| Mon 2 Apr 2001, 0:00 | | Valuecom - Interim Report And Company Announcement |
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ValueCom Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/006815/06)
("ValueCom" or "the company")
INTERIM REPORT AND COMPANY ANNOUNCEMENT RELATING TO THE CAPITAL DISTRIBUTION,
LIQUIDATION DIVIDEND AND WINDING-UP
Interim financial statements of Valuecom for the six months ended 31 December
2000
Summarised group income statement
Six Six Twelve
months months months
ended ended ended
31 Dec 31 Dec 30 June
2000 1999 2000
Reviewed Unaudited Audited
R'000 R'000 R'000
Turnover - discontinued operations 557 5 127 6 165
Net loss before interest from
discontinued operations (2 559) (4 545) (11 750)
Net interest received 1 706 1 301 3 015
Net loss before taxation (853) (3 244) (8 555)
Taxation (22) - (48)
Exceptional items (3 207) - (7 183)
Capital loss on write-down of
loan to share incentive trust (207) - (1 320)
Cost of restructure - - (2 369)
Pre-operating and development
expenses written off - - (3 494)
Write-down of loan receivable (200) - -
Write-down of fixed assets (2 800) - -
Nett loss attributable
to shareholders (4 082) (3 244) (15 786)
Total number of shares in issue ('000) 190 000 190 000 190 000
Weighted average number of shares
in issue ('000) 190 000 190 000 190 000
Loss per share (cents) (2,15) (1,70) (8,30)
Exceptional items per share (cents) 1,69 - 3,78
Headline loss per share (cents) (0,46) (1,70) (4,52)
Depreciation 495 1 138 1 919
Summarised group balance sheet
Six Six Twelve
months months months
ended ended ended
31 Dec 31 Dec 30 June
2000 1999 2000
Reviewed Unaudited Audited
R'000 R'000 R'000
Assets
Fixed assets 175 6 498 3 446
Other non-current assets - 6 172 1 796
Cash 2 399 34 636 4 098
Current assets 29 286 2 286 26 553
Total assets 31 860 49 592 35 893
Equity and liabilities
Shareholders' funds 31 095 46 336 35 177
Current liabilities
- non-interest bearing 765 3 256 716
Total equity and liabilities 31 860 49 592 35 893
Net asset value per share (cents) 16,37 24 38 18,51
Capital expenditure for the period - 5 946 3 719
Summarised group cash flow
Six Six Twelve
months months months
ended ended ended
31 Dec 31 Dec 30 June
2000 1999 2000
Reviewed Unaudited Audited
R'000 R'000 R'000
Cash flow from operating activities (3 495) (963) 2 528
Cash flow from investing activities - (5 948) (12 600)
Cash flow from financing activities 1 796 40 781 14 180
Net increase/(decrease) in cash and
cash equivalents (1 699) 33 870 4 108
Cash equivalents at beginning of period 4 098 766 (10)
Cash and cash equivalents at
end of period 2 399 34 636 4 098
Statement of changes in equity
Six Six Twelve
months months months
ended ended ended
31 Dec 31 Dec 30 June
2000 1999 2000
Reviewed Unaudited Audited
R'000 R'000 R'000
Opening balance 35 177 49 367* 49 367*
Net loss for the period (4 082) (3 031) (14 190)
Closing balance 31 095 46 336 35 177
*This reflects the company figures. The last subsidiary was sold on 30 June
2000.
Review of independent auditors
This interim report has been the subject of review by our auditors Fisher
Hoffman PKF (Jhb) Inc which has been performed in accordance with Guidance for
Auditors on Review of Interim Financial Information, a guideline issued by the
South African Institute of Chartered Accountants.
The purpose was to enable Fisher Hoffman PKF (Jhb) Inc to report that nothing
came to their attention that caused them to believe that the financial
information needs modification, so as to fairly present, in accordance with
generally accepted accounting practice, the financial position of the company
at 31 December 2000, and the results of its operations and cash flow
information for the period then ended.
It should be recognised that the auditors review does not constitute an audit
where a high level of assurance is expressed on the fair presentation of the
interim financial information. Accordingly, Fisher Hoffman PKF (Jhb) Inc have
expressed only a moderate level of assurance on the fair presentation of the
interim financial information.
A copy of Fisher Hoffman PKF (Jhb) Inc's review report is available for
inspection at the registered office of the company.
COMPANY ANNOUNCEMENT
1. Introduction and rationale
On 2 February 2001 it was announced that, subject to shareholder and JSE
Securities Exchange South Africa ("JSE") approvals, the directors proposed to
make a cash distribution of R22 million by way of a reduction of the company's
share premium account, and were considering various options including, inter
alia, utilising the residual cash to continue initiatives within the converging
telecommunication and internet arena or returning the residual cash to
shareholders in a voluntary winding-up and delisting.
