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Fri 30 Dec 2011, 12:18 JDH - John Daniel Holdings Limited - Abridged audited financial statements for
JDH
JDH                                                                             
JDH - John Daniel Holdings Limited - Abridged audited financial statements for  
the 15 months ended 30 September 2011                                           
JOHN DANIEL HOLDINGS LIMITED                                                    
Incorporated in the Republic of South Africa                                    
Registration number: 1998/013215/06                                             
JSE Code:  JDH - ISIN: ZAE000136677                                             
("the Company" or "JDH" or "the Group")                                         
ABRIDGED AUDITED FINANCIAL STATEMENTS FOR THE 15 MONTHS ENDED 30 SEPTEMBER 2011 
The Directors are pleased to inform the shareholders of the improved financial  
results of the group as reflected herein.                                       
Audited Statement of Financial Position as at 30 September 2011                 
30 September 2011     30 June 2010      
                                            Audited Group    Audited Group      
                                                    R`000            R`000      
ASSETS                                                                          
Non-current assets                                                              
Property, plant and equipment                        4 572            3 204     
Intangible assets                                    1 555              936     
Other financial assets                               2 323                -     
Deferred tax                                        11 404            3 365     
                                                                                
Total current assets                                 6 293            1 270     
                                                                                
TOTAL ASSETS                                        26 147            8 775     
                                                                                
EQUITY AND LIABILITIES                                                          
Equity                                               2 729            1 170     
Non-controlling interest                             1 118            (433)     
                                                                                
Non-current liabilities                                                         
Interest bearing borrowings                         13 477              121     
Deferred tax                                           495              182     
                                                                                
Total current liabilities, short                                                
term interest bearing borrowings                     8 328            7 735     
and shareholders` loans                                                         
                                                                                
TOTAL EQUITY AND LIABILITIES                        26 147            8 775     
                                                                                
Net asset value                                      2 729            1 170     
Net tangible asset value                             1 173              234     
                                                                                
Net asset value per share (cents)                     1.73             0.78     
Net tangible asset value per share                    0.75             0.16     
(cents)                                                                         
Audited Statement of Comprehensive Income for the period ended 30 September 2011
                                           15 months ended  12 months ended     
30 September          30 June     
                                               2011Audited      2010Audited     
                                                     Group            Group     
                                                     R`000            R`000     

REVENUE                                               6 464            5 714    
COST OF SALES                                       (2 484)          (4 093)    
GROSS PROFIT                                          3 980            1 621    

Other income                                          2 260              125    
Selling, distribution and administration           (12 396)         (10 811)    
expenses                                                                        
LOSS BEFORE NET FINANCE COSTS AND                   (6 156)          (9 065)    
TAXATION                                                                        
                                                                                
Net Finance costs                                     (999)          (1 046)    
Taxation income                                       7 435            1 027    
PROFIT / (LOSS) FOR THE PERIOD                          280          (9 084)    
                                                                                
Attributable to non-controlling interest                426            2 439    
NET PROFIT / (LOSS) ATTRIBUTABLE TO                     706          (6 645)    
ORDINARY SHAREHOLDERS                                                           
                                                                                
BASIC AND HEADLINE EARNINGS/(LOSS)                                              

Basic profit / (loss)                                   706          (6 645)    
                                                                                
Headline earnings / (loss)                              204          (5 503)    

Basic earnings / (loss) per share (cents)              0.47           (8.13)    
attributable to equity holders of the                                           
parent                                                                          

Headline earnings / (loss) per share                   0.14           (6.74)    
(cents) attributable to equity holders of                                       
the parent                                                                      

Number of shares in issue                       157 652 363      150 500 000    
                                                                                
Weighted average number of shares               150 970 550       81 703 640    

                                                                                
RECONCILIATION BETWEEN BASIC PROFIT /                                           
(LOSS) AND HEADLINE EARNINGS / (LOSS)                                           
IAS 33 Basic profit / (loss)                            706          (6 645)    
IAS 16 Loss disposal of property plant                                     -    
and equipment                                            30                     
IAS 36 Impairment of property, plant and                                 516    
equipment                                                                       
IAS 36 (Reversal of impairment) /                     (532)              626    
impairment of intangible assets                                                 
Headline Earnings / (Loss)                              204          (5 503)    
Audited Segmental Information for the period ended 30 September 2011            
The Group has adopted IFRS 8 Operating Segments as its segmental reporting      
standard which requires an entity to report financial and descriptive           
information about its reportable segments, which are operating segments or the  
aggregation of operating segments that meet specified criteria.  Operating      
segments are components of an entity in respect of which separate financial     
information is available and is evaluated regularly by management.              
            R`000      R`000        R`000       R`000        R`000   R`000      

