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WWR
WWR
WWR - White Water Resources - Audited Abridged Consolidated Financial Results
For The Twelve Months Ended 31 March 2009 And Notice Of Annual General Meeting
White Water Resources Limited
(Formerly Matodzi Resources Limited)
Incorporated in the Republic of South Africa
(Registration number: 1933/004523/06)
Share code: WWR ISIN: ZAE000130712
("White Water Resources" or "the company" or "the group")
AUDITED ABRIDGED CONSOLIDATED FINANCIAL RESULTS FOR THE TWELVE MONTHS ENDED 31
MARCH 2009 AND NOTICE OF ANNUAL GENERAL MEETING
CONSOLIDATED GROUP INCOME STATEMENT
Audited Restated 12
12 months months to
to 31 March
Change 31 March 2008
% 2009 R`000
R`000
Other income 1 603 441
Operating expenses (8 787) (7 069)
Operating loss (8.4) (7 184) (6 628)
Investment revenue 129 1 326
Fair value adjustments
(364) 161
Finance costs (1) (345)
Loss before taxation (35.3) (7 420) (5 486)
Taxation 51 (896)
Loss for the year (24.1) (7 369) (6 382)
Attributable to:
Equity holders of the group
(7 369) (6 478)
Minority interest - 96
Total ordinary shares in issue
370 547 286 370 547 286
Weighted average number of ordinary
shares in issue
370 547 286 370 547 286
Earnings per share (cents)
(17.6) (2.0) (1.7)
Headline earnings per share (cents)
(15.8) (2.2) (1.9)
RECONCILIATION OF HEADLINE EARNINGS
Audited Restated
12 months to 12 months to
31 March 31 March
2009 2008
R`000 R`000
Loss for the year (7 369) (6 478)
Adjustments for:
Fair value adjustment on investment
property 364 (161)
Profit on sale of unlisted
investments - (417)
Profit on sale of subsidiary - (1)
Profit on sale of listed
investments (1 024) -
Headline earnings (8 029) (7 057)
CONSOLIDATED GROUP BALANCE SHEET
Audited at Restated at
31 March 31 March
2009 2008
R`000 R`000
ASSETS
Non-current assets
Investment property 3 107 3 471
Property, plant and equipment 1 7
Other financial assets - 33 641
Intangible assets 1 500 -
Current assets
Other financial assets 18 547 -
Trade and other receivables - 1 535
Cash and cash equivalents 5 512 1 222
Total assets 28 667 39 876
EQUITY AND LIABILITIES
Share capital 290 789 294 189
Accumulated losses (265 067) (257 698)
Equity attributable to equity
holders of the group 25 722 36 491
Non-current liabilities 428 443
Current liabilities
Trade and other payables 1 219 1 695
Other financial liabilities 1 298 1 247
Total equity and liabilities 28 667 39 876
Net asset value per share (cents) 6.9 9.8
Net tangible asset value per share 6.5 9.8
(cents)
CONSOLIDATED GROUP CASH FLOW STATEMENT
Audited Restated
12 months to 12 months to
31 March 31 March
2009 2008
R`000 R`000
Cash utilised in operating
activities (2 625) (7 596)
Cash effect of investing activities
6 828 (9 520)
Cash effect of financing activities
87 (23)
Net cash change for the year 4 290 (17 139)
Cash at beginning of the year 1 222 18 361
Net cash at end of the year 5 512 1 222
CONSOLIDATED GROUP STATEMENT OF CHANGES IN EQUITY
Total
Total attributab
share le to
capital and Accumulated equity
premium losses holders of
R`000 R`000 the group
R`000
Balance 1 April 2007 294 189 (251 220) 42 969
Losses for the year - (6 035) (6 035)
Dividends - - -
Prior year adjustment - (443) (443)
Balance 1 April 2008
restated 294 189 (257 698) 36 491
Losses for the year - (7 369) (7 369)
Purchase of own treasury
shares (3 400) - (3 400)
Balance 31 March 2009 290 789 (265 067) 25 722
Minority
interest Total equity
R`000 R`000
Balance 1 April 2007 1 138 44 107
Losses for the year 96 (5 939)
Dividends (1 234) (1 234)
Prior year adjustment - (443)
Balance 1 April 2008 restated - 36 491
Losses for the year - (7 369)
Purchase of own treasury shares - (3 400)
Balance 31 March 2009 - 25 722
COMMENTARY
1. FINANCIAL STATEMENTS - BASIS OF PREPARATION
The financial statements of White Water Resources for the twelve months
ended 31 March 2009 have been prepared in accordance with International
Financial Reporting Standards, IAS 34, the Companies Act, 1973 (Act 61 of
1973), as amended and the Listings Requirements of JSE Limited, and are
based on appropriate accounting policies, consistently applied with those
applied in the most recent audited financial statements which are
supported by reasonable and prudent judgements and estimates.
