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NAI NAN
NAI
NAI/NAN - New Africa Investments Limited - Audited condensed consolidated
financial information of the Group for the eighteen months ended 30 June 2010
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")
AUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP FOR THE
EIGHTEEN MONTHS ENDED 30 JUNE 2010
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Audited Audited
18 year ended
months
30 June 31 Dec 2008
2010
Notes R`000 R`000
Operating loss - Administration
expenses (7,048) (5,004)
Additional disposal consideration for
KFM Radio (Pty) Limited ("KFM 15,374 -
Agterskot")
Other gains
- 81
Finance income 909
6,332
Share of profit of associate
6,275 3,002
Profit before taxation 15,510
4,411
Income tax expense 1
(1,328) (1,113)
Profit and total comprehensive income
for the period 14,182 3,298
Attributable to:
Owners of the Company
14,182 3,301
Minority interest
- (3)
Profit and total comprehensive income 14,182
for the period 3,298
Basic earnings per share (cents)
11.2 2.6
Diluted earnings per share (cents) 11.2
2.6
Number of shares taken into account in
calculating earnings per share (`000s) 126,653 126,760
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
Audited Audited
30 June 2010 31 Dec 2008
R`000 R`000
ASSETS
Non-current assets
Investment in associate
13,045 11,505
Current assets
33,165 39,512
Income tax receivable - excluding
interest 10,395 10,395
Other receivables
86 -
Other receivable - KFM Agterskot 4
15,374 -
Cash and cash equivalents
7,310 29,117
TOTAL ASSETS
46,210 51,017
Equity attributable to owners of the
Company 44,517 47,676
Ordinary share capital and share premium
4,712 4,814
Retained earnings
39,805 42,862
Minority interest
(9,049) (9,049)
TOTAL EQUITY
35,468 38,627
Current liabilities
10,742 12,390
Trade and other payables
1,570 3,218
Borrowings
9,172 9,172
TOTAL EQUITY AND LIABILITIES
46,210 51,017
Net asset value per share attributable
to owners of the Company (cents) 35.2 37.6
Number of shares in issue used in
calculating net asset value per share 126,653 126,760
(`000s)
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
Attributable to owners of the
Company
Ordinary Minority Total
share interest Equity
capital and
share
premium
Reserves Total
R`000 R`000 R`000 R`000 R`000
Balance at 31
December 2007 4,814 39,561 44,375 (9,046) 35,329
Total comprehensive
income for the - 3,301 3,301 (3) 3,298
period
Balance at 31
December 2008 4,814 42,862 47,676 (9,049) 38,627
Total comprehensive
income for the - 14,182 14,182 - 14,182
period
Transactions with
owners (102) (17,239) (17,341) - (17,341
)
- Share capital
repurchased (102) 9 (93) - (93)
- Dividends paid
- (19,014) (19,014) - (19,014
)
- Prescribed
dividends - 1,766 1,766 - 1,766
Balance at 30 June
2010 4,712 39,805 44,517 (9,049) 35,468
CONSOLIDATED STATEMENT OF CASH FLOWS
Audited Audited
18 months year ended
30 June 2010 31 Dec 2008
R`000 R`000
Cash utilised by operations
(7,109) (8,597)
Taxation (paid)/ refunded
(1,328) 14,221
Net cash (utilised)/ generated by
operating activities (8,437) 5,624
Cash flows from investing activities
- Dividends received from Associate
4,735 4,486
- Interest received
909 6.332
Cash flows from financing activities
- Dividend paid to shareholders
(19,014) -
Net (decrease)/increase in cash and cash
equivalents (21,807) 16,442
Cash and cash equivalents at beginning
of the period 29,117 12,675
Cash and cash equivalents at end of
period 7,310 29,117
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
INFORMATION OF THE GROUP
1. INCOME TAX EXPENSE
South African normal tax
- (1,113)
Secondary taxation on companies
(1,328) -
2.HEADLINE (LOSS)/ EARNINGS
Profit attributable to 3,301
shareholders 14,182
KFM Agterskot
(15,374) -
Costs relating to the disposal of
KFM Radio (Pty) Limited - (81)
Headline (loss)/ earnings 3,220
(1,192)
.
Basic headline (loss)/ profit per
share (cents) (0.9) 2.5
Diluted headline (loss)/ profit
per share (cents) (0.9) 2.5
3. RELATED PARTIES
The Company is jointly controlled by:
Primedia (Proprietary) Limited ("Primedia") which owns 47.4% of the
ordinary shares and 73.6% of the "N"
ordinary shares; and
Capricorn Capital Partners Investments (Proprietary) Limited ("Capricorn"),
which owns 50.2% of the ordinary shares and 26.1% of the "N" ordinary
shares.
The Company was previously controlled by the TISO Consortium, which owned
90.3% of the ordinary shares and 99.3% of the "N" Ordinary Shares. The TISO
Consortium includes Investec, Tiso Group, Capricorn Capital Partners,
Mineworkers Investment Company and Safika Investments.
Transactions with related parties are as
follows:
Investec provides sponsor and financial advice to NAIL, on the same basis
as would be available to third parties.
