| Wed 15 Sep 2010, 16:40 | | ABO - Absolute - Audited results for the year ended 30 June 2010 |
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ABO
ABO
ABO - Absolute - Audited results for the year ended 30 June 2010
and Notice of Annual General Meeting
ABSOLUTE HOLDINGS LIMITED
(To be renamed BAUBA PLATINUM LIMITED)
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
Share code: ABO & ISIN: ZAE000144267
("Absolute" or "the Company")
AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2010 AND NOTICE OF
ANNUAL GENERAL MEETING
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2010
Audited Audited
30 June 2010 30 June 2009
R 000`s R 000`s
ASSETS
Non-current assets 68 46 394
Property, plant and equipment 68 25 987
Investments in financial assets - 20 000
Long term receivables - 407
Current assets 3 648 3 455
Inventories - 2 015
Trade and other receivables 3 648 985
Short term loan receivable - 142
Cash and cash equivalents - 313
Non current assets(disposal group) classified as held 32 591 -
for sale
TOTAL ASSETS 36 307 49 849
EQUITY AND LIABILITIES
Capital and reserves 1 491 24 115
Share capital 16 012 14 037
Share premium 112 062 106 889
Reserves and accumulated loss (126 583) (96 811)
Non-current liabilities - 18 138
Other financial liabilities - 17 616
Rehabilitation liability - 522
Current liabilities 9 381 7 596
Trade and other payables 7 374 4 199
Other financial liabilities 2 007 521
Bank overdraft - 2 876
Liabilities associated with disposal group held for 25 435 -
sale
Total Liabilities 34 816 25 734
TOTAL EQUITY AND LIABILITIES 36 307 49 849
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED
30 JUNE 2010
Audited Audited
30 June 2010 30 June 2009
R 000`s R 000`s
Continuing operations 2 097
Revenue 956
General and administrative expenses (8 069) (6 918)
Loss from operations (5 972) (5 962)
Finance charges (100) (42)
Interest income - 14
Loss before taxation (6 072) (5 990)
Taxation - -
Loss for the year from continuing operations (6 072) (5 990)
Discontinued operations
Loss for the year from discontinued operations (19 700)
(2 234)
Loss for the year (25 772) (8 224)
Other Comprehensive Loss
Fair value loss of available-for-sale financial (4 000) -
assets
Total comprehensive loss (29 772) (8 224)
(164.5) (68,9)
Weighted average shares in issue 15 665 830 11 932 939
Number of shares in issue 16 011 854 14 037 163
Note: All comparative per share figures have
been restated to give effect to the share
consolidation.
Headline loss per share R 000`s R 000`s
Reconciliation between loss and headline loss
Net loss for the year (25 772) (8 224)
Less: Discontinued operations (19 700) (2 234)
Headline loss (6 072) (5 990)
Headline loss per share (cents) (38.8) (50.2)
ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 30
JUNE 2010
30 June 2010 30 June 2009
R 000`s R 000`s
Cash flows from operating activities (5 627) (7 658)
Cash flows from investing activities (4 990) (5 092)
Cash flows from financing activities (10 401) 14 721
Net increase / (decrease) in cash and cash (216) 1 971
equivalents
Cash transferred to disposal group held for sale 2 779 -
Cash and cash equivalents at beginning of year (2 563) (4 534)
Cash and cash equivalents at end of year - (2 563)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30
JUNE 2010
Group Share Fair Accumu- Total
capital value lated
Share of loss
premium available-
for-sale
assets
R 000`s R 000`s R 000`s R 000`s
Balance at 30 June 2008 8 563 80 769 (88 587) 745
-
Shares issued 5 474 27 367 - - 32 841
Costs offset against share - (1 247) - (1 247)
premium
-
Net loss for the year - - (8 224) (8 224)
-
Balance at 30 June 2009 14 037 106 889 (96 811) 24 115
-
Shares issued 1 975 5 523 - - 7 498
Costs offset against share - (350) - (350)
premium
-
Net loss for the year - - (25 772) (25 772)
