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JSE RACP
REC
RACP - RECM and Calibre Limited - Unaudited Interim financial results for the
six months ended 30 September 2011
RECM and Calibre Limited
(Incorporated in the Republic of South Africa)
(Registration number 2009/012403/06)
Preference share code: RACP
ISIN: ZAE000145041
("RAC" or the "Company")
Unaudited Interim financial results for the six months ended 30 September 2011
Audited
Notes Six Twelve Six Months
months Months ended ended 30
ended 30 31 March September
September 2011 2010
2011
R R R
Statement of Financial
Position
Assets
Non-current
assets
Other financial 1 236 629 219 875 090 106 556
assets 884 669
Current assets 287 477 295 609 693 400 085
345 715
Trade and other - 6 217 106 138 000
receivables
Other financial 1 287 367 288 509 508 399 790
assets 108 680
Cash and cash equivalents 2 110 237 883 079 157 035
Total assets 524 107 515 484 783 506 642
229 384
Equity and
liabilities
Equity
Share capital 3 50 000 000 50 000 000
50 000
000
Reserves 4 650 612 86 038 108 159
attributable to
ordinary shares
Retained income/(loss) 5 1 579 030 1 226 749 329 734
attributable to ordinary
shares
52 229 51 312 787 50 437 893
642
Reserves and retained income 6 20 066 11 815 084 3 941 046
attributable to preference 770
shares
Reserves 4 5 855 774 346 973 430
505
Retained income 5 14 211 11 040 738 2 967 616
265
Total Equity 72 296 63 127 871 54 378 939
412
Liabilities
Non-current 451 059 450 140 062 450 176
liabilities 135 073
Other financial 7 450 000 450 000 000 450 000
liabilities 000 000
Deferred tax 1 059 140 062 176 073
135
Current 751 682 2 216 850 2 087 372
liabilities
Trade and other payables 630 978 678 359 1 399 726
Current tax 120 704 1 538 491 687 646
payable
Total equity and 524 107 515 484 783 506 642
liabilities 229 384
Audited
Six Twelve Six Months
months Months ended ended 30
ended 31 March September
30 2011 2010
Septemb
er
2011
Statement of Comprehensive R R R
Income
Revenue 8 335 24 041 715 8 567 804
709
Operating (3 499 (6 376 434) (3 146
expenses 443) 347)
Operating Profit 4 836 17 665 281 5 421 457
266
Finance costs - (113) (113)
Profit before 4 836 17 665 168 5 421 344
taxation 266
Taxation (1 313 (5 053 413) (1 779
459) 726)
Profit after 3 522 12 611 755 3 641 618
taxation 807
Other comprehensive - - -
income
Available-for-sale financial 6 564 1 000 446 1 257 662
assets adjustments 806
Taxation related to components of (919 (140 062) (176 073)
other comprehensive income 073)
5 645 860 384 1 081 589
733
Total comprehensive income 9 168 13 472 139 4 723 207
540
Total comprehensive income
attributable to:
Ordinary 916 854 1 347 214 472 321
shareholders
Preference shareholders 8 251 12 124 925 4 250 886
686
9 168 13 472 139 4 723 207
540
Statement of Changes in
Equity
Share Share Total Fair Retained Total
capita premium share value income/(Loss Equity
l capital adjustm )
ent
assets
-
availab
le-for-
sale
reserve
R R R R R R
Balance at 70 - (344 268) (344 198)
31 March - 70
2010
Changes in
equity
Total - 1 081 3 641 618 4 723 207
comprehensi - - 589
ve income
Issue of 49 930 49 950 49 999 - 49 999 930
ordinary 000 930 -
shares
Balance 30 49 950 50 000 1 081 3 297 350 54 378 939
September 50 000 000 000 589
2010
Changes in - - - - - -
equity
Total - (221 8 970 137 8 748 932
comprehensi - - 205)
ve
income/(los
s)
Balance 31 50 49 950 50 000 860 384 12 267 487 63 127 871
March 2011 000 000 000
Changes in
equity
Total - - 5 645 3 522 807 9 168 540
comprehensi 733
ve income
Balance 30 50 49 950 50 000 6 506 15 790 294 72 296 412
September 000 000 000 117
2011
Six Audited Six Months
months Twelve ended 30
ended Months ended September
30 31 March 2010
Septemb 2011
er
2011
R R R
Statement of Cash
Flows
Cash flows from
operating
activities
Cash utilised in 2 670 (11 920 757) (2 602
operations 282 276)
Interest income 8 087 23 452 240 8 567 804
763
Dividends 247 946 589 475 -
received
Finance costs - (113) (113)
Tax paid (2 731 (3 514 922 (380 000)
246)
8 274 8 605 923 5 585 415
745
Cash flows from investing
activities
Purchase of financial (9 047 (507 384 (505 089
assets 587) 152) 687)
(9 047 (507 384 (505 089
587) 152) 687)
Cash flows from financing
activities
Proceeds on - 49 999 930 49 999 930
share issue
Proceeds from other - 450 000 000 450 000
financial liabilities 000
Net movement on - (338 622) (338 693)
shareholders` loans
- 499 661 308 499 661
237
Total cash movement for the (772 883 079 156 965
period 842)
Cash at beginning of 883 079 - 70
period
Total cash and cash equivalents end of 110 237 883 079 157 035
period
Notes to the interim results for the period
ended 30 September 2011
1 Other financial
assets
Available-for-sale
Listed and unlisted shares 23 217 134 17 631 034 5 175 360
- Quoted
Unlisted - Unquoted 280 000 280 000 280 000
Unit trusts 213 132 750 201 964 056 101 101
309
Money market funds 287 367 108 288 509 508 399 790
680
523 996 992 508 384 598 506 347
349
The fair values of the financial assets were determined as follows:
Listed and unlisted quoted investments are based on the quoted market
price and unlisted securities on the last available traded price.
