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Thu 12 Dec 2002, 11:28 Amb Holdings Limited - Group Results Announcement
Amb Holdings Limited - Group Results Announcement For The Year Ended September 
Release Date: 12/12/2002 11:21:17      Code(s): AMB 
AMB HOLDINGS LIMITED - GROUP RESULTS ANNOUNCEMENT FOR THE YEAR ENDED SEPTEMBER  
2002                                                                            
AMB Holdings Limited                                                            
Registration number 1995/003054/06                                           
   Share code: AMB   ISIN: ZAE000029682                                         
   (AMB or the Group)                                                           
GROUP RESULTS ANNOUNCEMENT FOR THE YEAR ENDED SEPTEMBER 2002                    
*  Strong balance sheet maintained                                             
 *  Dividend of 40 cents per share declared                                     
 *  Liquidity enhanced to enable expeditious return of banking licence          
 *  Right-sizing of business activities initiated to focus on asset quality     
and return on equity                                                       
INCOME STATEMENT                                                                
for the year ended 30 September  2002                                           
                                                       Reviewed        Audited  
2002           2001  
                                                          R`000          R`000  
Revenue excluding net finance income                     94 714        173 583  
Finance income                                          220 251        271 758  
Finance expense                                       (160 997)      (154 184)  
Total revenue                                           153 968        291 157  
General and specific risk provisions                  (105 460)          3 021  
Impairment of investments                              (36 873)              -  
Bad debts written-off                                  (13 534)              -  
Insurance performance bonus                              62 000              -  
Operating expenses                                    (159 320)      (124 883)  
  - Recurring                                         (133 728)      (123 713)  
- Goodwill                                            (3 510)        (1 170)  
  - Non-recurring                                      (22 082)             -   
Loss from associate companies                           (2 789)        (4 759)  
(Loss)/profit before tax                              (102 008)        164 536  
Tax                                                    (51 532)        (4 209)  
(Loss)/profit after tax                               (153 540)        160 327  
Minority interest                                         3 550          3 611  
Net (loss)/profit attributable to                                               
ordinary shareholders                                (149 990)       163 938   
Weighted average number of shares in issue (`000)       106 410        117 445  
(Loss per share) (LPS)/Earnings per share (EPS) (cents) (141,0)         139,6   
Diluted (LPS)/EPS (cents)                               (141,0)         139,4   
Headline (LPS)/EPS (cents)                              (125,0)         140,6   
Diluted Headline (LPS)/EPS (cents)                      (125,0)         140,4   
Dividend per share (cents)                                 40,0          30,0   
Reconciliation between (loss)/profit and                                        
headline (loss)/earnings:                                                      
Net (loss)/profit attributable to                                               
 ordinary shareholders                                (149 990)        163 938  
Add: Goodwill amortised                                   3 510          1 170  
Add: Share of goodwill amortised/impaired                                       
      in associate                                       12 926              -  
Add: Share of loss on disposal of fixed                                         
      assets in associate                                 (483)              -  
Add: Share of impairment of fixed                                               
      assets in associate                                 1 007              -  
Headline (loss)/earnings                               (133 030)       165 108  
ABRIDGED CASH FLOW STATEMENT                                                    
for the year ended 30 September 2002                                            
                                                       Reviewed        Audited  
                                                           2002           2001  
                                                          R`000          R`000  
Cash flows from operating activities                     35 941      (134 161)  
Cash flows from investing activities                     65 176         58 306  
Cash flows from financing activities                   (31 025)      (107 712)  
Net increase/(decrease) in cash and cash equivalents     70 092       (183 567) 
Cash and cash equivalents at the beginning                                      
 of the year                                            689 959        850 113  
Effects of exchange rate changes on cash                                        
 and cash equivalents                                    19 900         23 413  
Cash and cash equivalents at the end of the year        779 951        689 959  
 Strategic objectives for FY2003                                                
 *  Expeditious and efficient return of banking licence                         
 *  Enhance return on equity and simplify group balance sheet                   
*  Right-size and refocus business on profitability and efficient use of       
     capital                                                                    
 *  Move from a period of fixing to rebuilding AMB`s presence in the market     
 *  Further extend AMB`s transformation objectives                              
Financial objectives for FY2003                                                
 *  Return on equity (ROE)                                                      
 Enhance ROE to acceptable levels                                               
 *  Capital utilisation                                                         
Evaluate capital utilisation within the group to achieve targeted ROEs      
