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Thu 31 Mar 2011, 15:51 DLG - Dialogue Group Holdings Limited - Audited abridged consolidated financial
DLG
DLG                                                                             
DLG - Dialogue Group Holdings Limited - Audited abridged consolidated financial 
results for the year ended 31 December 2010                                     
DIALOGUE GROUP HOLDINGS LIMITED                                                 
(Incorporated in the Republic of South Africa)                                  
(Registration Number:  2005/039219/06)                                          
Share Code:  DLG       ISIN:  ZAE000083820                                      
("the company", "the group" or "Dialogue")                                      
AUDITED ABRIDGED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 31 DECEMBER  
2010                                                                            
Enquiries                                                                       
Dialogue Group Holdings Limited                                                 
Chief Executive: Alan Farthing      082 551 0079                                
1. Commentary on the results                                                    
The group commenced the year with five businesses: three call-centre operations,
Dialogue South Africa (Proprietary) Limited ("Dialogue SA"), Sibize             
International Calling (Proprietary) Limited ("Sibize") and Interaction Call     
Centre (Proprietary) Limited ("Interaction"), a business continuity and disaster
recovery operation, ContinuitySA (Proprietary) Limited ("ContinuitySA") and a   
recruitment company for the call-centre industry, CallForce Direct (Proprietary)
Limited ("CallForce").                                                          
During the period under review the group experienced significant change in      
respect of each of its operating companies resulting from the following events: 
-    Dialogue SA - in February 2010 the board of Dialogue SA applied for        
voluntary liquidation as it became apparent that new business and further   
    cost savings would not be achieved, and the group could no longer sustain   
    the cash requirements of the business. A final liquidation order was        
    granted by the court on 14 April 2010.                                      
-    Sibize - in May 2010, following notice of termination being received from  
    the client which was repudiated, Sibize reached agreement with its major    
    client to terminate its call centre outsourcing contract two years early.   
-    Interaction - in June 2010 Interaction`s client terminated the outsourcing 
agreement in accordance with the contract by giving six months notice.      
    Although Interaction continued to achieve high levels of customer           
    satisfaction, the client had made a strategic decision to in-source the     
    call centre facility.                                                       
-    CallForce - in November 2010 the group disposed of its 51% interest in the 
    ordinary share capital of CallForce for R2.09m. The board believed this to  
    be the correct action to take in achieving maximum value for shareholders.  
-    ContinuitySA - in February 2011 the group disposed of its 51% interest in  
the ordinary share capital of ContinuitySA for R35m. The board believed     
    this to be the correct action to take in achieving maximum value for        
    shareholders. The transaction was conditional on a dividend of R4m, of      
    which the group received its share of R2.04m in February 2011.              
Upon the conclusion of the sale of ContinuitySA, the group`s assets now consist 
of cash and outstanding claims. The group is now classified as a cash shell in  
terms of the Listings Requirements of the JSE Limited ("the JSE Listings        
Requirements").                                                                 
2. Commentary on the audited abridged consolidated financial statements         
The events detailed above have resulted in all five of the group`s businesses   
being classified and presented as discontinued operations in accordance with    
International Financial Reporting Standards ("IFRS"). In accordance with IFRS 5 
- Non-current assets held for sale and discontinued operations, prior year      
comparative information in the statement of comprehensive income has been       
amended to reflect these events.                                                
Consolidated statement of comprehensive income                                  
The group reported a profit attributable to equity holders for the year of      
R49.1m (2009: loss after tax of R96.5m). Included in this profit are the        
following impairments, and other once-off and material items:                   
-    In the group`s results to December 2009 it was reported that IFRS dictated 
that the results for Dialogue SA be prepared on the liquidation basis. The  
    liquidation basis resulted in earlier recognition of all future             
    liabilities, with a corresponding expense being included in the statement   
    of comprehensive income. The consequence of this was that the group         
reported a significant expense in respect of Dialogue SA amounting to       
    R69.6m in its results to 31 December 2009. Following the liquidation of     
    Dialogue SA, the group no longer exercises control over this entity and     
    therefore has derecognised all assets and liabilities of Dialogue SA at the 
date of loss of control. As a result of the derecognition, the group has    
    reported a gain on the disposal of a subsidiary of R65.7m in the results to 
    31 December 2010.                                                           
-    A once-off expense in respect of a guarantee in favour of a funder of      
Dialogue SA to the value of R6.2m (2009: nil). Once the liquidation is      
    concluded the group may recover some of this amount.                        
