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VUN
VUN
VUN - Vunani - Condensed Audited Financial Statements For The Year Ended
31 December 2008, Posting Of Annual Report And Notice Of Annual General Meeting
VUNANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000110359
("Vunani" or "the company" or "the group")
CONDENSED AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2008,
POSTING OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
CONDENSED AUDITED ANNUAL FINANCIAL STATEMENTS
Shareholders are advised that the audited annual financial statements for the
year ended 31 December 2008 contain adjustments when compared to the reviewed
results for that year, which were published on SENS on 31 March 2009, as
follows:
Condensed Notes Audited Reviewed Restated Previously
Consolidated Income December December December stated
Statement 2008 2008 2007 December
R`000 R`000 R`000 2007
R`000
Revenue 1 223 065 171 270 239 480 131 981
Other income 18 765 18 395 59 369 59 369
Cost of property 1 (52 097) - (107 499) -
developments sold
Operating expenses 2 (116 599) (107 827) (105 086) (105 086)
Operating profit 73 134 81 838 86 264 86 264
Investment revenue 17 552 17 552 10 962 10 962
Fair value (854 915) (856 768) 689 958 689 958
adjustments
Income from 2 26 539 19 845 31 620 31 620
associates (before
taxation)
Net (loss) / profit (737 690) (737 533) 818 804 818 804
before finance
costs
Finance costs (201 505) (201 505) (107 080) (107 080)
Net (loss)/profit (939 195) (939 038) 711 724 711 724
before taxation
Taxation 3 155 073 180 810 (154 102) (154 102)
Net (loss)/profit (784 122) (758 228) 557 622 557 622
for the year
Attributable to:
Equity 4 (707 845) (756 582) 414 757 487 786
shareholders of
Vunani Limited
Minority 4 (76 277) (1 646) 142 865 69 836
interests
Attributable (loss) (784 122) (758 228) 557 622 557 622
/ profit for the
year
Reconciliation of
headline
(loss)/earnings
(Loss)/earnings (707 845) (756 582) 414 757 487 786
attributable to
equity holders of
Vunani Limited
Adjusted for:
Profit on disposal (4 515) (11 028) - -
of associates
Loss on disposal of 5 646 - - -
associates
Revaluation of 20 499 72 713 (44 496) (157 831)
investment
properties
Headline (loss) / (686 215) (694 897) 370 261 329 955
earnings
000`s 000`s 000`s 000`s
Ordinary shares in 1 234 250 1 234 250 1 177 000 1 177 000
issue at year end
Weighted average 4 1 166 516 1 216 266 965 694 1 177 000
number of ordinary
shares
Diluted weighted 5 1 166 516 1 216 266 1 013 712 1 015 444
average number of
shares
Basic 4 (60.7) (62.2) 42.9 41.4
(loss)/earnings per
share (cents)
Headline 4 (58.8) (57.1) 38.7 28.0
(loss)/earnings per
share (cents)
Diluted 5 (60.7) (62.2) 40.9 48.0
(loss)/earnings per
share (cents)
Diluted headline 5 (58.8) (57.1) 36.5 32.5
(loss)/earnings per
share (cents)
Notes:
Net profit on property developments was previously disclosed in revenue.
Presently disclosed as gross sales value in revenue and cost of developments
separately in terms of IFRS.
Reclassification for 2007: Previously Reclassification Restated
stated R`000 R`000
R`000
Revenue R131 981 R107 499 R239 480
Cost of property R nil (R107 499) (R107
developments sold 499)
Includes a charge for amortisation of intangible assets previously included in
goodwill on the acquisition of associates.
The difference between deferred tax as calculated and assessed losses arose due
to the reclassification of fair value investments.
Previously the outside shareholders` portion of the fair value of investment
property was netted-off minority interest in the income statement, and the
corresponding fair value adjustment transferred to non-distributable reserves.
The minority interest in (loss) / profit after tax now includes the full portion
of their interests. This disclosure misstatement did not have a major impact on
basic earnings per share because the closing number of shares at 31 December
2007 had also been incorrectly used as the denominator in the calculation of
basic earnings per share, rather than the weighted average number of shares
outstanding during the year. The number of shares was also adjusted for the
shares held in the employees share plan. calculation.
Reclassification for 2007: Previously Reclassification Restated
stated R`000 R`000
R`000
Equity holders of Vunani R487 786 (73 029) R414 757
Limited
Minority Interest R69 836 73 029 R142 865
R557 622 R557 622
Basic and headline earnings per share have been calculated in terms of IAS 33
and the headline earnings circular (08/07). Shares held in the employee share
trust have been taken into account in the weighted average number of shares.
These shares are not taken into account in calculating the dilutive effect in
2008 as the Group is in a loss position. The headline earnings adjustments did
not include the effects of tax and minority interests.
