| Tue 16 Feb 2010, 12:50 | | JCD - JCI LIMITED - Group Net Asset Value Statement At 31 December 2009 |
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JCD KRHT
JCD
JCD - JCI LIMITED - Group Net Asset Value Statement At 31 December 2009
JCI LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1894/000854/06)
Share Code: JCD (Suspended)
ISIN: ZAE0000039681
("JCI" or "the Company")
GROUP NET ASSET VALUE STATEMENT AT 31 DECEMBER 2009
DIRECTORS` RESPONSIBILITY STATEMENT
The JCI directors are responsible for the preparation and presentation of the
Group NAV Statement of JCI at 31 December 2009 and accompanying Notes as set
out herein.
The Group NAV Statement has been prepared in accordance with the basis of
preparation set out in the accompanying Notes for the purpose of providing
the shareholders of JCI with financial information determined in accordance
with the basis of preparation set out in note 2, and has not been prepared in
accordance with IFRS or other generally accepted accounting principles.
The JCI directors` responsibility includes determining that the basis of
preparation is an acceptable basis for preparing and presenting the Group NAV
Statement and accompanying Notes, and making accounting estimates, which, in
the opinion of the JCI directors, are reasonable in the circumstances.
KPMG Inc, the independent auditor, is responsible for reporting on whether,
based on the auditor`s procedures arising from a limited assurance
engagement, the Group NAV Statement at 31 December 2009 has been prepared, in
all material respects, in accordance with the basis of preparation set out in
the accompanying Notes.
Approval of the Group NAV Statement
The Group NAV Statement at 31 December 2009 and accompanying Notes were
approved by the JCI board on 9 February 2010 and signed on its behalf by:
Peter Henry Gray
Chief Executive Officer
Leslie Arthur Maxwell
Financial Director
9 February 2010
The Directors
JCI Limited
10 Benmore Road
Sandton 2146
9 February 2010
LIMITED ASSURANCE REPORT OF THE INDEPENDENT AUDITOR TO THE SHAREHOLDERS OF
JCI LIMITED
We have performed our limited assurance engagement on the Group NAV Statement
of JCI at 31 December 2009 and accompanying Notes, as set out on pages 3 to
13.
Directors` responsibility for the Group NAV Statement
The JCI directors are responsible for the preparation and presentation of the
Group NAV Statement in accordance with the basis of preparation set out in
the Notes to the Group NAV Statement. This responsibility includes
determining that the basis of preparation is an acceptable basis for
preparing and presenting the Group NAV Statement and making accounting
estimates, which, in the opinion of the JCI directors, are reasonable in the
circumstances.
Auditor`s responsibility
Our responsibility is to conclude on whether the Group NAV Statement at 31
December 2009 has been prepared on the basis of preparation set out in the
accompanying Notes, based on the procedures performed by us in a limited
assurance engagement. There are no International Standards on Auditing
(Engagement Standards) applicable to an engagement of this nature. In these
circumstances we applied our professional judgement in planning and
performing our procedures to obtain limited assurance on the Group NAV
Statement in accordance with the basis of preparation set out in the
accompanying Notes. Our evidence gathering procedures are more limited than
for a reasonable assurance engagement. We believe that the evidence we have
obtained is sufficient and appropriate to provide a basis for our conclusion.
Summary of work performed
Our work included making enquiries of management and performing procedures to
obtain evidence in respect of the amounts and disclosures in the Group NAV
Statement in accordance with the basis of preparation set out in the
accompanying Notes. We have evaluated the appropriateness of the basis of
preparation in the circumstances and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation
of the Group NAV Statement.
Conclusion
Based on the procedures performed by us, nothing has come to our attention
that caused us to believe that the Group NAV Statement at 31 December 2009
has not been prepared, in all material respects, on the basis of preparation
set out in the accompanying Notes.
