| Thu 30 Sep 2010, 11:16 | | BFS - Blue - Change Statement Issue of Annual Report for the financial year |
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BFS
BFS
BFS - Blue - Change Statement, Issue of Annual Report for the financial year
ended 28 February 2010 and Notice of Annual General Meeting
BLUE FINANCIAL SERVICES LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1996/006595/06)
JSE Code: BFS
ISIN: ZAE000083655
("Blue" or "the Company" or "the Group")
CHANGE STATEMENT, ISSUE OF ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 28
FEBRUARY 2010 AND NOTICE OF ANNUAL GENERAL MEETING
Shareholders are hereby advised that the annual report ("Annual Report") which
incorporates the audited consolidated annual financial statements of the Company
for the financial year ended 28 February 2010 ("AFS"), was dispatched to
shareholders today, Thursday 30 September 2010 and contains certain
modifications to the provisional reviewed condensed consolidated results
published on the Securities Exchange News Service ("SENS") of the JSE Limited
("JSE") on Monday 21 June 2010 ("the provisional reviewed condensed consolidated
results"). The reasons for the modifications are set out below, however
shareholders are advised that no amendments were made in respect of the net
loss, total assets and total equity and liabilities previously reported.
Condensed Consolidated Statement of Comprehensive Income
Audited Reviewed
year ended year ended Change
R`000 R`000 R`000
28 Feb 2010
Depreciation on property, plant 36,022 36,975 (953)
and equipment(1)
Other operating expenses(1) 73,702 72,749 953
Exchange differences on
translation of foreign (138,635) (137,708) (960)
operations(2)
Income tax relating to components
of other comprehensive income(2) 512 (415) 960
AFS SENS
Restated Restated
year ended year ended Change
R`000 R`000 R`000
28 Feb 2009
Exchange differences on 1,625 7,960 (6,335)
translation of foreign
operations(2)
Income tax relating to components 4,947 (1,388) 6,335
of other comprehensive income(2)
28 Feb 2008
Exchange differences on
translation of foreign 26,449 25,979 470
operations(2)
Income tax relating to components
of other comprehensive income(2) (470) - (470)
Diluted EPS (cents)(3) 13.53 12.95 0.58
Diluted HEPS (cents)(3) 11.25 10.88 0.37
(1) Other operating expenses comprising various expenditure items, previously
included as part of depreciation on property, plant and equipment, were
reclassified to form part of other operating expenses.
(2) Deferred taxation arising from foreign exchange differences on the
translation of foreign operations, has been reclassified and disclosed as a
separate component of total comprehensive income.
(3) Diluted earnings per share and diluted headline earnings per share were
amended following the omission of the impact related to the unrealised
foreign exchange differences that arose on the conversion of the AIG Class
A convertible redeemable preference shares.
Condensed Consolidated Statement of Financial Position
Audited Reviewed
year ended year ended Change
R`000 R`000 R`000
28 Feb 2010
Trade and other receivables(4) 35,361 41,887 (6,526)
Other financial assets(4) 7,767 1,241 6,526
Finance lease obligations(5) (19,048) (27,433) 8,385
Long-term liabilities(5) (1,135,977) (1,127,592) (8,385)
Net asset value per share
(cents)(6) (3.11) (3.24) 0.13
AFS SENS
Restated Restated
year ended year ended Change
R`000 R`000 R`000
28 Feb 2009
Net asset value per share
(cents)(6) 186.76 212.97 (26.21)
28 Feb 2008
Net asset value per share
(cents)(6) 135.10 148.54 (13.44)
(4) Unlisted securities of circa. R6.5million, previously included as part of
trade and other receivables, have been reclassified to form part of other
financial assets.
(5) Financial liabilities of circa. R8.4million, previously included as part of
finance lease obligations, have been reclassified to form part of long-term
liabilities.
(6) The calculation of net asset value per share has been amended to reflect
the calculation based on the actual number of ordinary shares in issue at
year end, whereas previously the calculation was based on the weighted
average number of ordinary shares in issue at the reporting dates.
Condensed Consolidated Statement of Cash Flows(7)
Audited Reviewed
year ended year ended Change
R`000 R`000 R`000
28 Feb 2010
Net cash used by operating
activities (190,824) (212,513) 21,689
Net cash used by investing
activities (32,463) (27,848) (4,615)
Net cash from financing 123,860 123,801 59
activities
Total net cash movement for the
period (99,427) (116,560) 17,133
Effect of exchange rates (17,133) - (17,133)
Total net cash at end of the year (22,167 (22,167) -
AFS SENS
Restated Restated
year ended year ended Change
R`000 R`000 R`000
28 Feb 2009
Net cash used by operating
activities (544,894) (592,432) 47,538
Net cash from investing 96,468 97,505 (1,037)
activities
Net cash from financing 481,746 535,180 (53,434)
activities
Total net cash movement for the
period 33,320 40,253 (6,933)
Net cash at the beginning of the
period 54,141 54,140 1
Effect of exchange rates 6,932 - 6,932
Total net cash at end of the year 94,393 94,393 -
28 Feb 2009
Net cash used by operating (260,805) (261,868) 1,063
activities
Net cash from financing 450,720 449,525 1,195
activities
Total net cash movement for the 76,872 74,614 2,258
period
Net cash at the beginning of the (20,473) (20,474) 1
period
Effect of exchange rates (2,258) - (2,258)
Total net cash at end of the year 54,141 54,140 1
(7) The effect of exchange rate changes on cash and cash equivalents was
previously reflected as part of the net operating, investing and financing
cash flows, but has subsequently been reclassified and disclosed as a
separate component to the statement of cash flows.
