| Fri 2 Jul 2004, 9:12 | | Level 4 acquisition |
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CASEY INVESTMENT HOLDINGS LIMITED - UNAUDITED RESULTS FOR YEAR ENDED 29 FEBRUARY
2004, CHANGE IN CONTROL, ALTX TRANSFER AND CAUTIONARY ANNOUNCEMENT
Casey Investment Holdings Limited
(Registration No: 1998/016433/06)
Share code: CSY ISIN code: ZAE000016127
(`Casey` or `the company`)
UNAUDITED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2004, CHANGE IN CONTROL AND
WITHDRAWAL OF RELATED CAUTIONARY ANNOUNCEMENT, INTENDED TRANSFER TO THE
ALTERNATIVE EXCHANGE (`ALTX`) AND CAUTIONARY ANNOUNCEMENT
Balance Sheet
Unaudited Reviewed Audited
for the for the 6 for the
year months year
ended ended ended
29 31 28
February August February
2004 2003 2003
R`000 R`000 R`000
ASSETS
Non-current assets -- 2 050 1 675
Current assets 37 2 524 7 944
Inventories -- 431 898
Inter-group debtors 34 943 909
Accounts Receivable -- 1 150 6 113
Cash and cash equivalents 3 - 24
Total assets 37 4 574 9 619
EQUITY AND LIABILITIES
Capital and reserves (7 246) (5 474) (3 993)
Share Capital and Premium 23 573 23 573 23 573
Accumulated deficit (30 819) (29 047) (27 566)
Non-current liabilities 4 338 2 271 2 248
Borrowings - non interest 4 338 2 271 2 248
bearing
Current liabilities 2 945 7 777 11 364
Accounts payable 2 945 3 406 6 859
Bank overdraft -- 4 371 4 505
Total equity and liabilities 37 4 574 9 619
Ordinary shares in issue at 74 980 74 980 74 980
period end
Net asset value per share (9.7) (7.3) (5.3)
(cents)
Net tangible asset value per (9.7) (7.3) (5.3)
share (cents)
Income Statement
Unaudited Reviewed Audited
for the for the 6 for the
year months year
ended ended ended
29 31 28
February August February
2004 2003 2003
R`000 R`000 R`000
Revenue 33 499 32 925 27 078
EBITDA (2 371) (1 002) (3 717)
Write off of Goodwill -- -- 3 708
Loss on disposal of assets 295
Depreciation 137 137 599
Operating loss before (2 803) (1 139) (8 024)
finance charges and tax
Finance Charges 450 342 767
Net loss before taxation (3 253) (1 481) (8 791)
Taxation -- -- --
Net profit for the period (3 253) (1 481) (8 791)
Calculation of headline
earnings
Net loss for the year (3 253) (1 481) (8 791)
Adjustments for:
Write off of investment 2 091 -- --
Loss on disposal of asset 295
Amortisation of goodwill - 3 708
Headline loss for the period (867) (1 481) (5 083)
Weighted average shares in 74 980 74 980 74 980
issue
Loss per share ordinary (4.3) (2.0) (39.3)
share (cents)
Headline loss per share (1.2) (2.20) (22.8)
(cents)
Abridged Cash Flow Statement
Unaudited Reviewed Audited
for the for the 6 for the
year months year
ended ended ended
29 31 28
February August February
2004 2003 2003
R`000 R`000 R`000
Net cash inflow/(outflow) 2 284 599 (2 238)
from operating activities
Net cash inflow/(outflow) 68 (511) (230)
from investing activities
Net cash inflow from 2 022 23 4 434
financing activities
Net increase in cash and 4 374 111 1 957
cash equivalents
Bank overdraft at beginning (4 371) (4 482) (6 439)
of period
Cash and cash equivalents at 3 (4 371) (4 482)
end of period
Statement of Changes in Equity
Share Share Accumulat Total
Capital premium ed loss
R`000 R`000 R`000 R`000
Balance at 28 February 831 20 757 (18 775) 2 813
2002
Issue of shares (756) 2 741 1 985
Loss for the year -- -- (8 791) (8 791)
Balance at 28 February 75 23 498 (27 566) (3 993)
2003
Loss for the year -- -- (3 253) (3 253)
Balance at 29 February 75 23 498 (30 819) (7 246)
2004
COMMENTARY
The directors of Casey announce the unaudited annual results for the year ended
29 February 2004. The accounting policies adopted for purposes of this annual
report comply, and have been consistently applied in all material respects, with
South African Statements of Generally Accepted Accounting Practice (GAAP).