Restriction on use of this report
The Group NAV Statement has been prepared, in all material respects, in
accordance with the basis of preparation, set out in the accompanying Notes.
The Group NAV Statement and our limited assurance report may not be suitable
for any other purpose.
KPMG Inc
Registered Auditor
Per: S Bavhana
Chartered Accountants (SA)
Director
15 February 2010
KPMG Crescent
85 Empire Road
Parktown, 2193
Johannesburg, South Africa
GROUP NET ASSET VALUE STATEMENT
At 31 At 31 March
December
2009 2008
Note R `000 R `000
s
ASSETS
Listed investments 3 910 852 1 705 101
Goldfields 843 446 1 449 293
R&E 67 406 189 596
Other listed investments - 64 205
Derivative instruments - 2 007
Unlisted investments 787 221 782 879
Boschendal 4 397 190 160 988
Jaganda 5 140 984 284 302
FSD Investment 6 241 547 252 766
Businesses held for sale 7 - 68 823
Loans 8 7 500 16 000
Other assets 92 070 94 185
Investment properties 9 40 519 30 498
Cash and cash equivalents 10 51 551 63 687
TOTAL ASSETS 1 790 143 2 582 165
LIABILITIES
Litigation settlement 11 (307 500) (373 335)
agreement
Income tax payable 12 - -
Deferred taxation 13 (22 674) (2 564)
Trade and other payables 14 (215 743) (207 319)
TOTAL LIABILITIES (545 917) (583 218)
NET ASSETS 1 244 226 1 998 947
No of shares No of shares
ISSUED SHARES 15
Number of shares in issue 2 224 798 993 2 224 798
993
Treasury shares (217 656 187) (202 115
127)
Net shares in issue 2 007 142 806 2 022 683
866
Group NAV per share - Rand 0.6199 0.9883
NOTES TO THE GROUP NAV STATEMENT AT 31 DECEMBER 2009
1. PURPOSE OF THE GROUP NAV STATEMENT
On 7 April 2006, JCI published unreviewed, unaudited and restated provisional
financial results for the six months ended 30 September 2005, and for each of
the years ended 31 March 2004 and 31 March 2005 ("provisional results").
In the accompanying commentary to those provisional results, the JCI directors
indicated, inter alia, that due to the extent of the misappropriations, for
which details were disclosed in the commentary, there may have been other
material events and circumstances of which the JCI directors were not aware
and which may have had a material effect on JCI. These may have affected the
completeness and accuracy of the information reflected in the provisional
results and/or may have had the effect that the provisional results did not
reflect a true and complete account of the financial and other affairs of
JCI. In these circumstances the JCI directors disclaimed any liability in
respect of the accuracy, correctness and/or completeness of the information
reflected in the provisional results. This is still the position.
KPMG Inc. was appointed as the independent auditor of JCI during October 2005.
In view of the uncertainties relating to the provisional results, and the
disclaimer by the JCI directors, they were unable to, and did not, express an
audit or review opinion on the provisional results. This is still the
position.
The Group NAV Statement has been prepared to provide shareholders with financial
information which may inter alia be used at a later date to assist them with
a decision on the proposed settlement agreement with R&E (refer to note 18).
2. BASIS OF PREPARATION
The Group NAV Statement has been prepared from information available to the JCI
directors and may not be complete for the reasons given in note 1 above. In
particular, the Group NAV Statement excludes major claims and counter claims
between JCI and R&E and does not include proforma adjustments relating to the
proposed settlement between them.
Other than for these claims, the Group NAV Statement includes all known
significant assets and liabilities of the JCI Group and associate companies.
The Group NAV Statement includes the value of JCI`s investment in FSD.
The Group NAV Statement has been prepared in Rands. All financial information is
presented in Rands and has been rounded to the nearest thousand. Foreign
currency monetary and non-monetary items are reported using the closing rate
at 31 December 2009.
