| Fri 19 Aug 2011, 9:41 | | PSV - PSV Holdings Limited - Change statement relating to the February 2011 |
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PSV
PSV
PSV - PSV Holdings Limited - Change statement relating to the February 2011
reviewed results, annual report and notice of Annual General Meeting
PSV HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/004365/06)
JSE code: PSV
ISIN: ZAE000078705
("PSV" or "the company" or "the Group")
CHANGE STATEMENT RELATING TO THE FEBRUARY 2011 REVIEWED RESULTS, ANNUAL REPORT
AND NOTICE OF ANNUAL GENERAL MEETING
ANNUAL REPORT
Shareholders are advised that the annual report for the year ended 28 February
2011 will be dispatched to shareholders on 31 August 2011 and contains the
following modifications to the reviewed condensed results for that year, which
were released on SENS on 31 May 2011:
GOING CONCERN
The reviewed condensed results released on SENS on 31 May 2011 stated that, at
year end, the Group was unable to meet the terms and conditions of the loan
covenants with its main banker, Investec, and that management was in discussions
with Investec regarding these facilities.
In the unlikely event that Investec deemed it necessary to change the terms of
the abovementioned facilities, there would be a material uncertainty that may
have cast significant doubt on the ability of the company and its subsidiaries
to continue as going concerns and be able to realise their assets and discharge
their liabilities in the normal course of business.
It was also stated that although Investec had no intention of reducing the
Group`s facilities at that stage, it reserved its rights in that regard.
The following initiatives were being implemented by the directors at year end to
ensure the group improves its capital base, trades profitably and is able to
meet the terms and conditions of its loan covenants during the 2012 financial
year:
- Renegotiating the loan covenants and facilities with Investec;
- Restructuring the business of the loss making subsidiary, Mather & Platt;
- Reducing costs mainly through the retrenchment of certain senior members of
management.
- Entering into negotiations with third parties, which were substantially
complete, for the sale of Groupline Projects (Proprietary) Limited, the
proceeds of which are expected to enhance the capital base of the Group.
In order to reduce costs further, management is considering the possibility of
divisionalising the Group`s subsidiaries on a phased basis.
Subsequent to year end, the following positive events are taking place:
- Investec have agreed not to withdraw any facilities until the end of June
2012, subject to certain terms and conditions;
- Mather & Platt is operating profitably with positive cash flows;
- An agreement to dispose of Groupline Projects for a consideration of R35
million has been successfully concluded and is expected to be completed by
30 September 2011;
- The acquisition of Turbo Agencies is adding substantially to the Group`s
profitability; and
- The rationalisation of shared services and the centralisation of several
operations into a single industrial park.
As a result of the abovementioned events, the Board is confident that there is
no longer a material uncertainty as to the company`s and its subsidiaries`
ability to continue as going concerns and has subsequently removed the material
uncertainty statement as stated in the reviewed condensed results for the year ,
which were released on SENS on 31 May 2011.
DISCONTINUED OPERATIONS
Subsequent to releasing the reviewed condensed results on SENS on 31 May 2011,
but before approval of the annual report, all the requirements for the disposal
of Groupline Projects to be classified as a discontinued operation had been met.
As such, the results of Groupline Projects for the year have been reclassified
as a discontinued operation in the annual report. The following modifications
have therefore been made to the financial results to account for the
discontinued operation:
Reviewed Adjust- Audited
Condensed ments Annual
Financial R`000 Financial
results Statements
28.02.2011 28.02.2011
R`000 R`000
CONDENSED CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME AS AT 28 FEBRUARY 2011
Revenue 378 446 (64 027) 314 419
Cost of sales 303 015 (48 002) 255 013
Gross profit 75 431 (16 025) 59 406
Operating expenses 74 760 (12 324) 62 436
Operating profit 671 (3 701) (3 030)
Financial income 1031 (470) 561
Financial expenses 8738 (159) 8 579
Loss before taxation (7 036) (4 012) (11 048)
Taxation charge (1 270) 1 138 (132)
Loss for the period from
continuing operations (8 036) (2 874) (11 180)
Discontinued operations 0 2 874 2 874
Total comprehensive loss for
the period (8 036) 0 (8 036)
CONDENSED CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION
ASSETS 114 946 (6 427) 108 519
Non current assets 47 714 (1 975) 45 739
Property, plant and equipment 19 454 (1 413) 18 041
Intangible assets 36 036 (3 039) 32 997
Goodwill 11 742 0 11 742
Deferred taxation asset 0 0 0
Loans receivable 174 287 7 171 181 458
Current assets 62 899 (10 315) 52 584
Inventories 67 602 (9 586) 58 016
Trade and other receivables 7 205 0 7 205
Taxation receivable 26 839 (307) 26 532
Cash and cash equivalents 9 742 27 379 37 121
Assets held for sale 289 233 744 289 977
Total assets
EQUITY AND LIABILITIES
Shareholders` equity 142 749 0 142 749
Ordinary shareholders` 270 806 0 270 806
interest 263 0 263
Stated capital (Share capital) (125 221) 0 (125 221)
Share based payment reserve (3 099) 0 (3099)
Accumulated loss 27 423 (1 783) 25 640
Foreign currency translation 22 352 (1 367) 20 985
reserve 0 0 0
Non current liabilities 5 071 (416) 4 655
Borrowings 119 061 2 527 121 588
Purchase consideration payable 57 398 (11 198) 46 200
Deferred tax liabilities
Current liabilities 18 431 330 18 761
Trade and other payables 997 (48) 949
Current portion of long term 37 200 0 37 200
liabilities 0 0 0
Taxation payable 5 035 13 443 18 478
Bank overdrafts 289 233 744 289 977
Short term loan
Liabilities held for sale
Total equity and liabilities
CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOW AS AT 6 635 409 7 044
28 FEBRUARY 2011
Cash flows from operations (16 098) (320) (16 418)
Cash flows utilised in 10 934 (89) 10 845
investing activities
Cash flows from financing 1 471 0 1 471
activities 296 0 296
Increase in cash and cash 0 (308) (308)
equivalents
Cash at acquisition of (12 128) 0 (12 128)
subsidiary
Cash transferred to held for (10 361) (308) (10 669)
sale
Cash and cash equivalents at
beginning of year
Cash and cash equivalents at
end of year
Note:
All the modifications as reported above relate only to the fact that the results
of Groupline Projects have been reclassified as a discontinued operation.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of the
company will be held on Thursday, 29 September 2011 at 09h00 at the company`s
offices, cnr. Barbara & North Reef Road, Henville Ext., Elandsfontein, in order
to transact the business as stated in the notice of annual general meeting
forming part of the annual report.
19 August 2011
Designated Adviser
Vunani Corporate Finance
Date: 19/08/2011 09:41:00 Produced by the JSE SENS Department.
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