| Tue 31 Aug 2004, 8:50 | | MILKWORX TRANSACTION UPDATE |
|
ACUITY - MILKWORX TRANSACTION UPDATE,
ABRIDGED AUDITED FINANCIAL RESULTS FOR THE 15 MONTHS ENDED 30 JUNE
2004 AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
ACUITY GROUP HOLDINGS LIMITED
(Registration number 1998/011074/06)
Share code: ACY ISIN: ZAE000018149
(`Acuity` or `the company` or `the group`)
MILKWORX TRANSACTION UPDATE, ABRIDGED AUDITED FINANCIAL RESULTS FOR THE 15
MONTHS ENDED 30 JUNE 2004 AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Update on the acquisition of Avondale Ice Cream (Pty) Ltd and SA Roux and
the CPM Trust t/a Cream Star Ice Cream and Related Matters (`the transaction`)
Further to the SENS announcements dated 23 June 2003 and 9 December 2003 and the
directors` reports in the financial statements dated 15 January 2004 and 29 June
2004, Radagast Capital (Pty) Ltd and River Sponsors (Pty) Ltd are authorised to
announce that the circular to shareholders regarding the acquisition of Avondale
Ice Cream (Pty) Ltd and the Cream Star partnership and related matters was
posted on Wednesday, 25 August 2004. Copies of the circular, which contains,
inter alia, details on the businesses and assets being acquired, the
consideration for the acquisition and the disposal of the company`s existing
businesses and the opinions expressed by the independent professional expert to
the transaction, may be obtained during normal business hours from the company,
Mirkwood Estate, Klipkop, Gauteng, JR396 or the offices of the Designated
Advisor, River Sponsors (Pty) Ltd, Block C, First Floor, Parc Nouveau, 225 Veale
Street, Brooklyn, 0181 up to and including Thursday, 16 September 2004.
Shareholders are advised that members holding 59% of the votes have provided
irrevocable undertakings to vote in favour of the transaction.
Shareholders are requested to note that the International Securities
Identification Number (`ISIN`) appearing in the revised listing particulars
forming part of the circular has been updated. The new ISIN number in respect
of the company post implementation of the transaction will be ZAE000058020.
The salient dates pertaining to the transaction are set out below.
Shareholders` attention is specifically drawn to the fact that the general
meeting to approve the transaction will take place at 10:00 on Thursday, 16
September 2004 at Upper Floor, Sihotha House, Gazelle Close, Corporate Park, Old
Pretoria Road, Midrand.
Salient dates
Last day for lodging proxy forms for Acuity Wednesday, 15 September 2004
general meeting (`GM`) (by 10:00)
Acuity GM (10:00)* Thursday, 16 September 2004
Announcement Acuity GM results, dates for Thursday, 16 September 2004
name change and transfer to AltX on SENS
(and in the press on Friday, 17 September)
Last day to dematerialise or rematerialise Thursday, 23 September 2004
Acuity shares
Last day to trade in Acuity ordinary shares Thursday, 23 September 2004
Abridged pre-listing statement published on Thursday, 23 September 2004
SENS
Listing of new ordinary shares, change of Monday, 27 September 2004
name to Milkworx and commencement of
trading in Milkworx shares
Record date Friday, 1 October 2004
Safe custody accounts of dematerialised Monday, 4 October 2004
shareholders updated at their CSDP or
broker so as to reflect change of name of
Acuity
New share certificates reflecting change of Monday, 4 October 2004
name posted to certificated shareholders
who have surrendered their documents of
title by Friday, 1 October 2004 (or failing
such surrender, within five business days
of the date of surrender) on or about:
* The general meeting will take place at 10:00 on Thursday, 17 September 2004
and not at 12:00 as indicated in the salient dates set out in the circular.