The results have been audited by the group`s auditors, ACT Audit Solutions
Inc, whose unqualified audit opinion is available for inspection at the
company`s registered office.
2. NATURE OF THE BUSINESS
The company, which operates in South Africa, is engaged in sourcing and
evaluating new mining investment opportunities.
3. FINANCIAL AND OPERATIONAL PERFORMANCE
As at 31 March 2009, the group had accumulated losses of R265.1 million.
The aforementioned losses were accumulated prior to the change of control
of White Water Resources in favour of Trinity Holdings (Proprietary)
Limited ("Trinity Holdings") detailed below. The net loss of the company
for the twelve months was R7.4 million compared to a net loss of R6.5
million for the comparative twelve months ended 31 March 2008.
During the review period JCI Limited ("JCI") agreed to sell its stake in
White Water Resources to Trinity Holdings based on the following share
swap terms: Trinity Holdings will exchange one Randgold & Exploration
Company Limited ("R&E") share for every 126.00003 White Water Resources
shares owned by JCI ("share swap transaction"). Trinity Holdings acquired
211 590 414 White Water Resources shares (57.1%) in the ordinary share
capital of the company. The acquisition of the 211 590 595 White Water
Resources shares constituted a `change in control` of the company and an
`affected transaction` in terms of the Securities Regulation Code on
Takeovers and Mergers and Rules of the SRP, obliging Trinity Holdings to
extend an offer to acquire the entire issued ordinary share capital of the
company that it did not already own or control from White Water Resources
shareholders in exchange for R&E shares at an exchange ratio of 126.00003
White Water Resources shares for each R&E share.
Details of the mandatory offer resulting from the share swap transaction
are set out in a circular to shareholders dated 22 December 2008.
Trinity Holdings acquired a further 32 584 808 White Water Resources
shares from Phomella Investments (Proprietary) Limited based on the same
terms as that relating to the share swap transaction. This amounted to a
total number of 244 175 403 White Water Resources shares, being 65.90% of
the total issued share capital of the company.
On 10 February 2009, it was announced on SENS that White Water Resources
had entered into an agreement with Trinity Asset Management (Proprietary)
Limited ("Trinity Asset Management") to dispose of 100 752 612 of its JCI
ordinary shares to Trinity Asset Management in exchange for 10 605 540
Aflease Gold Limited ("Afgold") ordinary shares ("the disposal"). The
exchange ratio is approximately 9.5 JCI ordinary shares for each Afgold
ordinary share. Details of the disposal are set out in a circular to
shareholders dated 5 June 2009 and incorporating a notice of general
meeting, which general meeting was held on Monday, 29 June 2009 and at
which shareholders ratified the disposal.
The board of directors ("the board") believes that the disposal of the
company`s non-core assets created by the crossholding in JCI is in line
with the company`s strategy and will have a beneficial effect on the
group.
The operational changes at White Water Resources and the subsequent
restructuring caused the earnings per share of the company to decrease
from a loss of 1.7 cents per share to a loss of 2.0 cents per share.
4. PROSPECTS AND FUTURE PERFORMANCE
The board has been mandated to reduce the operational costs of White Water
Resources and to return the company to sustainable profitability.
The new cost structure will enable White Water Resources to build a
stronger company going forward.
5. SEGMENTAL REPORTING
Based on the fact that the risks of return are affected predominantly by
differences in products and services other than by the fact that it
operated in different geographical areas, the directors consider that the
primary reporting format is a business segment. The group was organised
into two different business units. These business units were the basis on
which the group reports its primary segment information. The secondary
reporting format was by geographic segment within the Republic of South
Africa. The risks and returns for the geographic segment were considered
to be the same.
The principal business units in the group were as follows:
Business unit:
Mining Involved in potential mining, prospecting and exploration.
Other operations Represents the interest received on investments.
