| Fri 27 Mar 2009, 16:09 | | NAI / NAN - New Africa Investments Limited - Provisional reviewed condensed |
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NAI NAN
NAI
NAI / NAN - New Africa Investments Limited - Provisional reviewed condensed
financial results of the group for the year ended 31 December 2008
NEW AFRICA INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)
(Share codes: NAI and NAN)
(ISIN: ZAE000033338 and ZAE000033346)
(`NAIL` or `the Group`)
PROVISIONAL REVIEWED CONDENSED FINANCIAL RESULTS
OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2008
CONSOLIDATED INCOME STATEMENT
Reviewed Audited
year ended year ended
31 December 31 December
2008 2007
Notes R`000 R`000
Revenue - -
Administration expenses (5 004) (6 893)
Other gains 1 81 7 000
Operating(loss)/profit (4 923) 107
Finance income 6 332 2 756
Share of profits of associate 3 002 3 168
Profit before income tax 4 411 6 031
Income tax expense 2 (1 113) (5 821)
Profit for the year 3 298 210
Attributable to:
Equity holders of the company 3 301 (112)
Minority interest (3) 322
3 298 210
Profit/(loss) per share 2,6 (0,1)
(cents) - basic
Profit/(loss) per share 2,6 (0,1)
(cents) - diluted
Dividend per share (cents) - 35
Number of shares taken into 126 760 126 760
account in calculating EPS
(000)
NOTES
1. OTHER GAINS
Overprovision in reduction of sale 81 -
price New Africa Media
Reversal of closure costs - 7 000
81 7 000
2. INCOME TAX EXPENSE
South African normal tax 1 113 275
Secondary taxation on companies - 5 546
1 113 5 821
HEADLINE EARNINGS/(LOSS)
Loss attributable to ordinary 3 301 (112)
shareholders
IAS 27: Reduction in purchase price (81) -
of New Africa Media
3 220 (112)
Headline earnings/(loss) per share 2,5 (0,1)
(cents)
Segmental analysis
Segmental result
Film 255 (63)
Head office (5 178) 170
Total group (4 923) 107
Segment assets and liabilities
for the year end 31 December 2008
Head Reviewed
Radio Film office Group
R`000 R`000 R`000 R`000
Assets - 196 39 316 39 512
Associates 11 505 - - 11 505
Total assets 11 505 196 39 316 51 017
Liabilities - 9 218 3 172 12 390
Segment assets and liabilities
for the year end 31 December 2007
Head Audited
Radio Film office Group
R`000 R`000 R`000 R`000
Assets - 199 38 249 38 448
Associates 12 989 - - 12 989
Total assets 12 989 199 38 249 51 437
Liabilities - 9 518 6 590 16 108
CONSOLIDATED BALANCE SHEET
Reviewed Audited
31 December 31 December
2008 2007
R`000 R`000
Assets
Non-current assets
Investments in associates 11 505 12 989
Current assets
Income tax receivable 10 395 25 773
Cash and cash equivalents 29 117 12 675
TOTAL ASSETS 51 017 51 437
Total equity and liabilities
Share capital and share premium 4 814 4 814
Retained income 42 862 39 561
Equity attributable to equity holders 47 676 44 375
of the parent
Minority interest (9 049) (9 046)
Total equity 38 627 35 329
Current liabilities
Trade and other payables 3 218 4 192
Income tax liability - 44
Borrowings 9 172 9 172
Provisions for other liabilities and - 2 700
charges
TOTAL EQUITY AND LIABILITIES 51 017 51 437
Net asset value per share (cents) 38 35
Number of shares in issue at end of 126 760 126 760
year (000)
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2008
Share
capital and Retained Minority
premium income interest Total
R`000 R`000 R`000 R`000
Opening balance at 1 4 814 84 039 (9 368) 79 485
January 2007
Loss for the year - (112) 322 210
Dividends - (44 366) - (44 366)
Balance at 31 4 814 39 561 (9 046) 35 329
December 2007
Profit for the year - 3 301 (3) 3 298
Balance at 31 4 814 42 862 (9 049) 38 627
December 2008
CONSOLIDATED CASH FLOW STATEMENT
Reviewed Audited
31 December 31 December
2008 2007
R`000 R`000
Cash generated by/(utilised in) 5 624 (13 331)
operating activities
Cash utilised in operations (8 597) (6 040)
Taxation refunded/(paid) 14 221 (7 291)
Cash effects of investing activities 10 818 5 215
Loan repayments received from - 1 213
associate
Dividend received from associate 4 486 1 246
Interest received 6 332 2 756
Cash effects of financing activities - (44 366)
Dividend paid to company`s - (44 366)
shareholders
Net increase/(decrease) in cash and 16 442 (52 482)
cash equivalents
Cash and cash equivalents at beginning 12 675 65 157
of the year
Cash and cash equivalents at end of 29 117 12 675
the year
COMMENTARY
DIRECTORS` STATEMENT
Your directors take pleasure in presenting the provisional reviewed condensed
results of the Group for the year ended 31 December 2008.