-
Other comprehensive income - - -
-
Fair value loss on - - (4 000) - (4 000)
available-for-sale
financial asstes
Balance at 30 June 2010 16 012 112 062 (4 000) (122 1 491
583)
SEGMENTAL ANALYSIS
Segmental Information Continuing operations
R`000s Corporate Mining Investment Total
2010
Revenues from external 300 - 1 797 2 097
customers
Interest expense 100 - - 100
Depreciation and amortisation 11 11
Net profit/(loss) (7 869) - 1 797 (6 072)
Assets 67 - 3 648 3 715
Net non-current assets - - - -
classified as held for sale
Liabilities 9 381 - - 9 381
Capital expenditure - - - -
2009
Revenues from external - - 956 956
customers
Interest expense 42 - - 42
Depreciation and amortisation 6 - - 6
Net profit/(loss) (6 850) - 956 (5 894)
Assets 852 28 997 20 000 49 849
Non-current assets classified - - - -
as held for sale
Liabilities 10 420 15 314 - 25 734
Capital expenditure 34 5 491 20 000 25 525
Segmental Information Discontinued operations
Tradin Cor- Mining Invest Total
g porate -ment
R R 000`s R 000`s R 000`s R 000`s
000`s
2010
Revenues from external - - 488 - 488
customers
Interest expense - 1 697 - - 1 697
Depreciation and amortisation 34 34
Net profit/(loss) - (1 697) (18 - (19
003) 700)
Assets - - - - -
Net non-current assets - - (9 638) 16 000 6 362
classified as held for sale
Liabilities - - - - -
Capital expenditure - - 3 346 1 112 4 458
2009
Revenues from external 4 673 - - - 4 673
customers
Interest expense 190 - - - 190
Depreciation and amortisation 42 - - - 42
Net profit/(loss) (2 - (153) 250 (2 234)
331)
- - -
Assets - - - - -
Non-current assets classified - - - - -
as held for sale
Liabilities - - - - -
Capital expenditure - - - - -
COMMENTARY
The directors present the abridged audited results for the year
ended 30 June 2010 in accordance with IAS 34 - Interim Financial
Reporting. The accounting policies adopted for purposes of this
report are consistent with those of the prior year and comply with
International Financial Reporting Standards and the Companies Act,
as revised.
These results have been audited by TAG Incorporated and the
unqualified, unmodified audit report is available for inspection at
the registered office of the Company.
CURRENT EVENTS, NATURE OF BUSINESS AND FUTURE PROSPECTS
As the resources markets return to normality, it is expected that
the Company will return to profitability and enhance the prospects
of the Group going forward.
Group Transition
The Group has effectively completed its transition to a junior
explorer and mineral resource development company with the
conclusion of the Bauba Project acquisition which is detailed under
subsequent events below.
FINANCIAL RESULTS
The accounting policies adopted have been consistently applied in
all material respects, with International Financial Reporting
Standards ("IFRS"), the Companies Act of South Africa No 61 of
1973, as amended and the JSE Listings Requirements.
At a General meeting of shareholders held on 17 February 2010
shareholders approved the necessary resolutions whereby: the share
capital of Absolute was consolidated on the basis of 1-for-100
ordinary shares, from an authorised share capital of 2 500 000 000
ordinary shares of R0.01 each to 25 000 000 ordinary shares of
R1.00 each and an issued share capital of 1 601 184 758 ordinary
shares of R0.01 each to 16 011 854 ordinary shares of R1.00 each.
Following the above mentioned share consolidation, the company made
an odd-lot offer at an offer price of R4.00 (four Rand) per share
post consolidation, which equated to 4 (four) cents per share (pre-
consolidation), which was calculated using the volume weighted
average traded price of Absolute on the JSE over the five trading
days commencing on 16 November 2009 and ending on 23 November 2009,
plus a premium of 8.63%.