-    Loss on disposal of CallForce of R0.4m (2009: nil).                        
-    Impairment of the investment in joint venture, namely Sibize, of R25.3m    
(2009: nil) to reflect the recoverable amount attributable to the           
    shareholders of the group of R42.2m (2009: R34.4m) after including          
    contributions to profit for the year.                                       
-    Impairment of goodwill in respect of ContinuitySA of R16.5m (2009: nil) as 
a result of the disposal of the group`s interest in February 2011 for       
    R37.04m (includes dividend of R2.04m).                                      
-    The group realised its loss on the loan to TalentMatch (Proprietary)       
    Limited (a subsidiary of CallForce) of R2.5m (2009: nil) resulting from the 
disposal of CallForce.                                                      
Head Office reported operating expenses excluding depreciation, amortisation and
impairments of R9.1m (2009: R14.2m). This excludes dividends received from      
within the group of R9.4m (2009: R1.9m).                                        
The income tax credit for continuing operations of R0.3m (2009: R1.3m tax       
expense) is mainly as a result of an overprovision.                             
Consolidated statement of financial position                                    
Trade and other receivables include an amount of R2.6m (2009: nil) placed in a  
securities realisation account with Standard Bank, some of which may be         
repayable to the company upon release from a guarantee in favour of the bank,   
once the final liquidation and distribution account has been confirmed by the   
court ("Dialogue SA guarantee").                                                
During the year the group recovered the related-party loan of R3.6m (2009:      
R3.4m) from the investment in joint venture Sibize.                             
The cash balance for continuing operations as at 31 December 2010 increased with
R3.8m to R13.6m (2009: R9.8m).                                                  
The net asset value in the group at 31 December 2010 is 30.3 cents per share    
(2009: 13.9 cents per share).                                                   
There have been no major changes in the nature of fixed assets and no change in 
accounting policy relating to the use of fixed assets during the period under   
review.                                                                         
3. PROSPECTS AND OUTLOOK                                                        
THE BOARD WILL RECOMMEND TO SHAREHOLDERS THAT THE COMPANY BE WOUND UP AND ALL   
CASH BE RETURNED TO SHAREHOLDERS ONCE THE FOLLOWING OUTSTANDING CLAIMS HAVE BEEN
RESOLVED:                                                                       
- settlement amounts from Sibize`s client GSSC;                                 
- Dialogue SA guarantee;                                                        
- labour dispute at Interaction; and                                            
- supplier claim at Sibize.                                                     
4. Related party transactions                                                   
Material related party transactions for the year were as follows:               
  R`000                                             2010          2009          
Transactions:                                                                 
  Reimbursement received from Sibize               6 268         6 179          
  Reimbursement received from Dialogue SA             95             -          
  Reimbursement received from CallForce               26             -          
Reimbursement paid to ContinuitySA                (121)            -          
  Consulting fees paid to MSG Afrika                   -          (410)         
  Investment Holdings (Proprietary) Limited                                     
  Interest received from Sibize                      193           376          
Salary expenses from Tlhalefang Placements      42 486        48 262          
  CC                                                                            
  Management fees paid to Tlhalefang                   -         3 107          
  Placements CC                                                                 
5. Statement of compliance and basis of preparation                             
The consolidated abridged annual financial statements have been prepared in     
accordance with and containing the information required by IFRS and the AC500   
standards as issued by the Accounting Practices Board, its interpretations      
adopted by the International Accounting Standards Board ("IASB"), the           
presentation and disclosure requirements of International Accounting Standards: 
Interim Financial Reporting (IAS34), the requirements of the South African      
Companies Act and in compliance with the JSE Listings Requirements.             