15 months ended 30                                                              
September 2011                                                                  
            Biotech-   Packag-ing   Financial   Corpo-rate   Elimin- Consoli-   
nology                  services                 ations  dated      
                                                                                
Revenues     5 797      368          126         1 549        (1 376) 6 464     
TOTAL                                                                 6 464     
EXTERNAL                                                                        
REVENUE                                                                         
Operating    (2 944)    (361)        (49)        (2 802)      -       (6 156)   
loss                                                                            

                                                                                
12 months ended 30                                                              
June 2010                                                                       
Biotech-   Packag-ing   Corpo-rate  Elimin-      Consoli-           
            nology                              ations       dated              
                                                                                
Revenues     1 937      3 777        1 353       (1 353)      5 714             
TOTAL                                                         5 714             
EXTERNAL                                                                        
REVENUE                                                                         
Operating    (992)      (6 369)      (11 102)    9 398        (9 065)           
loss                                                                            
                                                                                
Audited Statement of Changes in Equity for the period ended 30 September 2011   
                Share       Non           Accumul-   Non-       Total           
capital     distribute-   ated loss  controllin equity          
                            able                     g interest                 
                            reserves                                            
                R`000       R`000         R`000      R`000      R`000           

Balance at 1     24 415      7 729         (35 580)   2 007      (1 429)        
July 2009                                                                       
Total            -           -             (6 645)    (2 439)    (9 084)        
comprehensive                                                                   
loss for the 12                                                                 
months                                                                          
Issue of shares  11 893      -             -          -          11 893         
Share issue      (643)       -             -          -          (643)          
expenses                                                                        
                                                                                
Balance at 30    35 665      7 729         (42 225)   (433)      736            
June 2010                                                                       
Total            -           -             706        (426)      280            
comprehensive                                                                   
profit for the                                                                  
15 months                                                                       
Issue of shares   831        -             -          -          831            
Change in        -           23            -          (23)       -              
ownership                                                                       
Business          -          -             -          2 000      2 000          
combinations                                                                    
                                                                                
Balance at 30    36 496      7 752         (41 519)   1 118      3 847          
September 2011                                                                  
Audited Cash Flow Statement for the period ended 30 September 2011              
                                          15 months ended    12 months          
                                          30 September       ended 30 June      
2011Audited Group  2010Audited        
                                          R`000              Group              
                                                             R`000              
NET CASH (OUTFLOW)/INFLOW FROM OPERATING   (8 406)            21                
ACTIVITIES                                                                      
                                                                                
NET CASH OUTFLOW FROM INVESTING            (582)              (200)             
ACTIVITIES                                                                      

NET CASH INFLOW/(OUTFLOW) FROM FINANCING   9 263              (129)             
ACTIVITIES                                                                      
                                                                                
Increase / (Decrease) in cash and cash     275                (308)             
equivalents                                                                     
                                                                                
Cash and cash equivalents at the           34                 342               
beginning of the year                                                           
                                                                                
