| Thu 8 Jul 2010, 16:20 | | DEC - Decillion Limited - Announcement of unaudite |
|
DEC
DEC
DEC - Decillion Limited - Announcement of unaudited results for the six months
ended 31 January 2010 and audited results for the year ended 31 July 2009 and
further cautionary announcement
Decillion Limited
(Registration number 1998/011692/06)
(Incorporated in the Republic of South Africa)
("Decillion" or "the company")
JSE code: DEC & ISIN: ZAE000108247
Announcement of unaudited results for the six months ended 31 January 2010 and
audited results for the year ended 31 July 2009 and further cautionary
announcement
KEY FEATURES
Decillion was a financial services group which operated from Johannesburg, Cape
Town, London and Nyon (Switzerland) and New Zealand. The group`s activities were
focused on financial markets and risk management. All operating divisions were
disposed of or closed down or transferred to the Decillion Realisation Trust
("DRT"). There is no further relationship between the DRT and Decillion.
The shares of Decillion are currently suspended from trading on the JSE Limited
("JSE"), which suspension will be lifted following the finalisation of this
audited 2009 annual results and the interim results for the period ended 31
January 2010, and the publication thereof.
During 2007, Numsa Investment Company ("NIC") advanced R7,75 million to
Decillion on the basis of irrevocable undertakings received from the Decillion
shareholders in terms of which Decillion would have acquired certain NIC
investments in exchange for the issue of shares in Decillion.
Following a decision by the Board of NIC not to continue with its reverse
listing transaction, Stone Edge Finance (Pty) Limited, a corporate finance
entity, since facilitated an alternative transaction with a property development
group that intends to reverse list properties with an approximate value of R2
billion into Decillion.
The reverse listing will be completed during the second half of 2010 subject to
shareholders` and 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.
GOING CONCERN
We draw attention to the fact that at 31 July 2009, the company had accumulated
losses of R196 million and that the company`s total liabilities exceed its
assets by R7,9 million. The NIC loan of R7,75 million has been subordinated in
favour of all creditors until such time as the alternative transaction is
concluded. The company has obtained a letter of support from the property
development group to cover the current shortfall of net assets at balance sheet
date as well as additional expenses incurred subsequent to the balance sheet
date.
BASIS OF PREPARATION
This condensed audited financial information for the year ended 31 July 2009 and
unaudited interim results for the six months ended 31 January 2010 have been
prepared in accordance with IAS 34 - Interim Financial Reporting, South African
Companies Act and in compliance with the Listings Requirements of the JSE
Limited. The condensed financial information for the year ended 31 July 2009
does not include all of the information required by International Financial
Reporting Standards ("IFRS") for full annual financial statements and should be
read in conjunction with the annual financial statements for the year ended 31
July 2009, which have been prepared in accordance with IFRS.
The principle accounting policies used in preparing the audited results for the
year ended 31 July 2009 and the unaudited interim result for the six months
ended 31 January 2010 are consistent with those applied in the annual financial
statements for the period ended 31 July 2008 and the interim results for the six
months ended 31 January 2009 respectively in terms of IFRS, as described in
those financial statements.
AUDITED RESULTS
The unqualified audited opinion of Decillion`s auditors, PricewaterhouseCoopers
Inc., Chartered Accountants (SA), on the results for the year ended 31 July 2009
is available for inspection at Decillion`s registered office. The company
changed its year-end from February to July during the previous reporting period.
The comparative reporting period therefore covers a period of 17 months.
