| Fri 31 Jan 2003, 12:22 | | Gilboa Properties Limited - Audited Interim Result |
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December 2002 And Disposal Of Property
Gilboa Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
Share code: GLB ISIN No: ZAE000010286
("Gilboa" or "the company")
AUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2002 AND DISPOSAL
OF PROPERTY
GROUP BALANCE SHEETS
Audited Audited Unaudited
31 Dec 30 Jun 31 Dec
ASSETS 2002 2002 2001
R`000 R`000 R`000
Non-current assets 14 523 14 572 29 763
Property, equipment and 7 037 7 086 15 373
vehicle
Mining rights 7 486 7 486 --
Goodwill -- -- 9 308
Intangible assets -- -- 4 258
Unsecured loans -- -- 823
Current assets 8 25 4 951
Cash and cash equivalents 6 24 --
Trade and other receivables 2 1 --
Total assets 14 531 14 597 34 714
EQUITY AND LIABILITIES --
Capital and reserves 1 299 1 191 6 648
Share capital 3 012 2 846 2 372
Share premium 57 037 56 024 49 739
Outside shareholders` -- -- 24
interest
Non-distributable reserves -- -- 3 000
Accumulated loss (58 750) (57 679) (48 487)
Non-current liabilities 6 964 7 083 13 888
Long-term liabilities 6 964 7 083 --
Current liabilities 6 268 6 324 14 178
Short-term loans 3 536 3 451 1 949
Bank overdraft -- -- 2 303
Accounts payable 2 444 2 584 9 780
Taxation payable 288 289 145
Total equity and 14 531 14 597 34 714
liabilities
Net asset value per share 0,43 0,42 3,06
(cents)
Tangible net asset value (2,05) (2,21) (3,16)
per share (cents)
Number of shares in issue 301 191 284 581 217 175
(`000)
GROUP INCOME STATEMENTS
Audited Audited Unaudited
6 Year 6 months
months ended ended
ended 30 Jun 31 Dec
31 Dec 2002 2001
2002 R`000 R`000
R`000
Revenue 1 413 5 278 3 863
Operating expenses 1 557 14 922 8 346
Net operating loss (144) (9 645) (4 483)
Profit on sale of business -- 5 601 --
Loss on sale of business -- (4 722) --
Impairment loss (316) (4 232) --
Finance charges (611) (1 190) (377)
Loss before taxation (1 070) (14 188) (4 860)
Taxation -- (111) --
Net loss before minority (1 070) (14 188) (4 860)
interests
Minority interests -- 339 --
Net loss for the period (1 070) (13 960) (4 860)
Loss per share for period (0,36) (5,76) (2,24)
(cents)
Headline loss per share for (0,36) (4,38) (2,24)
period (cents)
Weighted average shares in 298 423 242 263 216 607
issue (`000)
STATEMENT OF CHANGES IN EQUITY
Share Share Non- Accumula Total
capital premium distrib ted
ut-able losses
R`000 R`000 reserve R`000
R`000 R`000
Balance 01 July 1 900 38 898 3 000 (43 720) 78
2001
Net loss for the -- -- -- (13 960) (13 960)
year
Impairment of -- -- (3 000) -- (3 000)
fixed property
Issue of share 946 17 126 -- -- 18 072
capital
Balance 30 June 2 846 56 024 -- (57 680) 1 190
2002
Net loss for the -- -- -- (1 070) (1 070)
period
Issue of share 166 1 013 -- -- 1 179
capital
Balance 31 3 012 57 037 -- (58 750) 1 299
December 2002
ABRIDGED CASH FLOW STATEMENT
Audited Audited Unaudited
31 Dec 30 June 31 Dec
2002 2002 2001
R`000 R`000 R`000
Cash flows from operating (1 162) (7 909) (2 986)
activities
Cash flows from investing -- 1 064 (14 669)
activities
Cash flows from financing 1 144 6 750 15 241
activities
Net decrease in cash and cash (18) (95) (2 414)
equivalents
Cash and cash equivalents - 24 111 111
beginning of period
Cash acquiring in subsidiary -- 7 --
Cash and cash equivalents at 6 24 (2 303)
end of period
COMMENTARY
The directors present the audited interim results for the six months ended
31 December 2002. The accounting policies adopted for purposes of this interim
report comply, and have been consistently applied in all material respects, with
South African Statements of GAAP. The interim results have been audited by
KPMG Inc. whom has expressed an unqualified opinion on the financial statements.
Shareholders are advised that the audit report contained an emphasis of matter
relating to two issues, firstly the going concern of Gilboa and secondly the
comparative group income statement and cash flow statement on which there was a
disclaimer of opinion in the previous audit report for the year ended
30 June 2002. The full audit report is available for inspection at the
registered offices of the company. With regard to the going concern emphasis of
matter, shareholders are referred to future prospects below.
RESULTS
During the six months under review, revenue and expenses primarily related to
property holding and rental of Gilboa House, which property has been disposed
of, subject to shareholder approval in general meeting.
