| Fri 26 Jun 2009, 7:11 | | ICC - ICC - Group audited abridged results for the year ended 31 December 2008 |
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ICC
ICC
ICC - ICC - Group audited abridged results for the year ended 31 December 2008
Industrial Credit Company Africa Holdings Limited
("ICC" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration Number: 1997/010950/06)
Share Code: ICC
ISIN Code: ZAE000053203
Group Audited Abridged Results for the year ended 31 December 2008
Audited Audited
2008 2007
BALANCE SHEET AT 31 DECEMBER R`000 R`000
ASSETS
Non current assets 1 59 178
Property, plant and equipment 1 22 480
Loans receivable - -
Goodwill on acquisition - -
Net investment in finance leases - 36 698
Current assets - 70 014
Due from related companies - 19
Inventories - -
Net investment in finance leases - 55 666
Loans receivable 1 000 44
Trade and other receivables - 7 370
Cash and cash equivalents - 6 915
Total assets 1 001 129 192
EQUITY AND LIABILITIES
Shareholders Funds (4 871) (37 931)
Share capital and premium 132 297 132 297
General risk reserve - 2 620
Revaluation reserve - 1 542
Accumulated loss (137 168) (157 045)
Foreign currency translation reserve - (17 345)
Non current liabilities - 83 077
Long term loans - 82 694
Deferred tax - 383
Current liabilities 5 870 84 046
Short term borrowings 5 261 62 328
Due to related companies 100 2 604
Taxation - 297
Trade and other payables 509 10 849
Cash and cash equivalents - 7 968
Total equity and liabilities 1 001 129 192
Shares in issue at year end (`000) 116 667 116 667
Net asset value per share (cents) (4.2) (32.5)
Net tangible asset value per share (4.2) (32.5)
(cents)
INCOME STATEMENTS Audited Audited
FOR THE YEAR ENDED 31 DECEMBER 2008 2007
R`000 R`000
Revenue 20 328 23 518
Staff costs (4 156) (5 750)
Depreciation (4 137) (3 239)
Other operating expenses (10 (85 473)
141)
- Impairment of loans extended to (70) (1 457)
discontinued operations
- Impairment of Goodwill - (32 000)
- Normal operating expenditure (10 (52 016)
071)
Total operating expenses (18 (94 462)
434)
Other Income 28 693 -
- Profit on disposal of subsidiary 28 693 -
Profit/(Loss) from operating activities 30 587 (70 944)
Finance costs (10 (17 696)
710)
Profit/(Loss) before taxation 19 877 (88 640)
Taxation - 10 144
Net profit/(loss) for the year 19 877 (78 496)
Basic and diluted earnings/(loss) per share 17.04 (67.28)
(cents)
Headline loss per share (cents) (7,56) (39,85)
Weighted average number of shares (`000) 116 667 116 667
CASH FLOW STATEMENTS Audited Audited
FOR THE YEAR ENDED 31 DECEMBER 2008 2007
R`000 R`000
Cash flow generated from operating 142 454 22 760
activities
Cash flow utilised in investing activities 29 339 (6 670)
Cash flow utilised in financing activities (170 (11 682)
442)
Net movement in cash and cash equivalents 1 350 4 408
Cash and cash equivalents at beginning of (1 053) (4 758)
year
Foreign exchange movements on cash and cash (297) (702)
equivalents
Cash and cash equivalents at end of year - (1 053)
(net)
STATEMENT OF CHANGES IN EQUITY
Foreign
Shar Share transla Gene Revalua Acc Total
e Premiu tion ral tion Loss
Capi m reserve rese reserve
tal rves
R`00 R`000 R`000 R`00 R`000 R`000 R`000
0 0
Balance at 1 11 120 (20 2 148 (78 36 185
January 2007 667 630 331) 620 549)
Net loss for the - - - - - (78 (78
year 496) 496)
Foreign currency - - 2 986 - - - 2 986
translation
reserve
Revaluation of - - - - 1 394 - 1 394
buildings
Balance at 31 11 120 (17 2 1 542 (157
December 2007 667 630 345) 620 045) (37
931)
Net profit for - - - - - 19 877 19 877
the year
Disposal of - - 17 345 (2 (1 542) - 13 183
subsidiary 620)
Balance at 31 11 120 - - - (137 (4
December 2008 667 630 168) 871)
COMMENTS
The Board of Directors presents the Group Audited abridged financial results for
the Group for the year ended 31 December 2008 which have been prepared in
accordance with IAS34: Interim Financial Reporting.
NATURE OF THE BUSINESS
The primary business of the Group is financial services, with a focus on the
financing of secured structured leases to clients. Industrial Credit Company
Africa Holdings Limited "ICC", was the holding company of Industrial Credit
Company Zambia "ICC Zambia", which in turn owned all the shares in Industrial
Credit Company South Africa (Proprietary) Limited "ICC South Africa". On 30
September 2008, ICC sold 100% of its shares in ICC Zambia, the details of which
is disclosed below.