The Group NAV Statement required the JCI directors to make judgements, estimates
and assumptions that affect the basis of preparation and the reported amounts
of assets and liabilities. Actual results may differ from these estimates.
The assets and liabilities of subsidiaries are included in the Group NAV
Statement, except in instances where the subsidiaries are considered as
businesses held for sale, or if the subsidiaries are considered to be
insolvent, or dormant, or if the ownership of the assets and liabilities
could not be proven. However, insolvent subsidiaries` liabilities have been
included to the extent where JCI or any of its other subsidiaries have
guaranteed the liabilities.
Intra-group balances are eliminated in the preparation of the Group NAV
Statement.
The Group NAV Statement has not been prepared in terms of IFRS, but on the basis
discussed under each heading below:
2.1 Listed investments
The JCI Group`s listed investments, except for the investment in R&E, are based
on the VWAP for December 2009 comprising 21 trading days (2008: VWAP for
March 2008 comprising 19 trading days).
The value of the R&E investment is based on the NAV per share of R&E at 31
December 2009, as disclosed to JCI by the directors of the R&E Group (March
2008: NAV per share of R&E at 31 March 2008, as disclosed to JCI by the
directors of the R&E Group, after adjusting for the proposed merger ratio of
95 to 1)
SAFEX futures were derivative instruments and were measured at the fair value of
the instrument at 31 March 2008. The fair value of the futures was based on
the amount of cash that would have been received if the future contracts were
closed out on 31 March 2008 which included the profit/loss on the
instruments.
2.2 Other assets
2.2.1 Boschendal and Jaganda
These investments are valued on the basis described in the notes 4 and 5
respectively.
2.2.2 FSD
FSD has been valued per note 6.
2.3 Businesses held for sale
The fair values of these businesses are based on the latest offer received as an
indication of the businesses` minimum values. The actual sales value was used
where the business has been sold.
2.4 Loans
Loans are only brought into account when they are either certain of recovery or
are secured by assets which value can be determined.
2.5 Other assets
Other assets include investment properties and cash and cash equivalents.
2.5.1 Investment properties
Where an agreement is signed to sell the properties the value is based on the
consideration in the signed agreement.
Where there are no such agreements in place, the value is based on the latest
offer to purchase received from a third party.
Where there are no such offers to purchase, a rental yield basis has been used
to determine the value.
2.5.2 Cash and cash equivalents
Cash and cash equivalents comprises cash and cash deposits with banking
institutions. The carrying amount of cash and cash deposits with banking
institutions approximates fair value.
2.6 Taxation
2.6.1 Income tax payable
Income tax payable comprises taxation payable calculated on the basis of the
expected taxable income using the tax rates enacted or substantively enacted
at the reporting date, and any adjustment of income tax payable for previous
years.
Income tax payable has been calculated based on the best information currently
available to the directors given the circumstances detailed in note 1 above
(including prior year assessments and management`s interpretation of current
tax law).
2.6.2 Deferred taxation
Deferred taxation is provided based on temporary differences. Temporary
differences are differences between the carrying amounts of assets and
liabilities reported in the Group NAV Statement and their tax base.
The amount of deferred taxation provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and liabilities
using tax rates enacted or substantively enacted at the reporting date.
A deferred taxation asset is recognised only to the extent that it is probable
that future taxable profits will be available against which the associated
unused tax losses, unredeemed capital expenditure and deductible temporary
differences can be utilised. Deferred taxation assets are reduced to the
extent that it is no longer probable that the related tax benefit will be
realised.
2.7 Trade and other payables
Trade and other payables include accruals and other amounts payable, based on
management`s best estimate at the reporting date.
2.8 Contingent assets
Contingent assets are disclosed when it is probable that they will be realised.
The amounts disclosed are the best estimate of amounts expected to be
recovered. Due to the complex nature of the legal and forensic proceedings
underway the actual amounts to be recovered from the misappropriation of the
JCI Group`s assets could vary significantly.