Cash and cash equivalents at the end of    309                34                
the year                                                                        
COMMENTARY                                                                      
OPERATIONAL REVIEW                                                              
Group Overview                                                                  
JDH continued to conduct business as a venture capital investment holding       
company, and will continue to do so, focusing on investing in companies which   
are niche players and strategic in nature. Preference is given to companies     
which have clear African and Global markets. In particular, these companies are 
required to produce products or provide services with high barriers to entry and
high gross profit margins.                                                      
At the beginning of the 15 month period under review JDH held two trading       
subsidiaries:                                                                   
Vinguard Limited ("Vinguard"); and                                              
Lazaron Biotechnologies (SA) Limited ("Lazaron").                               
These subsidiaries contained significant intrinsic value but consistently       
produced disappointing results. In order to unlock the potential the JDH Group  
entered into a finance restructure agreement ("Escalator loan") with Escalator  
Capital Limited ("Escalator").                                                  
The Group restructure process initiated at the end of September 2010 resulted in
material changes during the subsequent six month to end March 2011. These       
changes included, inter alia, the re-constitution of the board of directors of  
JDH and all relevant governance mechanisms in the Group, repositioning the      
strategic direction of the Group and the trading subsidiaries, development of   
appropriate corporate actions to recapitalise the Group, material reductions in 
the overhead structure of Vinguard, establishment of a marketing channel and    
sales force in Lazaron, and relocation of the corporate head office including   
the restructuring of the Group`s financial and administration staff.            
Significantly during the period under review Vinguard did not manufacture       
product and the results produced are therefore without the contribution which   
will in future be provided by what was historically the group`s primary asset.  
The state of the subsidiaries at the end of the 2009/2010 financial period      
compelled the directors to adopt an extremely conservative view of the potential
of the businesses future profit projections. As a result thereof all intangible 
assets were impaired in the previous audited financial statements. The          
turnaround of the business prospects, including the establishment of sound order
pipelines and the intrinsic value of the businesses has resulted in the         
directors reviewing the impairments and writing back those which are deemed to  
be appropriate.                                                                 
The benefits of the measures implemented during the first nine months of the    
restructure process resulted in improved trading results during the last six    
months of the 15 month period under review (April to September 2011). In        
addition, the Group announced rights offers for JDH and Lazaron as well as two  
acquisitions. The acquisitions comprised of:                                    
Viscacom (Pty) Limited trading as JDH Credit Services ("JDH CS"), a wholly owned
subsidiary acquired on 1 September 2011; and                                    
Rexisource (Pty) Limited trading as Cryo-Save SA ("Cryo-Save SA"), 50% stake    
acquired on 1 July 2011.                                                        
The turnaround of subsidiaries through product and market extension, aggressive 
trading and cost reduction continues.                                           
This includes the evaluation of product range extension, development of new     
markets and rationalization of administration and support structures. Ongoing   
shareholders` support is required to continue to develop the current Group      
companies and to seek new opportunities.                                        
The board of directors is actively investigating further acquisition            
opportunities that will improve earnings and cash generation for the group. It  
is the intention of the board to develop a robust and complementary Group of    
companies which provide sustainable returns.                                    
Below is an overview of the JDH subsidiaries at 30 September 2011.              
JDH Credit Services                                                             
The conditions precedent contained in the acquisition agreement of Viscacom     
(Pty) Limited trading as JDH Credit Services ("JDH CS") were met by end August  
2011. JDH acquired, with effect from 1 September 2011, 100% of the shares in JDH
CS for a cash consideration of R100, through its wholly owned subsidiary        
Restibyte (Pty) Limited.                                                        
JDH CS is a micro finance organisation providing financial services to third    
party company employees and is the first acquisition by JDH in its new JDH      
Financial Services Division (Restibyte (Pty) Ltd).                              
JDH CS was established in 2010 and has shown exponential growth since its       
incorporation.                                                                  
Cryo-Save SA                                                                    
On 2 June 2011, the board announced that JDH and Cryo-Save Group N.V. ("Cryo-   
Save") a leading international family stem cell bank, signed a memorandum of    
understanding, to establish a new stem cell bank in South Africa.               
The agreement combined Cryo-Save`s leading expertise in stem cell processing and
storage with JDH`s local and African market expertise. Cryo-Save SA offers      
