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Thu 7 May 2009, 17:03 CND - Conduit Capital Limited - Condensed consolidated unaudited results for
CND
CND                                                                             
CND - Conduit Capital Limited - Condensed consolidated unaudited results for    
the six months ended 28 February 2009                                           
CONDUIT CAPITAL LIMITED                                                         
Incorporated in the Republic of South Africa                                    
(Registration number: 1998/017351/06)                                           
Share code: CND        ISIN: ZAE000073128                                       
("Conduit" or "Conduit Capital" or "the group")                                 
CONDENSED CONSOLIDATED UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 28 FEBRUARY   
2009                                                                            
CONDENSED CONSOLIDATED INCOME STATEMENT                                         
                                       Unaudited                                
6 months   Unaudited Audited             
                                       ended      restated  12                  
                                       28 Feb     *     6   months              
                                       2009       months    ended               
R`000      ended     31 Aug              
                                                  29 Feb    2008                
                                                  2008      R`000               
                                                  R`000                         
CONTINUING OPERATIONS                                                           
Gross revenue                           406 943    940 194   1 434              
                                                            478                 
Net insurance revenue                   101 088    123 804   237 722            
Other operating revenue                 41 525     54 397    91 656             
Net revenue                             142 613    178 201   329 378            
Operating expenses                      (131 348)  (173 269) (314               
                                                            176)                
- Direct expenses: Insurance and risk   (64 499)   (108 466) (179               
services                                                     782)               
- Administration and other expenses     (26 853)   (26 770)  (56                
                                                            442)                
- Depreciation and amortisation         (1 484)    (1 483)   (3 014)            
- Employee costs                        (38 512)   (36 550)  (74                
                                                            938)                
                                                                                
Operating profit                        11 265     4 932     15 202             
Income from associates                  851        699       1 856              
Investment income                       8 036      3 072     14 831             
Other expenses                          (6)        (10)      (51)               
Finance charges                         (1 889)    (2 828)   (5 308)            
Impairment of goodwill                  -          -         (185)              
Profit before taxation                  18 257     5 865     26 345             
Taxation                                (6 580)    (1 490)   (7 052)            
Profit for the period from continuing   11 677     4 375     19 293             
operations                                                                      
DISCONTINUED OPERATION                                                          
Profit for the period from              -          1 730     3 644              
discontinued operation                                                          
Profit for the period                   11 677     6 105     22 937             
                                                                                
* Refer to note 3 for details                                                   
Attributable to:                                                                
Ordinary shareholders                   7 253     2 710     15 182              
Minority interest                       4 424     3 395     7 755               
- Continuing operations                 4 424     2 531     5 935               
- Discontinued operation                -         864       1 820               
                                                                                
Profit for the period                   11 677    6 105     22 937              
EARNINGS PER SHARE (CENTS)                                                      
Basic                                   2.90      1.20      6.54                
- Continuing operations                 2.90      0.82      5.75                
- Discontinued operation                -         0.38      0.79                
Diluted                                 2.89      1.08      6.51                
- Continuing operations                 2.89      0.73      5.73                
- Discontinued operation                -         0.35      0.78                
Headline                                2.90      1.20      6.38                
- Continuing operations                 2.90      0.82      5.74                
- Discontinued operation                -         0.38      0.64                
Diluted headline                        2.89      1.08      6.36                
- Continuing operations                 2.89      0.73      5.72                
- Discontinued operation                -         0.35      0.64                
SEGMENTAL REPORT FOR CONTINUING OPERATIONS                                      
                                Head                   Financ           Total   
                               office  Insura  Direct  ial     Privat  R`000    
                               &       nce     R`000   servic  e                
treasu  and             es      equity           
                               ry      risk            R`000   R`000            
                               R`000   servic                                   
                                       es                                       
R`000                                    
 Unaudited - 6 months ended 28                                                  
 February 2009                                                                  
 Gross revenue                 13      374     30 932  189     985     406      
824                             943      
 Net revenue                   13      110     30 932  189     985     142      
                                       494                             613      
 Investment income (loss)      784     7 045   351     (187)   43      8 036    
Profit (loss) before taxation (4      13 164  8 905   (160)   367     18 257   
                               019)                                             
 Attributable earnings (loss)  (3      8 540   2 445   (160)   213     7 253    
                               785)                                             
Minority interest             -       717     3 666   -       41      4 424    
 Total assets                  13 630  1 246   32 695  8 313   1 077   1 302    
                                       853                             568      
 Total liabilities             (1      (1 055  (6      (7)     (925)   (1 064   
174)    761)    663)                    530)     
 Capital expenditure           14      2 717   404     -       -       3 135    
                                                                                