The decline in revenue and decrease in losses in the period under review as
compared to the six months results in the prior year primarily relates to the
disposal of the Askari operations which were reported on in the year ended
30 June 2002.
DIVIDENDS PAID AND RECOMMENDED
No dividends were paid or declared during the accounting period under review and
none are recommended at this stage (2002: nil).
SHARE CAPITAL
The issued share capital of the company increased during the six month reporting
period with the issue of 16 609 979 ordinary shares for cash of 0,1 cent each at
an average premium of 6,1 cents per share (2002: 94 542 001). The shares were
issued under general authority under the control of the directors. The issue
price was at 7,1 cents per share and the shares were issued to Future Minerals
(Proprietary) Limited.
FUTURE PROSPECTS
The focus of the company has changed from that of a property owning company over
the past 18 months and the nature of the business of Gilboa is that of an
investing company which concentrates on the development of mining ventures in
and around South Africa.
Following this change in focus the company has accepted an offer ("the
transaction") by Ifa LeSizwe Investments (Proprietary) Limited ("Ifa LeSizwe"),
a black owned economic empowerment company to purchase a controlling
shareholding in Gilboa. As contained in the announcement on SENS on 31 December
2002, this will be effected by the subscribing by Ifa LeSizwe for 500 000 000
ordinary shares in the share capital in Gilboa at a consideration of 10 cents
per ordinary share. The proceeds of the subscription will, inter alia, be
utilised to generate income from Gilboa`s marine diamond assets.
The offer by Ifa LeSizwe is subject to the following suspensive conditions:
The signing of a standard agreement of subscription; and
Approval of the transaction by Gilboa shareholders in general meeting and the
Johannesburg Securities Exchange South Africa ("the JSE"). The Securities
Regulation Panel ("the SRP") has approved the transaction subject to the
approval by Gilboa shareholders in general meeting.
Emphasis of Matter
It is the board`s opinion that this transaction will be successfully completed.
The ability of the company and the group to have sufficient liquidity and, in
the medium term, to continue as a going concern is dependent on the successful
conclusion of this transaction. Should this transaction not be concluded
successfully, it will constitute a material uncertainty which may cast doubt of
the ability of the company to realise its assets and settle its liabilities in
the normal course of business. However, the largest shareholder, namely CMT
Trust, have given their written undertaking to vote in favour of the
transaction.
A circular, including a notice of general meeting, will be posted to
shareholders in due course.
POST BALANCE SHEET EVENTS AND DISPOSAL OF PROPERTY
Arcay Group Limited
Gilboa has appointed Arcay Group Limited as the company`s sponsor with effect
from 13 January 2003. The decision was taken by Gilboa in consultation with the
board of Ifa LeSizwe who will become the controlling shareholder of Gilboa after
the approval of the transaction.
Bateman Minerals (Proprietary) Limited ("Bateman")
Following the Heads of Agreement signed on 29 April 2002, Gilboa has received a
letter from Bateman dated 17 January 2003, in term of which Gilboa and Bateman
have reached agreement in principle, subject to certain conditions that Gilboa
believes are standard and attainable, to start with the development of the
diamond deposits of the Rooiwal Bay area on Namagroen concession 8a on the west
coast of South Africa. The intention is for Bateman to invest an amount not
exceeding R5 000 000 in the form of a loan to a new Gilboa subsidiary (Gilboa
Diamonds/Rooiwal Bay (Proprietary) Limited) ("Rooiwal Bay") in which Bateman is
to acquire a 50% shareholding. The loan is subject to, inter alia, Gilboa
injecting the same amount of funding into Rooiwal Bay. Bateman will have the
option to convert the loan or portion thereof to Gilboa shares at 10 cents per
share, providing that the conversion of the loan to Gilboa shares will dilute
Bateman`s shareholding in Rooiwal Bay. This conversion option will be subject
to the approval of Gilboa shareholders in general meeting and further details
will be forwarded to shareholders in due course.
Sale of property
Gilboa has disposed of its last property asset by selling Gilboa House in
Arcadia, Pretoria to BOE Corporate Bank. The property was sold for an effective
consideration of R6 900 000, the proceeds of which will be utilised to settle
the outstanding bond against the property and settle all other claims against
the company. The sale agreement was entered into on 21 August 2002 and the
effective date of the sale will be the date of transfer of title. The table
below sets out the financial effects of the sale on Gilboa`s earnings for the
period ended 31 December 2002, as though the transaction had been in effect from
01 July 2002, and net asset value as at 31 December 2002 as published above.
Audited Pro Percentage
31 Dec forma change
2002 31 Dec
Before 2002
(Cents) After
(cents)
Loss per share (0,36) (0,45) (25%)
Headline loss per share (0,36) (0,45) (25%)
Net asset value per share 0,43 0,40 (6,9%)
Tangible net asset value (2,05) (2,08) (1,4%)
per share
The disposal will require the approval of shareholders in general meeting in
terms of s228 of the Companies Act, 1973 as amended, and details, together with
a notice of general meeting, will be included in the circular to shareholders
referred to under future prospects above.
By order of the board
ER de la Pierre
Sponsor
Arcay Group Limited
Date: 31/01/2003 12:12:00 PM Produced by the JSE SENS Department