BUSINESS REVIEW
The Group focus during 2008 was to maintain leasing products and markets, and to
further develop and expand its product line in respect of operating leases.
The South African Rand weakened against the US Dollar during the period under
review and has traded in a broad band between R6.42 and R7.59. The fluctuation
is largely due to the instability of the US Dollar. The stability of the Rand
is important for shareholders to draw comparatives as the major trading currency
of the Group was US Dollars and Zambian Kwatcha, before translation of the
figures into South African Rand.
ICC South Africa`s contribution towards Group revenues remained immaterial.
FINANCIAL REVIEW
On 30 September 2008, ICC Africa Holdings Limited sold 100% of its shareholding
in ICC Zambia for a net consideration of R 1 million to Vehicle Finance Limited
"VFL". Due to the disposal of ICC Zambia, no segmental analysis has been
presented.
The assets and liabilities of ICC Zambia (after consolidation with ICC South
Africa) on 30 September 2008 were as follows:
R`000
Non-current assets
Property, plant & equipment 38 027
Net Investments in Finance leases 44 726
Current assets 58 757
Total Assets 141 510
Equity (17 477)
Foreign Translation reserve (21 639)
Revaluation reserve 1 542
General risk reserve 2 620
Non-current liabilities 104 217
Current liabilities 83 463
Total Liabilities 187 680
Profit on disposal of subsidiaries 28 693
HEADLINE EARNINGS PER SHARE
The calculation of headline earnings per share is based on a loss of R8 816
million (2007: R.46 496 million), and a weighted average of 116 666 753 shares.
2008 2007
R`000 R`000
Reconciliation of headline loss:
Net profit/(loss) for the year 19 877 (78 496)
Adjusted for:
Profit on sale of subsidiary (28 693) -
Impairment of Goodwill - 32 000
Headline loss (8 816) (46 496)
BASIS OF PREPARATION OF THE AUDITED RESULTS
Statement of Compliance
The audited financial statements comprise a consolidated balance sheet at 31
December 2008, a consolidated income statement, consolidated statement of
changes in equity and summarised consolidated cash flow statement for the year
ended 31 December 2008. The abridged audited financial statements have been
prepared in accordance with the recognition and measurement criteria of
International Financial Reporting Standards ("IFRS") and the presentation and
disclosure requirements of IAS34: Interim Financial Reporting, JSE Listings
Requirements and the South African Companies Act.
The accounting policies applied for the year are consistent with those of the
previous year.
The audited financial statements were approved by the board on 10 June 2009.
Basis of measurement
The audited financial statements have been prepared on the historical cost
basis.
AUDIT OPINION
The results have been audited by the company`s auditors Van Dyk & Associates.
The unqualified and unmodified audit opinion is available for inspection at the
company`s registered office.
CORPORATE GOVERNANCE
The group subscribes to the principles of, and where possible, the
recommendations of the King II code on Corporate Governance.
DIVIDENDS
No dividends will be paid for the foreseeable future.
CHANGE IN CONTROL
Pursuant to the disposal of ICC Zambia and as announced on 10 October 2008 and
15 April 2009, South African Enterprise Development Fund ("SAEDF") has taken
control of ICC with effect from 08 April 2009.
A waiver of an offer in terms of Rule 34 of the SRP Code was granted by the SRP
in terms of the de minimus rule as previously announced.
DIRECTORS
With the exception of Mrs CM van Nieuwkerk, who will oversee a handover process,
Messrs J Chinyanta, A Fletcher, A Karrim and N Molver will resign with effect
from the close of business today. A new board of directors has been appointed
with effect from 24 June 2009 to take control of ICC going forward and will
oversee the injection of new assets into ICC.
The new board will be structured as follows:
Director Position
Malcolmn Dermott Pryor Non-executive Chairman
Robert Nathaniel Black Chief Executive Officer
Emmanuel Appiah Qua-Enoo Executive - Financial
Director
Martin Deon van Rooyen Executive - Compliance and
corporate finance
Frederick Johannes Morrison Executive - Information and
Communication Technology
Rhulani Emmanuel Garrine Executive - New Business
Rafique Symonette Non-executive
Jack Colin Human Non-executive
Brief curriculum vitae of the above directors are set out below:
Malcolmn Dermott Pryor (USA) - Non Executive Chairman
Mr Pryor has over 35 years experience in the finance services industry. Mr
Pryor is an Executive Director, President & CEO of Southern African Enterprise
Development Fund ("SAEDF"). Prior to SAEDF, which he joined in 2006, he was the
Chairman of Pryor, Counts & Co., a leading minority-owned investment banking and
brokerage firm with offices in six cities and total underwriting of municipal
and governmental securities in excess of $49 billion.
