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MCU
MCU
MCU - m Cubed Holdings Limited - Abridged report for the year ended 28 February
2010, notice of annual general meeting and withdrawal of cautionary announcement
m Cubed Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1998/014568/06
Share code: MCU ISIN: ZAE000033353
("m Cubed" or "the Company" or "the Group")
ABRIDGED REPORT FOR THE YEAR ENDED 28 FEBRUARY 2010, NOTICE OF ANNUAL GENERAL
MEETING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are hereby advised that the Annual Report of m Cubed for the year
ended 28 February 2010 will be posted to shareholders on 12 August 2010. This
report contains the audited annual financial statements for the year ended 28
February 2010.
Part A : Condensed audited financial statements
1. Basis of preparation
The results have been prepared in accordance with International Financial
Reporting Standards ("IFRS"), the Companies Act of South Africa, (Act 61 of
1973, as amended ("Companies Act"), and the Listings Requirements of the
JSE Limited ("JSE"). The accounting policies are consistent with those of
the previous financial period.
2. Condensed statement of Financial Position
2010 2009
R`000 R`000
Assets
Non-current assets:
Property, plant and equipment 9 -
Financial assets - 8 369
9 8 369
Non-current assets of disposal group - 9 122
Current assets:
Loans and receivables 186 344 179 916
Current Taxation 1,577 -
Cash and cash equivalents 108,729 218 486
296 650 398 402
Total assets 296 659 415 893
Equity
Capital and reserves:
Ordinary shares 7 385 7 385
Share premium 227 990 227 990
Foreign Currency Translation Reserve 2 353 19 134
Accumulated loss (22 978) (7 033)
Total equity 214 750 247 476
Liabilities
Non-current liabilities of disposal group - 9 122
Current liabilities:
Provisions 15 553 22 003
Employee benefits 109 111
Trade and other payables 66 247 114 548
Current Taxation - 22 633
81 909 159 295
Total liabilities 81 909 168 417
Total equity and liabilities 296 659 415 893
3. Condensed statement of comprehensive income
2010 2009
R`000 R`000
Continuing operations:
Net fair value gains on financial assets 32 330 33 917
Other operating income (152) 2 372
Total income 32 178 36 289
Operating expenses 16 372 (50 387)
Expenses for asset management services - (219)
Exchange rate profit on unbundling of
subsidiary 8 455 -
Total recovery of expenses /(expenses) 24 827 (50 606)
Results of operations 57 005 (14 317)
Interest expense (686) -
Income tax (42 464) (5 051)
Profit/(Loss) from continuing operations 13 855 (19 368)
Discontinued operations:
Profit/(Loss) from discontinued operations (260) 15 033
Profit/(Loss) for the year 13 595 (4 335)
Other comprehensive income:
Currency translation differences (16 781) 8 839
Total comprehensive income for the year, net
of tax (3 186) 4 504
Attributable to equity holders of the 13 595 (4 335)
company
Total attributable earnings/(loss) per share
(cents) 1,8 (0,6)
Total diluted attributable earnings/(loss)
per share (cents) 1,8 (0,6)
4. Condensed consolidated cash flow statement
2010 2009
R`000 R`000
Operating activities: (127 237) (4 559 199)
Continuing operations (117 855) 80 843
Discontinued operations (9 382) (4 640 042)
Investing activities: 17 480 4 650 771
Continuing operations 8 358 (8 353)
Additions to property, plant & equipment (11) -
Proceeds on disposal of property, plant
and equipment - 16
Decrease /(increase) in investments 8 369 (8 369)
Discontinued operations 9 122 4 659 124
Financing activities - -
Net movement in cash and cash equivalents (109 757) 91 572
Net cash and cash equivalents beginning of the 218 486 126 914
year
Net cash and cash equivalents at end of the
year 108 729 218 486
5. Condensed consolidated statement of changes in equity
5.1 For the year ended 28 February 2010:
Foreign
currency Accumu-
Share Share trans- Lated
lation profits/
capital premium reserve (losses) Total
R`000 R`000 R`000 R`000 R`000
Balance at 1 March 2009
7 385 227 990 19 134 (7 033) 247 476
Decrease in translation
reserve - - (16 781) - (16 781)
Net profit for the year
- - - 13 595 13 595
Dividends paid - - - (29 540) (29 540)
Balance at 28 February 2010
7 385 227 990 2 353 (22 978) 214 750
5.2 For the year ended 28 February 2009:
Foreign
currency Accumu-
Share Share trans- lated
lation profits /
capital premium reserve (losses) Total
R`000 R`000 R`000 R`000 R`000
Balance at 1 March 2008 7 385 227 990 10 295 (2 698) 242 972
Increase in translation
reserve - - 8 839 - 8 839
Net loss for the year - - - (4 335) (4 335)
Balance at 28 February 2009
7 385 227 990 19 134 (7 033) 247 476
6. Segmental results
No segmental information is provided as the Group is in a winding down
phase and no trading is taking place.