Results
The former board of directors of Casey in conjunction with its former major
shareholder, Black Information Technology Empowerment Company Limited
(`Blitec`), had decided to close down all divisions with effect from 31 August
2003. During the past twelve months, the former directors had examined various
initiatives to revitalise Casey`s business operations and return the Group to
profitability. All staff members had been retrenched. Under the direction of
Blitec, all the assets were realised. Blitec were in the process of concluding
an offer of compromise with the creditors of all of Casey`s subsidiaries, which
offer was withdrawn in February 2004. With regard to the balance sheet, long
term borrowings relate to a non interest bearing shareholder loan, whilst
accounts payable relate to a subsidiary of Casey to which the holding company is
not exposed in terms of sureties or guarantees. Shareholders are referred to
the change in control and prospects paragraphs below.
Change in control, waiver of offer to minorities and withdrawal of related
cautionary announcement
The prior negotiations as announced on 18 December 2003 regarding the sale of
Blitec`s 87.27% equity interest in the Casey shell to a third party fell
through. Following the cautionary announcements published on 30 March 2004 and
26 May 2004, shareholders are advised that the directors of Level 4 Group
Holdings Limited (`Level 4`) have acquired indirect control of 75% of Casey as
well as Blitec`s loan account claims against Casey, with effect from 01 March
2004 for a purchase consideration of R75 000. The Level 4 directors acquired 56
234 723 shares at a cost of 0,133 cents per share. An offer to minority
shareholders has been waived by the Securities Regulation Panel on the basis of
the de minimus rule.
Blitec have retained a shareholding of approximately 12% in Casey. Blitec hold
a 30% shareholding in SAP Public Services (Pty) Ltd and a mutually beneficial
relationship between Level 4 and Blitec is anticipated.
Transfer to AltX and listing of Level 4
The listing of Level 4 on AltX has been approved by the AltX Advisory Committee
ahead of the acquisition of control of Casey, subject to JSE approval. Level 4
is involved in the same business as Casey, namely broad based IT solutions and
outsourcing. It is the intention of Level 4 to introduce their business and
contracts directly into Casey without any dilution to minority shareholders of
Casey. Should this structure not be acceptable to the AltX Advisory Committee
shareholders will be advised of the alternative structure and should therefore
exercise caution when dealing in their securities. An announcement on the
status and date of transfer of the listing to AltX will be made in due course.
Dividends
No dividend has been declared for the year ended 29 February 2004.
Prospects
Level 4 has been in business for a number of years, is profitable and has a
strong SMME client base with an annuity income stream in terms of signed service
level agreements or licence fees. Additional ad-hoc services and computer
supplies are provided to the client base. The intention is to grow the business
both organically and through the acquisition of similar IT outsourcing companies
with a high proportion of annuity income.
Board and statutory changes
Messrs D Khumalo and S Singh have resigned from the board of Casey with effect
from 17 December 2003 as previously announced. Messrs JC Herbst, D Cameron and
K Chelius are appointed with effect from 30 June 2004. YT Moerane will remain
on the board as a non-executive director.
Arcay Client Support (Pty) Ltd (Registration number 1998/025284/07) have been
appointed as company secretary with effect from 30 June 2004 and the company`s
registered and postal address have changed as follows:
Physical Postal
Arcay House PO Box 62397
Number 3 Anerley Road Marshalltown
Parktown 2107
2193
The company has also changed its year end to 31 August each year.
Cautionary announcement
In addition to the caution advised in relation to the transfer to AltX,
shareholders are advised that the company is in negotiations which could affect
the price at which the company`s securities are traded. Accordingly,
shareholders are advised to exercise caution when dealing in their securities.
By order of the Board
YT Moerane
Acting Chief Executive Officer
30 June 2004
Johannesburg
Registered Office
Arcay House, Number 3 Anerley Road,
Parktown, Johannesburg, 2193
PO Box 62397, Marshalltown,
Johannesburg, 2107
Directors
YT Moerane, JC Herbst, D Cameron, K Chelius
Sponsor Transfer Office
Arcay Group Limited Computershare Limited
Date: 01/07/2004 08:30:09 AM Produced by the JSE SENS Department