The accounting policies and methods of computation are consistent with those    
applied in previous years, as published in the 2009 annual report. New and      
revised accounting standards have been considered and where applicable adopted  
as required.                                                                    
6. Reclassification of expenses                                                 
In the prior period ContinuitySA included rent and utility costs in operating   
expenses, these costs are now allocated and included in cost of sales. The      
reclassification was applied in the prior year as well.                         
7. Events after the reporting period                                            
The company disposed of its 51% shareholding in ContinuitySA on 4 February 2011.
ContinuitySA has been accounted for as a discontinued operation in terms of IFRS
5 - Non-current assets held for sale and discontinued operations. The proceeds  
of the sale will be distributed to the shareholders of the company as a specific
payment by way of a reduction in share premium in March 2011.                   
8. The board                                                                    
Mr Paul Oosthuizen resigned from the board as Financial Director with effect    
from 31 March 2010. Mr Terence Kretzmann was appointed as Financial Director    
with effect from 1 April 2010. Following Terence`s appointment as Financial     
Director, Terence resigned as Company Secretary. Mr Lionel Marran was appointed 
as Company Secretary effective 1 April 2010. Mr Alan Farthing, having previously
served on the board as an independent non-executive director, stepped into the  
role of Chief Executive effective 14 April 2010. Due to the reduced level of    
activity in the group, Terence has resigned from the board as Financial Director
with effect from 31 March 2011 and Alan will have the added responsibility of   
Financial Director until further notice.                                        
9. Dividend                                                                     
No dividend was declared for the year (2009: nil)                               
10. Going concern                                                               
Upon conclusion of the sale of ContinuitySA, the group`s assets now consist of  
cash and outstanding claims. The group is now classified as a cash shell in     
terms of the JSE Listings Requirements. The directors have reviewed the group   
and the company`s cash flow forecast for the year to 31 December 2011 and, in   
light of this review and the current financial position, are satisfied that they
have, or have access to, adequate resources to continue as a going concern for  
the foreseeable future.                                                         
11. Auditors opinion                                                            
The results have been audited by BDO South Africa Incorporated, and their       
unqualified audit opinion is available for inspection at the company`s          
registered office.                                                              
12. Posting of the annual report                                                
Shareholders are hereby advised that Dialogue`s 2010 annual report, which       
includes the annual financial statements for the year ended 31 December 2010, as
audited by BDO South Africa Incorporated, is being dispatched to shareholders   
today, and contains no modifications to the audited results announced here.     
13. Notice of Annual General Meeting ("AGM")                                    
Notice is hereby given that the AGM of Dialogue shareholders will be held at    
11:30 on Wednesday, 11 May 2011, at the JSE, One Exchange Square, Gwen Lane,    
Sandton, Johannesburg to transact the business as set out in the notice of the  
AGM contained in the annual report.                                             
By order of the board                                                           
A.C. Farthing                  A.T. Kretzmann                                   
Chief Executive                Financial Director                               
31 March 2011                                                                   
Consolidated statements of comprehensive income                                 
                Audited                      Audited                            
                year ended                   year ended                         
31 December                  31December                         
                2010                         2009                               
R`000            Continui Disconti  Total     Continui Disconti  Total          
                ng       nued                ng       nued                      
operatio operatio            operatio operatio                  
                ns       ns                  ns       ns                        
Revenue          -        283 888   283 888   -        343 988   343 988        
Cost of sales    -            (159  (159      -        (168      (168 821)      
633)      633)               821)                      
Gross profit     -        124 255   124 255   -        175 167   175 167        
                                                                                
Operating        (14 170) (71 630)            (9 098)  (215      (224 757)      
expenses                                               659)                     
excluding                           (85 800)                                    
depreciation,                                                                   
amortisation                                                                    
and                                                                             
impairments                                                                     
Depreciation              (26 569)  (26 581)  (16)     (30 769)  (30 785)       
and              (12)                                                           
amortisation                                                                    
Impairment of    -        (2 453)   (2 453)   -        -         -              
loans                                                                           
Impairment of    -        (25 327)  (25 327)  -        -         -              
joint venture                                                                   
Impairment of    -        (16 545)  (16 545)  -        (4 254)   (4 254)        
goodwill                                                                        
Impairment of    -        -         -         -        (6 124)   (6 124)        
