| Thu 14 Jun 2012, 17:15 | | CPN - Capricorn Investment Holdings Limited - Reviewed results for the year |
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CPN
CPN
CPN - Capricorn Investment Holdings Limited - Reviewed results for the year
ended 29 February 2012
CAPRICORN INVESTMENT HOLDINGS LIMITED
(RENAMED MINE RESTORATION INVESTMENTS LIMITED PER CIPC ON 1 JUNE 2012)
(Registration Number 1987/004821/06)
("Capricorn" or "the Company")
Share code: CPN (to be MRI) ISIN:ZAE000149951
REVIEWED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2012
REVIEWED CONDENSED STATEMENT OF FINANCIAL POSITION
Reviewed Audited
29 February 2012 28 February 2011
ASSETS R`000 R`000
Non-current assets - 15
Deferred tax - 15
Current assets 4 229 5 751
Total assets 4 229 5 766
EQUITY AND LIABILITIES
Capital and reserves 3 694 5 638
Interest free liabilities 535 128
Total equity and liabilities 4 229 5 766
Number of shares in issue (000`s) 59 886 59 886
Net asset value per share information
Net asset value per share (cents) 6.17 9.41
Net tangible asset value per share 6.17 9.41
(cents)
REVIEWED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
Reviewed Audited
Year ended 29 Year ended
February 2012 28 February 2011
R`000 R`000
Operating costs (2 198) (1 096)
Operating loss (2 198) (1 096)
Finance income 227 45
Profit/(loss)on disposal of investments 27 (1 081)
Dividends received - 6 730
(Loss)/profit before tax (1 944) 4 597
Taxation - (31)
(Loss)/profit after tax (1 944) 4 566
(Loss)/profit attributable to (1 944) 4 566
shareholders
Headline (loss)/earnings (1 971) 5 648
Earnings per share information
Weighted average number of shares in 59 886 85 611
issue (000`s)
Attributable (loss)/earnings per share (3.25) 5.33
(cents)
Headline (loss)/earnings per share (3.29) 6.60
(cents)
EARNINGS PER SHARE
Reviewed Audited
Year ended 29 Year ended
February 2012 28 February
2011
R`000 R`000
Basic (loss)/earnings per share
(Loss)/profit attributable to (1 944) 4 566
equity shareholders (R`000)
Weighted average number of 59 886 85 611
shares in issue (`000)
Basic (loss)/earnings per share (3.25) 5.33
(cents)
There are no potential dilutive
shares, therefore diluted
earnings per share equates to
basic earnings per share.
Headline (loss)/earnings per
share
The earnings used in the
calculation of headline earnings
per share are as follow:
(Loss)/profit after taxation (1 944) 4 566
(R`000)
Headline (loss)/earnings
adjustment (R`000)
(Loss)/profit on disposal of (27) 1 081
investments
Total headline (loss)/earnings (1 971) 5 647
(R`000)
Weighted average number of 59 886 85 611
shares in issue (`000)
Headline (loss)/earnings per (3.29) 6.6
share (cents)
REVIEWED CONDENSED STATEMENT OF CASH FLOWS
Reviewed Audited
Year ended 29 Year ended
February 2012 28 February 2011
Cash flows from operating activities (1 522) 4 321
Net (decrease)/increase in cash and cash (1 522) 4 321
equivalents
Cash at beginning of year 5 751 1 430
Cash at the end of year 4 229 5 751
REVIEWED CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share Other non- Retained Total
capital premium distribut-able income
reserves
R`000 R`000 R`000 R`000
Balance at 01 96 7 581 - (2 511) 5 166
March 2010
Net profit for - - - 4 566 4 566
the year
Repurchase of (34) (4 060) - - (4 094)
shares
Balance at 1 62 3 521 - 2 055 5 638
March 2011
Net loss for the - - - (1 944) (1 944)
year
Balance at 29 62 3 521 - 111 3 694
February 2012
COMMENTARY
RESULTS
The board presents its reviewed results for the Company for the year ended 29
February 2012 in accordance with IAS 34: Interim Financial Reporting. The
Company was previously an investment holding company and its subsidiary
companies were involved in the manufacture and servicing of electromagnets and
motor rewinding and the wholesaling of electrical and related equipment, which
were disposed during 2010. Accordingly the Company became a cash shell with
effect from 20 December 2010.