Consolidated Notes Audited Reviewed Restated Previously
Balance Sheet December December December stated
2008 2008 2007 December
R`000 R`000 R`000 2007
R`000
ASSETS
Non-current 1 629 865 1 671 355 2 714 592 2 745 037
assets
Investment 6 817 132 807 767 700 935 700 935
property
Property and 5 540 5 540 4 685 4 685
equipment
Goodwill 7 75 596 92 591 11 215 11 216
Investment in 8 206 077 181 077 65 866 65 866
associates
Other 9 488 828 480 821 1 927 597 1 958 041
investments
Deferred tax 3 24 517 101 668 2 729 2 729
Other non- 1 891 1 891 1 565 1 565
current asset
Other intangible 7 10 284 - - -
assets
Current assets 390 937 390 685 283 743 283 743
Other 180 531 180 531 - -
investments
Inventory 6 406 6 406 34 458 34 458
Trade and other 4 890 4 352 11 773 11 773
receivables
Accounts 161 066 161 822 150 108 150 108
receivable from
trading
activities
Trading 456 - - -
securities
Cash and cash 37 588 37 574 87 404 87 404
equivalents
Total assets 2 020 802 2 062 040 2 998 335 3 028 780
EQUITY
Equity 153 657 103 831 809 257 796 426
attributable to
equity holders
of the company
Share capital 250 263 250 263 198 020 198 020
and premium
Revaluation 10 180 524 195 809 504 143 504 143
reserve
Accumulated 10 (277 130) (342 241) 107 094 94 263
(loss) /
retained
earnings
Minority 10 94 728 172 528 171 204 184 036
interests
Total equity 248 385 276 359 980 461 980 462
LIABILITIES
Non-current 1 052 265 1 063 133 1 750 321 1 780 765
liabilities
Other financial 9 1 003 335 968 548 1 563 534 1 593 978
liabilities
Deferred tax 3 48 930 94 585 186 787 186 787
Current 720 152 722 548 267 553 267 553
liabilities
Other financial 9 486 659 525 340 28 786 28 786
liabilities
Receiver of 3 258 2 621 14 984 14 984
Revenue
Trade and other 6, 7 79 797 44 149 51 716 51 716
payables
Accounts payable 150 438 150 438 171 936 171 936
from trading
activities
Trading - - 131 131
securities
Total 1 772 417 1 785 681 2 017 874 2 048 318
liabilities
Total equity and 2 020 802 2 062 040 2 998 335 3 028 780
liabilities
Shares in issue 1 176 444 1 127 250
at year end
(000`s)
Net asset value 13.1 71.8
per share
(cents)
Net tangible 5.8 70.8
asset value per
share (cents)
Notes:
The straight lining of operating leases is disclosed as part of Investment
property. This was previously disclosed in trade and other payables.
The increase in goodwill and other intangible assets is as a result of
acquisitions of various Financial Services Businesses during the year.
The increase relates to the accrual for an additional payment on the acquisition
of an associate that at the time of the reviewed results was considered
uncertain.
Previously the "economic put" determined by valuing the liability was included
in the value of the investment. In terms of IFRS this should be treated as a
reduction in the value of the other financial liabilities, a portion of which is
also disclosed under current liabilities
Reclassification for Previously Reclassification Restated
2007: stated R`000 R`000
R`000
Other investments R1 958 041 (R30 444) R1 927 597
Other financial R1 593 978 R30 444 R1 563 534
liabilities
Outside shareholders` portion of the fair value of investment property and
dividends were netted-off profit for the year, in minority interest, resulting
in the corresponding adjustment to retained earnings and non-distributable
reserves.