 Unaudited - 6 months ended 29                                                  
February 2008                                                                  
 Gross revenue                 45      922     17 164  27      696     940      
                                       262                             194      
 Net revenue                   45      160     17 164  27      696     178      
269                             201      
 Investment income (loss)      (2      4 462   130     -       32      2 081    
                               543)                                             
 Profit (loss) before taxation (6      11 282  2 834   (1      219     5 865    
834)                    636)                     
 Attributable earnings (loss)  (5      8 046   715     (1      144     1 844    
                               882)                    179)                     
 Minority interest             -       1 457   1 074   -       -       2 531    
Total assets                  19 225  1 034   25 865  104     1 019   1 185    
                                       203             772             084      
 Total liabilities             (1      (878    (6      (52     (861)   (940     
                               346)    719)    755)    861)            542)     
Capital expenditure           45      2 397   492     219     3       3 156    
                                                                                
 Audited - 12 months ended 31                                                   
 August 2008                                                                    
Gross revenue                 48      1 389   43 127  31      1 684   1 434    
                                       588                             478      
 Net revenue                   48      284     43 127  31      1 684   329      
                                       488                             378      
Investment income             3       14 507  247     -       74      14 831   
 Profit (loss) before taxation (8      30 604  7 623   (3      406     26 345   
                               970)                    318)                     
 Attributable earnings (loss)  (8      21 933  2 118   (2      220     13 358   
250)                    663)                     
 Minority interest             -       2 757   3 178   -       -       5 935    
 Total assets                  9 267   1 059   30 416  21 062  1 162   1 121    
                                       241                             148      
Total liabilities             (2      (880    (7      (8)     (1      (892     
                               943)    376)    799)            135)    261)     
 Capital expenditure           313     4 408   1 758   306     29      6 814    
                                                                                
CONSOLIDATED BALANCE SHEET                                                      
                             Note    Unaudited    Unaudited    Audited          
                                     as at 28     as at       as at             
                                     Feb 2009     29 Feb 2008 31 Aug 2008       
R`000        R`000       R`000             
ASSETS                                                                          
Non-current assets                    97 349       178 020     123 716          
- Property, plant and                 15 804       27 080      23 952           
equipment                                                                       
- Intangible assets                   47 774       79 490      46 646           
- Investment properties               8 319        17 245      15 791           
- Loans receivable                    8 471        2 512       2 293            
- Deferred taxation                   4 970        9 395       6 168            
- Investments in associates           4 844        3 742       4 602            
- Investments held at fair            7 167        38 556      24 264           
value                                                                           
Current assets                        1 189 702    1 007 064   997 432          
- Insurance assets                    775 291      658 742     678 029          
- Investments held at fair            778          2 022       569              
value                                                                           
- Trade and other             5       169 764      146 131     95 328           
receivables                                                                     
- Taxation                            9 337        8 301       10 463           
- Cash and cash equivalents           234 532      191 868     213 043          
Non-current assets - Held             15 517       -           -                
for sale                                                                        
Total assets                          1 302 568    1 185 084   1 121 148        
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves                  238 038      244 542     228 887          
- Ordinary share capital and          199 185      180 315     199 220          
share premium                                                                   
- Retained earnings                   23 242       2 128       15 989           
- Contingency reserve                 -            1 389       -                
- Share-based payment                 802          569         604              
reserve                                                                         
- Vendors for equity                  -            18 905      -                
                                     223 229      203 306     215 813           
- Minority shareholders`              14 809       41 236      13 074           
interest                                                                        
Non-current liabilities               51 974       72 649      52 962           
- Policyholder liabilities            23 662       21 917      23 662           
under insurance contracts                                                       
- Interest-bearing                    22 063       42 373      22 166           
borrowings                                                                      
- Deferred taxation                   6 249        8 359       7 134            
Current liabilities                   1 012 556    867 893     839 299          
- Insurance liabilities               841 191      728 670     747 963          
- Vendors for cash                    95           2 924       3 049            
- Trade and other payables    5       163 409      90 968      80 598           
- Current portion of                  5 080        39 814      5 142            
interest-bearing borrowings                                                     
- Taxation                            2 752        3 430       2 501            
- Bank overdraft                      29           2 087       46               
                                                                                
