| Wed 28 May 2003, 17:11 | | AQUILA GROWTH LIMITED - GROUP AUDITED RESULTS FOR |
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Registration Number: 1995/003158/06
("Aquila" or "the Company")
Share code: AQL ISIN: ZAE000013959
- Proposed capital distribution in lieu of dividends of 20 cents per share
- Net asset value per share, based on directors" valuation, up 14.7%
CONSOLIDATED BALANCE SHEET
Group Company
2003 2002 2003 2002
R"000 R"000 R"000 R"000
ASSETS
Non-current assets
Equipment 6 470 5 755 188 194
Intangible assets 15 736 12 997 - -
Deferred taxation 43 74 - -
Interest in associates 218 198 203 629 218 198 203 629
Interest in subsidiaries 28 480 68 595
240 447 222 455 246 866 272 418
Current assets 59 690 84 308 39 095 20 933
- Cash at bank 47 738 34 615 36 394 20 263
- Inventories 74 124 - -
- Receivables 11 878 49 569 2 701 670
Total assets 300 137 306 763 285 961 293 351
Equity and liabilities
Share capital and premium 95 559 98 260 95 559 98 260
Revaluation and other 1 802 - - -
reserves 161 412 162 423 180 934 181 344
Retained earnings
Ordinary shareholders" 258 773 260 683 276 493 279 604
interest
Minority interest 10 901 12 055
Non-current liabilities
Preference shares 7 000 7 000 7 000 7 000
Current liabilities 23 463 27 025 2 468 6 747
- Trade and other 22 483 24 643 1 940 4 523
payables 360 1 909 24 1 751
- Provisions 462 424 462 424
- Shareholders for 158 49 42 49
preference dividend
- South African Revenue
Service
Total liabilities and 300 137 306 763 285 961 293 351
shareholders" equity
Net asset value per share 203.2 201.6 217.1 216.3
(cents)
Net asset value per share 246.5 214.9
at directors" valuation
(cents)
CONSOLIDATED INCOME STATEMENT
Group Company
2003 2002 2003 2002
R"000 R"000 R"000 R"000
Revenue 58 609 143 016 23 077 1 889
Operating expenditure (102 218) (175 724) (63 168) (7 626)
Operating loss (43 609) (32 708) (40 091) (5 737)
Net finance income 4 403 1 224 3 214 914
Net loss before taxation (39 206) (31 484) (36 877) (4 823)
Share of results of 45 072 40 697 45 072 40 697
associated companies
Profit before taxation 5 866 9 213 8 195 35 874
Taxation (8 173) (4 032) (7 839) (3 378)
Net (loss) / profit after (2 307) 5 181 356 32 496
tax
Minority interests 2 063 6 410 - -
Net (loss) / profit (244) 11 591 356 32 496
Headline earnings / 1.82 (6.05) 15.74 6.84
(loss) per share (cents)
Fully diluted (loss) / (0.79) 8.05 (0.32) 23.45
earnings per share
(cents)
RECONCILIATION OF HEADLINE EARNINGS
Net (loss) / profit from (1 011) 10 938 (411) 31 843
ordinary activities
Adjusted for:
- loss on sale of 4 645 3 087 4 645 3 087
associates
- deregistration of (1 064) - 10 000 -
Redgwoods Holdings
Limited
- amortisation of 999 838 - -
goodwill
- impairment of goodwill 1 721 - - -
- exchange loss 4 627 2 563 4 627 -
- write down in value of 6 596 - 6 596 -
investment
- provision for losses - - 40 000 -
in subsidiaries
- dividends received - - (31 126) -
- increase in option (14 184) (27 490) (14 184) (27 490)
value in associate
- write-off of - 1 851 - 1 851
development costs
Headline earnings / 2 329 (8 213) 20 147 9 291
(loss)
ABRIDGED CONSOLIDATED STATEMENT IN CHANGES IN EQUITY
Shareholders" funds at 260 683 276 625 279 604 274 641
beginning of the year
Issue of shares - 1 283 - 1 283
Repurchase of shares (2 701) (28 189) (2 701) (28 189)
Adjustment to share - 26 - 26
premium
Net (loss) / profit (244) 11 591 356 32 496
Foreign currency 1 802 - - -
translation reserve
Preference dividend (767) (653) (767) (653)
Shareholders" funds at 258 773 260 683 276 493 279 604
end of year
ABRIDGED CONSOLIDATED CASH FLOW STATEMENT
Group Company
2003 2002 2003 2002
R"000 R"000 R"000 R"000
Net cash inflow / 8 809 (11 191) 16 969 (1 425)
(outflow) from operations
Cash flow from investing (2 852) 59 567 1 863 46 370
activities
5 957 48 376 18 832 44 945
Cash flow from financing 10 560 (26 970) (2 701) (26 880)
activities
16 517 21 406 16 131 18 065
Cash and cash equivalents 34 615 13 209 20 263 2 198
at beginning of period
Effects of exchange rate (3 394) - - -
changes
Cash and cash equivalents 47 738 34 615 36 394 20 263
at end of period
NATURE OF BUSINESS
Aquila is a private equity and venture capital fund, listed on the JSE
Securities Exchange. Aquila"s stated investment philosophy is to make
investments in industrial and commercial companies, operating in high growth
markets with experienced owner management teams. Aquila"s primary objective is
to work with the management of our underlying investment companies in generating
superior returns for our shareholders" in the medium to long term over a 5 to 10
year period.