customers the option of storing cord tissue and stem cells from cord blood in   
South Africa or off shore in Belgium.                                           
The Lazaron laboratory located in Cape Town has been upgraded to cater for the  
increase in volumes and will meet the highest quality standards applied by Cryo-
Save around the world.                                                          
Vinguard                                                                        
The company`s operations involve a relatively extended production and working   
capital cycle. The company was not able to fund the working capital required for
the 2010/2011 South African table grape season. The working capital investment  
was required prior to the establishment of the finance restructure agreement    
with Escalator, and the resultant lack of production funding led to reduced     
market share for the 2010/2011 SA table grape season.                           
The 90% reduction in turnover to R370 000 was off-set to an extent by the       
reduction in operating expenses resulting from the rationalization of the       
company`s operations.                                                           
Vinguard`s cost structure and processes have been rationalized through the      
restructuring efforts ensuring that the breakeven point is achieved at a 33%    
reduced turnover value than in the comparative period.                          
The business is poised to take advantage of its reduced overhead structure in   
the upcoming 2011/2012 SA table grape season.                                   
The Vinguard product has proved its efficacy and table grape farmers reported   
excellent results with exports in the past. The product is well placed to       
penetrate the significant SA and international export table grape industries.   
Substantial orders have been obtained for the product early in the new season.  
In addition, the board continues to drive efforts to diversify the Vinguard     
product offering into other produce markets as well as Northern Hemisphere      
production areas.                                                               
Lazaron                                                                         
The establishment of a dedicated sales division in Lazaron as part of the group 
restructure resulted in material sales growth for the business during the period
under review. The 32% increase in the company`s revenue was generated in the    
last six months of the 15 month period under review.                            
The accompanying cost involved in repositioning the strategic direction of the  
business, investing in marketing collateral, strategic initiatives and the      
development of the sales force increased the operating expense base.            
The encouraging sales performance and the healthy gross profit percentages,     
however, resulted in the business approaching breakeven performance on a month  
to month basis by the end of the period under review.                           
The Lazaron restructure efforts and the resultant improved performance brought  
about the negotiations with Cryo-Save NV and the subsequent investment in the   
Cryo-Save SA subsidiary.                                                        
Lazaron will continue to provide the current services and will also focus on    
stem cell therapies in the future. In addition, the company will also pursue    
equine therapy development. The reduced cost base will result in the Lazaron    
business being profitable whilst the therapy and equine opportunities provide   
potential wealth generation.                                                    
REVIEW OF RESULTS AND FINANCIAL POSITION                                        
The financial year end for the Group was changed to 30 September resulting in   
the financial year comprising a 15 month period.                                
The consolidated financial results for the 15 months ended 30 September 2011    
represents income and expenses from the JDH corporate head office and its       
trading subsidiaries, active in the financial services, biotechnology and       
agricultural packaging markets.                                                 
The operating results for the 15 months reflected a material turnaround in the  
performance of the group and the results were further enhanced by the           
recognition of certain assets which had been impaired in the previous period.   
Revenue for the group increased from R 5 714 233 in 2010 to R 6 463 609 for the 
2011 period, this is notwithstanding the limited trading in Vinguard. The profit
after taxation reflected a profit of R 279 388 compared to a loss of R 9 084 125
recorded in the previous period.                                                
The improved performance is attributable to a combination of factors including: 
Materialy improved gross profits as a result of increased revenue in the high   
margin biotechnology operations;                                                
A material decrease in non-revenue generating overheads;                        
A material increase in revenue generation in all subsidiaries excluding         
Vinguard;                                                                       
An increase in other income primarily being the reversal of a R1.8 million      
foreign creditor and the write off of the balance of the R195 000 loan from     
Golden Oak Corporate Advisors (Pty) Ltd; and                                    
The write back of intangible assets impaired in the previous period.            
Taxation income through the raising of a deferred taxation asset on assessed    
losses as a result of the turnaround of the group subsidiary operations.        
Group operations experienced significant working capital constraints prior to   
the establishment of the Group restructure agreement, impacting on the trading  
performance of the subsidiaries.                                                
Vinguard`s turnover for the 15 months reduced to R 368 590, a 90% reduction     
