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JIGSAW - ABRIDGED REPORT AND NOTICE OF ANNUAL GENERAL MEETING
JIGSAW HOLDINGS LIMITED
(Registration No:1987/00011/06)
("Jigsaw" or "the company")
JSE CODE: JGS - ISIN CODE: ZAE000018370
1. ABRIDGED REPORT AND NOTICE OF ANNUAL GENERAL MEETING
Further to the provisional unaudited reviewed financial results published on 17
June 2003 relating to the financial year ended 28 February 2003, shareholders
are advised that the annual report was posted to shareholders on 29 August 2003
This abridged report includes modifications to the provisional results as
originally published.
The financial statements below are prepared on the historical cost basis and
compliance with South African Statements of Generally Accepted Accounting
Practice. The accounting policies are consistent with the annual financial
statements for the year ended 28 February 2002.
BDO Spencer Steward (Johannesburg) Incorporated"s audited report included an
emphasis of matter stating the following: "We draw your attention to the note on
going concern in the directors" report. The shareholders have subordinated their
loan account sufficiently to ensure solvency in the group."
The directors report contains the following paragraph: "Going concern - The
group made a loss of R29 172 before tax, for the year ended 28 February 2003. As
of 28 February 2003 the group"s liabilities exceeded its assets by R7 942 000.
The major shareholders have subordinated their loan account of R3 500 000. After
year end the shareholders have paid a further R7 500 000 into the company"s bank
account to be treated as shareholders" loan accounts, which have also been
subordinated in favour of other creditors until such time as the group"s assets
fairly valued exceed its liabilities, thus restoring solvency to the group."
INCOME STATEMENTS
2003 2002 2003 2002
R"000 R"000 R"000 R"000 R"000 R"000
Contin- Discon- Contin- Discon-
uing tinuing uing tinuing
Opera- Opera- Opera- Opera- Total Total
tions tion tions tion
Revenue
51,790 25,192 47,428 39,785 76,982 87,213
(Loss)/Profit
from operations (12,958) (10,071) (370) 617 (23,029) 247
Net finance costs
(7,008) 865 (3,145) 213 (6,143) (2,932)
(Loss)/Profit
before taxation (19,966) (9,206) (3,515) 830 (29,172) (2,685)
Taxation
5,184 (243) (556) (42) 4,941 (598)
(Loss)/Profit
after taxation (14,782) (9,449) (4,071) 788 (24,231) (3,283)
Attributable to
outside
shareholders in
subsidiaries 166 (250) - (1) (84) (1)
Preference share
dividends (883) - (846) - (883) (846)
(Loss)/profit for
the year (15,499) (9,699) (4,917) 787 (25,198) (4,130)
attributable to
ordinary
shareholders
Reconciliation to Headline Earnings (R"000)
Basic loss for the year
(25,198) (4,130)
Less (Profit)/ loss on sale of fixed assets -
455
Less (Profit)/ loss on sale of subsidiaries
4,795 (88)
Impairment of fixed assets - tangible and 1,425
intangible -
Plus intangible amortisation 1,633
1,819
Impairment on Loan to Share incentive scheme trust
1,763 1,694
Headline loss for the year
(15,128) (705)
Weighted average number of shares (`000)
46,386 46,386
Basic loss per share (cents)
(54.32) (8.90)
Headline loss per share (cents)
(32.61) (1.52)
BALANCE SHEET
2003 2002
R"000 R"000
ASSETS
Non-current assets
23,672 34,909
Property, Plant and Equipment
4,075 6,883
Deferred Tax
5,631 -
Goodwill and other intangibles 11,270 24,231
Investments and loans
2,696 3,795
Current assets
56,727 69,142
Inventory and Development projects 4,471 4,870
Accounts receivable
50,994 63,381
Taxation
- -
Cash and cash equivalents
1,262 891
Total assets 104,051
80,399
EQUITY AND LIABILITIES
Capital and reserves
(7,942) 25,256
Share capital and premium 16,101 24,101
Distributable reserves
(24,043) 1,155
Minority interests
209 13
Non-current liabilities
5,158 6,361
Interest-bearing liabilities
4,907 6,036
Interest-free liabilities
251 325
Current liabilities
82,974 72,421
Accounts payable & provisions 34,138 57,158
Amounts owing on purchase
- -
Consideration of subsidiaries acquired
- -
Interest-bearing liabilities
332 629
Bank overdraft
48,504 14,634
Total equity and liabilities 104,051
80,399
GROUP STATEMENTS OF CHANGES IN EQUITY
Share Distri- Total
Capital butable
and reserves
premium
R"000 R"000 R"000
Balance 1 March 2000 re-
established 381 2,510 40,498
Balance at 01 March 2000
previously stated 381 6,454 44,442
Prior year adjustment
- (3,944) (3,944)
Net profit for the year
- 2,775 2,775
As previously stated
- 5,159 5,159
Minority interest
- (245) (245)
Prior year adjustment
- (1,619) (1,619)
Dividends
- (520) (520)
Issue of share capital
47 - 6,667
Premium on acquisition of
subsidiary written off - - (26,500)
Balance at 28 February 2001 18,155
5,285 23,440
- (4,130) (4,130)
Net loss for the 2002 year
- (3,283) (3,283)
Minority interest (1)
- (1)
Dividends
- (846) (846)
Issue of share capital 5,946
- 5,946
Balance at 28 February 2002 24,101
1,155 25,256
Balance previously stated
1,522 1,522
Prior year adjustments
(367) (367)
- (25,198) (25,198)
Net loss for the 2003 year
- (24,231) (24,231)
Minority interest
- (84) (84)
Dividends
- (883) (883)
Cancellation of share capital
due to rebate from profit (8,000) - (8,000)
warranty on Machaus
(Proprietary) Limited
Balance at 28 February 2003 16,101
(24,043) (24,043)
GROUP CASH FLOW STATEMENTS 2003 2002
`R000 `R000
Cash (utilised)/retained from operating (30,760) 1,121
activities
Cash flow from investing activities (1,769) (6,625)
Cash effects of financing activities (970) 928
Net increase in cash and cash (33,499) (4,576)
equivalents
Cash and cash equivalents at the (9,167)
beginning of the year (13,743)
Cash and cash equivalents at end of (47,242) (13,743)
year
2. NOTICE OF ANNUAL GENERAL MEETING
A notice that the annual general meeting of Jigsaw shareholders will be held in
the board room at 1st Floor, 1 St Andrews Street, Birdhaven on Friday 24 October
2003 at 10h00 to transact business as set out in the notice of annual general
meeting forming part of the annual report.
All forms of proxy must be lodged by not later than 10:00 on Wednesday, 22
October 2003.
N McINTYRE
CHIEF EXECUTIVE OFRFICER
3 October 2003
DIRECTORS
Executive: Piet Joubert, Neville McIntyre.
Non-executive: Johan Nel, Pieter van der Merwe
Registered address
1st Floor, 1 St Andrews Street, Birdhaven
TRANSFER SECRETARIES:
Computershare Investor Services Limited, 70 Marshall Street, Johannesburg, 2001
(PO Box 1053, Johannesburg, 2003)
AUDITORS
BDO Spencer Steward (Johannesburg) Inc
SPONSOR
The Janus Corporation (Pty) Ltd
Date: 03/10/2003 03:44:02 PM Produced by the JSE SENS Department
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