     and an appropriate capital structure                                       
 *  Earnings mix                                                                
    Diversify operational and geographical activities to achieve an appropriate 
mix of earnings between advisory, fund management and trading activities   
 *  Cost to income ratio                                                        
    Right-size to achieve acceptable cost to revenue ratio                      
 *  Earnings growth                                                             
Achieve profitability throughout the group and real earnings growth         
ABRIDGED SEGMENTAL INFORMATION                                                  
for the year ended 30 September 2002                                            
                                                       Reviewed        Audited  
2002           2001  
                                                          R`000          R`000  
Revenue                                                                         
Commission and fees                                      21 358         49 027  
Private equity and investment banking                    28 809         75 818  
Treasury trading                                         44 547         48 738  
Margin                                                   59 254        117 574  
                                                        153 968        291 157  
(Loss)/profit before tax                                                        
Commission and fees                                    (15 819)          4 270  
Private equity and investment banking                  (21 876)         51 545  
Treasury trading                                         29 237         42 484  
Margin                                                 (93 550)         66 237  
                                                      (102 008)       164 536   
Net assets                                                                      
Commission and fees                                       6 145         15 112  
Private equity and investment banking                   274 108        355 246  
Treasury trading                                         17 962        118 497  
Margin                                                  653 447        684 093  
                                                        951 662      1 172 948  
2002     Revenue                               2001                          
   14%      Commissions and fees                  17%                           
   29%      Trading income (including hedging)    17%                           
   38%      Margin income                         40%                           
19%      Investment income                     26%                           
BALANCE SHEET                                                                   
at 30 September 2002                                                            
                                                       Reviewed        Audited  
2002           2001  
                                                          R`000          R`000  
Assets                                                                          
Cash and cash equivalents                               779 951        689 959  
Trading securities                                       68 037        381 420  
Term advances                                           576 905        738 043  
Investments                                             274 108        355 246  
Accounts receivable                                     131 012        196 414  
Tax receivable                                            9 683         18 438  
Deferred tax                                              6 019          8 077  
Fixed assets                                              4 234          5 282  
Intangible assets                                             -          8 447  
Total assets                                          1 849 949      2 401 326  
Capital and reserves                                                            
Issued capital                                          669 163        700 188  
Reserves                                                  1 513          2 113  
Accumulated profits                                     277 892        468 457  
Capital and reserves                                    948 568      1 170 758  
Minority interest                                         3 094          2 190  
Total capital and reserves                              951 662      1 172 948  
Liabilities                                                                     
Accounts payable and provisions                          76 686         82 820  
Tax                                                      35 015          3 746  
Debentures                                              225 914        192 942  
Deposits                                                560 672        948 870  
Total liabilities                                       898 287      1 228 378  
Total equity and liabilities                          1 849 949      2 401 326  
Number of shares in issue (`000)                                                
(net of treasury shares)                               104 737        109 186  
Net asset value per share (cents)                           906          1 072  
ABRIDGED STATEMENT OF CHANGES IN EQUITY                                         
for the year ended 30 September 2002                                            
Reviewed        Audited  
                                                           2002           2001  
                                                          R`000          R`000  
Balance at 30 September                               1 170 758      1 146 497  
Shares issued                                                 -           2 215 
Shares repurchased                                      (31 025)      (109 927) 
Net exchange rate adjustments                                722            791 
Attributable (loss)/profit                             (149 990)        163 938 
Dividend                                                (41 897)       (32 756) 
Balance at 30 September                                  948 568      1 170 758 
  The Group preliminary results have been prepared in accordance with South     
African Statements of Generally Accepted Accounting Practice. The accounting    
policies applied in these Group preliminary results are consistent with those   
applied in the 2001 audited annual financial statements.                        