Total equity and liabilities          1 302 568    1 185 084   1 121 148        

Net asset value per share             89.19        89.85       86.23            
(cents)                                                                         
Tangible net asset value per          70.10        54.72       67.59            
share (cents)                                                                   
CONDENSED CONSOLIDATED CASH FLOW STATEMENT                                      
                                         Unaudited 6  Unaudited    Audited      
                                         months      restated     12 months     
ended        6 months    ended         
                                         28 Feb 2009 ended        31 Aug 2008   
                                         R`000       29 Feb 2008  R`000         
                                                     R`000                      
Net cash flows from operating          20 461      (10 365)     22 870        
  activities                                                                    
  - Continuing operations                20 461      (14 700)     19 759        
  - Discontinued operation               -           4 335        3 111         
Net cash flows from investing          10 377      17 692       43 575        
  activities                                                                    
  - Continuing operations                10 377      17 911       43 874        
  - Discontinued operation               -           (219)        (299)         
Net cash flows from financing          (9 332)     2 980        (21 184)      
  activities                                                                    
  - Continuing operations                (9 332)     6 979        (13 227)      
  - Discontinued operation               -           (3 999)      (7 957)       

  Total cash movement for the period     21 506      10 307       45 261        
  Cash at the beginning of the period    212 997     179 474      179 474       
  Cash disposed of                       -           -            (11 738)      
Total cash at the end of the period    234 503     189 781      212 997       
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                           
                         Share   Retaine  Other    Minorit  Total               
                         capital d        reserve  y        R`000               
and     earning  s R`000  interes                      
                         share   s R`000           t R`000                      
                         premium                                                
                         R`000                                                  
Balance at 1 September  170 315 807      19 193   40 194   230 509             
 2007                                                                           
 Net proceeds from       10 000  -        -        -        10 000              
 issue of shares                                                                
Profit for the period   -       2 710    -        3 395    6 105               
 Equity options issued   -       -        281      -        281                 
 to executives                                                                  
 Contingency reserve     -       (1 389)  1 389    -        -                   
transfer                                                                       
 Dividends paid          -       -        -        (2 353)  (2 353)             
 Balance at 28 February  180 315 2 128    20 863   41 236   244 542             
 2008                                                                           
Net proceeds from       18 905  -        (18      -        -                   
 issue of shares                          905)                                  
 Disposal of interest    -       -        -        (31      (31                 
 in subsidiaries                                   361)     361)                
Profit for the period   -       12 472   -        4 360    16 832              
 Equity options issued   -       -        35       -        35                  
 to executives                                                                  
 Contingency reserve     -       1 389    (1 389)  -        -                   
transfer                                                                       
 Dividends paid          -       -        -        (1 161)  (1 161)             
 Balance at 31 August    199 220 15 989   604      13 074   228 887             
 2008                                                                           
Cost of issue of        (35)    -        -        -        (35)                
 shares                                                                         
 Profit for the period   -       7 253    -        4 424    11 677              
 Equity options issued   -       -        198      -        198                 
to executives                                                                  
 Dividends paid          -       -        -        (2 689)  (2 689)             
 Balance at 28 February  199 185 23 242   802      14 809   238 038             
 2009                                                                           
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
1    Basis of preparation                                                       
    These condensed consolidated results have been prepared using accounting    
    policies compliant with IAS 34: Interim Financial Reporting,                
International Financial Reporting Standards ("IFRS"), the Companies Act     
    (Act 61 of 1973), as amended and the Listings Requirements of JSE           
    Limited. The accounting policies used are consistent with those of the      
    prior period.                                                               
The interim results have not been audited or reviewed by the group`s        
    auditors.                                                                   
2    Changes in share capital                                                   
    R35 000 in share issue expenses were written off against share premium      
during the period under review.                                             
Details of shares in issue as at the balance sheet dates are as follows:        
                                      28 Feb   29 Feb  31 Aug                   
                                      2009     2008    2008                     
`000     `000    `000                     
                                                                                
  Number of shares in issue           250 277  226 277 250 277                  
  - Shares in issue                   256 380  232 380 256 380                  
- Shares held as treasury shares    (6 103)  (6 103) (6 103)                  
                                                                                
  Weighted average number of shares   250 277  225 856 232 166                  
  - Shares in issue                   256 380  231 959 238 269                  
- Shares held as treasury shares    (6 103)  (6 103) (6 103)                  
                                                                                