7. Discontinued operations
7.1 Background
The Group`s discontinued operation consists of its policyholder
business which have now been fully transferred or disposed of.
7.2 Profit/ (loss)
Net insurance premium revenue - 44
Net fair value (loss)/gains on financial assets 401 (54 806)
Other operating income 456 16 622
Total income 857 (38 140)
Fair value adjustment on financial liabilities under
investment contracts (401) 58 807
Policyholder benefits on insurance contracts (456) (4 001)
Transfer to policyholder liabilities on insurance (260) 2 711
contracts
Operating expenses - (295)
Total (expenses) / recovery of expenses (1,117) 57 222
(Loss)/Profit before tax (260) 19 082
Income tax - (4 049)
(Loss)/Profit from discontinued operations (260) 15 033
7.3 Assets of disposal group classified as held-for-sale
Quoted in an active market
Unlisted:
Mutual funds - 196
Cash deposits and similar securities - 8 926
- 9 122
7.4 Liabilities of disposal group classified as held-for-sale
Insurance contract liabilities - 196
Financial liabilities under investment contracts - 8 926
- 9 122
8. Reconciliation of headline (loss)/earnings
Net profit/(loss) for the year 13,595 (4 335)
Exchange rate profit on unbundling of
subsidiary (8,455) -
Impairment of goodwill
Headline earnings /(loss) attributable to 5,140 (4 335)
equity holders
9. Net asset value per share
Number of shares in issue (`000) 738 537 738 537
Net asset value per share (cents) 29,1 33,5
Net tangible asset value per share (cents) 29,1 33,5
10. Earnings per share
Number of shares in issue (`000) 738 537 738 537
Headline earnings /(loss) per share (cents) 1,8 (0,6)
Diluted headline earnings/(loss) per share 1,8 (0,6)
(cents)
Part B : Notes and directors` comments
1. Nature of business
m Cubed historically owned a number of focused investment services
businesses. The Group has largely unwound its operations with the primary
objective of converting these assets to cash to unlock maximum value for
shareholders.
2. The Regulator
As stated in the 28 February 2009 Annual Financial Statements, the board of
m Cubed has concluded a settlement agreement with the Regulator in terms of
which m Cubed has, inter alia, made a payment of R55,05 million to the
Regulator and such payment constitutes full and final settlement of all
claims by the Regulator against m Cubed and its subsidiaries. At the
insistence of, and by agreement with, the Regulator the full details of the
settlement are to be treated as confidential. This agreement has been
implemented subsequent to year-end.
3. Review of operations
The business is in the process of being wound-up. A small operating profit
was achieved during the year as opposed to the net loss for the prior
financial year mainly due to the accrual of the settlement amount with the
Regulator. This accrual was largely offset by an extinguishment of
obligation of liabilities.
Part C : Auditors` unqualified opinion
The auditors, PricewaterhouseCoopers Inc., have issued an unqualified opinion on
the Group`s financial statements for the year ended 28 February 2010.
Part D : Conclusion
1. Prospects
The completion of the February 2010 annual financial statements enables the
Group to finalise the amount that will be distributed to shareholders in
the form of a capital reduction, as discussed at the previous AGM. As soon
as the required JSE review has been completed, a circular will be submitted
to shareholders regarding the specific authorisation for the capital
reduction.
Application will be made to the JSE to reinstate the Company`s listing when
practically possible.
2. Withdrawal of cautionary announcement
Shareholders are further referred to the last cautionary announcement
published on SENS on 25 June 2010. As the financial statements are now up
to date with an unqualified opinion by the auditors, and the outstanding
matters with the Regulator having been settled, the cautionary announcement
is hereby withdrawn.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of m Cubed will be held
at 1st Floor, Old Kollege, 35 Kerk Street, Stellenbosch, 7600 on 3 September
2010 at 12h00, to transact the business as stated in the notice of the Annual
General Meeting, which is included as part of the Annual Report distributed to
shareholders on 12 August 2010.
Stellenbosch
6 August 2010
Registered office:
1st Floor PSG House, Alphen Park Constantia, Main Road, Constantia
Private Bag X3, Constantia, 7848
Telephone 021 887 9602 Facsimile 021 887 9619
Transfer offices:
Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg 2000
PO Box 61051, Marshalltown, 2107
Telephone: 011 370 5000, Facsimile: 011 370 5487
Directors: CA Otto (Chairman)*, CMB Bothner*, W Roux*, J van Zyl Smit*, AM Louw*
*Non-executive
Auditors: PricewaterhouseCoopers Inc.
Company secretary: Probity Business Services (Pty) Ltd
Bankers: The Standard Bank of South Africa Limited
Sponsors: PSG Capital (Pty) Limited
Attorneys: Werksmans Inc.
Date: 06/08/2010 12:58:02 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,
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howsoever arising, from the use of SENS or the use of, or reliance on,
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