Consolidate Share Share Non- Accumulated Minority Total
d Statement capital premium distribut (loss)/ interests equity
of Changes R`000 R`000 able Retained R`000 R`000
in Equity reserves earnings
R`000 R`000
Balance at - 24 706 152 361 44 119 48 689 269 875
31 December
2006
Profit for - - - 414 757 142 865 557 622
the period
Issue of 118 173 196 - - - 173 314
shares
Dividends - - - - (20 350) (20 350)
paid to
minorities
Transfer to - - 351 782 (351 782) - -
revaluation
reserves
Total 118 173 196 351 782 62 975 122 515 710 586
changes
Balance at 118 197 902 504 143 107 094 171 204 980 461
31 December
2007
Loss for - - - (707 845) (76 277) (784 122)
the period
Issue of 5 57 179 - - - 57 184
shares
Purchase of (6) (4 935) - - - (4 941
treasury
shares
Dividends - - - - (199) (199)
paid to
minorities
Transfer to - - (323 619) 323 619 - -
revaluation
reserves
Total (1) 52 244 (323 619) (384 226) (76 476) (732 078)
changes
Balance at 117 250 146 180 524 (277 130) 94 728 248 385
31 December
2008
Notes:
The reasons for the differences are as a result of dividends to minority
shareholders in subsidiaries of the group not being separately disclosed in 2007
and prior years. This had the effect of misstating minority interests, retained
earnings and non-distributable reserves, because of the aggregation:
Non- Retained Total Minority Total
distribut earnings attributable interests equity
able R`000 to equity R`000 R`000
reserves holders of
R`000 the group /
company
R`000
As previously
stated:
Balance at 31 159 782 30 251 214 739 57 807 272 546
December 2006
Profit for the - - 487 787 69 835 557 622
period
Issue of - - 173 314 - 173 314
shares
Transfer to 344 361 (423 775) (79 414) 56 393 (23 021)
revaluation
reserves
Total changes 344 361 64 012 581 687 126 228 707 915
Balance at 31 504 143 94 263 796 426 184 035 980 461
December 2007
Currently
stated:
Balance at 31 152 361 44 119 221 186 48 689 269 875
December 2006
Profit for the - 414 757 414 757 142 865 557 622
period
Issue of - - 173 314 - 173 314
shares
Dividends to - - - (20 350) (20 350)
minorities
Transfer to 351 782 (351 782) - - -
revaluation
reserves
Total changes 351 782 62 975 588 071 122 515 710 586
Balance at 31 351 782 62 975 588 071 122 515 710 586
December 2007
Condensed Audited Reviewed Restated Previously
Consolidated Cash December December December stated
Flow Statement 2008 2008 2007 December
R`000 R`000 R`000 2007
R`000
Cash inflows from 56 144 33 915 163 351 138 860
operating activities
Cash outflows from (298 022) (336 450) (833 661) (833 661)
investing activities
Cash inflows from 192 062 252 705 730 033 754 525
financing activities
(Decrease)/increase (49 816) (49 830) 59 724 59 724
in cash and cash
equivalents
Cash and cash 87 404 87 404 27 680 27 680
equivalents at
beginning of year
Cash and cash 37 588 37 574 87 404 87 404
equivalents at end of
year
Notes:
A large number of the group`s loans are fixed period bullet payment loans. The
interest is capitalised and the loan settled at the end of the period with a
bullet payment. Therefore, the actual cash payment of finance costs is
materially different from the finance costs incurred. Accordingly, it is
considered more appropriate to reflect the actual payment of finance costs in
the cash flow statement.
Interest paid:
Reclassification for Previously Reclass- Restated
2007: stated ification R`000
R`000 R`000
Finance costs (R107 080) R24 492 (R82 588)
Proceeds from R690 001 (R24 492) R665 509
debentures, long term
borrowings, loans and
mortgage bonds
Segmental Reporting Audited Reviewed Restated Audited
December December 2008 December December
2008 R`000 2007 2007
R`000 R`000 R`000
Revenue
Financial Services 233 824 171 270 233 932 131 981
Investment Services (854 915) (856 768) 689 958 689 958
(621 091) (685 498) 923 890 821 939
Attributable
(loss)/profit for the
year
Financial Services 88 514 88 508 88 050 88 050
Investment Services (872 636) (846 736) 469 572 469 572
(784 122) (758 228) 557 622 557 622
Total assets
Financial Services 294 041 298 317 289 994 292 723
Investment Services 1 726 761 1 763 723 2 708 341 2 736 057
2 020 802 2 062 040 2 998 335 3 028 780
BASIS OF PREPARATION OF THE AUDITED RESULTS
Statement of compliance
The condensed annual 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 condensed annual 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 IAS 34, Interim Financial Reporting.
The basis of preparation is consistent with accounting policies used in the
prior year.
Basis of measurement
The condensed annual financial statements for the year ended 31 December 2008
have been prepared in accordance with IFRS and are based on appropriate
accounting policies consistently applied and supported by reasonable and prudent
judgements and estimates.
AUDIT REPORT
The annual financial statements for the year ended 31 December 2008 have been
audited by the company`s auditors, Deloitte & Touche, whose unqualified audit
report thereon is available for inspection at the company`s registered address.
POSTING OF ANNUAL REPORT
The annual report for the year ended 31 December 2008 will be posted to
shareholders shortly.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of the
company will be held on Thursday, 20 August 2009 at 10h00 at the company`s
offices, Vunani House, Athol Ridge Office Park, 151 Katherine Street, Sandton,
Johannesburg, to transact the business as stated in the notice of annual general
meeting forming part of the annual financial statements.
SANDTON
13 July 2009
Lead Designated Adviser:
Grindrod Bank Limited
Joint Designated Adviser:
Vunani Corporate Finance
Date: 13/07/2009 08:05:20 Produced by the JSE SENS Department.
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