  Fully diluted weighted average      251 334  250 954 233 095                  
  number of shares                                                              
- Shares in issue                   257 437  257 057 239 198                  
  - Shares held as treasury shares    (6 103)  (6 103) (6 103)                  
3    Disposal of subsidiaries                                                   
    Conduit Capital disposed of its 50.05% interest in Gateway Capital          
Limited ("Gateway") (which is active in the specialised structured          
    finance industry with a focus on property secured finance activities)       
    with effect from 31 July 2008. As a result of the sale, Gateway is          
    reflected as a discontinued operation in the group`s accounts. Published    
results from prior periods have been restated for comparative purposes.     
    The discontinued operation produced the following results during the        
    periods under review:                                                       
                                                                                

                                                                                
                                      Unaudited                                 
                                      6 months   Unaudited Audited              
ended      restated  12                   
                                      28 Feb     6 months  months               
                                      2009       ended     ended                
                                      R`000      29 Feb    31 Aug               
2008      2008                 
                                                 R`000     R`000                
  Revenue                             -          11 848    26 688               
  Direct expenses: Cost of sales      -          (5 766)   (15                  
331)                 
  Administration and other expenses   -          (1 600)   (3 307)              
  Depreciation and amortisation       -          (102)     (226)                
  Employee costs                      -          (1 307)   (2 493)              
Operating profit                    -          3 073     5 331                
  Investment income                   -          -         112                  
  Negative goodwill on acquisition    -          -         678                  
  of subsidiaries                                                               
Finance charges                     -          (309)     (661)                
  Profit before taxation              -          2 764     5 460                
  Taxation                            -          (1 034)   (1 816)              
  Profit for the period               -          1 730     3 644                
No subsidiary companies were disposed of during the six months under review.    
4    Reconciliation of headline earnings                                        
                                      Unaudited                                 
                                      6 months   Unaudited Audited              
ended      restated  12                   
                                      28 Feb     6 months  months               
                                      2009       ended     ended                
                                      R`000      29 Feb    31 Aug               
2008      2008                 
                                                 R`000     R`000                
  Profit for the period from          11 677     4 375     19 293               
  continuing operations                                                         
Minority interest in profit from    (4 424)    (2 531)   (5 935)              
  continuing operations                                                         
  Earnings used in the calculation    7 253      1 844     13 358               
  of basic earnings per share from                                              
continuing operations                                                         
  Loss on disposal of subsidiaries    -          -         193                  
  After tax profit on revaluation of  -          -         (302)                
  investment properties                                                         
Unclaimed shares written back       -          -         (125)                
  Loss on disposal of property,       4          7         23                   
  plant and equipment (net of tax)                                              
  Impairment of goodwill              -          -         185                  
Headline earnings from continuing   7 257      1 851     13 332               
  operations                                                                    
  Headline earnings from              -          866       1 485                
  discontinued operation                                                        
Attributable profit for the period  -          866       1 824                
  from discontinued operation                                                   
  Less: Negative goodwill on          -          -         (339)                
  acquisition of subsidiary                                                     

  Headline earnings                   7 257      2 717     14 817               
5    Trade receivables and trade payables                                       
    Implementation of the Insurance and Risk Services division`s new ledger     
system enabled the group to give a more accurate breakdown between          
    receivables and payables in the current period than what was previously     
    possible. As a result, certain receivables and payables balances are        
    shown on a gross basis as at 28 February 2009, whilst they have been set    
off in comparative periods. Prior periods` numbers are not restated; any    
    restatement would however have had no impact on net assets, tangible net    
    assets, earnings or headline earnings.                                      
6    Directors                                                                  
There were no changes to the directorate during the period under review.    
7    Dividends                                                                  
                                                                                
