| Thu 6 Nov 2003, 16:38 | | AUDITED RESULTS FOR THE YEAR ENDED 31 AUGUST 2003 |
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AVASA HOLDINGS LIMITED -
AVASA Holdings Limited
(formerly Dectronic Limited)
Incorporated in the Republic of South Africa
Company registration number 1998/013637/06
ISIN ZAE 000040622
Share code: AVA
("AVASA" or "the Company")
AUDITED RESULTS FOR THE YEAR ENDED 31 AUGUST 2003
INCOME STATEMENT
Audited Audited
31 August 31 August
2003 2002
R"000 R"000
Revenue 11 059 --
Expenses 10 507 276
Operating income/(loss) 552 (276)
Gain on compromise with creditors -- 2 771
Operating income before interest & taxation 552 2 495
Interest received 574 5
Interest paid (15) (4)
Net profit before taxation 1 111 2 496
Taxation-current -- --
Taxation-deferred (550) --
Net profit after taxation 1 661 2 496
BALANCE SHEET
Audited Audited
31 August 31 August
2003 2002
R"000 R"000
ASSETS
Non-current assets 19 482 74
Fixed assets 347 --
Investments 12 727 --
Loans receivable -- 74
Deferred tax 550 --
Carried interest receivable 5 858 --
Current assets 11 191 166
Sundry debtors 607 159
Prepayments and deposits 506 --
Cash and cash equivalents 10 078 7
Total assets 30 673 240
EQUITY AND LIABILITIES
Capital and reserves 28 195 (189)
Issued capital 581 78
Share premium 39 798 13 578
Distributable reserve (12 184) (13 845)
Non-current liabilities -- 396
Shareholders"/Directors" loans -- 396
Current liabilities 2 478 33
Accounts payable 2 478 33
Total equity and liabilities 30 673 240
STATEMENT OF CHANGES IN EQUITY
COMPANY Share Share Accumulated
Capital Premium profit/ Total
R"000 R"000 (loss) R"000
R"000
Balance at 1 September 2001 78 13 578 (16 341) (2 685)
Net profit for the period - - 2 496 2 496
Balance at 1 September 2002 78 13 5781 (13 845) (189)
Net profit for the period - - 1 661 1 661
Share issued 510 26 287 -- 26 797
Shares cancelled (7) (67) -- (74)
Balance at 31 August 2003 581 39 798 (12 184) 28 195
CASH FLOW STATEMENT
Audited Audited
31 August 31 August
2003 2002
R"000 R"000
Cash flow from operating activities (5 903) (425)
Cash receipts from customers 2 474 --
Cash paid to suppliers and employees (8 936) (415)
Cash utilised in operating activities (6 462) (415)
Interest received 574 5
Interest paid (15) (4)
Taxation paid -- (11)
Cash flows from investing activities (10 426) 114
Cash flows to maintain activities
Short-term loans -- 52
Proceeds from disposal of fixed assets -- 62
Cash flow to expand activities
Property, plant and equipment acquired (389) --
Investments acquired (10 823) --
Proceeds on disposal of investments 786 --
Cash flow from financing activities 26 400 241
Shares issued 26 555 --
Increase/(decrease) in loans from (155) 241
shareholders
Increase/(Decrease) in cash and cash 10 071 (70)
equivalents
Cash and cash equivalents at the 7 77
beginning of the year
Balance at the beginning of the year 7 (202)
Compromise with creditors -- 279
Cash and cash equivalents at end of year 10 078 7
Audited Audited
31 Aug 31 Aug
2003 2002
Net asset value per ordinary share (cents) 4.85 (0.24)
Net tangible asset value per ordinary share (cents) 4.85 (0.24)
Earning per ordinary share (cents) 0.39 3.20
Headline earnings /(loss) per ordinary share 0.39 (0.35)
Diluted earnings per ordinary share 0.38 3.20
Diluted headline earnings /(loss) per ordinary share 0.38 (0.35)
* The net asset value per ordinary share and the net tangible asset value per
ordinary share is based on the number of ordinary shares in issue at year-
end of 580 750 000 (2002: 78 020 000) and net assets of R 28 194 467
(2002: net liabilities of R 189 389).
* The calculation of earnings per ordinary share is based on net profit
attributable to ordinary shareholders of R 1 661 567 (2002: R 2 496 321)
and a weighted average of 424 382 466 (2002: 78 020 000) ordinary shares in
issue during the year. (During the previous financial year a compromise in
terms of Section 311 of the Companies Act was accepted by the creditors of
the Company, sanctioned by the High Court of South Africa (Transvaal
Provincial Division) and registered by the Registrar of Companies, thus
rending the Company solvent).