   Vision                                                                       
   AMB`s vision is "to create the leading fully-fledged empowerment financial   
services group, committed to the successful economic transformation of South    
Africa".                                                                        
   COMMENT                                                                      
   It has been a year of extreme volatility in currency, fixed income and equity
markets. This was exacerbated by a prolonged and uncertain global economic      
recovery, regional instability and, specifically, unprecedented turmoil in the  
banking sector, which led to widespread systemic, regulatory and operational    
pressures on A2 banks.  The crisis of confidence in the banking sector in 2002  
meant that second-tier banks focused on survival and liquidity management,      
resulting in a severe contraction in banking business and a consequent decline  
in earnings.                                                                    
   AMB was not immune to these factors. However,  AMB`s focus on managing       
liquidity risk and preserving capital, assisted by the diversity of its         
operations, saw the group weather the crisis, albeit at a cost. Subsequent to   
the year end, the directors announced their decision to deregister African      
Merchant Bank Limited (AMBL) as a bank. The costs associated with complying with
regulatory requirements, particularly the anticipated Basle II accord, together 
with the opportunity cost of not being able to flexibly deploy its capital, has 
resulted in the cost of the banking licence outweighing its potential benefits  
over time.                                                                      
In AMB`s view, the only basis for sustaining an A2 bank in the current       
environment is to secure a strategic shareholder of reference to access banking 
opportunities.  Accordingly,  AMB engaged with certain parties to determine     
whether support for such a transaction could be procured. Unfortunately, the    
uncertainty around the A2 banking sector, difficult economic and trading        
conditions, widespread consolidation of the sector and the impending empowerment
charter for the financial services sector have made concluding a transaction,   
within the time constraints set, difficult to achieve. Therefore, to obtain     
certainty for all stakeholders, the AMB board took the decision to hand back the
banking licence and restructure the business prior to the calendar year end.    
This will allow AMB to approach the new year with a more streamlined business,  
focused on clearly-defined niches and targeting more optimal use of its capital.
Results                                                                      
   Results for the year ended 30 September 2002 reflect the difficult trading   
conditions and regulatory constraints which led to management taking actions to 
position AMB to hand back its banking licence. This was achieved by liquidating 
long-term illiquid assets and right-sizing its operations at the expense of     
operational performance. Furthermore, management took the decision to enhance   
the quality of AMB`s balance sheet by providing against and writing-off certain 
assets to more accurately reflect their underlying market values. These         
decisions have clearly had a material adverse financial effect for the year.    
   Gross revenue was down on the prior year, reflecting the difficult investment
banking and trading conditions and the cost of maintaining excessive levels of  
liquidity. Furthermore, management time involved in dealing with banking and    
regulatory issues and negotiations with a strategic investor restricted their   
ability to enhance operational performance.                                     
   Despite this, the treasury trading and private equity divisions performed    
admirably. In particular, the private equity division demonstrated its mettle by
concluding one of the largest and most hotly-contested transactions of the year.
Treasury trading also continued its trend as a core contributor, despite        
difficult market conditions.                                                    
   Operating expenses spiralled during the year, reflecting the costs associated
with the banking licence, additional regulatory costs incurred during the A2    
banking crisis and the expensing of certain irrecoverable amounts. Furthermore, 
certain non-profitable business units have been closed and a number of employees
retrenched. Some of these costs will, however, accrue in the new financial year.
Empowerment                                                                  
   AMB continues to demonstrate its empowerment credentials through a           
combination of shareholding, board composition, senior management and staff, as 
well as its investment, transformation and social responsibility policies.      
Ratings                                                                      
   During the year, the group maintained its short-term A2 and long-term BBB+   
ratings awarded by Global Credit Ratings Co Limited and its short-term zaA2 and 
long-term zaBBB awarded by CA Ratings.                                          
Corporate governance                                                         
   The directors endorse and fully comply with the code of corporate practice   
and conduct recommended in the first King report. In addition, the directors    
have studied the second King report, and while AMB already complies with many of
the applicable recommendations, attention is being given to areas where the     
group does not yet fully comply. By supporting these codes, AMB demonstrates its
commitment to the highest standards of integrity and ethical conduct in dealings
with all stakeholders.                                                          
Recent press coverage                                                        
   The board of AMB regrets that the Group has attracted a degree of speculative
press coverage recently. In this regard, the board assures stakeholders that    
AMB`s "financial health" has been sound at all times during this difficult      
period and at no stage has AMB faced liquidity constraints.                     
   The board has been fully appraised of all correspondence between the South   
African Reserve Bank (SARB) and AMB and is fully satisfied that all             
correspondence has been appropriately dealt with and that the highest levels of 
corporate governance have been adhered to. Finally, the board is precluded from 
making any disclosure of the contents of such correspondance to any third party 
by Section 33(2) of the SARB Act, the breach of which is a criminal offence.    