2.9 Contingent liabilities
Contingent liabilities are disclosed when it is probable that they will be
realised. The amounts disclosed are the best estimate of amounts expected to
be paid.
All guarantees are disclosed even if the directors are of the opinion that they
will not be called up or JCI is to be released from such guarantees on the
sale of the underlying assets or businesses.
No of Value per At 31
shares share At 31 March
/futures /futures December 2008
2009
R R `000 R `000
3. Listed investments
Goldfields 7 948 106.1138 843 446 1 449 293
508
R&E 8 305 4 278.1160 67 406 189 596
427
Other listed investments - 64 205
Matodzi - - - 53 744
Simmers - - - 10 461
Derivative instruments - 2 007
Goldfields SAFEX futures - - - 2 007
910 852 1 705 101
3.1 Listed investments
The value of the listed investments, except for the investment in R&E,
is based on the VWAP for December 2009 comprising 21 trading days.
3.2 Derivative instruments
Goldfields SAFEX futures
Goldfields SAFEX futures - - - 2 007
Deposit - variance margin (disclosed under
cash refer note 12) - 28 197
Deposit - initial margin (disclosed under cash refer - 26 622
note 12)
- 56 826
The value of the Goldfields SAFEX futures was based on the closing rate
per future at 31 March 2008. The value represented the mark to market
price of the futures at 31 March 2008 less the mark to market prices at
the inception of the contract.
Each Goldfields SAFEX futures contract was convertible into 100
ordinary Goldfields SAFEX Shares on expiry of the future contracts.
Thus the Goldfields futures were convertible into Goldfields shares on
expiry date of the future contracts.
The variance margin is the surplus cash in the JCI futures trading
account that is used to settle the daily mark to market price
movements.
The initial margin on the contract is the cash deposited with SAFEX
held as security by SAFEX over the futures.
3.3 R&E NAV
For the 31 December 2009 NAV, the value of the R&E investment is based
on the NAV per share of R&E at 31 December 2009, as disclosed to JCI by
the directors of R&E Group, prior to any adjustments for the proposed
settlement between JCI and R&E. For the 31 March 2008 NAV, the value of
the R&E investment is based on the adjusted NAV per share of R&E as
presented for merger purposes.
2009 2008
R R
Net Asset Value per share - R&E Group NAV Statement 8.1160 8.3607
as disclosed to JCI by the directors of R&E Group
Net Asset Value per share - adjusted to reflect N/A 27.9453
the proposed merger ratio of 1 R&E share for 95 JCI
Shares
At 31 At 31
Decemb March
er
2009 2008
R `000 R `000
4. Boschendal
20.002% investment through Moregate 55 007 45 006
42.668% investment through JCI Investment Finance 117 -
(Pty) Ltd 342
Debentures in Kovacs including interest and profit - 115 077
share
Loan to Boschendal 224 905
841
Total investment in Boschendal 397 160 988
190
The investment in Boschendal is held through an investment via Moregate
and JCI Investment Finance (Pty) Limited.
During July 2009 JCI Investment Finance (Pty) Ltd acquired Kovacs`
Boschendal shares, and Kovacs settled the debentures. The Boschendal
investment has been valued at the price contained in that purchase
agreement.
The JCI board is of the opinion that the valuation as detailed above of
R397 million is fair and reasonable.
5. Jaganda
Investment at valuation 140 984 284 302
The investment in Jaganda comprises 357 374 000 preference shares. The
preference shares mature in June 2010.