    The directors did not recommend any dividend payment to ordinary            
shareholders for the six months ended 28 February 2009 (February 2008:      
    Nil; August 2008: Nil).                                                     
8    Post balance sheet events                                                  
    There were no material post balance sheet events.                           
COMMENTARY                                                                      
GROUP OPERATIONAL REVIEW                                                        
1    HEAD OFFICE AND TREASURY                                                   
    The group`s conservative investment strategy and limited exposure to        
equity markets (R2.6 million as at 28 February 2009) resulted in group      
    cash and near cash resources available for investment increasing to         
    approximately R140 million (29 February 2008: R110 million). These funds    
    are in addition to existing working capital utilised within the group.      
2    CONDUIT INSURANCE AND RISK SERVICES                                        
    Underwriting                                                                
    As previously reported, the reduction in gross premium is attributable to   
    the cancellation of non-performing insurance books, in addition to the      
decline in inward Customer Protection Insurance as a result of the          
    takeover of Ellerine Holdings Limited by African Bank Limited. Although     
    the short-term insurance portfolio performed above expectations, the        
    challenge is to grow premium while navigating through a general insurance   
market awash with inferior quality premium. We are confident that we have   
    the people, skills and systems to successfully do so and, as with our       
    investment portfolio, we will implement a growth strategy with due care.    
    Investments                                                                 
In the period under review, the investment portfolio was further weighted   
    in favour of cash. Whilst this has proved beneficial in the short term,     
    the declining interest rate environment necessitates that we extend the     
    portfolio to cover alternatives which offer improved returns. These         
alternatives will be carefully explored with due regard given to the        
    protection of capital.                                                      
    Statutory funding ratio and credit rating                                   
    The statutory funding ratio of the insurance division`s main asset,         
Constantia Insurance Company Limited ("Constantia"), improved from 29% on   
    29 February 2008 to 56% as at 28 February 2009 (Statutory requirement:      
    15%). Constantia`s international solvency margin increased to 65% as at     
    28 February 2009 (2008: 47%).                                               
Global Credit Rating has recently re-affirmed Constantia`s A- credit        
    rating.                                                                     
3    CONDUIT FINANCIAL SERVICES                                                 
    Conduit Fund Managers (Proprietary) Limited ("CFM")                         
As previously reported, CFM`s activities are for the time being             
    restricted to the management of group investments.                          
4    CONDUIT DIRECT                                                             
    Anthony Richards & Associates (Proprietary) Limited ("ARA")                 
ARA performed particularly well in the last six months and reported a       
    241.8% improvement in earnings compared to the previous corresponding       
    financial period. The operation is exceptionally well run and is expected   
    to perform well in the second half of the year, further entrenching its     
position as a leader in the debt recovery market.                           
CONCLUSION                                                                      
The group finds itself in the unique and favourable position where its          
capital significantly exceeds both its working capital requirements and any     
reasonable growth requirements. While this has been no mean feat in the         
current environment, we are by no means content with our achievements. We       
are of the view that the current environment, while challenging, offers good    
opportunities and we intend to take advantage of these by appropriately         
expanding our insurance activities and gradually returning to an active         
investment strategy, both within and external to the insurance portfolio. To    
achieve this we will seek out opportunities that match our skill set and        
investment appetite. We envisage that this process will take time and is not    
expected to yield short term results, but we are confident that we will be      
able to find opportunities that will unlock significant value for the group     
over the medium to long term. This will in no way detract from our focus on     
our existing operations where our strong balance sheet and conservative         
policies have served us well.                                                   
For and on behalf of the Board                                                  
Jason D Druian                               Lourens E Louw                     
Chief Executive Officer                      Financial Director                 
Johannesburg                                                                    
7 May 2009                                                                      
Directors:                                                                      
Executive directors:          Jason D Druian (CEO), Lourens E Louw (Financial   
Director), Stanley D Shane                         
Non-executive directors:      Reginald S Berkowitz (Chairman), Scott M          
                             Campbell, Gunter Z Steffens OBE                    
Company secretaries:                                                            
Probity Business Services (Proprietary) Limited                                 
Third Floor, JHI House, 11 Cradock Avenue                                       
Rosebank, 2196                                                                  
Registered address:                                                             
Unit 7 Tulbagh, 360 Oak Avenue                                                  
Randburg, 2194                                                                  
PO Box 97, Melrose Arch, 2076                                                   
Telephone: 011 789 3342                                                         
Facsimile: 011 789 3709                                                         
Transfer secretaries:                                                           
Computershare Investor Services (Proprietary) Limited                           
(Registration number: 2004/003647/07)                                           
Ground Floor, 70 Marshall Street                                                
Johannesburg, 2001                                                              
Auditors:                                                                       
Grant Thornton                                                                  
Chartered Accountants (SA)                                                      
Registered Auditors                                                             
Member of Grant Thornton International                                          
Sponsor:                                                                        
Merchantec (Proprietary) Limited                                                
Date: 07/05/2009 17:03:01 Produced by the JSE SENS Department.                  
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