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NAI NAN
NAI
NAI/NAN - New Africa Investments Limited - Unaudited interim results of the
group for the six months ended 30 June 2009
NEW AFRICA INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)
(Share codes: NAI and NAN)
(ISIN: ZAE000033338 and ZAE000033346)
("NAIL" or the "Group" or the "company")
UNAUDITED INTERIM RESULTS OF THE GROUP FOR THE SIX MONTHS ENDED 30 JUNE 2009
CONSOLIDATED INCOME
STATEMENT
Unaudit Unaudit Unaudit
ed ed ed
six six year
months months ended
30 June 30 June 31
Decembe
r
2009 2008 2008
Not R`000 R`000 R`000
es
Revenues
- - -
Administration expenses
(4,092) (2,822) (5,004)
Operating loss
(4,092) (2,822) (5,004)
Other gains/(losses)
- - 81
Finance income
548 430 6,332
Share of profit of associates
2,296 826 3,002
Loss before taxation
(1,248) (1,566) 4,411
Income tax expense 1
(1,328) - (1,113)
Profit/(loss) for the period
(2,576) (1,566) 3,298
Attributable to:
Equity holders of the company
(2,576) (1,566) 3,301
Minority interest
- - (3)
Profit/ (loss) for the period
(2,576) (1,566) 3,298
Profit/(loss) per share (cents) 2
(2.0) (1.2) 2.6
Diluted loss per share (cents)
(2.0) (1.2) 2.6
Number of shares taken into 2
account in calculating earnings 126,714 126,760 126,760
per share (`000s)
NOTES
1. INCOME TAX EXPENSE
South African normal tax
- - 1,113
Secondary taxation on companies
(1,328) - -
2.HEADLINE EARNINGS/(LOSS)
Profit/(loss)attributable to
ordinary (2,576) (1,566) 3,301
shareholders
IAS 27 - Overprovision in
reduction of purchase price of - - (81)
New Africa Media
Headline Earnings
(2,576) (1,566) 3,220
Headline profit/(loss) per share
(cents) (2.0) (1.2) 2.5
3.SEGMENTAL ANALYSIS
Head Office
(4,092) (2,822) (5,004)
Total Group
(4,092) (2,822) (5,004)
CONSOLIDATED BALANCE SHEET
Unaudited Unaudited Unaudited
30 June 30 June 31 Dec
2009 2008 2008
R`000 R`000 R`000
Non-current assets
Investments in associate
11,559 13,815 11,505
Current assets
Income tax receivable
10,395 25,773 10,395
Trade and other receivables - -
2,360
Cash and cash equivalents
6,266 6,825 29,117
TOTAL ASSETS
30,580 46,413 51,017
Share capital and premium
4,712 4,814 4,814
Reserves
23,047 37,995 42,862
Minority interest
(9,049) (9,046) (9,049)
Total equity
18,710 33,763 38,627
Current liabilities
Trade and other payables
2,698 3,478 3,218
Borrowings
9,172 9,172 9,172
TOTAL EQUITY AND LIABILITIES
30,580 46,413 51,017
Net asset value per share
(cents) 15.0 27.0 30.0
Number of shares taken into
account in calculating 126,714 126,760 126,760
earnings per share (`000s)
STATEMENT OF CHANGES IN
EQUITY
Share Reserves Minority Total
Capital
and premium Interest
R`000 R`000 R`000 R`000
Balance at 31 December 4,814 39,561 (9,046) 35,329
2007
Profit for the year - 3,301 (3) 3,298
Balance at 31 December 4,814 42,862 (9,049) 38,627
2008
Loss for the period - (2,576) - (2,576)
Odd Lot Offer (102) 9 - (93)
Dividends - (19,014) - (19,014)
Prescribed Dividends - 1,766 - 1,766
Balance at 30 June 2009 4,712 23,047 (9,049) 18,710
CONSOLIDATED CASH FLOW STATEMENT
Unaudite Unaudite Unaudite
d d d
six six year
months months ended
30 June 30 June 31
December
2009 2008 2008
R`000 R`000 R`000
Cash utilised in operating activities (3,837) (5,850) 11,956
- Cash utilised by operations (3,057) (6,236) (8,597)
- Interest received 548 430 6,332
- Taxation refunded/(paid) (1,328) (44) 14,221
Cash effects of investing activities
- Dividends received from Associate - - 4,486
Cash effects of financing activities
- Dividend paid (19,014) - -
Net (decrease)/increase in cash and cash (22,851) (5,850) 16,442
equivalents
Cash and cash equivalents at beginning of 29,117 12,675 12,675
the period
Cash and cash equivalents at end of the 25,280 6,825 29,117
period
COMMENTARY
DIRECTORS` STATEMENT
The directors take pleasure in presenting the unaudited interim results of the
Group for the six months ended 30 June 2009.
BASIS OF PRESENTATION
The Group`s interim financial statements for the six months ended 30 June 2009
have been prepared in terms of International Financial Reporting
Standards("IFRS") in compliance with IAS34: Interim Financial Reporting. The
accounting policies used in preparing the interim financial statements were
consistent with those applied in the 2008 Annual Financial Statements and are in
accordance with IFRS.