ACCOUNTING POLICIES
The reviewed condensed financial statements for the year ended 29 February
2012 have been prepared in accordance with the framework concepts and the
measurement and recognition of International Financial Reporting Standards
(IFRS), the Listing Requirements of the JSE Limited ("JSE"), International
Accounting Standard (IAS)34, Interim Financial Reporting and the South African
Companies Act. No 71 of 2008, as well as AC 500 Standards as issued by the
Accounting Practices Board or its successor.
As the company was a cash shell, assets and liabilities and results were not
organised within segments as this would not be meaningful.
The reviewed condensed financial statements for the year ended 29 February
2012 were compiled under the supervision of M van den Berg, the financial
director. The accounting policies have been consistent with those of the most
recent financial statements.
These financial results have been reviewed by the company`s independent
auditor, Horwath Leveton Boner, and their unqualified review opinion, is
available for inspection at the registered office of the Company.
BUSINESS OVERVIEW
Due to the Company becoming a cash shell, no revenue was generated for the
year ended 29 February 2012. The Company did however report non-operational
income in the form of R 226 771 in finance income and R 27 099 in profit on
disposal of investments.
The headline loss per share was (3.29) cents per share compared to a headline
earnings per share of 6.60 cents per share in the prior period.
Capricorn changed its name to Mine Restoration Investments (MRI) to reflect
the new business and focus of the company post the acquisition of Western
Utilities Corporation (WUC). The acquisition of WUC has brought two new
strategic focus areas to the company namely Acid Mine Drainage and Coal fines
Briquetting. Both these projects are focussed at reducing the environmental
impact of mining whilst at the same time produce a significant return on
investment for our shareholders. The coal briquetting project is envisaged to
be commissioned in January 2013 and should take three months to reach full
production. This project is expected to provide a significant return on
capital invested. Revenues generated from this project will be used to
capitalise the company and to reinvest and grow this section of our business.
With regards to the AMD project, government is currently drafting the scope of
work for a tender to be submitted by interested parties, of which WUC will be
one, to intercept, treat and distribute approximately 155 Mega Litres of AMD
on a daily basis. WUC has already completed a Bankable Feasibility Study
including engineering and environmental authorisation processes for the
project. This project remains a strategic focus of the company going forward
and we hope that the tender will be initiated soon.
ISSUE AND REPURCHASE OF SHARES
The Company did not issue shares or repurchase any of its own shares during
the year under review.
At the end of the year, the Company had an authorised share capital comprising
1 000 000 000 ordinary shares and an issued share capital of 59 886 020
ordinary shares.
NAME CHANGE
Subsequent to year-end and following the general meeting on 30 April 2012 to
approve the Acquisition and the reverse takeover, shareholders also approved
the change of name of Capricorn to Mine Restoration Investments Limited. The
special resolution adopting the name change has been registered with CIPC.
SUBSEQUENT EVENTS AND FUTURE PROSPECTS
As announced on 15 December 2011, a sale and purchase agreement was signed
between the Company, Water Utilities Ltd and Watermark Global PLC
("Watermark") regarding the acquisition of 100% of the shares in, and loan
account claims against, Western Utilities Corporation (Proprietary) Limited
("WUC"), a wholly-owned subsidiary of Watermark, for a purchase consideration
of GBP4.50 million. GBP1.81 million was payable in cash with the balance of
GBP2.69 million settled through a fresh issue of ordinary shares in the
Company at an issue price of 19 cents per ordinary share ("the Acquisition").
The cash portion of the Acquisition was settled out of the capital raised from
the specific issue of 210 526 316 ordinary shares at an issue price of 19
cents totalling R40 million ("the Specific Issue"). The remaining R16.5
million out of the R40 million raised, after the settlement of the cash
portion of the Acquisition, will be used to fund the development of the coal
briquetting project and working capital for the Group.
