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CNX
CNX
CNX - Conafex - Preliminary Announcement Of Unaudited Results For The Year Ended
30 September 2007
CONAFEX HOLDINGS SOCIETE ANONYME
(Incorporated in Luxembourg RC Luxembourg No. B 17789)
("Conafex")
CODE: CNX ISIN: LU0243998001
Registered office
6 rue Adolphe Fischer, L-1520,
(PO Box 1361, L-1013)
Luxembourg
PRELIMINARY ANNOUNCEMENT OF UNAUDITED RESULTS FOR THE YEAR ENDED 30 SEPTEMBER
2007
Group Profile
Conafex is an African agri-resource group listed on the Luxembourg and
Johannesburg stock exchanges. Conafex takes strategic, controlling and private
equity stakes in businesses focused on horticulture, niche and value-added
agriculture.
Corporate Activity
As mentioned in the 2006 Annual Report, the strategic decision was taken to
concentrate investment in businesses in Southern Africa. To this end the United
Kingdom based tea-packing business, Accord Tea Services Limited, was sold for
GBP250,000 (R3,345,000) during the year.
ZRC Limited, the company to which all Conafex`s Zimbabwe interests were
transferred in February 2006 exercised 676,647 of its 3,500,000 Options at a
price of US$1.89667 per share, being the average price of Conafex shares on the
Luxembourg Stock Exchange for the three business days preceding the exercise on
27th September 2007. The subscription of new capital arising from the exercise
amounted to US$1,283,376.06 (R8,851,133). The Conafex shares will be
distributed to the ZRC shareholders by way of a dividend in specie. The funds
emanated from the disposal of some of the remaining assets in Zimbabwe.
Overview
Subsidiaries and Associates
The South African export businesses turned in a solid performance despite the
less than favourable exchange rates particularly the weak US dollar. The
Grassroots Group`s dried edible and decorative fruit divisions performed well
but the phyto-medical and natural essential oil divisions experienced tough
trading conditions in their respective export markets. The good rainy season
increased demand for seed in Kenya and Kenya Highlands Seeds showed an improved
performance despite the strengthening Kenyan shilling. Cape Natural Tea
Products benefited from the abundant supply of its core product, rooibos tea,
caused by a succession of better than normal rainy seasons after three
successive years of drought. We added to the coffee trading business through
the acquisition of a coffee roasting and packing enterprise in Cape Town, which
included several well-known brands. This addition came in the last month of the
financial year.
Investments
The investments in Simply Cereal and JSE listed Intertrading did not perform
well and both companies are in the process of being reconfigured. It was
announced recently that Conafex`s concert partner in Intertrading, Katope
International, has been acquired by Univeg, a Belgium based group. Univeg is
one of the largest fresh produce distributors in the world and the transaction
requires regulatory approval.
Financial
The Group made a profit from ordinary activities of R2,165,000 (2006 - R289,000)
and a loss attributable to shareholders after exceptional items of R2,979,000
(2006 - R2,907,000). In accordance with International Financial Reporting
Standards and on a prudent conservative basis we have made a full provision
against our investment loans by way of an exceptional item of R4,954,000.
Directorate
I will be retiring as Chairman and a director of the company at the forthcoming
Annual General Meeting. Shortly after my appointment as your Chairman in 1999
your Group, together with most of the commercial farming sector in Zimbabwe, was
subject to the compulsory acquisition of its agricultural properties by the
Government in Zimbabwe without compensation. This action and the resultant
turmoil effectively destroyed this highly productive sector of the economy and
the prejudice to the asset and income base of Conafex, as well as to a
considerable number of our skilled staff, is incalculable. I would like to
thank my colleagues for their support and guidance during my tenure particularly
during this turbulent time.
Dividend
As a result of the losses incurred the company is unable to pay a dividend for
the year ending 30 September 2007.
Prospects
Your directors are acutely aware that the present capital structure and the
value of the underlying businesses do not justify the costs of Conafex
maintaining its listings. As such the company will be seeking a solution to
resolve this matter and in all likelihood will delist from both exchanges at the
earliest opportunity.
MARK BURRELL
Chairman
20 December 2007
NOTICE OF MEETING
The Annual General Meeting will take place on Friday 28 March 2008 at 3.30 p.m.
at the registered office of the Company, 6 rue Adolphe Fischer L-1520
Luxembourg.
