| Tue 30 Nov 2010, 15:43 | | CMG - Cenmag Holdings Limited - Unaudited results for the six months ended 31 |
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CMG
CMG
CMG - Cenmag Holdings Limited - Unaudited results for the six months ended 31
August 2010 and results of annual general meeting
CENMAG HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004821/06)
Share code: CMG ISIN code: ZAE000001533
(`Cenmag` or `the company`)
UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2010 AND RESULTS OF ANNUAL
GENERAL MEETING
GROUP BALANCE SHEET Six months Six months Audited year
ended ended ended
31 August 31 August 28 February
2010 2009 2010
R`000 R`000 R`000
ASSETS
Non-current assets 7 442 6 965 7 633
Fixed assets 7 175 6 965 7 405
Deferred tax 267 228
Current assets 13 641 15 944 13 585
Total assets 21 083 22 909 21 218
EQUITY AND LIABILITIES
Capital and reserves 17 276 14 625 16 298
Minority Interest 496 471 482
Interest bearing - 593
liabilities - long and
short term -
Interest free 3 311 7 220 4 438
liabilities
Total equity and 21 083 22 909 21 218
liabilities
Number of shares in 9 600 9 600 9 600
issue (000`s)
Net asset value per
share information
Net asset value per 179.96 152.34 169.77
share (cents)
Net tangible asset 179.96 152.34 169.77
value per share (cents)
GROUP INCOME STATEMENTS Six months Six months Audited year
ended ended ended
31 August 31 August 28 February
2010 2009 2010
R`000 R`000 R`000
Gross Revenue 20 062 19 205 34 615
Cost of sales 13 678 14 316 23 944
Gross profit 6 384 4 889 10 671
Operating costs 4 773 3 774 7 886
Operating income 1 611 1 115 2 785
Depreciation 232 208 382
Operating income 1 378 907 2 403
Net finance (income) (132) (323) (826)
costs
Profit before tax 1 511 1 230 3 229
Taxation 519 344 658
Profit after tax 992 886 2 571
Minority interest 14 18 30
Profit attributable to 978 868 2 541
shareholders
Headline earnings 978 868 2 541
Earnings per share
information
Number of shares in 9 600 9 600 9 600
issue (000`s)
Attributable earnings per 10.19 26.47
ordinary share (cents) 9.04
Headline earnings per 10.19 26.47
share (cents) 9.04
ABRIDGED GROUP CASH Six months Six months Audited year
FLOW STATEMENTS ended ended ended
31 August 31 August 28 February
2010 2009 2010
R`000 R`000 R`000
Cash flows from 103 2 014 2 440
operating activities
Cash flows from - (243) (758)
investing activities
Cash effects of - (2309) (2 309)
financing activities
Net increase(decrease)in 103 (538) (627)
cash equivalents
Bank Balance at 8 266 8 893 8 893
beginning of year
Cash at the end of 8 369 8 355 8 266
period
SEGMENTAL REPORTING Six months Six months Audited
ended ended year ended
31 August 31 August 28 February
2009 2009 2010
R`000 R`000 R`000
Revenue
Manufacturing and 10 107 7 634 13 864
Service
Wholesaling 9 955 11 571 20 751
Total 20 062 19 204 34 615
Contribution to
operating income
Manufacturing and 1 192 847 1 744
Service
Wholesaling 186 268 659
Total 1 378 1 115 2 403
GROUP STATEMENT OF Share Share Accumulated Total
CHANGES IN EQUITY capital premium profit
R`000 R`000 R`000 R`000
Balance at 01 March 96 2 090 11 571 13 757
2009
Net profit for the year -- -- 2 541 2 541
Balance at 28 February 96 2 090 14 112 16 298
2010
Net profit for six -- -- 978 978
months
Balance at 31 August 96 2 090 15 090 17 276
2010
COMMENTARY
RESULTS
The board presents its unaudited results for the six months ended 31 August
2010. The company is an investment holding company and its subsidiaries were
primarily involved in the manufacture and servicing of electromagnets and motor
rewinding and the wholesaling of electrical and related equipment. The unaudited
abridged results have been prepared in accordance with IAS 34 - Interim
Financial Reporting. The accounting policies applied are consistent with those
of the annual financial statements for the year ended 28 February 2010, as
described in those annual financial statements. The company has not early
adopted any new standards in these interim results. These results have not been
reviewed or audited by the company`s auditors, Horwath Leveton Boner.
BUSINESS OVERVIEW
In line with prevailing economic conditions, the group experienced a small
increase in local and overseas demand for its products. Group headline earnings
per share increased by 12.67% on a 4.46% volume increase, from 9.04 cents
earnings to 10.19 cents earnings. The Group experienced a more reasonable market
and a better profit margin, mainly due to a tighter control of our overheads.