Both the Acquisition and Specific Issue transactions were detailed in a
circular dated 2 April 2012, which transactions were approved by Capricorn
shareholders at the general meeting held on 30 April 2012.
WUC, the wholly-owned subsidiary of Capricorn is a water treatment technology
and commercialisation entity which has developed a Long Term Self Sustainable
Solution for Acid Mine Drainage ("AMD") in South Africa.
The development of the AMD project will lead to a number of opportunities,
including the management of significant water treatment facilities, the
development of waste water management strategies, as well as the project
management of upgrade projects from mines participating in the AMD project and
other industrial water users. This awaits approval from the Department of
Water Affairs.
In addition, WUC has proprietary technology in respect of a coal briquetting
project which is currently at the development stage and expected to be in
production within 12 months.
The lifting of the suspension and the listing of Mine Restoration Investments
Limited (formerly Capricorn) on the AltX is set to take place on 11 June 2012
as detailed in the last salient dates announcement published on SENS.
DIRECTORS
During the period under review, Mr C Pettit was appointed to the board of
directors as a non-executive director. His appointment took effect from 19
July 2011.
Subsequent to year end, Mrs E Greenblatt and Messrs B McQueen and K Jarvis
resigned. Their resignations took effect on 5 April 2012 and 30 April 2012
respectively.
Mr S Tredoux`s role as financial director changed to that of an independent
non-executive director with effect from 30 April 2012. Similarly, Mr J
Herbst`s role changed from chief executive officer to non-executive director
with effect from 30 April 2012.
In addition and as a result of the reverse takeover mentioned under subsequent
events below, the following new appointments to the board were made with
effect from 30 April 2012:
Quinton George - Non-Executive Chairman
Jaco Schoeman - Chief Executive Officer
Michelle van den Berg - Financial Director
Anthon Meyer - Independent Non-Executive Director
Chris Roed - Independent Non-Executive Director
Sandile Swana - Independent Non-Executive Director
The new board now consists of the following directors:
Quinton George - Non-Executive Chairman
Jaco Schoeman - Chief Executive Officer
Michelle van den Berg - Financial Director
Anthon Meyer - Independent Non-Executive Director
Chris Roed - Independent Non-Executive Director
Sandile Swana - Non-Executive Director
J Herbst - Non-Executive Director
S Tredoux - Independent Non-Executive Director
C Pettit - Non-Executive Director
COMPANY SECRETARY
Arcay Client Support (Proprietary) Limited was appointed as the Company
Secretary to Capricorn after 29 November 2010.
DIVIDENDS
No dividends were recommended or declared for the period.
SPECIAL RESOLUTIONS
At the general meeting of shareholders held on 30 April 2012, the following
special resolutions were presented and approved:
1.) Conversion of the share capital to no par value shares;
2.) Approval of an issue of shares with more than 30% voting power;
3.) General authority to enter into funding agreements, provide loans or
other financial assistance;
4.) Approval of non-executive directors` remuneration;
5.) Change in name of the Company to Mine Restoration Investments Limited;
and
6.) Approval of a specific issue of 210 526 316 shares for cash.
POSTING OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
The annual report containing the details of the date and venue of the annual
general meeting will be posted to shareholders and announced on SENS in due
course.
14 June 2012
Johannesburg
Q George Prepared by: M van den Berg
Directors: Q George# (Chairman), J Schoeman (Chief Executive Officer), M van
den Berg (Financial Director), A Meyer*, C Roed*, S Swana*, J Herbst#, S
Tredoux*, C Pettit# (#Non-Executive, * Independent Non-Executives)
Company Secretary: Arcay Client Support (Pty) Limited
Registered Office: Number 3, Anerley Road, Parktown, Johannesburg
Transfer Secretaries: Computershare Investor Services (Pty) Limited, 70
Marshall Street, Marshalltown 2001, PO Box 61051, Marshalltown 2107
Auditor: Horwath Leveton Boner
Sponsor: Arcay Moela Sponsors (Pty) Limited
Date: 14/06/2012 17:15:01 Produced by the JSE SENS Department.
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