compared to the previous reporting period. The majority of Vinguard`s sales are 
generated from mid-November during the South African table grape harvesting     
season. Unfortunately the Escalator funding, released to the business at end    
September 2010, was too late and was also limited, resulting in Vinguard being  
unable to secure raw materials in terms of the required production timeframes.  
As a result the business was unable to produce SO2 sheets for distribution      
during the 2010/2011 South African table grape season as well as for the        
traditional international markets.                                              
The incoming directors, appointed in terms of the group restructure, reduced    
overheads in order to limit losses. The overheads did however include all once  
off restructuring expenses which were incurred of just under R280 000.00.       
In comparison, Lazaron`s revenue increased by 64% to R 3.2 million as a result  
of Group restructure processes. The increased sales performance was achieved    
from February 2011 onwards.  The cost of development of the sales channels      
increased overheads during the period.                                          
The Cryo-Save SA operations contributed 41% of the JDH Group`s total revenue for
the 15 month period despite its active trading being limited to the last three  
months of the 15 month period. During this period Cryo-Save SA trading was      
limited to purely export storage services. The local storage option became      
available after September 2011.  . The revenue generation was therefore somewhat
depressed for the three months to 30 September 2011 but none the less record    
breaking sales were still achieved. The associated start-up costs resulted in a 
loss for the period of R 369 000.                                               
JDH CS was finally incorporated into the group on 1 September 2011. The company 
reflected a small loss for this initial period of R 80 216 and has an accrued   
debtors book of just under R 4.6 million at the end of the fifteen month period.
The primary cost in the business is interest from loan capital to fund the      
growth in the interest bearing loan book. Through the JDH Rights Offer in       
October 2011 the Group repaid the interest bearing loan that funded the initial 
growth in the loan book. The resultant reduced cost of capital in JDH CS will   
ensure it contributes to trading profit from mid-October 2011.                  
The Group statement of Financial Position reflects a positive net asset value   
despite the history of operating losses. The Group`s on-going restructure is    
being funded by Escalator through the finance restructure facility. The board   
obtained a letter of continued financial support from Escalator undertaking the 
continued funding of the restructuring process until Group operations become    
self-sustaining.                                                                
The sustainability of the group is being addressed in the short term through    
improvement in the trading results.                                             
On 10 June 2011, the directors announced two partially underwritten rights      
offers, in JDH for R15 million and in Lazaron for R 4.4 million, in order to    
recapitalise the Group and return the Statement of Financial Position to        
solvency. The JDH rights offer of R15 million was concluded during October 2011 
and was fully subscribed.  The Lazaron rights offer and subsequent general offer
by JDH are anticipated to be completed by April 2012.                           
The directors are confident that the combination of the corporate restructuring,
aggressive management of the existing subsidiaries and further strategic        
acquisitions will ensure the future sustainability of the group.                
EVENTS AFTER THE REPORTING PERIOD                                               
Corporate actions                                                               
The board reviewed various options aimed at strengthening the Group`s Statement 
of Financial Position. This process comprised continuing discussions with       
Escalator to renegotiate the terms of the Escalator loan including the          
possibility of Escalator underwriting a JDH Rights Offer. On 10 June 2011 the   
board announced the following partially underwritten rights offers:             
a R15 million JDH Rights Offer at 7 cents per share underwritten to the value of
R10 million by Escalator; and                                                   
a R4.4 million Lazaron Rights Offer underwritten to a minimum value of R1.5     
million by JDH.                                                                 
The main objectives of the corporate actions is to recapitalise the Group and   
return the Statement of Financial Position to solvency whilst providing much    
needed working capital.                                                         
The JDH Rights Offer was completed on 14 October 2011 and was successfully      
subscribed for in its entirety resulting in 214 285 714 rights offer shares     
being issued to existing shareholders, shareholders that applied for excess     
shares and the underwriter, Escalator. By virtue of its underwriting, Escalator 
became the controlling shareholder of JDH holding 52.21%. JDH minority          
shareholders approved a waiver of mandatory offer from Escalator in general     
meeting on 17 October 2011.                                                     
Included in the Lazaron Rights Offer circular is a Section 112 resolution, which
was approved by Lazaron shareholders on 7 December 2011, to dispose of the      
Lazaron sales infrastructure and Lazaron laboratory equipment to JDH, who in    
turn will on sell these assets to Cryo-Save SA. This transaction removes all    
significant overheads from Lazaron whilst it retains annuity income from its    
existing client base and a commission revenue on future sales.                  
In addition, a General Offer to Lazaron non-controlling shareholders to swap    