property,                                                                       
plant and                                                                       
equipment                                                                       
Gain on          -        65 693    65 693    -        -         -              
disposal of                                                                     
subsidiary                                                                      
Dialogue                                                                        
South Africa                                                                    
(Pty) Ltd                                                                       
Loss on          -        (424)     (424)     -        -         -              
disposal of                                                                     
subsidiary                                                                      
CallForce                                                                       
Direct (Pty)                                                                    
Ltd                                                                             
Other income     1        813       814       -        5 071     5 071          
Operating        (14 181) 47 813    33 632    (9 114)  (76 568)  (85 682)       
(loss)/ profit                                                                  
for the year                                                                    
                                                                                
Investment       989      894       1 883     1 387    1 349     2 736          
revenue                                                                         
Finance          (1)      (2 693)   (2 694)   -        (3 632)   (3 632)        
expense                                                                         
Share of loss    -        (350)     (350)     -        (614)     (614)          
from associate                                                                  
Share of         -        33 155    33 155    -        5 172     5 172          
profit from                                                                     
joint venture                                                                   
(Loss)/ profit   (13 193) 78 819    65 626    (7 727)  (74 293)  (82 020)       
before tax                                                                      
                                                                                
Income tax       299      (9 329)   (9 030)   (1 332)  (8 571)   (9 903)        
credit/                                                                         
(expense)                                                                       
(Loss)/ profit   (12 894) 69 490    56 596    (9 059)  (82 864)  (91 923)       
for the year                                                                    
                                                                                
(Loss)/ profit   (12 894) 69 490    56 596    (9 059)  (82 864)  (91 923)       
for the year                                                                    
attributable     (12 894) 61 997    49 103    (9 059)  (87 439)  (96 498)       
to equity                                                                       
holders of the                                                                  
parent                                                                          
attributable     -        7 493     7 493     -        4 575     4 575          
to non-                                                                         
controlling                                                                     
interest                                                                        

Total            (12 894) 69 490    56 596    (9 059)  (82 864)  (91 923)       
comprehensive                                                                   
(loss)/ profit                                                                  
for the year                                                                    
attributable     (12 894) 61 997    49 103    (9 059)  (87 439)  (96 498)       
to equity                                                                       
holders of the                                                                  
parent                                                                          
attributable     -        7 493     7 493     -        4 575     4 575          
to non-                                                                         
controlling                                                                     
interest                                                                        
                                                                                
Basic (loss)/    (4.3)    20.7      16.4      (3.0)    (29.3)    (32.3)         
earnings per                                                                    
share (cents)                                                                   
Diluted          (4.3)    20.7      16.4      (3.0)    (29.3)    (32.3)         
(loss)/earning                                                                  
s per share                                                                     
(cents)                                                                         
Consolidated statements of financial position                                   
                                                   Audited       Audited        
                                                     As at         As at        
31 Dec        31 Dec        
R`000                                                  2010          2009       
Assets                                                                          
Non-current assets                                       34       165 533       
Property, plant and equipment                            33        58 861       
Intangible assets                                         1        50 406       
Equity accounted investments                              -        39 265       
Other non-current receivables                             -         3 425       
Deferred taxation                                         -        13 576       
Current Assets                                       16 464        71 570       
Inventory                                                 -         1 138       
Trade and other receivables                           2 838        41 320       
