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PROPER - UNAUDITED CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS ENDED 29
FEBRUARY 2004 AND RENEWAL OF CAUTIONARY
Proper Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1998/001940/06)
Share code PRO ISIN ZAE000027181
(`Proper` or `the company` or `the group`)
UNAUDITED ABRIDGED CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS ENDED 29
FEBRUARY 2004 AND RENEWAL OF CAUTIONARY
CONSOLIDATED INCOME STATEMENT
(Figures in R`000) Six months ended Year ended
29 Feb 28 Feb 31 Aug
2004 2003 2003
Unaudited Audited
Revenue 2 942 35 659 99 168
Cost of sales - (27 449) (85 932)
Gross profit 2 942 8 210 13 236
Other income 229 1 231 3 219
Operating expenses (6 930) (10 310) (22 623)
Loss before finance costs (3 759) (869) (6 168)
and taxation
Net finance costs (644) (1 552) (2 861)
Loss before taxation (4 403) (2 421) (9 029)
Taxation - - (22)
Net loss after taxation (4 403) (2 421) (9 051)
Outside shareholders` 94 (24) 15
interest
Net loss for the year (4 309) (2 445) (9 036)
Loss per ordinary share (14.01) (7.95) (29.39)
(cents)
Profit on disposal of non- (0.14) (0.28) -
current assets
Amortisation of goodwill - 0.12 0.54
Goodwill written off - 2.05 11.28
Headline loss per ordinary (14.15) (6.06) (17.57)
share (cents)
Shares in issue - weighted 30 746 30 746 30 746
average (`000)
CONSOLIDATED BALANCE SHEET
(Figures in R`000) 29 Feb 28 Feb 31 Aug
2004 2003 2003
Unaudited Audited
ASSETS
Non-current assets 9 840 24 685 18 193
Tangible assets 9 819 18 686 17 270
Intangible assets - 4 525 40
Deferred tax assets - 265 703
Loans receivable 21 1 209 180
Current assets 507 7 353 5 177
Receivables and deposits 423 5 691 3 229
Financial assets - 685 -
Inventories - 5 14
Cash and cash equivalents 84 972 1 934
Total assets 10 347 32 038 23 370
EQUITY AND LIABILITIES
Capital and reserves 81 7 640 108
Issued capital 307 307 307
Share premium 4 794 5 866 5 866
Retained (4 959) 1 393 (12 619)
earnings/(Accumulated loss)
Revaluation reserve - - 6 521
Outside shareholders (61) 74 33
Non-current liabilities 9 325 12 297 11 685
Long-term liabilities 8 267 12 297 11 225
Deferred tax liabilities 460 - 460
Other loans payable 598 - -
Current liabilities 941 12 101 11 577
Accounts payable 919 6 124 5 038
Bank overdraft 22 5 977 6 539
Total equity and liabilities 10 347 32 038 23 370
Net asset value per share 0.46 24.61 0.24
(cents)
Net tangible asset value per 0.46 9.89 0.11
share (cents)
Shares in issue - closing 30 746 30 746 30 746
(`000)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Figures in R`000) Ordinary Share Accumulated Total
Share Premium Loss /
Capital Revaluation
Reserve
Balance at 01 Sep 2002 307 5 866 3 838 10 011
Net loss for the period - - (2 445) (2 445)
Balance at 28 Feb 2003 307 5 866 1 393 7 566
Net loss for the period - - (6 591) (6 591)
Revaluation of land and - - (900) (900)
buildings
Balance at 31 Aug 2003 307 5 866 (6 098) 75
Adjustment for - (1 072) 11 969 10 897
subsidiaries not
consolidated
Revaluation of land and - - (4 309) (4 309)
buildings
Net loss for the period - - (6 521) (6 521)
Balance at 29 Feb 2004 307 4 794 (4 959) 142
CONSOLIDATED CASH FLOW STATEMENT
(Figures in R`000) Six months ended Year ended
29 Feb 2004 28 Feb 2003 31 Aug 2003
Unaudited Audited
Cash flows from operating (4 820) (4 044) (3 868)
activities
Cash received from clients 5 710 * 104 392
Cash paid to suppliers and (9 921) * (105 867)
employees
Cash utilised by operations (4 211) * (1 475)
Net finance costs (644) * (2 861)
Taxation paid 35 * 468
Cash flows from investing 11 941 850 2 135
activities
Acquisition of equipment and (82) * (35)
vehicles
Reduction in intangible assets 40 * -
Proceeds on the disposal of 226 * 410
fixed assets
Net cash reduction in 11 598 * -
