value reserves
Opening balance 2 878 2 876 2 876
Fair value (losses)/gains (697) 2 064 (15)
net of tax
Reduction in deferred tax - - 17
liability as a result of
change in tax rate
Closing balance 2 181 4 940 2 878
Other reserves
Opening balance 954 770 770
Value of services 134 79 184
provided
Closing balance 1 088 849 954
Fair value and other 3 269 5 789 3 832
reserves
Notes to the financial statements
1. Accounting policies
1.1 Basis of preparation
The unaudited interim financial statements of the group for the six months ended
31 August 2008 have been prepared in accordance with the group`s accounting
policies which comply with International Financial Reporting Standards ("IFRS")
and are consistent with those of the previous year. They have been prepared on a
going concern basis. This interim report complies with the International
Accounting Standard IAS 34 - Interim Financial Reporting.
2. Financial assets
As at 31 August 2008 the group`s long-term investment portfolio comprised the
following:
At 31 August At 31 August
2008 2007
Market Market Market Market
Quantity price value Quantity price value
(`000) (cents) (R`000) (`000) (cents) (R`000)
Available for
sale financial
assets
Sasol Limited 12,50 42 495 5 312 12,50 28 900 3 613
ordinary shares
Highveld Steel 47,90 14 000 6 706 47,90 10 100 4 838
& Vanadium
Limited
ordinary shares
Sable Holdings 344,82 2 000 6 896 344,82 3 975 13 706
Limited
ordinary shares
TOTAL 18 914 22 157
Held for
trading at fair
value through
profit and loss
2008 2007
Prudential 43 198 -
Dividend Income
Fund - at fair
value
3. Commentary on results
(Loss)/earnings of (63,6) (2007: 1,4) cents and diluted (loss)/earnings of
(63,6) (2007: 1,4) cents and headline (loss)/earnings of (26,0) (2007: 2,1)
cents and diluted headline (loss)/earnings of (26,0) (2007: 2,1) cents per share
and a net asset value of 152,7 (2007: 205,3) cents per share were reported. The
decrease in net asset value of the group resulted mainly from decrease in the
value of the property portfolio in the joint venture as well as the unrealised
capital losses on listed investments.
During the period under review the share traded between a high of 140 (2007:
230) cents per share and a low of 100 (2007: 155) cents per share. The volume of
shares traded during the period was 6,311 (2007: 16,713) million shares at an
average price of 127,7 (2007: 162,2) cents per share.
Subsequent to 31 August 2008 the group`s listed investments have been further
impaired as a result of the extreme volatility in the share and capital markets
world wide.
4. Share Option Scheme
The company offers from time to time, share options to executive directors and
employees. The options are non-transferable and vest with the individual after
3, 4 and 5 years on a one third per anniversary basis. All options not exercised
within 10 years of the option date lapse. During the period under review 203 334
share options were exercised, bringing the total number of shares in issue to
54,770 million shares net of 0,9 million treasury shares.
5. Stated capital
During the period under review 203 334 shares were issued, bringing the total
number of shares in issue to 54,770 million shares net of 0,9 million treasury
shares.
6. Share buy backs
At the last annual general meeting held on 29 August 2008, shareholders voted to
renew the general authority granted to the company to purchase its own shares.
For this reporting period 754 shares were bought back. These shares are housed
as treasury shares in a wholly owned subsidiary of the Company, Risk Outsourcing
(Proprietary) Limited.
7. Dividend
The board has resolved not to declare any dividend to shareholders for this
reporting period.
8. Impairment of 50% investment in Amrich 58 Properties (Pty) Limited
Worsening economic conditions have now taken a toll on the residential and
commercial property markets. The past few months have seen a sharp deterioration
in the residential and commercial property market performances and demand for
real estate.
On 1 August 2008 the group performed a professional valuation of the entire
property portfolio of Rotaflex Investments (Pty) Limited, a 100% subsidiary of
Amrich 58 Properties (Pty) Limited. The group`s share of the impairment, net of
deferred tax, amounted to R20,5 million.
9. Cautionary
A further cautionary announcement was made on 31 October 2008, whereby
shareholders were informed that the proposal from a group of shareholders to
purchase the entire issued ordinary shares of ERM is still being evaluated. This
proposal will be detailed in a circular to shareholders.
Shareholders are advised to continue to exercise caution when dealing in their
ERM securities until such time as a further announcement is made in this regard.
By order of the board
M Pienaar
Company secretary
Kyalami
28 November 2008
Directors:
BL Gruzd (Chairman)*, MA Stein (CEO), E Gerber*, J Kramer*
*non-executive
Sponsor:
Sasfin Capital - a Division of Sasfin Bank Limited
Transfer secretaries:
Computershare Investor Services (Proprietary) Limited
Registered office:
138 Dytchley Road
Unit 1 Tuscan Place
Kyalami, 1684
Email: marelise.erm@mweb.co.za
Date: 28/11/2008 12:39:21 Produced by the JSE SENS Department.
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