REVIEW OF RESULTS
The performance for the period reflects the results of the group`s 24,9%
interest in Kaya FM and administrative expenses incurred in relation to head
office activities. The administrative expenses include R1,8 million in respect
of the Primedia/Capricorn and Odd Lot offers referred to in more detail below.
A dividend of 15 cents per share was declared to shareholders registered on 13
February 2009, the total amount of the dividend (including STC thereon) was
R20,342 million, and largely accounted for the significant decrease in the cash
balance and the related interest income in the period.
PRIMEDIA (PTY) LTD ("Primedia")/ CAPRICORN CAPITAL PARTNERS (PTY) LTD
("Capricorn") OFFER
The full details of the offer to NAIL shareholders to acquire their shares in
NAIL were released on the Securities Exchange News Service ("SENS") on 23
February 2009.
The offer was the culmination of the process which began with a SENS
announcement released on 17 December 2004 in terms of which NAIL shareholders
were advised of Primedia`s firm intention to acquire all of the NAIL ordinary
and "N" ordinary shares ("Nail Shares") for a price of 15,1 cents per share. In
terms of the offer, the price would increase monthly by 0.0967 cents per share
from 1 April 2005. The resultant prior offer price taking into account the
monthly increase as well as cash on the NAIL balance sheet would have amounted
to 24.3 cents per NAIL share.
Subsequent to the announcement, Capricorn joined the Primedia as a joint offeror
(collectively the "Offerors"). Implementation of this offer was however delayed
due to Competition issues which were finally resolved and the relevant
Competition approvals have been received in favour of Primedia and Capricorn.
NAIL announced on 23 February 2008 that it had been informed by the Offerors
that they had acquired NAIL shares for an initial price of 26 cents per NAIL
share, plus an attributable portion of a potential agterskot related to
outstanding tax claims, details of which are set out more fully below.
A mandatory offer was extended to all remaining shareholders in terms of Rule
8.1 of the Securities Regulation Code on Takeovers and Mergers. Subsequent to
the implementation of this offer, the Offerors held the following interest in
NAIL:
NAIL "N" shares NAIL ordinary shares
Number of % Holding Number of % Holding
shares shares
Capricorn 31,922,801 26.10% 2,080,519 49.90%
Primedia 90,159,978 73.50% 1,964,184 47.10%
TAX CLAIMS
The agterskot, if any, will be determined by reference to the outcome of certain
tax issues being resolved, namely, the balance of NAIL`s claim against the South
African Revenue Service ("SARS") for income tax overpayments and the claim by
NAIL`s former subsidiary company, KFM Radio (Pty) Ltd ("KFM") for the recovery
of tax overpayments made following the disallowance of its trademark write off
in terms of Section 11 (gA) of the Income Tax Act.
Judgment was handed down in the Tax Court on 11 May 2009, in the matter of the
disallowed KFM trade mark deduction. The court found that KFM was entitled to
claim a deduction for the R50 million cost incurred in acquiring the KFM
trademarks in terms of Section 11(gA) of the Act. However, the South Africa
Revenue Services ("SARS") was granted discretion to determine the write-off
period of the trade mark deduction allowed. Revised assessments have not yet
been issued by SARS as the write-off of period has not yet been settled.
Assuming that the tax claims are settled in favour of NAIL/KFM, the additional
agterskot related to these tax claims could amount to 30,4 cents per share.
ODD LOT OFFER
An Odd Lot offer was made to NAIL shareholders who held 30 or less NAIL shares
at the close of business on 29 May 2009. The result of the Odd Lot offer was as
follows:
NAIL "N" shares NAIL ordinary shares
Number of Value Number of Value R
shares R shares
Elected/deemed 110,594 75,204 26,875 18,275
to sell
Elected to 222 144
retain
Consequently the "N" share register was reduced by 20 356 (90.9%) shareholders
and the ordinary share register by 3 846 (88.7%) shareholders.
CHANGE IN DIRECTORS
The following changes in the directorate have taken place, subsequent to the 6
month period ended 30 June 2009:
Messrs K Setzin and G Snelgar, non-executive directors have resigned from the
board effective 27 August 2009.
Mr W Kirsh and Ms T Volkwyn have been appointed as non-executive directors
effective 27 August 2009. Mr W Kirsh subsequently resigned on 22 September 2009.
Ms O Ighodaro has been appointed as financial director of the company effective
27 August 2009.
Mr R Kevan has resigned as company secretary and financial director but will
remain as a non-executive director.
Mr E Sather has been appointed as company secretary.
Mr S Bruyns, a current non-executive director, has been appointed as non-
executive chairman of the board.
UNCLAIMED DIVIDENDS
During the period the directors have passed a resolution, in terms of the NAIL
articles of association to prescribe all unclaimed dividends older than 3 years.
SR BRUYNS O IGHODARO R KEVAN
SANDTON
30 September 2009
Directors: SR Bruyns (Chairman), G Chadwick, R Kevan, O Ighodaro, T Volkwyn
Date: 01/10/2009 08:06:00 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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