During April 2006 JCI instituted an action against Jaganda for the delivery
of 357 374 000 preference shares held by JCI in that company which holds
ordinary shares in Simmers. Jaganda has disputed the validity of the
preference shares. Jaganda acknowledges that it is indebted to JCI for R89.3
million, which is the original value of the preference shares, but denies
further obligations. Pleadings in respect of the disputes have closed and the
matter was postponed due to an application for liquidation of Jaganda. The
liquidation application was contested by JCI, and was set aside on 8 December
2009. The other disputes are waiting to be heard by court of law.
The preference shares carry interest at prime bank overdraft rate (South
Africa) only in the event and to the extent that Simmers pays dividends to
its shareholders. In addition, on redemption, 20% of the 21-day VWAP of the
Simmers quoted share price on the JSE that exceeds 25 cents per share becomes
payable to JCI in cash. At a Simmers share price of R1.6950 (March
2008:R5.7053), which is the VWAP for December 2009, the total upside of the
Jaganda preference shares agreement is R193 million (March 2008:R479.3
million).
The JCI directors have placed a value of R141 million (March 2008:R284
million) on the investment in Jaganda, this being the midpoint of the
original face value of the preference shares (i.e. R89.3 million) and the
total value of the 20% upside as detailed above. The directors are of the
opinion that this is a fair and reasonable value as there may be costs
associated with enforcing our rights.
At 31 At 31
December March
Value per 2009 2008
share
Number of Shares R R `000 R `000
6. FSD
investment
Shares held 9 978 350 24.2071 241 547 252 766
in FSD
At 31 December 2009 JCI`s investment in FSD Group has been valued at
R24.2071 per share as this is the value used in the settlement of loans
from FSD Group and R&E and the investment in FSD. The settlement during
January 2010 resulted in the settlement of the loans by R&E exercising
their security over 6 690 610 FSD shares and the payment of a dividend
by FSD sufficient to settle the remaining outstanding loan. With the
settlement of the loans the remaining security has been released.
At 31 At 31
December March
2009 2008
R `000 R `000
7. Businesses held for sale
AMT (Sales agreement signed 31 March 2008) - 36 200
AML, MSI, Cueincident including CMMS Loan account - 16 423
(Monies received subsequent to March 2008)
Bioclones (Sales agreement signed 18 February - 4 200
2008)
Skygistics (Sales agreement signed 30 November - 12 000
2007)
- 68 823
All the above businesses held for sale had been valued by the JCI
directors based upon signed sales agreements received for the
investments. The above amounts were received subsequent to 31 March
2008.
The JCI Group has an investment in the Lyons group which has not been
included as the JCI directors have not received any offers and are of
opinion that it would not be prudent to attribute any value to this
business at the current time.
8. Loans
Loans to Lyons secured by immovable 7 500 16 000
properties
The loans to Lyons have been valued, based on the value of the
concluded sale agreements of the properties held as security for the
repayment of the loans.
ABSA holds R7.5 million of the proceeds received from the sale of
the Sandton Emperor penthouse Unit 1004 property until the release
of the guarantee. However, management has entered into an agreement
with a third party where the third party has undertaken to have the
guarantee released.
At 31 At 31
December March
2009 2008
R `000 R `000
9. Investment properties
Valued at offer price
Houghton property (Offer accepted 30 May 2007) - 3 500
St James Place - London (Date of offer January 23 578 19 498
2010)
Valued at valuation
Investment House (Conclusion of share
purchase 2 November 2008) 16 941 7 500
40 519 30 498
These properties are held through subsidiary companies. The value of the St
James Place property was based on an offer to purchase received, which is
still being negotiated further by the directors. Investment House has been
valued on the net present value of future rental income less the outstanding
bond. (March 2008: Cost)
10. Cash and cash equivalents
Cash and cash deposits 51 551 8 868
Deposits - Variance margin on Goldfields -
future contracts (restricted cash) 28 197
Deposits - Initial margin on Goldfields future - 26 622
contracts (restricted cash)
51 551 63 687
11. Litigation settlement agreement
Investec fee (267 500) (373 335)
Letseng legal/ indemnity costs (40 000) -
(307 500) (373 335)
The Investec loan agreement provides for a profit share to be paid as a
fee to Investec on certain selected assets of JCI and the parties have,
in terms of the litigation settlement agreement signed on 20 January
2010, resolved to settle the fee at R267.5 million (March 2008: JCI
directors` interpretation of the Investec loan agreement).
