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Mon 22 Dec 2008, 13:00 CNX - Conafex - Preliminary Announcement Of Unaudited Results For The Year Ended
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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