As a consequence of the Asset for Share Transaction and the fact
that the Group will be focused on the development of its new PGM
assets while disposing of its non-core assets through an orderly
process dispose, the financial statements only reflect the
continuing side of the business. This only comprises the corporate
and related activities and in the forthcoming year will include the
acquisition and related activities.
Operating losses and headline earnings are slightly higher due to
increased borrowing costs. Included in discontinued operations is
an amount of just under R17 million in respect of the impairment
charge in respect of the impairment provision on the non-core
assets, as the Group is likely to realise lower values on disposal
in the current market conditions. As these only contribute a small
portion of the overall asset base, pursuant to the recent
acquisition of Bauba it is in the Group`s interest to rather
dispose of these assets and extinguish the Group`s existing debt
and not allow these to be a distraction to management. The PGM
resource base will provide shareholders with greater long term
value appreciation.
DIVIDENDS PAID AND RECOMMENDED
No dividend was declared for the year ended 30 June 2010 (2009: R
Nil).
INCREASE IN AUTHORISED SHARE CAPITAL
Subsequent to year end, the Company increased the authorised share
capital from 25 000 000 shares of R1.00 each to 200 000 000 shares
of R1.00 each.
SHARE CAPITAL
A total of 1 974 685 shares (after the share consolidation) have
been issued for the period in relation to new issues for cash to
fund ongoing exploration and part of the acquisition of the
Company`s interest in Dikopane NN Mining (Proprietary) Limited
(Dikopane).
As at 30 June 2010 there were 16 011 854 ordinary issued shares of
one rand each (after the share consolidation) and 8 988 146
unissued ordinary shares.
ACQUISITIONS AND DISPOSALS
On 29 July 2009, the Company announced the successful completion of
the acquisition of a 49% stake in Dikopane for a cash consideration
of R500 000 and 8 333 333 shares (prior to the share
consolidation). The acquisition was in line with Bauba`s stated
strategy of transforming itself into a resources exploration and
development company.
Dikopane was granted a prospecting right over various farms located
in the northern part of the Free State Province, approximately 26km
south-southeast of Sasolburg and 28km north of Heilbron. This
prospecting right was secured over 14,500 hectares in the
Vereeniging - Sasolburg coalfields. The acquisition of the
shareholding in Dikopane presented Bauba with an opportunity to
develop a prospective coal exploration project in line with the
Company`s stated strategy.
Prior to the share consolidation the Company successfully placed
189 135 135 ordinary shares under its general authority to issue
shares for cash ("the placed shares") equating to 13.47 per cent of
the Company`s issued share capital, thereby raising approximately
R7 million. The Company applied the proceeds to funding exploration
and resource definition on its new coal project at Sasolburg and
the limestone projects in the Eastern and Western Cape.
Shareholders are referred to subsequent events for acquisitions and
share issues after the year end.
GOING CONCERN
The directors have continued to adopt the `going concern` basis for
the preparation of the financial statements. As is common with many
junior mining companies, the Company raises money resources for
exploration and capital projects as and when required. However, the
availability of these resources is dependent on new shareholder
funding and revenue streams from investments, and there can be no
certainty in relation to these matters.
There can be no assurance that the Group`s projects will be fully
developed in accordance with current plans or completed on time or
to budget. Future work on the development of these projects, the
levels of production and financial returns arising there from may
be adversely affected by factors outside the control of the Group.
CHANGE OF NAME
The Company`s name will effectively be changed to Bauba Platinum
Limited on 17 September 2010 and will be listed as BAU on the
Johannesburg Stock Exchange.
LITIGATION
There is no major litigation pending against the company or its
subsidiaries.
DIRECTORS
For the year under review and until the date of this report the
Company had the following directors:
MK Diale Independent, Non-executive Chairman
AM Sher Independent, Non-executive Director
GP Sequeira Executive Director
JJ Serfontein Independent, Non-executive Director
MW Rosslee Financial Director
On 17 September 2010, following the conclusion of the Bauba Project
acquisition, Pine Pienaar will be appointed as Chief Executive
Officer and Mark Rosslee will become Financial Director. Jonathan
Best will be appointed as Independent Non-Executive Chairman and
Messrs Kenneth Dicks and Sholto Dolamo as independent non-executive
directors, all of whom have extensive experience in the mining
industry. Dr Mathews Phosa will be appointed as a non-executive
director.
