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DEC
DEC
DEC - Decillion Limited - Reviewed provisional results for the year ended 31
July 2010
Decillion Limited
(Registration number 1998/011692/06)
(Incorporated in the Republic of South Africa)
("Decillion" or "the company")
JSE code: DEC & ISIN: ZAE000108247
REVIEWED PROVISIONAL RESULTS FOR THE YEAR ENDED 31 JULY 2010
KEY FEATURES AND PROSPECTS
The shares of Decillion are currently suspended from trading on the JSE Limited
("JSE"), which suspension will be lifted following the finalisation of the
proposed acquisition of Sciofin (Pty) Limited (a property development group) and
its associated portfolio of properties.
During 2007, Numsa Investment Company ("NIC") advanced R7,75 million to
Decillion on the basis of irrevocable undertakings received from the Decillion
shareholders in terms of which Decillion would have acquired certain NIC
investments in exchange for the issue of shares in Decillion.
Following a decision by the Board of NIC not to continue with its reverse
listing transaction, Stone Edge Finance (Pty) Limited, a corporate finance
entity, since facilitated an alternative transaction with Sciofin (Pty) Limited
that intends to reverse list properties with an approximate value of R2 billion
into Decillion. Following the withdrawal of NIC from the process, the loan was
ceded to Greenstone Capital (Pty) Limited.
The reverse listing will be completed during the second half of the 2011
financial year subject to shareholders` and regulatory approval, and a new
circular will be distributed to the Decillion shareholders in due course
containing full details of the investments that will be acquired by Decillion.
Shareholders are advised that the continued listing of Decillion will be subject
to the JSE`s approval of the suitability of the acquisitions.
GOING CONCERN
We draw attention to the fact that at 31 July 2010, the company had accumulated
losses of R196 million and that the company`s total liabilities exceed its
assets by R8,2 million. The loans from Greenstone Capital (Pty) Limited and
Sciofin (Pty) Limited of R7,75 million and R0,35 million respectively, have been
subordinated in favour of all creditors until such time as the alternative
transaction is concluded. The company has obtained a letter of support from
Sciofin (Pty) Limited to cover the current shortfall of net assets at year end
as well as additional expenses incurred subsequent to year end.
SPONSOR
The Company has appointed Arcay Moela Sponsors (Proprietary) Limited as sponsor
from 01 October 2010.
ACQUISITIONS AND DISPOSALS
There were no acquisitions or disposals during the year under review.
ISSUE OF SHARES
No shares were issued during the year under review.
DIRECTORS
The following directors were appointed during the year under review:
-Kobus van den Berg (Non-executive Director); and
-Cherie Eilertsen (Non-executive Director).
Messrs ME Smit and BJ Havenga, previously Non-executive Directors, were
respectively appointed as full time CEO and Financial Director of Decillion.
Subsequent to Mr K van den Berg`s appointment as non-executive director, he was
further appointed as Chairman to the Company`s board.
DIVIDENDS
The directors have decided not to declare a dividend for the year under review.
ANNUAL GENERAL MEETING
Shareholders will be advised of the date of the annual general meeting in due
course.
BASIS OF PREPARATION
This condensed provisional financial information for the year ended 31 July 2010
has been prepared in accordance with IAS 34 - Interim Financial Reporting, the
South African Companies Act and in compliance with the Listing Requirements of
the JSE Limited. The condensed provisional financial information for the year
ended 31 July 2010 does not include all of the information required by
International Financial Reporting Standards ("IFRS") for full annual financial
statements and should be read in conjunction with the annual financial
statements for the year ended 31 July 2010, which will be prepared in accordance
with IFRS.
The principle accounting policies used in preparing the provisional financial
information for the year ended 31 July 2010 are consistent with those applied in
the annual financial statements for the year ended 31 July 2009, as described in
those financial statements.
AUDITORS` REVIEW CONCLUSION
The condensed provisional financial information for the year ended 31 July 2010
has been reviewed in accordance with International Standards on Review
Engagements 2410 - "Review of interim financial information performed by the
Independent Auditors of the entity" by PricewaterhouseCoopers Inc. Their
unqualified review conclusion is available for inspection at the Company`s
registered office.
STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2010
Reviewed Audited
31 Jul 10 31 Jul 09
R`000 R`000
ASSETS
Current assets
Cash and cash equivalents 269 81
81
Total assets 269 81
EQUITY AND LIABILITIES
Capital and reserves (8 170) (7 904)
Share capital2 037 2 037
Share premium 186 062 186 062
Distributable reserves (196 269) (196 003)
Current liabilities 8 439 7 985
Accounts payable 284 180
Shareholders for dividends 55 55
Loans 8 100 7 750
Total equity and liabilities 269 81
Number of shares in issue
(`000) 2 037 2 037
Net asset value per share
(cents) (401.1) (388.0)
Tangible net asset value per
share
(cents) (401.1) (388.0)
Diluted number of shares in
issue
(`000) 2 037 2 037
Diluted net asset value per
share
(cents) (401.1) (388.0)
Diluted tangible net asset
value
per share (cents) (401.1) (388.0)
Notes:
Following the conclusion of a transaction with Sciofin (Pty) Limited, subject to
approval by shareholders, the loan will be converted at the option of Sciofin
(Pty) Limited into equity upon the reverse listing of its assets into Decillion.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2010
Reviewed Audited
Year ended Year ended
31 Jul 10 31 Jul 09
R`000 R`000
Other income - 209
Operating expenses (267) (122)
Operating (loss)/income (267) 87
Finance income 1 5
Taxation - -
Net (loss)/income after (266) 92
taxation
Attributable to:
Equity holders of the company (266) 92
Weighted number of shares in
issue
(`000) 2 037 2 037
Basic (loss)/earnings per
share
(cents) (13.1) 4.5
Headline (loss)/earnings per
share
(cents) (13.1) 4.5
Diluted weighted number of
shares (`000) 2 037 2 037
Diluted (loss)/earnings per
share
(cents) (13.1) 4.5
Diluted headline
(loss)/earnings
per share(cents) (13.1) 4.5
Reconciliation of headline
earnings
Basic (loss)/earnings (266) 92
Headline (loss)/earnings (266) 92
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2010
Reviewed Audited
Year ended Year
31 Jul 10 ended
R`000 31 Jul
09
R`000
Cash flows from operating activities
Operating (loss)/income before
working capital changes (267) 87
Changes in working capital 104 (60)
Cash (utilised in)/generated by
operations (163) 27
Finance income 1 5
Net cash (outflow)/inflow from
operating activities (162) 32
Cash flows from financing activities
Increase in loans 350 -
Net cash inflow from financing
Activities 350 -
Net increase in cash and cash
equivalents 188 32
Cash and cash equivalents at the
beginning of the year 81 49
Cash and cash equivalents at the end
of the year 269 81
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2010
Reviewed Audited
Year ended Year ended
31 Jul 10 31 Jul 09
R`000 R`000
Share capital
Opening and closing balance 2 037 2 037
Share premium
Opening and closing balance 186 062 186 062
Distributable reserves
Opening balance (196 003) (196 095)
Attributable (loss)/income
for the year (266) 92
Closing balance (196 269) (196 003)
Total equity
Opening balance (7 904) (7 996)
Changes in equity (266) 92
Closing balance (8 170) (7 904)
SEGMENTAL REPORTING
As the company no longer has operating segments, the impact of IFRS 8 will be
assessed once the new group has been formed.
By order of the Board
29 October 2010
Directors: J van den Berg* (Chairman), ME Smit (CEO), BJ Havenga (CFO), CL
Eilertsen*
(*non-executive)
Transfer Secretaries: Computershare Investor Services (Proprietary) Limited, 70
Marshall Street, Johannesburg, 2001
Registered office: Ground Floor, Nicol Grove Office Park, Corner William Nicol
and Leslie Avenue East, Fourways
Telephone: +27 11 467 8889. Facsimile: +27 86 681 4213
Company Secretary e-mail: morrison@cherryplanet.co.za
Auditors: PricewaterhouseCoopers Inc.
Sponsor: Arcay Moela Sponsors (Proprietary) Limited
Date: 29/10/2010 16:56:02 Produced by the JSE SENS Department.
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