their Lazaron shares for JDH shares (1 JDH share for every 5 Lazaron shares held
post the Lazaron rights offer) is included in the corporate action. The swap    
provides Lazaron shareholders with incremental value and enhanced tradability.  
ACQUISITIONS AND DISPOSALS                                                      
As noted in the operational overview above, the Group announced two acquisitions
during the last quarter of the 15 month financial period under review:          
100% stake in JDH CS on 1 September 2011; and                                   
50% stake in Cryo-Save SA effective 1 July 2011.                                
There were no disposals during the 15 month period under review.                
GROUP RESTRUCTURE AND RECAPITALISATION                                          
In September 2010 the Company entered into a finance restructure agreement with 
Escalator in terms of which the Company secured a convertible loan facility     
("Escalator loan"). The conditions of the finance restructure agreement included
the appointment of, inter alia, new executive directors, independent of         
Escalator, on 22 September 2010. All previous board members resigned during the 
period September 2010 to November 2010. Three new independent non-executive     
directors, detailed below, were subsequently appointed to the board to complete 
the composition of the board ("new board").                                     
The new board continues to review and evaluate Group operations and Group       
structures in order to direct the Group restructure with the objective of       
returning Group operations to profitability, both organically and acquisitively,
thereby creating enhanced shareholder value.                                    
In terms of the Group restructure the board of directors was re-constituted and 
at the date of this announcement comprised:                                     
Name               Designation                           Date Appointed         
TP Gregory         Chief Executive Officer               22 September 2010      
DP van der Merwe   Financial Director                    22 September 2010      
B Topham           Independent Non-Executive Director    24 November 2010       
KA Rayner          Independent Non-Executive Director    20 January 2011        
RJ Connellan       Independent Non-Executive Director    04 February 2011       
and Chairman                                                  
The appropriate statutory documentation was submitted to both the JSE and CIPC  
to formally update the company records regarding the directors` changes. At the 
date of this announcement, only the appointments of TP Gregory and DP van der   
Merwe have been effected on the CIPC system. The board will continue to follow  
up with CIPC until the records are appropriately updated.                       
The final re-constitution of the board will be completed in 2012 with the       
appointment of an additional independent non-executive director.                
The board announced the appointment of a new company secretary, TM Jonker, on 4 
October 2011.                                                                   
PROSPECTS                                                                       
The turnaround of current subsidiaries through product and market extension,    
aggressive trading and cost reduction continues.                                
This includes the evaluation of product range extension in subsidiaries,        
development of new markets for subsidiaries and rationalization of              
administration and support structures. Ongoing shareholders support is required 
to continue to develop the current Group companies and assist in seeking new    
opportunities.                                                                  
The new board of directors is actively investigating acquisition opportunities  
that will improve earnings and cash generation for the group. It is the         
intention of the board to develop a robust and complementary group of companies 
which provide sustainable returns.                                              
YEAR END CHANGE                                                                 
JDH and its subsidiaries financial year ends have been changed to 30 September. 
The Group will in future report its year end results as at 30 September and     
interim results for the 6 months ending 31 March. The Group`s annual report for 
30 September 2011 is available on the Company`s website and a hard copy is      
available from the company on request. A copy will also be posted to            
shareholders before 31 December 2011.                                           
BASIS OF PREPARATION AND ACCOUNTING POLICIES                                    
The abridged financial statements have been prepared in accordance with IAS 34 -
Interim Financial Reporting in accordance with the accounting policies that     
comply with International Financial Reporting Standards and in the manner       
required by the Companies Act (71 of 2008) and the JSE Listing Requirements. The
principle accounting policies adopted in preparation of these financial         
statements are consistent with those of the prior period.                       
AUDIT REPORT                                                                    
These results have been audited by AM Smith and Company Inc, whose unqualified  
audit report, modified with an emphasis of matter, is available for inspection  
at the registered office of the Company.                                        
The emphasis of matter states that "without qualifying our opinion, we draw     
attention to the directors report that indicates that the company had           
accumulated losses of R 41 518 598 after non-controlling shareholder`s interest 
for the 15 months ended 30 September 2011. The Directors` Report also indicates 
that these conditions along with other matters indicate the existence of a      
material uncertainty which may cast significant doubt on the company`s ability  