2 Cash and cash
equivalents
Bank balances 110 237 883 079 157 035
Six months Audited Six Months
ended 30 Twelve ended 30
September Months ended September
2011 31 March 2010
2011
R R R
3 Share capital
Authorised
5 000 000 Ordinary shares of 50 000 50 000 50 000
R0.01 each
100 000 000 Redeemable, 1 000 000 1 000 000 1 000 000
participating, non-cumulative
Preference shares of R0.01
each
Issued
5 000 000 Ordinary shares of 50 000 50 000 50 000
R0.01 each
Share premium 49 950 000 49 950 000 49 950 000
50 000 000 50 000 000 50 000 000
4 Reserves
The fair value adjustment assets available-for-sale reserve comprises
all fair value adjustments on available-for-sale financial
instruments. When an asset or liability is derecognised, the fair
value adjustment relating to that asset or liability is transferred
to profit or loss.
Available-for-sale financial 7 565 252 1 000 446 1 257 662
instruments
Deferred tax on available-for- (1 059 (140 062) (176 073)
sale financial instruments 135)
6 506 117 860 384 1 081 589
The reserves are attributable to the
following classes of shareholders:
5 000 000 Ordinary shares 650 612 86 038 108 159
45 000 000 Redeemable, 5 855 505 774 346 973 430
participating, non-cumulative
preference shares
6 506 117 860 384 1 081 589
The reserves are divided between the ordinary and preference shares
according to Article 4.5.3.2 of the Articles of the Company. On the
occurrence of a redemption event, each preference shareholder shall
be entitle to be paid, on the relevant redemption date, in redemption
of the preference shares held by it - in reference and in priority to
the holders of all other classes of shares in the share capital of
the Company, as a redemption amount in respect of each preference
share held by it, an amount equal to the designated percentage of all
payments to be made to shareholders, whether in cash or in specie,
divided by the number of preference shares in issue at the relevant
date. The designated percentage means, at any relevant time, the
percentage which all the preference shares in the aggregate
constitute of the entire issued share capital of the Company.
Each of the following events set out in Article 4.5 of the Company`s
Articles of Association constitutes a redemption
event, namely:
> A final order of competent court is made for the winding-up of
the Company (`the liquidation event");
> A resolution by the board of directors of the Company to redeem
the Preference shares before the liquidation event (which the board
of directors of the Company shall be entitled to so resolve at any
time after the Preference shares issue date);
> A resolution is passed by the ordinary shareholders or all the
shareholders, for the voluntary winding-up of the Company; and or
> A resolution is passed by the directors of the Company, for the
Company to cease the conduct of its business.
5 Retained income
The retained income is
attributable to the following
classes of shareholders:
5 000 000 Ordinary shares 1 579 030 1 226 749 329 734
45 000 000 Redeemable, 14 211 265 11 040 738 2 967 616
participating, non-cumulative
preference shares
15 790 295 12 267 487 3 297 350
The retained income is divided between the ordinary and preference
shares according to Article 4.5.3.2 of the Articles of the Company.
On the occurrence of a redemption event, each preference shareholder
shall be entitle to be paid, on the relevant redemption date, in
redemption of the preference shares held by it - in reference and in
priority to the holders of all other classes of shares in the share
capital of the Company, as a redemption amount in respect of each
preference share held by it, an amount equal to the designated
percentage of all payments to be made to shareholders, whether in
cash or in specie, divided by the number of preference shares in
issue at the relevant date. The designated percentage means, at any
relevant time, the percentage which all the preference shares in the
aggregate constitute of the entire issued share capital of the
Company.