   Commitment                                                                   
AMB would not have been able to survive this tumultuous year without the     
commitment of its people. Consequently, it was with great sadness that AMB      
embarked on a retrenchment process in November 2002, which saw the company part 
ways with many capable people. We particularly wish these people well in their  
endeavours in the future.                                                       
   Furthermore, and in light of recent press publicity, we express our          
appreciation to our shareholders, who have been fully supportive during this    
difficult period. We also thank our fellow board members for their dedication   
and counsel through these volatile times, and especially our clients and        
investee companies, whose support is pivotal to AMB`s success.                  
   Dividend                                                                     
   In view of AMB`s high level of liquidity, an ordinary dividend of 40 cents   
per share has been declared for the year ended 30 September 2002. This is an    
increase of 33,3% on the dividend paid in respect of the previous year. The     
dividend will be paid on 24 February 2003 to all AMB shareholders recorded in   
the register of the company at the close of business on 21 February 2003. The   
last date to trade cum dividend will be 14 February 2003 and trading will       
commence ex dividend from 17 February 2003. Share certificates may not be       
dematerialised or rematerialised between 17 February 2003 and 21 February 2003, 
both days inclusive.                                                            
Share buy back                                                               
   During the year under review, the Group acquired AMB shares as part of the   
share buy-back program.  A total of 4 451 206 shares were acquired at an average
price of R6,97.                                                                 
The year ahead                                                               
   AMB enters the new financial year with greater certainty on its future       
strategic direction, as it returns to its core competency of niche investment   
banking activities. The group concentrated in the second half of the 2002       
financial year on addressing the capital and operational structure of the       
business, and creating the liquidity necessary to hand back the banking licence.
This has led to a leaner and more focused organisation with a strong balance    
sheet.                                                                          
In the new year, AMB will focus on rebuilding the organisation from its      
current base. This will entail the final cancellation of the banking licence,   
strengthening AMB`s empowerment credentials and improving AMB`s return on       
equity. In this regard, AMB will evaluate the level of capital and liquidity    
necessary to sustain its existing business and return surplus capital to        
shareholders to the extent that it cannot be deployed in assets generating an   
acceptable return on equity.                                                    
   The business model will be focused on AMB`s areas of core competency, namely 
advisory, fund management and trading activities.  AMB has well established     
business units, highly talented people, a hallmark that symbolises quality      
service and innovation and an established reputation for integrity in our       
dealings with clients.  Although AMB expects the difficult investment banking   
environment to continue in 2003, management is intent on returning the business 
to acceptable levels of profitability in the new year.                          
   Review opinion                                                               
   The results have been reviewed by AMB`s auditors, Deloitte & Touche Chartered
Accountants (SA), and their review opinion is available for inspection at AMB`s 
registered office.                                                              
   Further cautionary announcement                                              
   Further to the cautionary announcement published on 6 November 2002,  AMB    
shareholders are advised that AMB is still involved in negotiations with        
unitholders of AMB Private Equity Partners Limited which, if successfully       
concluded, could have a material effect on the price at which AMB shares trade  
on the JSE Securities Exchange South Africa.  Accordingly, AMB shareholders are 
advised to continue exercising caution when dealing in their shares, until such 
time as a further announcement is made in this regard.                          
   On behalf of the board                                                       
Dave Winckler       B Peter Vundla                    Andrew Sprague            
Chairman            Executive Deputy Chairman         Chief Executive Officer  
12 December 2002                                                                
Registered address:                                                             
                   18 Fricker Road Illovo.                                      
Tel: (+2711) 215-2000                                        
Transfer secretaries:                                                           
                     Computershare Investor Services Limited,                   
                     8th Floor, 70 Marshall Street,                             
Johannesburg 2001, South Africa                            
                     PO Box 1053, Johannesburg, 2000,                           
                     South Africa                                               
Sponsor:                                                                        
African Merchant Bank Limited                                           
        Registered Bank                                                         
        Registration number: 1996/016470/06                                     
EXECUTIVE DIRECTORS:                                                            
Zenzo Lusengo, Owen Maubane, Andrew Sprague,                
                    Chris Vosloo, Peter Vundla                                  
NON-EXECUTIVE DIRECTORS:                                                        
                        Dr Danisa Baloyi, John Chalsty*,  Dr Azar Jammine,      
Akhter Moosa, Jim Myers*, Robin Rumboll*, Dave Winckler 
                        *Non-South African                                      
COMPANY SECRETARY:                                                              
                  Rian Smit                                                     
www.amb.co.za                                                                   
Date: 12/12/2002 11:21:07 AM Produced by the JSE SENS Department                

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