ACCOUNTING POLICIES AND AUDIT OPINION
Accounting principles and policies used in preparing these financial results
comply with South African Statements of Generally Accepted Accounting Practice
and are consistent with prior years.
The results for the year ended 28 February 2003 have been audited by
PricewaterhouseCoopers, Inc. The unqualified audit opinion is available for
inspection at the registered office of the company.
FINANCIAL OVERVIEW
Despite a difficult trading environment, the year under review was a
satisfactory one for Aquila. The highlights were:
* Net asset value per share, for the Group, increased 0.8% from 201.6 cents per
share to 203.2 cents per share. Net asset value per share, based on directors"
valuation of investments, increased 14.7% from 214.9 cents per share to 246.5
cents per share.
* The company"s results include a R40 million provision for losses in subsidiary
companies and this is reversible once those subsidiaries have demonstrated their
ability to deliver sustained profitability.
* The receipt of R43 million in cash following the disposal of Aquila"s shares
and / or loan accounts in Redgwoods (Pty) Ltd, House of Coffees (Pty) Ltd and
the Rewards Company (Pty) Ltd.
* R17.1 million was invested into Forecourt Television Network (Pty) Ltd,
AquiTec Technology Holdings (Pty) Ltd, Gerber Global Investments Limited and
Logeco Investments (Pty) Ltd.
* Global Resorts retained its position as a leading player in the gaming
industry in South Africa growing its market share in Gauteng, from 25% in the
first half of the 2002 calendar year to 29% at the year-end.
* During the year under review, Aquila acquired 1 929 400 ordinary shares at an
average price of 140 cents per share on the open market as part of its share buy
back programme, approved by the general meeting of shareholders held on 5 July
2002.
POST BALANCE SHEET EVENTS
AquiTec SA (Pty) Ltd
With effect from 1 March 2003, Aquila disposed of its shares and loan in AquiTec
SA (Pty) Ltd for a net amount of R4.5 million to management. Payment of the
full purchase price is due by no later than 31 July 2003. A R0.5 million non-
refundable deposit was received on 9 May 2003.
Global Resorts SA (Pty) Ltd
On 10 December 2002, Aquila announced that it had entered into a sale of shares
and subscription agreement in terms of which 100% of the ordinary shares in
Global Resorts SA (Pty) Ltd would be sold to Platinum Mile Investments 398
(Proprietary) Limited ("PMI"), with effect from 1 January 2003. PMI represented
a consortium comprising of Metallon Corporation Limited and the Global Resorts
executive management team. The sale of shares and subscription agreement was
subject to a number of conditions precedent including the delivery of guarantees
totalling R850.8 million by the purchaser. These conditions precedent were not
fulfilled timeously and accordingly the parties signed addenda to these
agreements as announced by Aquila on 3 April 2003. On 21 May 2003 Aquila
announced that certain of the conditions precedent to the disposal had not been
met and therefore the transaction had been terminated.
Capital Distribution
Notice is hereby given that, subject to JSE and shareholder approval, the board
has declared a capital distribution in lieu of dividends, of 20 cents per share.
The last date to trade in the shares for purpose of entitlement to the
distribution is Friday 8 August 2003. The shares will commence trading ex-
distribution on Monday 11 August 2003 and the record date is Friday 15 August
2003. The distribution will be paid on Monday 18 August 2003. Share
certificates may not be dematerialised or rematerialised between Monday 11
August 2003 and Friday 15 August 2003, both days inclusive. Shareholders are
required to approve the capital reduction prior to the distribution and in this
regard a circular will be posted to shareholders on or about Tuesday 15 July
2003 and a general meeting of shareholders will be held on or about Wednesday 30
July 2003.
The above dates are subject to amendment and any amendment will be published in
the press and on SENS.
CHANGE IN DIRECTORATE
The board is pleased to announce that Mrs K. du Preez has been promoted to the
position of Financial Director, with effect from 1 March 2003.
FOCUS FOR THE YEAR AHEAD
Aquila is committed to ensuring the continued growth of each of its underlying
investments by working closely with management in determining the strategic
focus, capital requirements, and other needs for their businesses. This affords
management the flexibility to manage the day-to-day activities while providing
the assurance that strategic opportunities to further strengthen and grow their
businesses are being regularly addressed.
The board of Aquila remains committed to its stated investment philosophy of
making investments in industrial and commercial companies operating in high
growth markets with experienced owner management teams.
For and on behalf of the Board
D. H. Bagg P. Papadimitropoulos
Chairman Managing Director
Johannesburg
28 May 2003
Directors: Company Secretary:
D. H. Bagg (Chairman) K. du Preez CA (SA)
P. Papadimitropoulos (Managing Director) Private Bag X106
K. du Preez (Financial Director) Bryanston, 2021
J. A. Bell Tel: (011) 706-8928
P. Dawe * + Fax: (011) 706-6312
B. Dubb * Website: www.aquilagrowth.com
E-mail: kdupreez@aquilagrowth.com
Sponsor:
Bridge Capital Services (Pty) Ltd
Transfer Secretaries:
Computershare Investor Services Limit
Auditors:
PricewaterhouseCoopers, Inc.
* Non-executive
+ British
