| Thu 30 Oct 2008, 15:53 | | DEC - Decillion - Announcement of reviewed results for the 17 months |
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DEC
DEC
DEC - Decillion - Announcement of reviewed results for the 17 months
ended 31 July 2008
Decillion Limited
(to be renamed Union Holdings Limited)
(Registration number 1998/011692/06)
(Incorporated in the Republic of South Africa)
("Decillion" or "the company" or "the group")
JSE code: DEC & ISIN: ZAE000108247
Announcement of reviewed results for the 17 months ended 31 July 2008
KEY FEATURES
Since the beginning of the 2008 year Decillion together with Numsa Investment
Company (Pty) Ltd ("NIC") have been actively involved in the negotiations with
third parties to become part of the reverse listing process.
These negotiations have taken longer than initially anticipated and together
with NIC`s legal dispute with the Public Investment Corporation, necessitate
the delay of the reverse listing.
The negotiations referred to in the SENS announcement of 12 September 2008
have been concluded and agreements are in the process of being finalised.
As part of the reverse listing NIC assets and newly acquired or to be
established business will be consolidated in a new diversified group.
100% of Doves Group (Pty) Ltd, a national funeral home with roots founded 100
years ago offering funeral services from 140 branches, plus 12 crematoriums and
50% of Union Life, an insurance company currently focusing on funeral insurance
and under the management and control of Metropolitan Holdings Limited, will
mainly make up the existing business.
The reverse listing will be completed during the first half of 2009 subject to
regulatory approval, and a new circular will be distributed to the Decillion
shareholders in due course containing full details of the investments that will
be acquired by Decillion.
The NIC will remain a strong strategic partner and provide access to its
member base.
Following unanimous approval at its general meeting on 9 November 2007,
Decillion has distributed R26,5 million (R16,07 per share after consolidation)
to its shareholders registered as shareholders on the record date (21 December
2007).
The distribution included an amount of R7,75 million advanced by NIC to
Decillion on the basis of irrevocable undertakings received from the Decillion
shareholders in terms of which Decillion will acquire certain NIC investments
in exchange for the issue of shares in Decillion.
The financial year-end has been changed to the end of July to coincide with
NIC`s financial year-end and these results therefore represent the results for
the 17 months to 31 July 2008.
Following approval at its general meeting on 9 November 2007 and the
appointment of new directors by NIC, NIC has now assumed control of Decillion.
BASIS OF PREPARATION
Accounting policies adopted for purposes of this reporting period comply with
International Financial Reporting Standards (IFRS) and IAS 34, as well as with
applicable legislation and the JSE Limited ("JSE") Listings Requirements and are
consistent with those adopted in the prior financial year.
REVIEWED RESULTS
The unqualified review opinion of Decillion`s auditors, PricewaterhouseCoopers
Inc, Chartered Accountants (SA), on the results is available for inspection at
Decillion`s registered office.
REVIEWED INCOME STATEMENT
17 MONTHS ENDED 31 JULY 2008
Reviewed Audited
17 months to 12 months to
31 Jul 08 28 Feb 07
Note R`000 R`000
Revenue - 37 994
Operating income : Proprietary
returns - 4 252
Operating expenses (3 689) (71 580)
Operating loss (3 689) (29 334)
Finance income 1 843 3 376
Finance expense - (97)
Net loss before disposals (1 846) (26 055)
Disposal of subsidiary undertakings - 25 105
Net loss after disposals (1 846) (950)
Deconsolidation of subsidiaries to
the Decillion Realisation Trust - (33 830)
Net loss before taxation (1 846) (34 780)
Taxation - 1 475
Net loss after taxation (1 846) (33 305)
Attributable to:
Equity holders of the company (1 846) (33 305)
Determination of headline loss
Loss attributable to equity holders
of the company (1 846) (33 305)
Loss on disposal of property, plant
and equipment - (114)
Deconsolidation of subsidiaries to
the Decillion Realisation Trust - 33 830
Disposal of subsidiary undertakings - (25 105)
Headline loss (1 846) (24 694)
Weighted number of shares in issue
(`000) 1 2 037 171 182
Basic (loss)/earnings per share (cents) (90.6) 0.3
Headline loss per share (cents) (90.6) (14.4)
Diluted weighted number
of shares (`000) 1 2 037 171 182
Diluted (loss)/earnings per share (cents) (90.6) 0.3
Diluted headline loss per share (cents) (90.6) (14.4)
Note:
1. The company undertook a share consolidation of its shares on a 1-for-100
basis. The new capital structure was listed on the JSE on 3 December 2007.