The Letseng legal/indemnity costs are payable to Letseng Diamond Limited
in terms of the litigation settlement agreement signed on 20 January
2010.
Investec hold the following assets as security for the
outstanding fee:
Number of shares Value per At 31 At 31
share December March
2009 2008
R R `000 R `000
Goldfields 7 902 240 106.1138 838 537 1 439 750
Matodzi - - - 47 740
R&E 5 039 318 8.1160 40 899 90 696
Boschendal 397 190 160 988
Jaganda 140 984 284 302
1 417 610 2 023 476
At 31 At 31
December March
2009 2008
R `000 R `000
12. Income tax payable
The group has settled with SARS in relation to CGT and Income Tax. The
group has no taxable income.
13. Deferred taxation
Deferred taxation (22 674) (2 564)
The deferred taxation balance is as a result of temporary differences
on listed investments, unlisted investments and investment properties,
except where the deferred tax liability has been offset against
deferred tax assets in the respective JCI Group companies.
No deferred taxation assets were raised on the assessed losses of the
JCI Group as it is not probable that future taxable profits will be
available when the related deductible temporary differences reverse.
14. Trade and other payables
Trade and other (6 954) (73 100)
payables
R&E loan (91 357) -
FSD group (117 432) (134 219)
loans
(215 743) (207 319)
Trade and other payables include provisions for unsettled legal claims
and matters that JCI is engaged in. JCI has also raised provisions for
amounts for which it has provided security; which amounts JCI believes
will not be settled by the principal debtor.
R&E and FSD group loans:
These loans which total an amount of R209 million were settled during
January 2010 and have been reflected at full settlement value.
At 31 At 31
December March
2009 2008
R `000 R `000
15. Issued Shares
15.1 Treasury shares
Treasury shares are JCI shares held by 217 656 187 202 115 127
subsidiary companies.
15.2 Shares identified for cancellation
Shares identified for possible 194 874 834 194 874 834
cancellation
Shares in the possession of R&E (104 000 000) (104 000 000)
Total shares identified for possible 90 874 834 90 874 834
cancellation excluding the shares held by
R&E
The above shares have been identified as fraudulent issues by the
previous board. For the purpose of calculating the net shares in issue
the number of shares in issue has not been reduced by the shares
identified for possible cancellation for the following reasons;
a) the 104 million JCI shares are in the possession of R&E with whom
JCI has signed a settlement agreement and
b) the balance of 90 874 834 shares have been excluded as legal
proceedings in relation thereto have not yet been finalised.
16. Contingent assets
The JCI Group has several assets not included in the Group NAV
Statement as their value, recoverability and ownership cannot be
determined with any reliability at this time.
16.1 Claims against third parties (excluding R&E)
JCI has identified various claims against third parties. It is not
prudent at this stage to disclose a claim value or a break-down
thereof, or to identify a name or to disclose any other relating
details as it might influence the recoverability of these claims.
17. Contingent liabilities R `000
The JCI Group has provided the following
guarantees:
Nedbank on behalf of Boschendal 109 503
Nedbank on behalf of AML (to be released 3 800
as part of the sale of AML to
Mvelaphanda)
DME, SARS and financial institutions 190
No provision has been raised for these guarantees
The directors have assessed all claims and have raised provisions for
those claims which they consider to be probable and at values
estimated to be the settlement values.
18. Subsequent events
On 20 January 2010 JCI and R&E concluded and signed a Settlement Agreement in
terms of which all claims (with certain specified exclusions) between them
are, subject to the fulfillment of certain suspensive conditions, fully and
finally settled. In this regard shareholders are referred to the detailed
announcement by JCI and R&E on 28 January 2010.