Purchase of goods and services R`000 R`00
0
Sponsor fee paid
143 100
Investment banking fee
285 -
428 100
Key Management Compensation
Salaries and other short term employee
benefits 225 540
Bonuses paid
250 -
475 540
Dividend paid to the TISO Consortium
18,830 -
4. OTHER RECEIVABLE
The KFM Agterskot receivable, due from Primedia (Pty) Limited, is in terms of
the disposal agreement for KFM Radio (Proprietary) Limited, which was sold by
NAIL in 2004 and is due as a result of KFM`s success in challenging SARS`
decision to disallow its R50 million trademark deduction in terms of Section
11(gA) of the Income Tax Act. The amount is subject to change pending the
resolution of KFM`s dispute with SARS regarding the write off period of the
deduction. The amount recognised is based on a write off period of 25 years as
currently allowed by SARS.
COMMENTARY
BASIS OF PRESENTATION
This condensed consolidated financial information for the eighteen months ended
30 June 2010 is based on the audited financial statements of the Group and has
been prepared in accordance with International Financial Reporting Standards
("IFRS") and in compliance with the Listing Requirements of the JSE Limited and
the South African Companies Act (1973), on a basis consistent with that of the
prior period.
ACCOUNTING POLICIES
Except as described below, the accounting policies applied are consistent with
those of the annual financial statements for the year ended 31 December 2008, as
described therein.
The following new standard is mandatory for the first time for the financial
period beginning 1 January 2009.
* IAS 1 (revised), `Presentation of financial statements` separates owner and
non-owner changes in equity. The statement of changes in equity includes
only details of transactions with owners, with non-owner changes in equity
presented on a single line. In addition, the standard introduces the
statement of comprehensive income: it presents all items of recognised
income and expenditure, either in one single statement, or in two linked
statements. The Group has elected to present one statement.
REVIEW OF RESULTS
The performance for the period reflects the results of the Group`s single
operating segment, its 24,9% interest in Kaya FM (Proprietary) Limited and
administrative expenses incurred, primarily in relation to the Company`s listing
on the JSE and advisory and secretarial costs related to the mandatory and odd-
lot offers implemented during the period.
A dividend of 15 cents per share was declared to shareholders registered on 13
February 2009. The total amount of the dividend (excluding STC thereon) was
R19,014 million, and largely accounted for the significant decrease in the cash
balance and the related interest income in the period.
SHAREHOLDING
The principal shareholders of NAIL are Primedia and Capricorn, whose
shareholdings in NAIL following the implementation of a mandatory offer to all
shareholders, in February 2009 and an odd lot offer in May 2009 are as follows.
The full details of the mandatory offer were released on the JSE Securities
Exchange News Service ("SENS") on 23 February 2009.
An odd lot offer was made to NAIL ordinary and "N" ordinary shareholders who
held 30 or less NAIL shares as at the close of business on 29 May 2009. As a
result of the offer, the "N" share register was reduced by 20 356 shareholders,
whilst the ordinary share register was reduced by 3 846 shareholders.
NAIL "N" shares NAIL ordinary shares
Number of % Holding Number of % Holding
shares shares
Capricorn 26.10% 50.20%
31,922,801 2,080,519
Primedia 73.60% 47.40%
90,159,978 1,964,184
GOING CONCERN
The going concern basis has been adopted in preparing the financial information.
The directors have no reason to believe that the Group will not be a going
concern in the year ahead, based on forecasts and available cash resources.
CHANGE IN DIRECTORS
The following changes in the directorate have taken place, during the eighteen
month period ended 30 June 2010:
- Messrs K Setzin and G Snelgar, non-executive directors, resigned from the
board with effect from 27 August 2009.
- Mr W Kirsh and Ms T Volkwyn were appointed as non-executive directors with
effect from 27 August 2009. Mr W Kirsh subsequently resigned on 22
September 2009.
- Ms O Ighodaro was appointed as director of the Company with effect from 27
August 2009.
- Mr R Kevan resigned as Company secretary and financial director with effect
from 27 August 2009 but remains a non-executive director of the Company.
- Mr E Sather was appointed as Company secretary with effect from 27 August
2009.
- Mr S Bruyns, a non-executive director, was appointed as non-executive
chairman of the board with effect from 27 August 2009.
- Mr R Kevan was appointed a member of the audit committee and Mr CJ
Patricios was appointed as an alternate director to Ms O Ighodaro, on 2
March 2010.
UNCLAIMED DIVIDENDS
During the period, the directors passed a resolution, in terms of the NAIL
articles of association to prescribe unclaimed dividends relating to the 2001
and 2004 financial years.
CHANGE IN YEAR END
Shareholders are advised that the Company`s year-end has been changed from
December to June, with effect from the current financial period, in order to
correspond with that of the ultimate holding companies.
AUDITED OPINION
The above results have been audited by PricewaterhouseCoopers Inc, a copy of
their unqualified audit opinion is available for inspection at the Company`s
registered office, 5 Gwen Lane, Sandown, 2196.
For and on behalf of the Board
SR BRUYNS O IGHODARO R KEVAN
SANDTON
8 September 2010
Directors: SR Bruyns (Chairman), G Chadwick, R Kevan, O Ighodaro, T Volkwyn
Alternate Director: CJ Patricios
Company Secretary: E Sather
Sponsor: Investec Bank Limited
Date: 08/09/2010 12:33:01 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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