Mr Pryor holds an undergraduate degree in Marketing and Economics from Howard
University, and a Masters of Business Administration from the University of
Pennsylvania`s Wharton School.
Robert Nathaniel Black (USA) - Chief Executive Officer
Mr Black joined Goldman Sachs as an associate in 2002, as part of the Liability
Management Group working to restructure the balance sheets of investment grade
companies. As a Vice President, he joined the Leveraged Loan trading desk, where
he learned credit and structuring of unrated and high yield companies. A large
majority of these companies were portfolio companies for private equity shops.
He joined SAEDF in 2008.
Mr Black holds a Bachelor of Science in Economics and a Masters of Business
Administration from the Wharton School of Business. He also holds a Juris Doctor
from the University of Pennsylvania Law School.
Emmanuel Appiah Qua-Enoo CA(SA) - Financial Director GHANA
Mr Qua-Enoo has a combined eight years of Financial Services and Development
Finance expertise. He has specific private equity skills in Finance and
Accounting. He serves as the Chief Financial Officer of SAEDF which he joined in
2006, where his duties includes dealing with: Stakeholder financial reporting
and compliance; Finance and control of the Fund and its portfolio companies;
Review of Fund portfolio valuations; and serving on the Fund`s internal
investment committee. Additionally, Mr Qua-Enoo has experience in valuations,
financial modelling, structuring and taxation.
Martin Deon Van Rooyen - Executive Director - Compliance and corporate finance
Mr Van Rooyen qualified as a Chartered Accountant at PricewaterhouseCoopers and
has been in Commerce since 1994. He is currently part of an International
Investment Team that specialises in Structured Finance and Strategic Management
of Corporate Assets as well as the listing thereof and is a Director of various
companies in South Africa.
Frederick Johannes Morrison - Executive Director - Information and Communication
Technology
Mr Morrison completed a Degree in Computer Science North West University in 1988
as well as an MBA from Ashington UK (e-Commerce). He founded Client Server
Specialist Group (Proprietary) Limited in February 1994, which was later renamed
Vesta Technologies (Proprietary) Limited and listed on the Johannesburg Stock
Exchange in 1998. Mr Morrison is a Director of various companies in South
Africa.
Rhulani Garrine - Executive Director
Mr Garrine established Vision Investments. In 2004 Vision bought a stake in
Labour Supply Chain and Hospitality Solutions Company, Labour outsourcing
companies that are a division of the listed group on the JSE Altx CIC Holdings.
Mr Garrine is a Director of various companies in South Africa.
Rafique Symonette (CAN) - Non-Executive Director
Mr Symonette is the Chief Investment Officer of SAEDF. He provides day-to-day
advisory support to entrepreneurs and sources investment opportunities to
provide equity investments and loans in the form of expansion capital. Prior to
the SAEDF, which he joined in 2005, Mr Symonette worked at GoodWorks
International. As Principal, Enterprise Development, he was responsible for
exploring new fund management opportunities in the enterprise and infrastructure
development sectors.
Mr Symonette holds a Bachelors of Science in Economics from the Wharton School
at the University of Pennsylvania. He is a member of the Wharton Private Equity
Alumni Network. Prior to Wharton, Mr Symonette attended the United Nations
International School in New York City, and the Crescent School in Toronto.
Jack Colin Human CA(SA) - Non-Executive Director
Mr Human, as a qualified Chartered Accountant, joined Kool Aluminium in 1966,
becoming MD and major shareholder before exiting in 1989. He was approached to
join Marlin Corporation as Executive Chairman of the beneficiation division in
1990 and established Roma Tiles, a ceramic tiling manufacturer, which was sold
to General Ceramic in 1998. Currently Mr Human lectures both locally and
internationally in financial modelling. He is currently Chairman and Director
of various companies in South Africa.
SUBSEQUENT EVENTS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
It is the intention of the new controlling shareholder, SAEDF, to inject new
businesses into ICC, which assets are under the existing control of SAEDF. The
Company is currently preparing a business plan for presentation to the
Alternative Exchange Advisory Committee and will update Shareholders in due
course. In the interim, SAEDF has agreed to capitalise ICC in order to cover
costs and working capital requirements, subject to Shareholder approval.
Accordingly shareholders are advised to continue to exercise caution when
dealing in its securities.
For and on behalf of the board of directors
N Justin Chinyanta
Chairman
25 June 2009
Registered office: 2nd Floor, East Wing, 11 Alice Lane, Sandton
Transfer Secretaries: Computershare Investor Services (Pty) Limited, Ground
Floor, 70 Marshall St, Johannesburg
Sponsor: Arcay Moela Sponsors (Pty) Ltd, No. 3 Anerley Rd, Parktown,
Johannesburg
Directors: J Chinyanta*, CM van Nieuwkerk, A Fletcher*, A Karrim*, N Molver*
*Non Executive
Date: 26/06/2009 07:11:18 Produced by the JSE SENS Department.
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