Segment Report (8)
Audited Reviewed
year ended year ended Change
R`000 R`000 R`000
28 Feb 2010
Goodwill impairment South Africa (138,816) (137,455) (1,361)
Other (20,750) (22,111) 1,361
(8) A component of goodwill impairment on the South African cash generating
unit was previously included as part of other segments and has subsequently
been reclassified to form part of the South African cash generating unit.
Repayment of interest bearing debt(9)
AFS SENS
Restated Restated
year ended year ended Change
R`000 R`000 R`000
28 Feb 2009
< 1 Year (651,365) (638,777) (12,588)
2-5 Years (486,645) (419,723) (66,922)
5+ Years - (79,510) 79,510
Total (1,138,010) (1,138,010) -
(9) The maturity profile and resultant composition of the repayment of interest
bearing debt for the 2009 financial year, has been amended to reflect the
restated profile at the 2009 reporting date.
RESTATEMENT OF 28 FEBRUARY 2009 AUDITED RESULTS ("2009 FINANCIAL RESULTS")
As was reported to shareholders in the SENS announcement containing the
provisional reviewed condensed consolidated results, the 2009 financial results
have been restated to a net profit after taxation of R26.9 million. This
compares with a net profit after taxation of R110.8m announced on SENS in May
2009. These restatements comprise changes in accounting policies adopted during
the 2010 financial year, changes in estimates specifically in relation to
business combinations concluded during the 2009 financial year,
reclassifications and errors. Due to the significant decrease in profit as
reported in May 2009 versus the restated 2009 financial results reported in June
2010, the board has launched an investigation which includes a review of the
underlying reasons and causes of the restatements. The JSE have also requested
that the Company, the audit committee as well as the current and previous
directors provide it with information in connection with the JSE`s investigation
regarding the 2009 financial results. The Financial Services Board has also
advised the Company of its investigation regarding the 2009 financial results.
AUDIT OPINION
At the time of the publication of the provisional reviewed condensed
consolidated results on 21 June 2010, a disclaimer of conclusion was issued by
the independent auditors Deloitte & Touche on the provisional reviewed condensed
consolidated results, which read as follows:
"Disclaimer of Conclusion
Based on our review, because of the significance of the matters described in the
Basis for Disclaimer of Conclusion paragraph above, we have not been able to
obtain sufficient appropriate evidence to provide a basis for a conclusion.
Accordingly, we do not express a conclusion on the preliminary financial
information."
Subsequent to the above, the AFS of the Group have been audited by the Group`s
independent auditors, Deloitte & Touche. An unqualified audit opinion has been
issued. An emphasis of matter was however added to the audit opinion expressed
on the AFS which reads as follows:
"Without qualifying our opinion, we draw attention to Note 2 of the directors`
report to the financial statements which indicates that the Group incurred a net
loss of R1,031 million for the year ended 28 February 2010 and, as at that date,
the Group`s total liabilities exceeded its total assets, by R19 million and the
Group is in breach of a number of loan covenants and terms.
As indicated in Note 2 of the directors` report, the Group`s ability to continue
as a going concern is contingent on:
- The successful conclusion of the share subscription agreement entered into
subsequent to year end which will bring effect to the implementation of
the proposed recapitalisation of the Group through a combination of equity
and debt capital and the rescheduling of the majority of debt facilities;
- The successful implementation of an effective turnaround plan, which
includes further cost reductions and increases in operational efficiencies;
and
- The continued support of funders not forming part of the Debt
Restructuring Agreement and the ability to access future funding.
These conditions indicate the existence of material uncertainties which may cast
significant doubt on the Group`s ability to continue as a going concern and
therefore it may be unable to realise its assets and discharge it liabilities in
the normal course of business."
The full audit opinion is available for inspection at Blue`s registered office.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of shareholders will be
held at 12h00 on Thursday 18 November 2010 at Blue Financial Services Limited,
Boardwalk Office Park, 107 Haymeadow Street, Faerie Glen, Pretoria 0081, to
transact the business stated in the notice of the Annual General Meeting
contained in the Annual Report, which was dispatched to shareholders today 30
September 2010.
For and on behalf of the Board
W Smit S Strydom
Legal Director Chief Financial Officer
30 September 2010
Directors:
S Twala*+(Chairman); S Strydom (CFO); CB Klopper (COO); WJ Smit
(Legal Director); MG Meehan*+; MJ Sondiyazi*+; A Steyn*;
A Couloubis*; AR Aime*# and J French*+#
* non-executive
+ independent
# United States of America
Registered Office:
Blue Building 10, Boardwalk Office Park, 107 Haymeadow Street, Faerie Glen,
Pretoria, 0081
PO Box 72041, Lynnwood Ridge, 0040
Auditors:
Deloitte & Touche
Designated Advisor:
Grindrod Bank Limited
Transfer Secretaries:
Link Market Services South Africa (Pty) Ltd
11 Diagonal Street, Johannesburg, 2001
(PO Box 4844, Johannesburg, 2000)
Company Secretary:
Elise Waldeck
Group head office:
Tel: +27 12 990 8400 Fax: +27 86 637 6033
E-mail: blue@blue.co.za
www.blue.co.za
Date: 30/09/2010 11:16:00 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.
