| Wed 27 May 2009, 17:10 | | DLG - Dialogue Group - Change Statement and Notice of Annual General Meeting |
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DLG
DLG
DLG - Dialogue Group - Change Statement and Notice of Annual General Meeting
DIALOGUE GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2005/039219/06)
Share Code: DLG & ISIN: ZAE000083820
("Dialogue" or "the company")
CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
Change Statement
Shareholders are advised that the Annual Financial Statements for the year ended
31 December 2008 ("AFS") were posted to shareholders today, 27 May 2009, and
contain certain modifications to the audited results published on SENS on 24
March 2009. The modifications arose as a result of the following:
1. Corrections to certain line items of the balance sheet and segmental
information shown under the restated 2007 column. The corrections to certain
line items of the balance sheet as well as the segmental information is as a
result of the company inadvertently disclosing the previously reported 2007
figures in the SENS announcement of 24 March 2009, instead of the restated 2007
figures. Accordingly, the corrected line items as disclosed in the balance sheet
and segmental information of the AFS, now state the following:
As reported: SENS AFS
Restated Restated
31 Dec 2007 31 Dec 2007
R`000 R`000
Balance sheet
Trade and other payables 57 974 62 384
Taxation 6 768 2 358
Current liabilities 128 742 128 742
Segment information
Segment assets
Unallocated (Head office) 117 115 117 946
Total assets 236 407 237 238
Segment liabilities
Unallocated (Head office) 83 375 60 456
Total liabilities 160 489 137 570
2. Corrections to line items of the cash flow statement as shown under the
audited 2008 column to reflect the actual figures signed off by the company and
external auditors, but which were inadvertently not disclosed in the SENS
announcement of 24 March 2009. Accordingly, the corrected line items as
disclosed in the cash flow statement of the AFS, now state the following:
As reported: SENS AFS
Audited Audited
31 Dec 2008 31 Dec 2008
R`000 R`000
Cash flow statement
Net cash inflow from 5 606 5 712
operating activities
Cash flow from investing (42 829) (42 935)
activities
Net increase in cash and 17 840 17 840
cash equivalents
The AFS of the company were audited by BDO Spencer Steward (Cape) Inc. whose
unqualified audit opinion is available for inspection at the company`s
registered office.
Shareholders are advised that the said external auditors` unqualified audit
opinion contains an emphasis of matter paragraph which said paragraph was
included in the SENS announcement of 24 March 2009. Subsequently however, it
came to the attention of the external auditors that the statement included in
the emphasis of matter paragraph indicating that Dialogue Group SA (Proprietary)
Limited`s "total liabilities exceed its total assets by R17.252 million" was
incorrect, instead the statement should say that "total liabilities exceed total
assets by R7.993 million". Accordingly the updated emphasis of matter paragraph
included in the AFS now states the following:
"Without qualifying our opinion, we draw attention to the note on going concern
in the directors` report, which indicates that Dialogue Group SA (Proprietary)
Limited, a significant wholly owned subsidiary of Dialogue Group Holdings
Limited, has an accumulated loss of R10 469 226 for the year ended 31 December
2008 (2007 retained income R17 730 069) and as of that date the company`s total
liabilities exceed its total assets by R7 993 719. Its losses for the current
financial period was R28 199 295 (2007: profit R8 366 427). In addition,
Dialogue Group Holdings Limited has incurred losses in the current financial
period of R44 374 779 (2007: profit R617 636). The profits generated in the
business continuity subsidiaries have offset these losses which results in a
consolidated loss attributable to equity shareholders of R58 352 157. These
conditions, along with other matters as set forth in the Directors` Report,
indicate the existence of an uncertainty that may cast doubt about Dialogue
Group Holdings Limited`s ability to continue as a going concern."
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of shareholders will be
held at 11:00 on Thursday, 18 June 2009 at ContinuitySA, Reception B, 62 Old
Pretoria Road, Midrand, Johannesburg, to transact business as stated in the
notice of the Annual General Meeting posted to shareholders, along with the
Annual Report.
Johannesburg
27 May 2009
Designated Advisor
PSG Capital (Proprietary) Limited
Date: 27/05/2009 17:10:06 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.
