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CONAFEX HOLDINGS SOCIETE ANONYME
(Incorporated in Luxembourg - RC Luxembourg No. B 17789)
("Conafex")
JSE CODE: CNX ISIN: LU0011857306
Registered Office
6 rue Adolphe Fischer,
L-1520, Luxembourg
27 June 2003
Dear Shareholder
Profile
Conafex is a pan-African agri-resource group listed on the Luxembourg and
Johannesburg stock exchanges and focused on horticulture, niche and value added
agriculture.
Financial
The major portion of the Group"s operations are located in Zimbabwe and as there
a lack of clarity in respect of exchange rates pertaining there, your Directors
have deemed it prudent not to consolidate earnings derived from Zimbabwe. As
such the financial results include only United States dollar receipts. This
accounting treatment is consistent with the audited results in 2002 financial
statements. Prior year comparatives have been restated on the same basis.
Earnings from operations located in other countries are consolidated in the
normal manner.
A loss of US$ 209,000 was incurred before tax and exceptional items and a profit
of US$853,000 after tax and exceptional items for the six-month period ending
31st March.
An exceptional profit of US$1,177,000 arises on the disposal for cash of a
wholly owned subsidiary, Barato Holdings Limited, which in turn owned some 18%
of Ariston Holdings Limited, a company listed on the Zimbabwe Stock Exchange.
Total cash received from the sale was US$2.97 million.
Operations
Rainfall distribution on the Group"s agricultural operations in Zimbabwe was
poor but increased commodity prices will compensate for the lower volumes. All
enterprises operated normally despite periodic shortages of essential inputs
Cape Natural Tea Products, a herbal tea processor based in Cape Town,
experienced a poor six months due to the strengthening South African Rand. A
high proportion of its turnover is generated from exports to Europe and Japan.
The cost of raw materials remain high in the face of unprecedented demand and
competition for South African herbal teas.
Accord Services, which provides unique premium quality tea packaging solutions
in the United Kingdom, suffered from the uncertain economic climate in Europe
exacerbated by the uncertainties in the Gulf region and the resulting decline in
tourism. Trading patterns are expected to return to normal in the second half of
the year.
It is too early to judge the recent investment in Rose Blooms Zambia Limited but
the rehabilitation programme is on target and prospects in the Zambian
horticultural sector appear promising.
Prospects
Conafex continues to seek investment opportunities and funds generated from the
recent disposal of Barato will be deployed within this strategy.
Dividend
Your Directors do not propose to pay a dividend at the interim stage but it is
anticipated that a final dividend will be recommended.
M W BURRELL
Chairman
CONSOLIDATED PROFIT AND LOSS Half years ended Year
ACCOUNT ended
31st March 30th
September
2003 2002 2002
Unaudited Unaudited Audited
Restated
US$000 US$000 US$000
Notes
Group Revenue, including 412 263 614
share of associates
Less revenue of associates (214) (248) (422)
Revenue 198 15 192
Operating costs (385) (233) (473)
Operating profit/(loss) (187) (218) (281)
Share of associated
companies results 2 (22) 16 38
Income from investments in - - 293
Zimbabwean subsidiary-
dividend
Income from investment in - 141 191
Zimbabwean associates-
dividend
Interest receivable 1 2 4
Interest paid and similar (1) (1) (8)
charges
Profit/(Loss) on ordinary
activities before
exceptional items and tax (209) (60) 237
Exceptional items 3 1,073 (6,717) (5,873)
Profit/(Loss) before tax 864 (6,777) (5,636)
Taxation on ordinary (11) (48) (118)
activities
Profit/(Loss) after tax 853 (6,825) (5,754)
Minority Interests - - -
Profit/(Loss) attributable
to shareholders 853 (6,825) (5,754)
Dividend per share (US - - -
cents)
Profit/(Loss) per share (US 4 15.7 c (125.9)c (106.2)c
cents)
Headline (loss)/earnings per
share (US cents) 4 (4.1)c (2.0)c 2.2 c
Reconciliation of headline
earnings per share
Basic earnings per share (US
cents) 15.7 c 22.1c (106.2)c
Less exceptional items, net of tax
and minority interests (US cents) (19.8)c - 108.4 c
Headline earnings per share (US
cents) (4.1)c 22.1c 2.2 c
* Group revenue for 2003 comprises US$255,000 relating to continuing
activities and US$157,000 relating to acquisitions in the year.