Loan to related parties                                   -         3 381       
Taxation                                                  -         2 147       
Cash and cash equivalents                            13 626        23 584       
Non-current assets classified as held for sale      168 187             -       
Total Assets                                        184 685       237 103       
Equity and Liabilities                                                          
Equity attributable to equity holders of the parent  90 709        41 613       
Issued capital                                        1 251         1 251       
Share premium                                       167 778       167 778       
Share option reserve                                     -           834        
Accumulated loss                                    (78 320)     (128 250)      
Non-controling interest                              20 019        23 116       
Total equity                                        110 728        64 729       
Non-current Liabilities                                   -        22 054       
Long-term liabilities                                     -         8 373       
Operating lease liability                                 -         8 837       
Deferred taxation                                         -         4 844       
Current Liabilities                                   7 022       150 320       
Short-term liabilities                                6 198        10 150       
Provisions                                                -        67 295       
Trade and other payables                                824        58 859       
Taxation                                                  -           191       
Bank overdraft                                            -        13 825       
Liabilities associated with non-current assets                                  
held for sale                                        66 935             -       
Total Equity and Liabilities                        184 685       237 103       
Net asset value per share (cents)                      30.3          13.9       
Net tangible asset value per share (cents)             30.3          (2.9)      
Consolidated statements of cash flows                                           
                                                   Audited       Audited        
                                                      Year          Year        
                                                     ended         ended        
R`000                                           31 Dec 2010   31 Dec 2009       
Cash flows from operating activities                 33 385        (1 052)      
Cash flows from investing activities                 (3 971)      (24 480)      
Cash flows from financing activities                   (814)       (1 051)      
Net increase/ (decrease) in cash and cash            28 600       (26 584)      
equivalents                                                                     
Cash and cash equivalents at beginning                                          
of the period                                         9 759        36 343       
Cash and cash equivalents at end                                                
of the period                                        38 359         9 759       
Note on cash and cash equivalents                                               
                                                 Audited         Audited        
Year            Year        
                                                   ended           ended        
R`000                                         31 Dec 2010     31 Dec 2009       
Current account                                   728 625      11 598 722       
Foreign currency account                                -         648 885       
Petty cash                                              -          10 099       
Call account                                   12 897 612      11 326 584       
Bank overdraft                                          -     (13 825 161)      
Included in non-current assets classified                                       
as held for sale:                                                               
Current account                                17 098 026               -       
Petty cash                                         10 006               -       
Call account                                    7 624 571               -       
Cash and cash equivalents at end of year       38 358 840       9 759 129       
Consolidated statements of changes in equity                                    
                                                   Audited       Audited        
Year          Year        
                                                     ended         ended        
R`000                                           31 Dec 2010   31 Dec 2009       
Opening Equity                                       64 729       158 678       
Share option reserve movement                            (8)         (188)      
Total comprehensive income/ (loss) for the period                               
attributable to equity holders of the parent         49 103       (96 498)      
- Profit/ (loss) for the period                      49 103       (96 498)      
Total comprehensive income for the period                                       
attributable to non-controlling interest              7 493         4 575       
- Profit for the period                               7 493         4 575       
Elimination of non-controlling interests                                        
on disposal of CallForce Direct (Pty) Ltd            (3 713)            -       
Dividends paid to non-controlling interest           (6 876)       (1 838)      
Closing Equity                                      110 728        64 729       
Capital commitments                                                             
Audited       Audited        
                                                        As            As        
                                                        at            at        
R`000                                            31 Dec 2010  31 Dec 2009       
Discontinued operations                                                         
Authorised and contracted                               443            82       
Authorised and not contracted                           905        14 300       
There were no capital commitments pertaining to continuing operations           
as at the current or prior financial year end.                                  