After the share consolidation the company has 2 036 990 shares in issue.
REVIEWED CASH FLOW STATEMENT
17 MONTHS ENDED 31 JULY 2008
Reviewed Audited
17 months to 12 months to
31 Jul 08 28 Feb 07
R`000 R`000
Cash flows from operating activities
Operating loss (3 689) (29 334)
Elimination of non-cash items - (1 114)
Decrease/(increase) in working capital 376 (57 413)
Cash utilised in operations (3 313) (87 861)
Finance income 1 843 3 376
Finance expense - (97)
Taxation received - 931
(1 470) (83 651)
Cash flows from investing activities
Additions to property, plant and equipment - (14)
Proceeds on disposal of property, plant
and equipment - 189
Disposal of investments - 10 252
Net cash inflow on disposal of subsidiaries - 25 621
- 36 048
Cash flows from financing activities
Capital distribution (26 370) -
Increase in NIC loan 7 750 -
(18 620) -
Net decrease in cash and cash equivalents (20 090) (47 603)
Effects of exchange rate changes - 2 276
Cash outflow on deconsolidation of
subsidiaries to the Decillion
Realisation Trust - (31 224)
Cash and cash equivalents at the beginning of
the period 20 139 96 690
Cash and cash equivalents at the end of
the period 49 20 139
REVIEWED BALANCE SHEET
AS AT 31 JULY 2008
Reviewed Audited
31 Jul 08 28 Feb 07
Notes R`000 R`000
ASSETS
Current assets
Cash 49 20 139
Accounts receivable 29 81
78 20 220
EQUITY AND LIABILITIES
Capital and reserves (7 996) 20 220
Share capital 1 2 037 2 037
Share premium 186 062 212 432
Distributable reserves (196 095) (194 249)
Current liabilities 8 074 -
Accounts payable 269 -
Shareholders for dividends 55 -
NIC loan 2 7 750 -
78 20 220
Number of shares in issue (`000) 1 2 037 203 699
Net asset value per s hare (cents) (392.5) 9.9
Tangible net asset value per share (cents) (392.5) 9.9
Diluted number of shares in issue (`000) 1 2 037 203 699
Diluted net asset value per share (cents) (392.5) 9.9
Diluted tangible net asset value
per share (cents) (392.5) 9 .9
Notes:
1.The company undertook a share consolidation of its shares on a 1-for-100
basis. The new capital structure was listed on the JSE on 3 December 2007.
After the share consolidation the company has 2 036 990 shares in issue. The
company will be recapitalised at the time of the reverse listing.
2.The loan from NIC will be converted to share capital on the issue of shares
in exchange for the NIC investment to be acquired by Decillion.
REVIEWED STATEMENT OF CHANGES IN EQUITY
17 MONTHS ENDED 31 JULY 2008
Reviewed Audited
17 months to 12 months to
31 Jul 08 28 Feb 07
Note R`000 R`000
Share capital
Opening balance 2 037 1 649
Transfer to distributable reserves - 388
Closing balance 2 037 2 037
Share premium
Opening balance 212 432 149 871
Capital distribution 1 (26 370) -
Treasury shares - (19)
Transfer to distributable reserves - 62 580
Closing balance 186 062 212 432
Non-distributable reserves
Opening balance - (5 581)
Currency translation services for
the period - (423)
Deconsolidation of subsidiaries to
the Decillion Realisation Trust - 6 004
Closing balance - -
Distributable reserves
Opening balance (194 249) (97 976)
Transfer from share capital -
treasury shares - (388)
Transfer from share premium -
treasury shares - (62 580)
Attributable loss for the period (1 846) (33 305)
Closing balance (196 095) (194 249)
Total equity
Opening balance 20 220 47 963
Changes in equity (28 216) (27 743)
Closing balance (7 996) 20 220
Note:
1. The capital distribution is net of treasury share distributions.
By order of the Board
30 October 2008
Directors: T Kgobe* (Chairman), C Becks*, P Shiburi*, J Tarpey*
(*non-executive)
Transfer Secretaries: Computershare Investor Services (Proprietary) Limited, 70
Marshall Street, Johannesburg, 2001
Registered office: 19 Oxford Street, Durbanville, 7550
Telephone: +27 21 975 1010 Facsimile: +27 21 976 5920
Company Secretary e-mail: johan.bester@doves.co.za
Auditors: PricewaterhouseCoopers Inc.
Sponsor: PSG Capital (Pty) Ltd
Date: 30/10/2008 15:53:01 Produced by the JSE SENS Department.
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