to continue as a going concern."                                                
RE-APPOINTMENT OF AUDITORS                                                      
The shareholders resolved to re-appoint AM Smith and Company Inc as auditors on 
28 January 2010 at the annual general meeting and will so propose in the annual 
general meeting to be held on Friday, 2 March 2012 at 10:00, at 1st Floor       
Bushwillow House, Green Hill Village Office Park, Cnr Botterklapper and Nentabos
Street, The Willows, Pretoria East,                                             
INCREASE IN AUTHORISED SHARE CAPITAL AND ISSUE OF SHARES                        
At 30 June 2010 the issued share capital of the company was 150 500 000 ordinary
shares and the authorised share capital was 150 000 000. At the Annual General  
Meeting held on 28 January 2011, a special resolution to increase the authorised
share capital to 1 000 000 000 shares was passed by the requisite majority of   
shareholders. The special resolution was submitted and lodged with CIPC.        
The previous board had issued 500 000 shares in excess of the authorised share  
capital and also committed to the issue of 5 290 023 shares as settlement of a  
current liability. Both these share issues were approved by shareholders during 
previous financial periods.                                                     
The 500 000 and 5 290 023 shares were listed and issued in August 2011 to honour
the Company`s commitments.                                                      
In addition to the share issues to settle commitments made by the previous board
1 862 340 shares were issued for cash for R147 300 in total at a 10% discount to
the then prevailing 30-day VWAP price in terms of the directors general         
authority. The proceeds were utilised to settle arrear creditors.               
Subsequent to year end, the JSE approved the listing of 214 285 714 in relation 
to the JDH Rights Offer.                                                        
DIVIDENDS                                                                       
No dividends have been declared and no dividend is proposed.                    
CONTINGENT LIABILITIES                                                          
An unresolved dispute with an off-shore supplier exists in one of the           
subsidiaries. The dispute arose in 2006 based on transactions between a JDH     
subsidiary and the supplier. The supplier`s claim of USD 464 126 has not been   
incorporated in the financial results as it is unlikely that a future outflow of
funds will occur.                                                               
Counter litigation has been suspended against a former employee of a JDH        
subsidiary. The former employee obtained a ruling from the CCMA requiring the   
JDH subsidiary to pay a cash settlement of R100 000. In addition a previous     
agreement required the issue of a number of shares in the subsidiary to the     
employee. The former employee has abandoned his claim in light of the counter   
claim by the JDH subsidiary for the PAYE due by the former employee resulting   
from the required share issue. Management consider the likelihood of the former 
employee being able to successfully claim the cash settlement portion of R100   
000 without settling the counter claim, as unlikely.                            
GOING CONCERN                                                                   
The directors are of the opinion that the group will continue as a going concern
for the foreseeable future due to the continued support of certain parties to   
the group and in particular by the holding company to its subsidiaries.         
The corporate actions referred to under "Events after the reporting period",    
will further enhance the Group`s solvency position at 30 September 2011 and     
increase cash resources to support the continued turnaround of the Group        
operations.                                                                     
NOTICE OF ANNUAL GENERAL MEETING AND DELIVERY OF THE ANNUAL REPORT              
JDH will effect delivery of its Integrated Annual Report by post to all         
"certificated" and electing "dematerialized" shareholders, respectively, before 
31 December 2011.                                                               
Attached to the Annual Report is the notice of Annual General Meeting which is  
to be held on Friday, 2 March 2012 at 10:00, at 1st Floor Bushwillow House,     
Green Hill Village Office Park, Cnr Botterklapper and Nentabos Street, The      
Willows, Pretoria East.                                                         
For and on behalf of the Board                                                  
TP Gregory               DP Van der Merwe (Preparer)                            
Pretoria                                                                        
30 December 2011                                                                
Directors: RJ Connellan* (Chairman), TP Gregory (Chief Executive Officer), DP   
van der Merwe (Financial Director), KA Rayner*, B Topham*. (* Independent Non-  
Executives)                                                                     
Company Secretary: TM Jonker                                                    
Registered Office: 1st Floor Bushwillow House, Green Hill Village Office Park,  
On Lynwood Road, Cnr Botterklapper and Nentabos Street, The Willows, Pretoria   
East, 0043                                                                      
PO Box 39660, Garsfontein East 0060                                             
Transfer Secretaries: Computershare Investor Services (Pty) Limited, 70 Marshall
Street, Marshalltown 2001, PO Box 61051, Marshalltown 2107                      
Auditors: AM Smith and Company Inc                                              
Sponsor: Arcay Moela Sponsors (Pty) Limited                                     
Date: 30/12/2011 12:18:01 Produced by the JSE SENS Department.                  
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