Segment information:                                                            
                                                   Audited       Audited        
                                                      Year          Year        
ended         ended        
R`000                                           31 Dec 2010   31 Dec 2009       
Discontinued operations- Contact centre Cape                                    
Town                                                                            
Total external revenues                               6 845        46 380       
Intersegment revenues                                     -         9 744       
Segment loss before interest, depreciation,                                     
income tax and impairments                             (975)      (74 915)      
Finance expense                                         (85)         (196)      
Finance income                                            -            72       
Depreciation of property, plant and equipment           (32)       (2 358)      
Amortisation of intangibles                               -         (333)       
Impairment of property, plant and equipment          -        (6 124)           
Segment profit before income tax                      (1092)      (83 854)      
Income tax                                                -        (1 806)      
Profit for the period                  (1092)      (85 660)                     
Discontinued operations - Contact centre Durban                                 
Total external revenues                              75 370        86 567       
Intersegment revenues                                     -             -       
Segment profit before interest, depreciation,                                   
income tax and impairments                           15 483        10 531       
Finance expense                                           -           (27)      
Finance income                                          633           490       
Depreciation of property, plant and equipment           (38)          (15)      
Segment profit before income tax                     16 078        10 979       
Income tax                                           (5 756)       (2 887)      
Loss for the period                                  10 322         8 092       
Discontinued operations - Business continuity                                   
Total external revenues                             147 445       144 983       
Intersegment revenues                                   121           504       
Segment profit before interest, depreciation,                                   
income tax and impairments                           37 948        42 963       
Finance expense                                      (2 439)       (3 179)      
Finance income                                          680           523       
Depreciation of property, plant and equipment       (24 502)      (25 747)      
Amortisation of intangibles                            (362)         (469)      
Share of loss from associate                           (350)         (614)      
Segment profit before income tax                     10 975        13 477       
Income tax                                           (4 008)       (4 911)      
Profit for the period                  6 967         8 566                      
Discontinued operations - Staffing                                              
Total external revenues                              54 228        59 879       
Intersegment revenues                                     -         5 282       
Segment profit/ (loss) before interest, depreciation,                           
income tax and impairments                              982        (1 655)      
Finance expense                                        (891)       (1 248)      
Finance income                                          103           608       
Depreciation of property, plant and equipment          (297)         (337)      
Amortisation of intangibles                             (79)          (91)      
Segment loss before income tax                         (182)       (2 723)      
Income tax                                               82           636       
Loss for the period                                    (100)       (2 087)      
Adjustments and eliminations                                                    
Total external revenues                                   -             -       
Intersegment revenues                                  (121)       (9 351)      
Segment loss before interest, depreciation,                                     
income tax and impairments                                -       (12 345)      
Finance expense                                         722         1 018       
Finance income                                         (522)         (344)      
Amortisation of intangibles                          (1 259)       (1 419)      
Impairment of investment in joint venture           (25 327)            -       
Impairment of goodwill               (16 545)       (4 254)                     
Impairment of loans                             (2 453)            -            
Loss on disposal of CallForce Direct (Pty) Ltd         (424)            -       
Gain on disposal of Dialogue South Africa (Pty)                                 
Ltd                                                  65 693             -       
Share of profit from joint venture                   33 155         5 172       
Segment profit/ (loss) before income tax             53 040       (12 172)      
Income tax                     353           397                                
Loss for the period              53 393       (11 775)                          
Total - Discontinued operations                                                 
Total external revenues                             283 888       337 809       
Intersegment revenues                                     -         6 179       
Segment profit/ (loss) before interest, depreciation,                           
income tax and impairments                           53 438       (35 421)      
Finance expense                                      (2 693)       (3 632)      
Finance income                                          894         1 349       
Depreciation of property, plant and equipment       (24 869)      (28 457)      
Amortisation of intangibles                          (1 700)       (2 312)      
Impairment of investment in joint venture           (25 327)            -       
Impairment of goodwill                              (16 545)       (4 254)      
Impairment of loans                                  (2 453)            -       
Impairment of property, plant and equipment               -        (6 124)      
Loss on disposal of CallForce Direct (Pty) Ltd         (424)            -       
Gain on disposal of Dialogue South Africa (Pty)                                 
Ltd                                                  65 693             -       