Business
Segment
Information
Mining Other operations
operations
2009 2008 2009 2008
R`000 R`000 R`000 R`000
Revenue - - - -
Segment result - - (47,142) (38,968)
Operating - - (47,142) (38,968)
profit / (loss)
Investment - - 40,088 34,033
income
Finance costs - - (2) (20)
Profit / (loss) - - (7,420) (4,794)
before tax
Income tax - - 51 (443)
expenses
Profit / (loss) - - (7,369) (5,237)
for the year
Attributable - - - -
to:
- Equity - - - -
holders
- Minority - - - -
interest
Other - - - -
information
Segment assets - - 29,754 39,875
Segment - - (2,935) (3,375)
liabilities
Depreciation - - (6) (30)
Capital - - - (3)
expenditure
Secondary - - - -
product
segmentation
Revenue to - - - -
external
customers
Continue
Business
Segment
Information
Eliminations Group
2009 2008 2009 2008
R`000 R`000 R`000 R`000
Revenue - - - -
Segment result 39,958 32,340 (7,184) (6,628)
Operating 39,958 32,340 (7,184) (6,628)
profit /
(loss)
Investment (39,959) (32,707) 129 1,326
income
Finance costs 1 (325) (1) (345)
Profit / - (692) (7,420) (5,486)
(loss) before
tax
Income tax - - 51 (896)
expenses
Profit / - - (7,369) (6,382)
(loss) for the
year
Attributable - - - -
to:
- Equity - - (7,369) (6,477)
holders
- Minority - - - 96
interest
Other - - - -
information
Segment assets (1,087) - 28,667 39,876
Segment - - (2,944) (3,384)
liabilities
Depreciation - - (6) (30)
Capital - - - (3)
expenditure
Secondary - - - -
product
segmentation
Revenue to - - - -
external
customers
6. POST-BALANCE SHEET EVENTS
The directors are not aware of any matter or circumstance arising since
the end of the twelve-month period.
7. DIRECTORATE
During the year under review, the following directorate changes occurred:
Name Date Date
Appointed Resigned
Peter Gray 24.08.2005 05.08.2008
Les Maxwell 05.02.2007 05.08.2008
Hylton Cochrane 05.08.2008
Nondumiso Swana 05.08.2008 01.03.2009
Waron Mann 27.08.2009
Andile Reeves Nkuhlu 31.10.2006 31.08.2008
Andrew Mlangeni 22.01.2003 20.01.2009
Thabo Kwinana 05.02.2007 20.01.2009
Stephen John Black 01.03.2009
8. DIVIDENDS
In accordance with the memorandum and articles of association of the
company, dividends are proposed and approved by the board of directors of
White Water Resources, based on interim and year-end financial
performances. Payments of dividends will depend on the board`s ongoing
assessment of White Water Resources earnings, financial position,
including its cash requirements, future earnings prospects and other
relevant factors.
No dividends were declared or paid to shareholders during the current
financial period.
9. PRIOR YEAR ADJUSTMENTS
No deferred taxation was provided for on the fair value adjustment on
investment property. The correction of the error(s) results in adjustments
as follows:
12 months to 12 months to
31 March 31 March
2009 2008
R`000 R`000
Balance sheet
Opening retained earnings 443 -
Deferred taxation - (443)
Income statement
Deferred taxation expense - 443
10. NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of White Water
Resources shareholders is to be held at 11:00 on Wednesday, 22 July 2009
at the offices of White Water Resources, Trinity Place, Block D, The
Terraces, Steenberg Office Park, 1 Silverwood Close, Tokai, Cape Town,
7945.
The annual financial statements for the year ended 31 March 2009,
incorporating a notice of annual general meeting, will be mailed to all
shareholders on or about 30 June 2009.
For and on behalf of the board
Waron John Mann Stephen Black
Chief Executive Officer Financial Director
30 June 2009
Directors:
S Swana# (Chairman), WJ Mann (Chief Executive Officer), HW Cochrane*, S Black
(Financial Director).
#Non-executive *Independent Non-executive
REGISTERED OFFICE
Block D, The Terraces, Steenberg Boulevard, Steenberg Office Park, 1 Silverwood
Close, Tokai, Cape Town, 7945
COMPANY SECRETARY
Russel George Frederick Turner
Block D, The Terraces, Steenberg Boulevard, Steenberg Office Park, 1 Silverwood
Close, Tokai, Cape Town, 7945
SPONSOR
Merchantec (Proprietary) Limited
AUDITORS
ACT Audit Solutions Inc
Date: 30/06/2009 16:32:01 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.
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