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SEP
SEP
SEP - Sephaku Holdings - Condensed Consolidated Interim Financial Results for
the six months ended 31 December 2011
SEPHAKU HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/003306/06)
Share code: SEP ISIN: ZAE000138459
("Sephaku Holdings" or "the Company" or "the Group")
CONDENSED CONSOLIDATED INTERIM FINANCIAL RESULTS
for the six months ended 31 December 2011
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 31 December 30 June
2011 2010 2011
Unaudited Unaudited Audited
R`000 R`000 R`000
Assets
Non-current assets 655 609 695 084 691 771
Current assets 26 046 76 796 38 773
Assets of disposal group held 158 197 20 000 21 164
for distribution to owners and
non-current assets held for
sale
Total assets 839 852 791 880 751 708
Equity and liabilities
Equity attributable to equity 764 992 774 134 746 784
holders of parent
Non-current liabilities - - -
Current liabilities 516 17 746 4 924
Liabilities of disposal group 74 344 - -
held for distribution to owners
Total equity and liabilities 839 852 791 880 751 708
Net asset value per share 445,30 446,65 441,13
(cents)
Tangible net asset value per 445,30 434,03 406,16
share (cents)
Ordinary shares in issue 171 790 732 165 892 298 169 290 732
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Twelve months
Six months ended ended
31 December 31 December 30 June
2011 2010 2011
Unaudited Unaudited Audited
R`000 R`000 R`000
Operating loss (6 876) (14 372) (37 277)
Profit on dilution/disposal of - 409 998 409 998
interest in companies
Investment revenue 64 562 1 163
Profit/(loss) from equity 8 347 (2 992) (8 859)
accounted investments
Finance costs - (605) (926)
Profit before taxation 1 535 392 591 364 099
Taxation - (1 558) (1 558)
Profit from continuing 1 535 391 033 362 541
operations
Loss for the period from (7 135) (18 842) (18 842)
discontinued operations
(Loss)/profit for the period (5 600) 372 191 343 699
Other comprehensive 12 683 - (46 921)
income/(loss) for the period
Total comprehensive income for 7 083 372 191 296 778
the period
(Loss)/profit attributable to:
Equity holders of the parent (5 600) 372 191 343 699
Non-controlling interest - - -
Total comprehensive
income/(loss)attributable to:
Equity holders of the parent 7 083 372 191 303 550
Non-controlling interest - - (6 772)
Ordinary shares:
- weighted average number of 170 377 689 156 280 785 161 305 112
shares
- diluted weighted average 185 751 159 162 220 785 176 788 582
number of shares
Attributable profit/(loss) per
share:
- basic earnings from 0,90 250,21 224,75
continuing operations (cents)
- basic (loss)/earnings from (3,29) 238,16 213,07
total operations (cents)
- diluted earnings from 0,83 241,05 205,07
continuing operations (cents)
- diluted (loss)/earnings from (3,01) 229,43 194,41
total operations (cents)
- headline loss (cents) (3,29) (24,18) (39,63)
- diluted headline loss (3,01) (23,30) (36,16)
(cents)
Reconciliation of basic loss
to diluted loss and headline
loss:
Basic (loss)/earnings and (5 600) 372 191 343 699
diluted (loss)/earnings from
total operations attributable
to equity holders of the
parent
Profit on sale of non-current - (409 998) (409 997)
assets
Impairments - 18 2 366
Headline loss attributable to (5 600) (37 789) (63 932)
equity holders of the parent
Reconciliation of weighted
average number of shares:
Basic weighted average number 170 377 689 156 280 785 161 305 112
of shares
Diluted effect of share 15 373 470 5 940 000 15 483 470
options
Diluted weighted average 185 751 159 162 220 785 176 788 582
number of shares
CONDENSED CONSOLIDATED STATEMENTOF CASH FLOWS
Twelve months
Six months ended ended
31 December 31 December 30 June
2011 2010 2011
Unaudited Unaudited Audited
R`000 R`000 R`000
Cash flows from operating (13 570) (10 017) (51 780)
activities
Cash flows from investing (18 091) (4 914) (3 927)
activities
Cash flows from financing 73 582 33 707 46 644
activities
Total cash movement for the 41 921 18 776 (9 063)
period
Cash at beginning of the 5 835 14 898 14 898
period
Cash at end of the period 47 756 33 674 5 835
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Total
share Total Retained
capital reserves earnings
R`000 R`000 R`000
Balance at 1 July 2010 - Audited 225 215 31 991 149 209
Total comprehensive income for - - 372 191
the period
Issue of shares 35 829 - -
Dilution of control in Sephaku - (27 466) -
Cement (Pty) Limited
Employees share option scheme 629 101 -
Dividend paid - - (13 565)
Balance at 1 January 2011 - 261 673 4 626 507 835
Unaudited
Total comprehensive loss for the - (40 149) (28 492)
period
Issue of shares 11 225 - -
Dilution of control in Sephaku 319 859 27 466 (319 859)
Cement (Pty) Limited
Employees share option scheme (629) 1 447 1 782
Balance at 30 June 2011 - Audited 592 128 (6 610) 161 266
Total comprehensive income/(loss) - 12 683 (5 600)
for the period
Issue of shares 9 000 - -
Employees share option scheme - 2 091 34
Balance at 31 December 2011 - 601 128 8 164 155 700
Unaudited
Attributable
to equity Non-
holders of controlling Total
the Group interests equity
R`000 R`000 R`000
Balance at 1 July 2010 - Audited 406 415 71 674 478 089
Total comprehensive income for 372 191 - 372 191
the period
Issue of shares 35 829 - 35 829
Dilution of control in Sephaku (27 466) (71 674) (99 140)
Cement (Pty) Limited
Employees share option scheme 730 - 730
Dividend paid (13 565) - (13 565)
Balance at 1 January 2011 - 774 134 - 774 134
Unaudited
Total comprehensive loss for the (68 641) (6 772) (75 413)
period
Issue of shares 11 225 - 11 225
Dilution of control in Sephaku 27 466 6 772 34 238
Cement (Pty) Limited
Employees share option scheme 2 600 - 2 600
Balance at 30 June 2011 - Audited 746 784 - 746 784
Total comprehensive income/(loss) 7 083 - 7 083
for the period
Issue of shares 9 000 - 9 000
Employees share option scheme 2 125 - 2 125
Balance at 31 December 2011 - 764 992 - 764 992
Unaudited
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL RESULTS
Segment information
As the only reportable segment is Sephaku Fluoride, no segment reporting has
been presented.