Share of profit from joint venture                   33 155         5 172       
Share of loss from associate                           (350)         (614)      
Segment profit/ (loss) before income tax             78 819       (74 293)      
Income tax                                           (9 329)       (8 571)      
Profit/ (loss) for the period                        69 490       (82 864)      
Continuing operations - Head office                                             
Total external revenues                                   -             -       
Intersegment revenues                                     -             3       
Segment loss before interest, depreciation,                                     
income tax and impairments                           (9 063)      (14 201)      
Finance expense                    (523)         (344)                          
Finance income                                        1 711         4 694       
Dividends received                                    9 415             -       
Depreciation of property, plant and equipment           (10)          (13)      
Amortisation of intangibles                              (2)           (3)      
Impairment of investments                             3 897        (4 254)      
Impairment of loans                                  (3 317)      (20 286)      
Loss on disposal of CallForce Direct (Pty) Ltd       (3 461)            -       
Segment loss before income tax                       (1 353)      (34 407)      
Income tax                                              299        (1 332)      
Loss for the period                                  (1 054)      (35 739)      
Adjustments and eliminations                                                    
Total external revenues                                    -            -       
Intersegment revenues                                      -           (3)      
Segment (loss)/ profit before interest, depreciation,                           
income tax and impairments                           (5 106)        5 103       
Finance expense                     522           344                           
Finance income                                         (722)       (3 307)      
Dividends received                                   (9 415)            -       
Impairment of investments                            (3 897)        4 254       
Impairment of loans                                   3 317        20 286       
Loss on disposal of CallForce Direct (Pty) Ltd        3 461             -       
Segment loss before income tax                      (11 840)       26 680       
Income tax                                                -             -       
(Loss)/ profit for the period                       (11 840)       26 680       
Total - Continuing operations                                                   
Total external revenues                                   -             -       
Intersegment revenues                                     -             -       
Segment loss before interest, depreciation,                                     
income tax and impairments                          (14 169)       (9 098)      
Finance expense                      (1)            -                           
Finance income                                          989         1 387       
Depreciation of property, plant and equipment           (10)          (13)      
Amortisation of intangibles                              (2)           (3)      
Segment loss before income tax                      (13 193)       (7 727)      
Income tax                                              299        (1 332)      
Loss for the period                                 (12 894)       (9 059)      
Segment assets:                                                                 
                                                   Audited       Audited        
                                                     As at         As at        
31 Dec        31 Dec        
R`000                                                  2010          2009       
Contact centre - Cape Town                                -        10 090       
Contact centre - Durban                              15 069        18 026       
Business continuity                                 120 606       124 199       
Staffing                                                  -        23 569       
Head office                                               -       108 211       
Adjustments and eliminations                         32 512       (46 992)      
Total                                 168 187      237 103                      
Head office                                         101 747             -       
Adjustments and eliminations                        (85 250)            -       
Total continuing operations                          16 497             -       
Segment liabilities:                                                            
                                                   Audited       Audited        
                                                     As at         As at        
                                                    31 Dec        31 Dec        
R`000                                                  2010          2009       
Contact centre - Cape Town                                -       103 836       
Contact centre - Durban                               5 060         6 038       
Business continuity                                  61 154        67 717       
Staffing                                                  -        17 664       
Head office                                               -        17 753       
Adjustments and eliminations                            721       (40 633)      
Total                                  66 935       172 375                     
Head office                                          12 342             -       
Adjustments and eliminations                         (5 320)            -       
Total continuing operations                           7 022             -       
Investment in associate:                                                        
Audited       Audited        
                                                     As at         As at        
                                                    31 Dec        31 Dec        
R`000                                                  2010          2009       
Business continuity                                   4 548         4 890       
Investment in joint venture:                                                    
                                                   Audited       Audited        
                                                     As at         As at        
31 Dec        31 Dec        
R`000                                                  2010          2009       
Head office                                          42 204        34 375       
Additions to property, plant and equipment:                                     