Messrs MK Diale and JJ Serfontein will resign from the board on 17
September 2010 and Messrs G Sequiera and AM Sher will retire at the
Annual General Meeting on 19 October 2010.
SUBSEQUENT EVENTS AND FUTURE PROSPECTS
Successful conclusion and implementation of the Bauba Acquisition
On 17 May 2010, a circular was posted to shareholders detailing the
binding agreement the Company had concluded with Hlabirwa Mining
Investments (Proprietary) Limited ("Hlabirwa"), Highland Trading
Investments Limited ("Highland") and the shareholders of Ndarama
Mineral Resources (Proprietary) Limited ("the NMR Shareholders"),
to acquire an effective 60% direct and indirect participation in
Bauba A Hlabirwa Mining Investments (Proprietary) Limited.
On 21 July 2010, the Board of Directors of the Company confirmed
that all the conditions precedent had been met for the successful
conclusion of the above Bauba transaction.
The special resolutions approved at the General meeting of
shareholders on 07 June 2010, which include, inter alia, the change
of the Company`s name to Bauba Platinum Limited, the increase in
authorised share capital and the repurchase of shares, were
successfully registered with CIPRO.
The following board appointments will take place on 17 September
2010, when the Company transfers its listing to the Main Board of
the JSE Limited:
Mr JG Best Independent Non Executive Chairman
Mr PC Pienaar Chief Executive Officer;
Dr NM Phosa Non Executive Director;
Mr KV Dicks Independent Non Executive Director;
Mr SM Dolamo Independent Non Executive Director.
The transaction provides the Company with the potential to create a
formidable and sustainable force in the junior South African
Platinum Group Metals (PGM) exploration and mining sector, and the
opportunity to be ideally positioned to participate in further
sector consolidation. Furthermore, a value-adding relationship with
the Bapedi Nation, who through their participation in the Bauba
Project will be able to contribute to the project`s development,
will enhance the involvement of Historically Disadvantaged South
Africans (HDSAs) in the PGM mining sector.
Subsequent to 30 June 2010, the following shares have been issued:
8 005 029 ordinary shares to public shareholders at an issue price
of R3.10 each, of which 2 322 581 shares have been allotted and the
funds are in trust with an attorney, but are still required to be
issued in terms of an irrevocable undertaking secured by the
company;
234 480 ordinary shares to related parties, namely Arcay Client
Support (Proprietary) Limited at an issue price of R3.14 each in
settlement of an outstanding fee unrelated to the circular issued
to shareholders dated 17 May 2010; and
68 124 600 vendor shares to Bauba A Hlabirwa Mining Investments
(Proprietary) Limited at R5.00 per share for the acquisition of an
effective 60% participation in Bauba.
NOTICE OF ANNUAL GENERAL MEETING
Shareholders are advised that the Annual General Meeting of the
Company will be held at 10h00 at the registered office of the
Company at Arcay House II, Number 3 Anerley Road, Parktown,
Johannesburg on 19 October 2010.
By order of the board
MK Diale MW Rosslee
15 September 2010
Company Secretary and Registered Office
Arcay Client Support (Proprietary) Limited (Registration number
1998/025284/07)
Arcay House, Number 3 Anerley Road, Parktown, Johannesburg (PO Box 62397,
Marshalltown, 2107)
Directors
MK Diale* Chairman, AM Sher* Deputy Chairman, MW Rosslee CEO, JJ
Serfontein*, GP Sequeira
(* Non-executive)
Sponsor Transfer Office
Arcay Moela Sponsors Computershare Investor Services (Proprietary)
(Proprietary) Limited Limited
Date: 15/09/2010 16:40:00 Produced by the JSE SENS Department.
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