Basis of preparation
The condensed consolidated interim financial statements for the six months
ended 31 December 2011 ("interim reporting period") have been prepared in
accordance with IAS 34: Interim Financial Reporting, as well as the AC 500
statements and interpretations, on a historical cost basis and conform to
International Financial Reporting Standards ("IFRS").
The accounting policies adopted for the interim reporting period are consistent
with those applied in the annual financial statements for the Group for the
year ended 30 June 2011.
The interim announcement has been prepared in accordance with the disclosure
requirements of the JSE Limited Listings Requirements and the Companies Act of
South Africa.
The preparation of the financial statements have been supervised by NR Crafford-
Lazarus, CA(SA).
The financial information on which these interim reporting period results are
based, has not been reviewed or reported on by Sephaku Holdings` auditors.
Statement on going concern
The financial statements for the interim reporting period have been prepared on
the going-concern basis as the directors have every reason to believe that the
Company has adequate resources in place to continue in operation for the
foreseeable future.
Significant events and transactions
Restructuring:
The Group has restructured after the interim reporting period in order to
represent a more defined and focused investment opportunity to the market.
Sephaku Holdings has distributed all of the shares that it holds in Sephaku
Fluoride to its shareholders as a dividend in specie on 26 March 2012.
The Sephaku Fluoride distribution has resulted in the creation of two separate
entities: Sephaku Fluoride, which will focus on fluorspar assets, and Sephaku
Holdings, which will focus on the acquisition, exploration and development of
various mineral interests, with a particular current focus on the development
of limestone-related assets. Subsequent to the restructuring, Sephaku Holdings
will retain its 36% interest in Sephaku Cement which is recognised as an equity
accounted investment in an associate.
The impact of the restructuring on the interim period results is the
recognition of the Sephaku Fluoride Group`s assets and liabilities as held for
distribution to owners. The total loss for the Fluoride Group for the interim
reporting period is included in the Statement of Comprehensive Income as a R7
million loss from discontinued operations.
Events subsequent to 31 December 2011:
Prior to the implementation of the Sephaku Fluoride distribution, and in terms
of the Sephaku Fluoride subscription agreement, Sephaku Holdings has subscribed
for an additional 177 064 202 Sephaku Fluoride shares, of which 5 373 470
Sephaku Fluoride shares were transferred to a trust to be held for the benefit
of the holders of certain vested options over Sephaku Holdings shares, which
options were issued in terms of a share scheme prior to the listing.
Shareholder approval was obtained on 7 March 2012 for the distribution of all
the remaining Sephaku Fluoride shares held by Sephaku Holdings to Sephaku
Holdings shareholders by way of a dividend in specie, as a pro rata payment to
shareholders, in the ratio of 1 Sephaku Fluoride share, valued at R0,59 per
share, for every 1 Sephaku Holdings share held on the Sephaku Fluoride
distribution record date.
Changes to the board
Subsequent to the interim reporting period and the unbundling of Sephaku
Fluoride, the Company will replace Dr Lelau Mohuba as Chairman with an
Independent Non-Executive Chairman, appoint Dr Lelau Mohuba as Chief Executive
Officer and appoint Mr Neil Crafford-Lazarus as the Financial Director of the
Company.
On behalf of the board
Neil Crafford-Lazarus Lelau Mohuba
CEO Chairman
Pretoria
28 March 2012
Company information:
Directors
L Mohuba (Chairman)
NR Crafford-Lazarus* (Chief Executive Officer)
RR Matjiu*
CR de Bruin
MG Mahlare
GS Mahlati
MM Ngoasheng
PF Fourie
J Bennette#
D Twist#
JW Wessels#
*Executive
#Alternate
Company secretary
Cross Company Management (Pty) Limited
Registered office
1st Floor, Hennops House
Riverside Office Park
1303 Heuwel Avenue
Centurion, 0157
Transfer secretaries
Computershare Investor Services (Proprietary) Limited
70 Marshall Street
Johannesburg, 2001
Sponsor
QuestCo (Pty) Ltd
www.sephakuholdings.co.za
Date: 28/03/2012 13:19:01 Produced by the JSE SENS Department.
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