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 JANUARY
2010
AUDITED INCOME STATEMENT FOR THE YEAR ENDED 31 JULY 2009
Unaudited Unaudited Audited Audited
6 months to 6 months to 12 months to 17 months to
31 Jan 2010 31 Jan 09 31 Jul 09 31 Jul 08
R`000 R`000 R`000 R`000
Other income - - 209 -
Operating
expenses (1) (291) (122) (3 689)
Operating
income /(loss) (1) (291) 87 (3 689)
Finance income 2 2 5 1 843
Taxation - - - -
Net income /
(loss) after
taxation 1 (289) 92 (1 846)
Attributable
to:
Equity holders 1 (289) 92 (1 846)
of the company
Weighted and
diluted
weighted number
of shares in 2 037 2 037 2 037 2 037
issue (`000)
Earnings
/(loss)
per share and
headline
earnings 0.1 (14.2) 4.5 (90.6)
/(loss) per
share(cents)
UNAUDITED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 31 JANUARY 2010
AUDITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 JULY 2009
Unaudited Unaudited Audited Audited
6 months to 6 months to 12 months to 17 months to
31 Jan 2010 31 Jan 09 31 Jul 09 31 Jul 08
R`000 R`000 R`000 R`000
Cash flows from
operating
activities
Operating in-
come /(loss)
before working
capital changes (1) (291) 87 (3 689)
Changes in
working capital (54) 301 (60) 376
Cash generated
by /(utilised
in) operations (55) 10 27 (3 313)
Finance income 2 2 5 1 843
Net cash inflow
/
/(outflow)from
operating (53) 12 32 (1 470)
activities
Cash flows from
financing
activities
Capital
distribution - - - (26 370)
Increase in NIC
loan - - - 7 750
Net cash out-
flow from finan-
cing activities - - - (18 620)
Net increase /
(decrease)in
cash and cash
equivalents (53) 12 32 (20 090)
Cash and cash
equivalents at
the beginning
of the period 81 49 49 20 139
Cash and cash
equivalents at
the end of the
period 28 61 81 49
UNAUDITED STATEMENT OF FINANCIAL POSITION AS AT 31 JANUARY 2010
AUDITED BALANCE SHEET AS AT 31 JULY 2009
Unaudited Unaudited Audited Audited
31 Jan 10 31 Jan 09 31 Jul 09 31 Jul 08
R`000 R`000 R`000 R`000
ASSETS
Current assets
Cash 28 61 81 49
Accounts - - - 29
receivable
28 61 81 78
EQUITY AND
LIABILITIES
Capital and (7 903) (8 285) (7 904) (7 996)
reserves
Share capital 2 037 2 037 2 037 2 037
Share premium 186 062 186 062 186 062 186 062
Distributable (196 002) (196 384) (196 003) (196 095)
reserves
Current 7 931 8 346 7 985 8 074
liabilities
Accounts 126 541 180 269
payable
Shareholders 55 55 55 55
for dividends
NIC loan 7 750 7 750 7 750 7 750
28 61 81 78
Notes:
Following the conclusion of a transaction with a property development group, the
NIC loan will be converted at the option of the property development group into
equity upon the reverse listing of its assets into Decillion, subject to
shareholders` approval.
UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 JAUNUARY
2010
AUDITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2009
Unaudited Unaudited Audited Audited
6 months to 6 months to 12 months to 17 months to
31 Jan 2010 31 Jan 09 31 Jul 09 31 Jul 08
R`000 R`000 R`000 R`000
Share capital
Opening balance
and closing
balance 2 037 2 037 2 037 2 037
Share premium
Opening balance 186 062 186 062 186 062 212 432
Capital
distribution - - - (26 370)
Closing balance 186 062 186 062 186 062 186 062
Distributable
reserves
Opening balance (196 003) (196 095) (196 095) (194 249)
Attributable
profit / (loss)
for the period 1 (289) 92 (1 846)
Closing balance (196 002) (196 384) (196 003) (196 095)
Total equity
Opening balance (7 904) (7 996) (7 996) 20 220
Changes in
equity 1 (289) 92 (28 216)
Closing balance (7 903) (8 285) (7 904) (7 996)
FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement released on SENS on
Tuesday, 25 May 2010 and in the press on Wednesday, 26 May 2010, where they were
advised that Decillion has entered into negotiations with a property development
company who are owners of a diversified property portfolio, for a possible
reverse listing of the development company and the properties into Decillion,
which, if successfully concluded, may have a material effect on the price of the
Company`s securities. Shareholders are advised that negotiations are still in
progress and therefore they are advised to continue exercising caution when
dealing in the Company`s securities until a further announcement is made.
CHANGES TO THE BOARD OF DIRECTORS AND COMPANY SECRETARY
In terms of paragraph 3.59 of the JSE Listings Requirements, shareholders are
advised that the following directors have resigned retrospectively with effect
from 31 May 2010:
- Tony Kgobe
- Carl Becks
- Philemon Shiburi
- John Tarpey
Shareholders are further advised that the following directors have been
appointed with effect from 31 May 2010:
- Morrison Etienne Smit, also as the company secretary
- Barry John Havenga
By order of the Board
8 July 2010
Directors: ME Smit* (Chairman), BJ Havenga*
(*non-executive)
Transfer Secretaries: Computershare Investor Services (Proprietary) Limited, 70
Marshall Street, Johannesburg, 2001
Registered office: Ground Floor, Nicol Grove Office Park, Corner William Nicol
and Leslie Avenue East, Fourways
Telephone: +27 11 467 8889 Facsimile: +27 86 681 4213
Company Secretary e-mail: morrison@sepman.co.za
Auditors: PricewaterhouseCoopers Inc.
Sponsor: Deloitte & Touche Sponsor Services (Pty) Limited
Date: 08/07/2010 16:20:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