The table below sets out the unaudited pro forma financial effects of the
settlement on the NAV and tangible NAV attributable to a JCI share held by a
JCI shareholder. The unaudited pro forma financial effects are prepared for
illustrative purposes only and due to their nature may not fairly present
JCI`s financial position. The directors of JCI are responsible for the
preparation of the unaudited pro forma financial effects.
Before the After the % change
settlement settlement after the
settlement
NAV - cents per JCI 61.99 19.99 (66.59)
share
Net tangible asset 61.99 19.99 (66.59)
value - cents per JCI
share
Shares in issue 2 224 798 3 780 509 213 69.93
993
Treasury shares (217 656 187) (397 579 246) 82.66
Net shares in issue 2 007 142 806 3 382 929 967 68.54
Notes and Assumptions:
1. The "Before the settlement" column of the table is based on the JCI NAV
statement as at 31 December 2009 as published on SENS simultaneously with
this announcement. It must be noted in this respect that the JCI NAV
statement as set out makes no provision for the R&E claims, which are the
subject of the settlement, and the "Before the settlement" column is
misleading in that respect.
2. The "After the settlement" column of the table is calculated using the
following assumptions:
- the issue of 1 555 710 220 new JCI ordinary shares in terms of the
Settlement Agreement announced on 28 January 2010;
- The transfer of 6 051 632 shares in Goldfields to R&E in terms of the
Settlement Agreement announced on 28 January 2010;
- The immediate distribution by R&E at the above items.
The NAV and net tangible asset value were calculated on the assumption that
the settlement was effective as at 31 December 2009.
No other material events occurred subsequent to 31 December 2009 other than
those disclosed elsewhere in the Group NAV Statement.
19. Encumbrances
Except as noted above in the notes, no significant assets have been
encumbered or pledged other than those disclosed elsewhere in the Group
NAV Statement.
20. Comparatives
The March 2008 have been restated to bring the FSD disclosure in line with
that of December 2009, this change has had no effect on the comparative NAV per
share.
GLOSSARY OF TERMS
"AMT" Kovacs 620 (Proprietary) Limited (Registration number
2003/019844/07) trading as Advanced Medical Technologies,
a private company incorporated in South Africa;
"AML" African Maritime Logistics (Proprietary) Limited
(Registration number 2000/011486/07), a private company
incorporated in South Africa;
"Bioclones" Bioclones (Proprietary) Limited (Registration number
1982/005469/07), a private company incorporated in South
Africa;
"Boschendal" Boschendal Limited (Registration number 2002/023534/06), a
public company incorporated in South Africa;
"CGT" capital gains tax levied in terms of the Income Tax Act;
"CMMS" Consolidated Mining Management Services Limited
(Registration number 1925/008135/06), a public company
incorporated in South Africa and a subsidiary of the JCI
Group;
"Cueincident" Cueincident (Proprietary) Limited, (Registration number
2000/000708/07), a private company incorporated in South
Africa;
"DME" Department of Minerals and Energy;
"Du Preez The Du Preez Leger Project is a project encompassing the
Leger Project" the farms Du Preez Leger 324, Jokersrus 72, Milo 639,
Rebelkop 456, Tweepan 678 and Vermeulenskraal 223 located
in the district of Virginia in the Free State Province;
"FSD" Free State Development and Investment Corporation Limited
(Registration number 1944/016931/06), a public company
incorporated in South Africa, jointly held by JCI and R&E;
"GFO" Gold Fields Operations Limited (formerly Western Areas
Limited) (Registration number 1959/003209/06), a public
company incorporated in South Africa, and a wholly owned
subsidiary of Gold Fields;
"Goldfields" Gold Fields Limited (Registration number 1968/004880/06),
a public company incorporated in South Africa, the shares
of which are listed on the JSE;
"IFRS" the International Financial Reporting Standards;
"Income Tax" income tax levied in terms of the Income Tax Act;