Audited       Audited        
                                                     As at         As at        
                                                   31 Dec         31 Dec        
R`000                                                  2010          2009       
Contact centre - Cape Town                               49         2 536       
Contact centre - Durban                                 111            56       
Business continuity                                  14 007        15 568       
Staffing                                                100           142       
Head office                                               -            15       
Adjustments and eliminations                              -             -       
Total                                  14 267       18 317                      
Head office                                               8            -        
Adjustments and eliminations                              -            -        
Total continuing operations                               8            -        
Geographic information:                                                         
                                               Revenues from                    
external    Non-current        
Discontinued operations               customers      assets                     
R`000                                                                           
2010                                                                            
Botswana                                              6 320           702       
Mozambique                                            2 308         4 877       
South Africa                                        275 260       127 722       
Total                 283 888       133 301                                     
Revenues from                    
                                                 external    Non-current        
Continiung operations                 customers      assets                     
R`000                                                                           
2010                                                                            
Botswana                                                  -             -       
Mozambique                                                -             -       
South Africa                                              -            34       
Total                       -            34                                     
                                               Revenues from                    
                                                 external    Non-current        
            customers -     assets                                              
discontinued                     
                                                operations                      
R`000                                                                           
2009                                                                            
United Kingdom                                        8 122             -       
Botswana                                              6 130         2 126       
Mozambique                                            2 772         4 695       
United States                                             3             -       
South Africa                                        320 780       158 712       
Total                 337 809       165 533                                     
Headline earnings per share:                                                    
                                                   Audited       Audited        
Year ended    Year ended        
Continuing operations                                31 Dec        31 Dec       
R`000                                                  2010          2009       
Headline loss reconciliation                                                    
Net loss attributable to equity holders of                                      
the group                                           (12 894)       (9 059)      
Headline loss per share (cents)                                                 
Weighted in issue                                      (4.3)         (3.0)      
Fully diluted                                          (4.3)         (3.0)      
Discontinued operations                                                         
Headline earnings/ (loss) reconciliation                                        
Net loss attributable to equity holders of                                      
the group                                            61 997       (87 439)      
Impairment of goodwill                               16 545         4 254       
Impairment of investment in joint venture            25 327             -       
Impairment of property, plant and equipment               -         6 124       
Gain on disposal of Dialogue South Africa (Pty)                                 
Ltd                                                 (65 693)            -       
Loss on disposal of CallForce Direct (Pty) Ltd          424             -       
Loss/ (profit) on disposal of property, plant and                               
equipment                                               204           (55)      
Headline earnings/ (loss)                            38 804       (77 116)      
Headline earnings/ (loss) per share (cents)                                     
Weighted in issue                                      13.0         (25.8)      
Fully diluted                                          13.0         (25.8)      
Number of shares                                                                
Total                                               299 075       299 075       
Weighted in issue                                   299 075       299 075       
Fully diluted                                       299 075       299 075       
Directorate and administration                                                  
P.A. Watt (Chairman)*, A.C. Farthing (CEO)#, A.T. Kretzmann(Financial Director),
J.J. Drew*#, A. Khumalo*, K.R Mangena*, G. Mkhari* S.J.H. Rodger*#              
*Non-executive Independent #British                                             
Company secretary: L.C. Marran                                                  
Registered address: KPMG Services (Proprietary) Limited, KPMG Crescent, 85      
Empire Road, Parktown, 2193 (PO Box 1586, Rivonia, 2128)                        
Transfer secretaries: Computershare Investor Services (Proprietary) Limited, 70 
Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)          
Designated advisor: PSG Capital (Proprietary) Limited (Johannesburg branch),    
Ground Floor, DM Kisch House, Inanda Greens Business Park, 54 Wierda Road West, 
Wierda Valley, Sandton, 2196 (PO Box 987, Parklands, 2121)                      
Date: 31/03/2011 15:51:01 Produced by the JSE SENS Department.                  
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