BASIS OF PRESENTATION
The condensed consolidated financial results for the year ended 31 December 2008
have been prepared in accordance with International Financial Reporting
Standards ("IFRS"), International Accounting Standard 34, the Listings
Requirements of the JSE and the South African Companies Act 61 of 1973 as
amended. The accounting policies are consistent with that of the previous year.
PRIMEDIA (PTY) LIMITED (`PRIMEDIA`)/CAPRICORN CAPITAL PARTNERS INVESTMENTS (PTY)
LIMITED (`CAPRICORN`) OFFER
The full offer to NAIL shareholders to acquire their shares in NAIL were
released on the Securities Exchange News Service (`SENS`) of the JSE Limited
(`JSE`) on 23 February 2009.
The offer is the culmination of the process which began with a SENS announcement
released on 17 December 2004 in terms of which NAIL shareholders were advised of
Primedia`s firm intention to acquire all of the NAIL ordinary and `N` ordinary
shares for a price of 15,1 cents per share. The offer would increase monthly by
0,0967 cents per share from April 2005. The resultant offer price taking into
account the monthly increase as well as the cash on the NAIL balance sheet would
have amounted to 24,3 cents per share.
Subsequent to the announcement on 17 December 2004, Capricorn joined the
Primedia offer for NAIL. The offer was delayed by Competition issues which have
finally been resolved and the relevant Competition approvals have been received
in favour of Primedia/Capricorn merging with NAIL.
NAIL announced on 23 February 2008 that NAIL was informed by the offerors that
they had acquired NAIL shares for an initial price of 26 cents per share, plus
an attributable portion of a potential agterskot. The shares acquired from the
TISO consortium (Tiso, Investec, Mineworkers Investment Corporation and Safika)
were:
NAIL "N" shares NAIL ordinary shares
Initial Initial
Number cash Number cash
of considera- of considera-
shares tion shares tion
(R`000) (R`000)
Total 97 413 748 25 328 3 012 102 783
Following the implementation of the transactions set out above and taking into
account the NAIL shares previously held by Capricorn, the Offerors hold the
following interests in NAIL:
NAIL "N" shares NAIL ordinary shares
Number Percentage Number Percentage
of shares holding of shares holding
Capricorn 31 953 300 26,1 1 940 424 46,6
Primedia 89 813 885 73,3 1 824 703 43,8
The agterskot, if any, will be determined by reference to the outcome of certain
tax issues being resolved, namely, the balance of NAIL`s claim (plus interest
and penalties) against the South African Revenue Services (`SARS`) for income
tax overpayments and any claim by KFM Radio (Pty) Limited (`KFM`) for the
disallowance of a trade mark write off (plus interest and penalties). Assuming
that the tax claims are settled in the favour of NAIL/KFM these tax claims could
amount to 30,4 cents per share.
The terms of the offer to the residual NAIL shareholders are an initial cash
consideration of 26 cents per share plus an attributable portion of the
potential agterskot, payable as and when claims are determined or a once-off
cash consideration of 68 cents per NAIL share.
The offer is subject to the approval by the Securities Regulation Panel and JSE
of the Offer and all relevant documentation to be distributed to Offeree
shareholders.
The NAIL Independent subcommittee (comprising S Bruyns, R Kevan and K Setzin)
has appointed PricewaterhouseCoopers to advise on whether the terms and
conditions of the offer are fair and reasonable to the NAIL shareholders. The
opinion of the independent adviser will be mailed to shareholders as part of the
offer circular in due course.
CONTINGENT ASSET
At the date of the sale of KFM to Primedia, KFM was in the process of
challenging the South African Revenue Services (`SARS`) disallowance of a trade
mark write-off and penalties and interest of R20,7 million.
In the event that KFM is successful against SARS the purchase price that
Primedia paid to acquire KFM will be increased by 97% of the sums recovered and
the present value of future trade mark deductions. NAIL bears all costs in this
regard.
REVIEW OF RESULTS
The results are attributable to the performance of Kaya FM and Head Office
activities for the year.
DIVIDEND DECLARED
A special dividend of 15 cents per share was declared payable to shareholders
registered on 13 February 2009. The dividend amounted to R19,0 million and
secondary taxation on companies amounted to R1,3 million.
REVIEWED RESULTS BY INDEPENDENT AUDITORS
The results have been reviewed by the joint independent auditors,
PricewaterhouseCoopers Inc and SizweNtsaluba vsp. Their unmodified review
opinion on the provisional consolidated financial statements is available for
inspection at the company`s registered office.
By order of the board
G SNELGAR R KEVAN
27 March 2009
Directors: S Bruyns, G Chadwick, R Kevan, K Setzin, G Snelgar
Date: 27/03/2009 16:09:03 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.