EVENTS AFTER THE REPORTING PERIOD
Subsequent to the period end, shareholders approved the various resolutions
necessary to implement, inter alia, a change in control of the company through
the specific repurchase of an aggregate of 3 411 398 ordinary shares from Victor
Farkas and Blaf Investments CC, the constitution of the company as a cash shell
through the disposal of the companies existing business operations in accordance
with the provisions of Section 228 of the Companies Act, Act No. 61 of 1973 (as
amended), the change of name of the company from Cenmag to Capricorn Investment
Holdings, an increase in the authorised share capital, a sub-division of the
authorised and issued share capital on a 10:1 basis and the reconstitution of
the board of directors. The company will accordingly be constituted as a cash
shell on the JSE Limited ("the JSE") with effect from 20 December 2010.
FUTURE PROSPECTS
In accordance with the JSE Listings Requirements, pursuant to the constitution
of the company as a cash shell, it will have six months in which to conclude an
agreement and make an announcement relating to the acquisition of viable assets
that satisfy the JSE`s conditions for listing on the Main Board or the
Alternative Exchange of the JSE, failing which the company`s listing on the JSE
will be suspended. Failing approval by the JSE, within a three-month period from
the date of suspension, of a circular relating to the acquisition of viable
assets by the cash shell company the listing of the cash shell company will be
terminated.
Shareholders are advised that the JSE will not allow a reverse listing on the
Development Capital Market and accordingly, on the acquisition of suitable
assets, the company`s listing will need to be transferred to either the Main
Board or the Alternative Exchange of the JSE
CHANGES TO THE BOARD
With effect from 29 November 2010, Messrs. Brian Alexander McQueen, James
Charles Herbst, Stephen Peter Tredoux and Kenneth Delroy Jarvis were appointed
to the board of directors, whilst Messrs. Victor Farkas, Justin Joseph Farkas
and Casper Josewes Barend Le Roux resigned from the board of directors.
ACCOUNTING POLICIES
The accounting policies applied are in compliance with International Financial
Reporting Standards ("IFRS"). The accounting policies and methods of
measurement and recognition are consistent with those applied in the previous
financial period.
GENERAL
1. No new shares were issued and no special resolutions were passed during the
period under review.
2. No dividends were recommended or declared for the period.
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting of the company held
today, Tuesday, 30 November 2010 at Number 3 Sandown Valley Crescent, Sandown,
Johannesburg, the resolutions contained in the notice of annual general meeting,
save for resolution number 2, which was withdrawn at the meeting, were passed by
the requisite majority of shareholders.
APPOINTMENT OF COMPANY SECRETARY
Shareholders are advised that Mr Victor Farkas has resigned as the Company
Secretary and that Arcay Client Support (Pty) Ltd has been appointed as Company
Secretary to Cenmag with immediate effect.
ESTABLISHMENT OF AUDIT, RISK, REMUNERATION AND NOMINATION COMMITTEES
Shareholders are advised that following the changes to the board of directors,
as detailed above, the company has established:
(i) a combined Audit and Risk Committee, which will be chaired by Mr Kenneth
Delroy Jarvis; and
(ii)a combined Remuneration and Nomination Committee, which will be chaired by
Mr Brian Alexander McQueen.
COMPLIANCE WITH JSE LISTINGS REQUIREMENTS
Following the changes to the board of directors, the appointment of a new
Company Secretary and the establishment of combined Audit and Risk and combined
Remuneration and Nomination committees, the company will be fully compliant with
the Listings Requirements of the JSE Limited.
Johannesburg
30 November 2010
Company Secretary: Previously: Registered Office :
V. Farkas Previously: 30 Bisset Road,
M. Econ C.A. (S.A.) Jet Park, Boksburg
PO Box 870, Isando, 1600 PO Box 870, Isando, 1600
Newly Appointed: Arcay Client New Registered Address:
Support (Pty) Ltd Block 2,
PO Box 62397, Woodlands Drive Office Park,
Marshalltown, 2107 5 Woodlands Drive,
Woodmead, Johannesburg, 2191
PO Box 16376, Dowerglen, 1612
Previous Directors: V.Farkas, C.J.B. Le Roux, J.J.Farkas, E.M.
Greenblatt*(*Non-executive)
New Directors: BA McQueen*, KD Jarvis*, EM Greenblatt*, JC
Herbst (CEO), SP Tredoux (FD) (*Non-executive)
Sponsor Transfer Office
Arcay Moela Sponsors Computershare Investor Services
(Proprietary) Limited (Proprietary) Limited
Date: 30/11/2010 15:43:01 Produced by the JSE SENS Department.
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