The directors of ValueCom have, after due consideration resolved that the
company, subject to the approval of shareholders in general meeting, makes a
capital distribution of R22 833 000 (12 cents per ValueCom share) by way of a
reduction of the share premium account ("the capital distribution") and pay a
liquidation dividend in anticipation of a members' voluntary winding-up
estimated at this point in time at R6 200 000 (3,3 cents per ValueCom share)
("the liquidation dividend") which in total amount to R29 033 000 (15,3 cents
per ValueCom share). Subsequent to payment of the capital distribution and the
liquidation dividend, the company will apply for the delisting and voluntary
winding-up ("the winding-up" and, together with the capital distribution and
the liquidation dividend, "the proposals").
2. The capital distribution, liquidation dividend and winding-up
2.1 The capital distribution
The capital distribution to shareholders registered as such at the close of
business on Friday, 4 May 2001 of R22 833 000 (12 cents per ValueCom share) by
way of a reduction of share premium. Subject to shareholders approval it is
anticipated that the capital distribution will be payable to shareholders on
Monday, 7 May 2001.
ValueCom's balance sheet at 31 December 2000 reflects that there is sufficient
share premium against which to write off the capital distribution to
shareholders of R22 833 000.
R'000
Current share premium 22 833
Less: Cash distribution to shareholders 22 833
-
The reduction of share premium will have no effect on the issued share capital
of ValueCom or the number of ValueCom shares currently in issue.
2.2 The liquidation dividend
The final liquidation dividend cannot be established at this time, as it will
depend on the realisation of all claims and settlement of all outstanding
obligations, the liquidation dividend will vary depending on the outcome of the
matters mentioned above.
Based on the current cash balances, and prior to the realisation of claims and
the settlement of outstanding obligations, the liquidation dividend in
anticipation of the members' voluntary winding-up equates to approximately R6
200 000 (3,3 cents per ValueCom share). Subject to shareholders' approval, it
is anticipated that the liquidation dividend in anticipation of a members'
voluntary winding-up will be payable by 29 June 2001 to shareholders registered
as such at the close of business on Friday, 4 May 2001.
3. Conditions precedent
The capital distribution and the liquidation dividend are subject to the
following conditions:
* the passing of the resolutions required to effect the proposals at the
ValueCom general meeting;
* the registration by the Registrar of Companies of the special resolutions
passed at the ValueCom general meeting; and
* JSE approval.
4. General meeting
The general meeting will be held at the head office of the company, 2nd Floor
Nedbank House, Fredman Drive, Sandton at 10:00 on Wednesday, 2 May 2001, for
the purpose of considering and, if deemed fit, passing, with or without
modification, the special and ordinary resolutions required to effect the
distribution and to voluntarily wind up the company.
The directors have considered the terms and conditions of the proposals and are
of the opinion that they are fair and reasonable to the company and its
shareholders. Accordingly, the directors recommend that shareholders vote in
favour of the resolutions as set out in the notice of general meeting. The
directors, in respect of their own holding of shares, intend to vote in favour
of the resolutions to be proposed at the notice of general meeting.
5. Financial effects
The approximate net asset value per ValueCom ordinary share, based on current
cash balances and prior to the realisation of claims and the settlement of
outstanding obligations, before and after the payment of the capital
distribution and the estimated liquidation dividend, is as follows:
Before the After the
distribution distribution
Approximate net asset value per
ValueCom share (cents) 15,3 -
6. Important times and dates
2001
Last day for lodging forms of proxy for the
general meeting by 10:00 on Thursday, 26 April
General meeting of shareholders at 10:00 on Wednesday, 2 May
Suspension of ValueCom ordinary shares
from JSE at close of business on Wednesday, 2 May
Results of the general meeting published on Thursday, 3 May
Last day to register as a ValueCom
shareholder in order to receive the distribution
at close of business at 16:00 on Friday, 4 May
The capital distribution is expected
to be paid on Monday, 7 May
The liquidation dividend is expected
to be paid on or before Friday, 29 June
Winding-up date being the day on
which the special resolutions passed at
the general meeting are registered by the
Register of Companies, which date is expected
to be on or before Friday, 29 June
Delisting of ValueCom ordinary shares from
the JSE expected to take place on or before Friday, 29 June
7. Documentation
A circular to ValueCom shareholders including a notice of general meeting and
containing details relating to the proposed delisting and members' voluntary
winding-up of ValueCom is in the course of preparation and, subject to the
approval of the JSE, will be issued on Friday, 6 April 2001.
Johannesburg
30 March 2001
Sponsor
Investec Securities Limited
Member of the JSE Securities Exchange South Africa
Registration No. 1972/008905/06
Auditors
Fisher Hoffman PKF
Attorneys
Fluxman Rabinowitz - Raphaely Weiner Attorneys