"Income Tax the Income Tax Act 1962 (Act 58 of 1962), as amended;
Act"
"Investec" Investec Bank Limited (Registration number
1969/004763/06), a public company incorporated in South
Africa, the shares of which are listed on the JSE;
"Investec loan the agreement between JCI and Investec as amended, in
agreement" terms of which Investec undertook to arrange a loan
facility of up to R460 million to JCIIF, the terms of
which are summarised in the circular to shareholders
issued on 15 October 2006. For avoidance of doubt, the
latest agreement, incorporating all the respective
amendments was signed on 16 January 2006;
"Investec loan the loan facility made available to JCIIF in terms of the
facility" Investec loan agreement;
"Investec the raising fee as per the Investec loan agreement;
raising fee"
"Jaganda" Xelexwa Investment Holdings (Proprietary) Limited,
formally known as Jaganda (Proprietary) Limited
(Registration number 2004/005559/07), a private company
incorporated in South Africa;
"JCI" JCI Limited (Registration number 1894/000854/06), a public
company incorporated in South Africa, the shares of which
is listed on the JSE but which are suspended;
"JCI board" or the board of directors of JCI;
"JCI
directors"
"JCIIF" JCI Investment Finance (Proprietary) Limited (Registration
number 2005/021440/07), a private company incorporated in
South Africa and a wholly-owned subsidiary of JCI;
"JCI Gold" JCI Gold Limited (Registration number 1998/005215/06), a
public company incorporated in South Africa, being a
wholly-owned subsidiary of JCI and a shareholder in FSD;
"JCI Group" JCI and its subsidiary companies;
"JSE" JSE Limited (Registration number 2005/022939/06) a public
company incorporated in South Africa, which is licensed as
an exchange under the Securities Services Act;
"Kovacs" Kovacs Investments 608 (Proprietary) Limited (Registration
number 2003/015125/07), a private company incorporated in
South Africa;
"KPMG" KPMG Inc (Registration number 1999/021543/21), a public
company incorporated in South Africa;
"Lyons" Lyons Property Solutions (Proprietary) Limited
(Registration number 2006/026142/07), a private company
incorporated in South Africa;
"Matodzi" Matodzi Resources Limited (Registration number
1933/004523/06), a public company incorporated in South
Africa, the shares of which are listed on the JSE, a
subsidiary of JCI;
"MSI" Mvelaphanda Security Investments (Proprietary) Limited,
(Registration number 2002/008808/07), a private company
incorporated in South Africa;
"Moregate" Moregate Investments Limited (Registration number 358251),
a public company incorporated in the British Virgin
Islands;
"NAV" Net asset value;
"previous The board of JCI prior to its reconstitution on 24
board" December 2005, comprised of Roger Ainsley Ralph Kebble,
Roger Brett Kebble, Hendrik Christoffel Buitendag, Charles
Henry Delacour Cornwall and John Stratton;
"R&E" Randgold & Exploration Company Limited (Registration
number 1992/005642/06), a public company incorporated in
South Africa, the shares of which are listed on the JSE
but which are suspended;
"R&E claims" the alleged claims by R&E against JCI;
"SARS" South African Revenue Services;
"Securities the Securities Services Act, 2004, (Act 36 of 2004) as
Services Act" amended;
"shareholders" holders of JCI shares;
"shares" or ordinary shares of R0.01 each in the issued share capital
"JCI shares" of JCI;
"Skygistics" Skygistics (Proprietary) Limited (Registration number
2000/018328/07), a private company incorporated in South
Africa;
"Simmers" Simmer and Jack Mines Limited (Registration number
1924/007778/06), a public company incorporated in South
Africa, the shares of which are listed on the JSE;
"South Africa" the Republic of South Africa;
"US$" United States Dollars;
"VWAP" volume weighted average price on the JSE;
Johannesburg
16 February 2010
Sponsor: Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 16/02/2010 12:50:04 Produced by the JSE SENS Department.
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