Each of the following events set out in Article 4.5 of the Company`s
Articles of Association constitutes a redemption event, namely:
> A final order of competent court is made for the winding-up of
the Company ("the liquidation event");
> A resolution by the board of directors of the Company to redeem
the Preference shares before the liquidation event (which the board
of directors of the Company shall be entitled to so resolve at any
time after the Preference shares issue date);
> A resolution is passed by the ordinary shareholders of all the
shareholders, for the voluntary winding-up of the Company; and or
> A resolution is passed by the directors of the Company, for the
Company to cease the conduct of its business.
6 Preference shareholders`
Interest
There reserves and retained income are divided between the ordinary
and preference shareholders according to Article 4.5.3.2 of the
Articles of Association of the Company. Refer to notes 4 and 5 for
the various allocations.
Reserves: Fair value adjustments 5 855 505 774 346 973 430
of assets-available-for-sale
reserve
Retained income 14 211 265 11 040 2 967 616
738
20 066 770 11 815 3 941 046
084
7 Other financial
liabilities
Held at amortised
cost
45 000 000 Redeemable, 450 000 000 450 000 450 000
participating. Non- 000 000
cumulative preference
shares
The other financial liabilities consists of 45 000 000 redeemable,
participating, non-cumulative preference shares of R0.01 each and a
share premium of R9.99 each, which shares are listed on the
Johannesburg Stock Exchange. These redeemable, participating, non-
cumulative preference shares share in the reserves and the retained
income of the Company as per note 4 and 5.
8 Events after balance sheet date
The directors are not aware of any matter or circumstance arising
since the end of the period.
Basis of accounting
preparation
The accounting policies applied for the six months are consistent, in
all material respects, with those used in the Annual Financial
Statements of the prior period in accordance with the recognised and
measurements criteria of International Reporting Standards (IFRS) and
the presentation and disclosure requirements of International Accounting
Standards 34, Interim Financial Reporting, as well as AC 500 standards
as issued by the Accounting Practices Board, the Listings Requirements
of the JSE and the Companies Act 71 of 2008.
The interim results have been prepared in accordance with the IFRS and
IFRIC interpretations as adopted for use in South Africa the time of the
preparation of the information. As these standards and interpretations
are subject of ongoing review, they may be amended between the date of
this report and the finalisation of the annual financial statements for
the year ending 31 March 2012.
Commentary
The most notable investment made during the past six months has been
our commitment to purchase Namaqualand Mines from De Beers Consolidated
Mines Limited as part of a consortium led by Trans Hex Group Limited.
We commented on this transaction in the recent RECM and Calibre Limited
("RAC") annual report. The final details of the transaction are still
being negotiated, but we expect to commit about R100 million to this
investment.
We are making steady progress in deploying capital to listed shares and
shares that trade over the counter, and we are finding new
opportunities on this front on a regular basis. We have not concluded
any new private market investments since agreeing to invest in the
Namaqualand Mines transaction, but we are constantly evaluating
investment opportunities.
On a `see-through` basis, about 14.7% of RAC`s assets were invested in
equities at 30 September 2011. This excludes the Namaqualand Mines
commitment referred to above. The remainder of RAC`s assets consists
of cash and money market investments. According to our estimates, the
equities owned by RAC at 30 September 2011 were in aggregate priced at
about 58% of fair value.
Net asset value
(NAV)
Net Asset Value of preference shares 1 044.59 1 026.26 1 008.76
as at 30 September 2011 (cents per
share)
Headline earning per share (cents 7.05 25.22 7.28
per share)
Signed on behalf of the
board
P Viljoen
Cape Town
18
October
2011
Directors: P Viljoen (Chairman), T
de Bruyn, G Pretorius, W Stals, V
Davis, JG Swiegers, L Potgieter
Company Secretary: L
Potgieter
Registered
Office:
7th Floor
Claremont
Central
8 Vineyard Road
Clarem
ont
7700
South
Africa
Transfer
Secretaries:
Link Market
Services South
Africa (Pty)
Limited,
Rennie House, 13th
Floor 19 Ameshoff
Street,
Braamfontein,
Johannesburg,
2001
South Africa
Sponsor:
Deloitte & Touche Sponsor Services (Pty) Ltd
Building 6, The Woodlands
20 Woodlands Drive
Woodmead, Sandton,
2196
South Africa
Date: 18/10/2011 17:35:02 Produced by the JSE SENS Department.
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