** Loss before exceptional items and tax for 2003 comprises a loss of
US$208,000 from continuing activities and a loss of US$1,000 relating to
acquisitions in the year
STATEMENT OF CHANGES IN EQUITY Half years ended Year ended
31st March 30th
September
2003 2002 2002
Unaudited Unaudited
Restated
US$000 US$000 US$000
Exchange differences on
translation of the financial
statements of foreign entities 39 126 (8)
Net gain/loss not recognised in
the income statement 39 126 (8)
Net profit/(loss) for the period 853 (6,825) (5,754)
Total recognised profits/(losses)
and change in shareholders" funds 892 (6,699) (5,761)
Shareholders" funds at start of 11,020 16,781 16,781
period
Shareholders" funds at end of 11,912 10,082 11,019
period
CONSOLIDATED GROUP 31st March 30th September
BALANCE SHEET
2003 2002 2002
Unaudited Unaudited Audited
Restated
Notes US$000 US$000 US$000
Fixed assets
Tangible fixed assets 54 - -
Investments 2 11,781 9,928 10,783
11,835 9,928 10,783
Current assets
Inventories 135 - -
Debtors 117 419 126
Cash 402 280 643
654 699 769
Current liabilities
Creditors (falling due
within one year) (344) (445) (433)
Net current assets 310 254 336
Total assets less current 12,145 10,182 11,119
liabilities
Creditors (falling due
after more than one year) (100) (100) (100)
Provisions for
liabilities and charges
Deferred taxation (2) - -
12,043 10,082 11,019
Capital and reserves
Share capital 5 8,130 16,743 16,743
Special reserve 5 2,573 - -
Other reserves 36 36 36
Retained earnings 5 1,173 (6,697) (5,760)
Assets attributable to 11,912 10,082 11,019
shareholders
Minority interests 131 - -
12,043 10,082 11,019
Directors: M.W. Burrell (Chairman), C. Barrow, D.C. Marshall, W.H. Marshall, The
Hon C.A. Pearson
Chief Executive Officer: C.P. Jousse
Group Offices
Offices:
Zimbabwe (Regional Headquarters)
215 Fife Avenue/10th Street.
(P.O.Box 2733),
Harare
South Africa
11 Sunbury Park,
La Lucia Ridge Office Estate
La Lucia 4051, Durban
United Kingdom
25 City Road
London, EC1Y 1BQ
Transfer Agents
Europe
Northern Registrars Limited
Northern House, Woodsome Park
Fenay Bridge, Huddersfield,
HD8 0LA, England
South Africa
Computershare Limited
70 shall Street
Johannesburg, 2001
(P.O. Box 61051, Marshalltown, 2107)
CONSOLIDATED CASH FLOW Half years ended Year ended
STATEMENT
31st March 30th September
2003 2002 2002
Unaudited Unaudited Audited
Restated
US$000 US$000 US$000
Operating activities
Cash utilised in operations (214) (376) (287)
Interest paid (7) (1) (8)
Taxation paid (7) (41) (109)
Net cash outflow from
operating activities (228) (418) (404)
Investment activities
Net proceeds on disposal of
tangible assets 32 - -
Purchase of investments (30) - -
Acquisition of subsidiary (16) - -
Disposal of investments - - 2
Dividend received from
Zimbabwean subsidiary - - 293
Interest received and other
investment income 1 2 4
Dividends received from
associates - 141 191
Net cash (outflow)/inflow
from investment activities (13) 143 490
Net cash (outflow)/inflow
before financing (241) (275) 86
Net (decrease)/increase in
funds (241) (275) 86
Net funds at start of period 643 555 555
Effect of foreign exchange
rate changes - - 2
Net funds at end of period 402 280 643
NOTES
1. The results and the cash flow statement for the half year ended 31st March
2003 and the balance sheet as at that date, which are unaudited, have been
prepared on the basis of accounting policies adopted for the year to 30th
September 2002, and comply with International Accounting Standards in all
respects, and with Luxembourg legal requirements. The Group changed its
accounting policy at 30th September 2002 and the results of Zimbabwean
subsidiaries are not consolidated. They have been included the accounts as
fixed asset investments. Comparative figures for the half year to March 2002
have been restated.
The investments in the non-consolidated subsidiary and associated companies are
stated at fair value.
3 The exceptional items in the current period are the fair value adjustment
to reverse a proportion of the fair value provisions against that part of the
investment in Ariston which was sold in May 2003 and the write down of goodwill
on consolidation of our investment in Accord Services Limited. In the previous
period and year the exceptional items were the adjustments of our investments in
Zimbabwe to fair value.
4. Earnings per share are based on the net profit attributable to members and
the 5,420,152 shares in issue following the share consolidation approved at the
Annual General Meeting. Headline earnings per share are based on the result
attributable to shareholders excluding exceptional items, net of minority
interests and tax, where applicable. Following the share consolidation,
comparative figures have been restated onto a comparable basis.
5 At the AGM on 28th March, shareholders approved the consolidation of the
company"s share capital, the creation of a special reserve and a transfer from
share capital to profit and loss account.
There was no capital expenditure during the period (2002 - same). There were no
material capital expenditure commitments as at 31st March 2003 (2002 - same).
Sponsor
The Janus Corporation (Pty) Ltd
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