investment (not consolidated
in)
Acquisition of financial - * 685
assets
Decrease/(increase) in loans 159 * 1 075
receivable
Cash flows from financing (2 454) 2 623 1 562
activities
Decrease in outside (94) * (15)
shareholders` interest
Long term liabilities raised (2 958) * 1 577
Other loans raised 598 * -
(Decrease)/increase in cash 4 667 (571) (171)
and cash equivalents
Cash and cash equivalents at (4 605) (4 434) (4 434)
beginning of period
Cash and cash equivalents at 62 (5 005) (4 605)
end of year
* Comparative figures for 28 February 2003 are not available due
to the change in control
Commentary
The interim results for the six months ended 29 February 2004 reflect the
ongoing restructuring of the group. The financial treatment of certain
subsidiaries, as indicated below, may result in inconsistencies in respect of
direct year-on-year comparisons.
Further to the announcement released on 7 May 2004, shareholders are advised
that the offer of compromise in terms of Section 311 of the Companies Act, 1973
(as amended) (`the Act`) (`S311 offer`) to the creditors of Proper was
sanctioned by the High Court on 8 June 2004. Having occurred after the end of
the period under review, the financial effect of the S311 offer, which
effectively restored the company to solvency at the date of the sanctioning of
the compromise offer, is not reflected in the reported financial position of the
company.
With regard to group subsidiaries, Propermark (Pty) Ltd (`Propermark`) was
placed into liquidation on 8 June 2004. The board has subsequently decided to
place Proper Management (Pty) Ltd (`Properman`) and its subsidiaries, all of
which are either non-operational or dormant, into voluntary liquidation. As a
consequence of the above, permission was obtained from the Registrar of
Companies in terms of Section 291 of the Act to not consolidate Propermark and
Properman into the group results on the grounds that it would be misleading to
shareholders. Properboer Properties (Pty) Ltd (`Properprops`) was placed in
provisional liquidation on 23 June 2004, following an urgent application by a
creditor. The financial results for Properprops are, however, included in the
consolidated figures for the group for the interim period under review as
permission for exclusion could not be obtained in time from the Registrar. The
fixed assets of Properprops have been written down to their estimated net
realisable value.
Shareholders are referred to the accompanying cautionary announcement in respect
of the ongoing restructuring of the group.
Accounting policies
The accounting policies of the Group comply in all material respects with South
African Statements of Generally Accepted Accounting Practice and the Companies
Act of 1973 and are consistent with those applied during the previous financial
period.
Dividend
No dividend has been declared or recommended for the interim period.
RENEWAL OF CAUTIONARY
Shareholders are advised that the ongoing restructuring of the company and its
subsidiaries may have a material effect on the price at which the company`s
securities trade on the JSE Securities Exchange South Africa and are therefore
advised to continue exercising caution when dealing in the company`s securities
until a further announcement is made.
For and on behalf of the board
KJ Gribnitz
Director
29 June 2004
Directors: KJ Gribnitz, JP Nel, PE du Preez, C Badenhorst
Transfer secretaries Registered address
Computershare Investor Services Mirkwood Estate, Klipkop -
2004 (Pty) Ltd JR 396, Gauteng
Corporate Advisor Restructuring Advisor Sponsor
Radagast Capital (Pty) Ltd Gandalf Trust River
Sponsors (Pty) Ltd
Date: 30/06/2004 09:55:06 AM Produced by the JSE SENS Department
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