UNAUDITED CONSOLIDATED INCOME STATEMENT
Year ended Period
30 September Ended
2007 30 September
R000 2006
R000
Group revenue including
share of associates 43,536 45,012
Less share of revenue of
associates (16,356) (16,212)
Revenue (discontinued
activities R3,509,000
(2006 - R7,882,000) 27,180 28,800
Operating costs (28,116) (30,795)
Operating loss (936) (1,995)
Share of associated
companies` results 2,151 2,255
Income from investment in
Zimbabwean subsidiary -
dividend - 41
Dividend receivable 393 68
Interest receivable 564 342
Exchange gains/(losses) 505 (63)
Interest paid and similar
charges (512) (359)
Profit/(Loss) on ordinary
activities before
exceptional items and tax 2,165 289
Exceptional items (4,069) (1,856)
Loss before tax and
minority interests (1,904) (1,567)
Profit before tax on 225 478
discontinued activities
Loss before tax on (2,129) (2,045)
continuing activities
Taxation on ordinary
activities (882) (1,072)
Loss after tax before
minority interests (2,786) (2,639)
Minority interests (193) (268)
Loss attributable to
shareholders of the Group (2,979) (2,907)
Reconciliation of headline
earnings per share
Loss per share (SA cents) (159)c (189)c
Plus exceptional items,
less tax and minority
interests (SA cents) 217 c 120 c
Headline earnings/(loss)
per share (SA cents) 58 c (69)c
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2006
Ordinary Legal Share Retained Total
share reserve premium earnings
capital * account
R000 R000 R000 R000 R000
Balance at start of 52,411 587 2,327 (34,303) 21,022
period
Exchange 2,844 120 - (1,869) 1,095
differences on
translation of the
financial
statements and net
losses not
recognised in the
income statement
Capital reduction - (39,305) - - 39,221 (84)
shares cancelled
and released, less
costs, to retained
earnings
Shares issued 5,869 - 1,390 - 7,259
Released on waiver - - (2.327) 2,327 -
Fair value
adjustment - - - (2,572) (2,572)
Net loss for the
period - - - (2,907) (2,907)
Balances at end of 21,819 707 1,390 (103) 23,813
period
FOR THE YEAR ENDED 30 SEPTEMBER 2007
Balance at start of 21,819 707 1,390 (103) 23,813
year
Exchange (2,448) (79) (156) 375 (2,308)
differences on
translation of the
financial
statements and net
losses not
recognised in the
income statement
Shares issued 7,000 - 1,851 - 8,851
during year
Fair value - - - 294 294
adjustment
Net loss for the - - - (2,979) (2,979)
year
Balances at end of 26,371 628 3,085 (2,413) 27,671
year
* Luxembourg law requires that an appropriation of at least 5% of the
Company`s own annual distributable profit be made to legal reserve until such
time as the reserve attains 10% of the issued share capital. Consequently the
directors are not required to transfer to legal reserve from the retained loss
for the year. Distribution of this reserve is restricted.
UNAUDITED CONSOLIDATED BALANCE SHEET
AT 30 SEPTEMBER
2007 2006
R000 R000
Assets
Non current assets
Intangible assets 1,482 1,501
Property, plant and equipment 4,266 1,913
Investments 11,098 9,270
16,846 12,684
Current assets
Inventories 8,895 5,787
Trade and other accounts 6,770 14,517
receivable
Cash and bank balances 10,996 2,557
26,661 22,861
Current liabilities
Accounts payable falling due
within one year (13,381) (8,380)
Net current assets 13,280 14,481
Total assets less current
liabilities 30,126 27,165
Creditors due after more than
one year - (273)
Deferred taxation (125) (180)
30,001 26,712
Capital and reserves
Called up share capital 26,371 21,819
Share premium account 3,085 1,390
Legal reserve 628 707
Retained earnings (2,413) (103)
Shareholders` funds 27,671 23,813
Minority interests 2,330 2,899
30,001 26,712
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
Year ended Period ended
30 September 30 September
2007 2006
R000 R000
Cash Flows from operating
activities
Cash generated/(utilised) by
operations 314 (6,328)
Interest paid (442) (358)
Taxation paid (228) (693)
Net cash inflow/(outflow) from
operating activities (356) (7,379)
Investment activities
Purchase of tangible assets (3,004) (614)
Proceeds on disposal of
tangible fixed assets 203 353
Acquisition of loan notes in
Simply Cereal - (4,847)
Proceeds on disposal of
investments 2,990 1,160
Acquisition of minority
interest in Cape Natural Tea - (1,293)
Products
Further acquisition of minority
interest in Accord Tea Services (653) (609)
Dividends received from
Zimbabwean subsidiary - 41
Interest received and other
investment income 957 543
Net cash outflow from
investment activities 493 (5,266)
Net cash inflow/(outflow)
before financing 137 (12,645)
Financing
Proceeds of new shares issued, 8,851 6,335
net of costs
Decrease in long term debt (237) -
Net cash inflow from financing 8,614 6,335
Net increase in funds 8,751 (6,310)
Net funds at start of year 2,000 8,271
Effect of foreign exchange rate
changes 57 39
Net funds at end of year 10,808 2,000
Notes:
1. Investments have been reflected in accordance with IAS 39. The results for
the year ended 30 September 2007 and the balance sheet at that date has
been prepared on the basis of accounting policies adopted for the period
ended 30 September 2006. The financial statements comply with
International Financial Reporting Standards.
2. Capital expenditure during the year was Rnil (2006 - R614,000). At 30
September 2007, there were no material outstanding capital commitments
(2006 - Rnil).
3. Earnings per share are based on the results attributable to shareholders
and the average number of shares in issue during the year - 1,872,484 (2006
- 1,536,518).
20 DECEMBER 2007
Sponsor
Sasfin Capital
Date: 22/12/2008 13:00:21 Produced by the JSE SENS Department.
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