* The calculation of diluted earnings per ordinary share is based on net
profit attributable to ordinary shareholders of R 1 661 567 (2002:
R 2 496 321) and a weighted average diluted number of ordinary shares of
433 222 459 (2002: 78 020 000) in issue during the year.
* The calculation of the headline earnings/(loss) per ordinary share is based
on headline earnings/(loss) attributable to ordinary shareholders of
R1 661 567 (2002 - Loss: R 275 330) and a weighted average of 424 382 466
(2002: 78 020 000) ordinary shares in issue during the year.
* The calculation of diluted headline earnings/(loss) per ordinary share is
based on headline earnings/(loss) attributable to ordinary shareholders of
R 1 661 567 (2002 - Loss: R 275 330) and a weighted average diluted number
of ordinary shares of 433 222 459 (2002: 78 020 000) in issue during the
year.
COMMENTARY
1. Overview
* On 30 September 2003, AVSA Management Limited took control of
Dectronic Holdings Limited and changed the name to AVASA Holdings
Limited.
* AVSA Management Limited is part of the Active Value group of
companies. Active Value Fund Managers Limited ("AV") is the investment
manager of the Active Value Funds and a leading UK and continental
European activist investment house. Brian Myerson and Julian Treger
are the owners of Active Value Advisors, the non-discretionary
investment advisors to AVFM. They are also the Joint Chairmen of
AVASA.
* During the year under review the following issues for cash were made:
* 275 000 000 ordinary shares at 1c per share
* 40 000 000 ordinary shares at 5c per share
* 100 000 000 ordinary shares at 10c per share
* 10 000 000 ordinary shares at 12c per share
* 75 750 000 ordinary shares at 14c per share
The above shares were issued to facilitate the change in control of
the Dectronic Holdings Limited cash shell, to raise cash and to
introduce new high profile and strategic shareholders to AVASA.
In terms of the change in control and the restructuring of Dectronic
Holdings Limited, 9 380 000 shares were issued at 2,57233 cents each
in settlement of a loan due to Gandalf Trust. The 7 400 000 shares
held by the Share Incentive Trust were cancelled, due to the
dissolution of the Dectronic Share Trust.
* As announced in a press release dated 9 April 2003, AVASA acquired
6,060,060 Sage Group Limited shares (the life assurance and financial
services group) at a price of R1.65 per share. AVASA also manages a
further R123m investment in Sage Group Limited on behalf of a
consortium of investors, for which it will receive a carried interest
participation of 20% of any gains realised.
* AVASA has entered into an agreement whereby, subject to certain
conditions, it will acquire the issued shares in and claims against
African Harvest Capital Holdings (Pty) Limited ("AHCH") for
consideration of R 121 957 500, with effect from 1 October 2003 ("the
proposed merger").
The purchase price will be settled by way of the issue of 871 125 000
ordinary AVASA shares in the company at an issue price of 14 cents per
share. AVASA"s directors are of the view that the merger of AVASA and
AHCH will strengthen the asset base of AVASA, as the new entity will
have three significant investments, namely the controlling interest in
the consortium holding a 20% interest in Sage Group Limited, a 1.5%
interest in Airports Company South Africa Limited (the National
Airports Authority) and an effective 5% interest in Uthingo Management
Limited, which manages South Africa"s national lottery.
AVASA will benefit from enhanced cash resources as a result of the
proposed merger and will thus be better positioned to follow its
activist investment strategy. In addition, AVASA"s status as a black
empowerment company will be well entrenched with its empowerment
shareholding being in excess of 60% as a result of the proposed
merger.
2. Accounting
* The financial statements are prepared in accordance with South African
Statements of Generally Accepted Accounting Practice and are
consistent in all material respects with those applied in the previous
year.
* Report of the independent auditors: the annual financial statements
have been audited by the company"s auditors, Compendium (Pretoria)
Incorporated, who have issued an unqualified report. A copy of their
report is available for inspection at the registered office of the
company.
By order of the Board
Sandton
6 November 2003
Brian Myerson Andrew Bonamour
Joint Executive Chairman Chief Investment Officer
Transfer Secretaries: Registered Office:
Computershare Limited 1st Floor, Eastwood
70 Marshall Street 57 Sixth Road
Johannesburg Hyde Park
Directors:
B Myerson (Joint executive Chairman), J Treger (Joint executive Chairman),
Andrew Bonamour, Sandile Zungu (non executive)
Date: 06/11/2003 04:14:32 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