2. ABRIDGED FINAL AUDITED CONSOLIDATED FINANCIAL STATEMENTS for the 15 months
ended 30 June 2004
AUDITED CONSOLIDATED BALANCE SHEET
(Figures in R`000) As at As at
30 Jun 31 Mar
2004 2003
ASSETS
Noncurrent assets 822 474
Fixed assets - 361
Deferred taxation 822 -
Loans receivable - 113
Current assets 5 460 2 715
Accounts receivable and deposits 5 458 2 207
Taxation - 100
Cash and cash equivalents 2 408
Total assets 6 282 3 189
EQUITY AND LIABILITIES
Capital and reserves 5 427 (974)
Share capital 6 130 6 130
Non-distributable reserve 14 408 14 517
Accumulated profits/(losses) (15 111) (21 621)
Non-current liabilities 210 2 042
Interest bearing liabilities - 138
Loans payable 210 635
Amounts due to group companies - 1 269
Current liabilities 645 2 121
Accounts payable and provisions 645 2 021
Current portion of interest- - 83
bearing liabilities
Bank overdraft - 17
Total equity and liabilities 6 282 3 189
Net asset value per share (cents) 5.0 (0.9)
Net tangible asset value per 5.0 (0.9)
share (cents)
Shares in issue - closing (`000) 108 315 108 315
AUDITED CONSOLIDATED INCOME STATEMENT
(Figures in R`000) For the For the
15 months 12 months
ended ended
30 Jun 31 Mar
2004 2003
Revenue and other income 5 989 5 815
Operating costs (296) (6 565)
Operating profit/(loss) before 5 693 (750)
interest and taxation
Net interest received (paid) (5) 30
Net profit/(loss) before taxation 5 688 (720)
Taxation 822 -
Net profit/(loss) for the period 6 510 (720)
Reconciliation between earnings
and headline earnings
Earnings/(loss) per share (cents) 6.0 (0.7)
Loans written-off (0.3) 0.2
Profit on sale of subsidiaries (0.7) -
Profit on sale of fixed assets (0.2) -
Headline earnings/(loss) (cents) 4.8 (0.5)
Shares in issue - weighted (`000) 108 315 108 315
AUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Figures in Share Share Non- Accumulated Total
R`000) capital premium distributable profit
reserve
Balance at 01 1 083 5 047 14 517 (20 901) (254)
Apr 2002
Net loss for the - - - (720) (720)
period
Balance at 01 1 083 5 047 14 517 (21 621) (974)
Apr 2003
Sale of - - (109) - (109)
subsidiaries
Net profit for - - - 6 510 6 510
the period
Balance at 30 1 083 5 047 14 408 (15 111) 5 427
Jun 2004
AUDITED CONSOLIDATED CASH FLOW STATEMENT
(Figures in R`000) For the For the
15 months 12 months
ended 30 Jun ended 31 Mar
2004 2003
Cash flows from operating (407) 340
activities
Cash receipts from customers 38 8 038
Cash paid to suppliers and (440) (7 728)
employees
Cash utilised in operating (402) 310
activities
Interest received - 45
Interest paid (5) (15)
Cash flows from investing (32) (331)
activities
Cash flow to maintain activities
Furniture, fittings and - (237)
equipment acquired
Plant and equipment sold 127 -
Cash flow to expand activities
Advances 240 (94)
Proceeds of disposal of (399) -
investments (net of cash disposal
of)
Cash flow from financing 50 437
activities
Increase in/(payments on) vendors - (250)
loans
Proceeds from long-term - 221
borrowings
Loans raised/(repaid) 50 466
Increase/(Decrease) in cash and (389) 446
cash equivalents
Cash and cash equivalents at 391 (55)
beginning of the year
Cash and cash equivalents at end 2 391
of the year
Commentary
Acuity`s annual financial results for the 15 months to 30 June 2004 were audited
by Compendium (Pretoria) Incorporated, whose unqualified report is available for
inspection at the company`s registered office.
The main feature of the annual results, as it was at the 12-month interim stage,
is the management fee from Avondale and Cream Star that has accrued to Acuity
for the 12 months from the transaction`s effective date. This management fee of
R4.604 million was raised on the basis of the controlling shareholders`
undertaking to vote in favour of the transaction. Other significant gains for
the period related to the sale of investments and assets and the writing off of
the shareholder`s loan. Pre-tax profits for the period amounted to R5.688
million (2003: loss of R0.720 million), with earnings after tax, after providing
for deferred tax, at R6.510 million (2003: loss of R0.720 million). This was
equivalent to earnings of 6.0 cents per share (`cps`) (2003: loss of 0.7 cps) on
an attributable basis or 4.8 cps (2003: loss of 0.5 cps) on a headline basis.
As with the interim results, shareholders should take care when interpreting
these figures. If the management fee is excluded from headline earnings, a more
comparative headline loss of 0.2 cps is calculated (2003: loss of 0.5 cps).
Alternatively, on a pro forma fully diluted basis (that is taking into account
the weighted average number of shares to be issued to the vendors of the
businesses to be acquired), headline earnings amounted to 0.9 cps. Management
regards this measure, albeit based on a pro forma adjustment to the audited
profit figures, as a more appropriate indication of the performance of Acuity
after the transaction.
All remaining subsidiaries were sold during the period under review and
shareholders will also be asked to ratify the agreements for the sale of all
these subsidiaries at the general meeting referred to above.
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 and are consistent with those applied during the previous financial period.
Dividend
No dividend has been recommended or declared for the interim period.
3. Withdrawal of Cautionary Announcement
Shareholders are referred to the trading update and cautionary announcement
published on SENS on 25 August 2004 and are advised that, following the
publication of these results, they no longer need exercise caution when dealing
in the company`s securities.
For and on behalf of the board
KJ Gribnitz
Director
30 August 2004
Directors: KJ Gribnitz, JP Nel, PE du Preez, SA Roux
Transfer secretaries Registered address
Computershare Services Investor Mirkwood Estate, Klipkop - JR 396, Gauteng
Services 2004 (Pty) Ltd
Corporate Advisor Sponsor
Radagast Capital (Pty) Ltd River Sponsors (Pty) Ltd
Date: 31/08/2004 07:00:09 AM
Produced by the JSE SENS Department
