| Fri 15 Oct 2004, 17:29 | | RESULTS FOR THE YEAR ENDED 30 JUNE |
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GILBOA - PRELIMINARY REVIEWED RESULTS FOR THE YEAR ENDED 30 JUNE
2004 AND FURTHER CAUTIONARY ANNOUNCEMENT
GILBOA PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
Share code: GLB ISIN No: ZAE000010286
(`Gilboa` or `the company`)
PRELIMINARY REVIEWED RESULTS FOR THE YEAR ENDED 30 JUNE 2004 AND
FURTHER CAUTIONARY ANNOUNCEMENT
GROUP BALANCE SHEETS
Reviewed Reviewed Audited
30 Jun 2004 31 Dec 2003 30 Jun 2003
ASSETS R`000 R`000 R`000
Non-current assets 12 925 12 739 6 363
Property, equipment and vehicle 7 040 5 941 6 363
Goodwill 5 845 6 487 --
Deferred taxation -- 6 --
Unsecured loans 40 305 --
Current assets 11 198 6 279 580
Cash and cash equivalents 27 431 7
Inventories 9 187 4 818 --
Short term receivables 9 -- 571
Trade and other receivables 1 975 1 030 2
Total assets 24 123 19 018 6 943
EQUITY AND LIABILITIES
Capital and reserves 1 379 3 536 (7 429)
Non-current liabilities 4 305 4 763 6 221
Interest bearing long-term 4 304 3 794 6 221
liabilities
Interest free long term - -- 969 --
liabilities
Deferred taxation 1 -- --
Current liabilities 18 439 10 719 8 151
Short-term loans 1 143 653 280
Bank overdraft 3 706 1 327 --
Accounts and other payables 8 303 3 535 3 006
Provisions 4 353 4 353 4 353
Taxation payable 646 851 512
Secured loans - short term 288 -- --
portions
Total equity and liabilities 24 123 19 018 6 943
Number of shares in issue (`000) 628 597 301 191 301 191
Net asset value per share (cents) 0.22 1,17 (2,5)
Tangible net asset value per (0.71) (0,98) (2,5)
share (cents)
Fully diluted shares in issue 628 597 628 597 354 523
(`000)
Diluted net asset value per share 0.22 0,56 (2,1)
(cents)
Diluted tangible net asset value (0.71) (0,47) (2,1)
per share (cents)
GROUP INCOME STATEMENTS
Reviewed Reviewed Audited
Year Six months Year
ended ended ended
30 Jun 2004 31 Dec 2003 30 Jun 2003
R`000 R`000 R`000
Revenue 22 340 10 561 2 358
Operating expenses (24 784) (10 746) (3 829)
Net operating loss (2 444) (185) (1 471)
Profit on disposal of 2 120 2 173 --
subsidiaries
Loss on disposal of assets (94) (109) --
Amortisation of goodwill (590) (282) --
Provision for guarantee -- -- (4 353)
Reversal of impairment 103 -- --
Impairment loss -- -- (303)
Mining rights written off -- -- (7 485)
Profit on foreign exchange 531 -- --
(Loss)/profit before finance (372) 1597 (13 612)
charges
Finance charges (841) (342) (1 314)
(Loss)/profit before taxation (1 215) 1 255 (14 927)
Taxation 23 (290) (205)
Net (loss)/profit for the period (1 192) 965 (15 132)
Reconciliation between loss and
headline loss
Net (loss)/profit for the period (1 192) 965 (15 132)
Profit on disposal of (2 120) (2 173) --
business/subsidiary
Loss on disposal of assets 94 109 --
Amortisation of goodwill 590 282 --
Mining rights written off -- -- 7 485
Guarantee called up -- -- 4 353
Decrease in the value of -- -- 630
investment property
Headline loss (2 628) (817) (2 663)
Weighted average shares in issue 438 592 301 191 298 423
(`000)
(Loss)/earnings per share for (0.27) 0,32 (5,07)
period (cents)
Headline loss per share for (0.60) (0,27) (0,89)
period (cents)
Fully diluted weighted average 628 597 628 597 351 755
shares in issue (`000)
Diluted (loss)/earnings per share (0.19) 0,15 (4,28)
for period (cents)
Diluted headline loss per share (0.42) (0,13) (0,73)
for period (cents)
STATEMENT OF CHANGES IN EQUITY
Share Share Shares to Accumulated Total
capital premium be issued losses
R`000 R`000 R`000 R`000 R`000
Balance 30 June 2002 2 846 56 024 -- (57 680) 1 190
Net loss for the -- -- -- (15 131) (15 131)
year
Issue of share 166 1 013 -- -- 1 179
capital
Capitalisation of
loans through the
issue of 53 331 990 -- -- 5 333 -- 5 333
new shares after
year end at 10 cents
per share
Balance 30 June 2003 3 012 57 037 5 333 (72 811) (7 429)
Net profit for the -- -- -- (1 192) (1 192)
year
Shares issued for
capitalisation of 533 4 800 (5 333) -- --
loans
Shares issued for 2 741 7 259 -- -- 10 000
acquisitions
Balance 30 June 2004 6 293 69 155 -- (74 003) 1 379
ABRIDGED CASH FLOW STATEMENTS
Reviewed Reviewed Audited
30 Jun 2004 31 Dec 2003 30 Jun 2003
R`000 R`000 R`000
Cash outflows from operating (3 619) (4 038) (1 924)
activities
Cash inflows from investing 2 951 5 790 --
activities
Cash flows from financing (2 269) (2 008) 1 908
activities
Net decrease in cash and cash (2 937) (256) (16)
equivalents
Cash and cash equivalents - 8 8 24
beginning of period
Cash acquired in subsidiary (662) (648) --
Cash and cash equivalents at (3 591) (896) 8
end of period
COMMENTARY
The directors are pleased to present the preliminary reviewed
results for the year ended 30 June 2004. The accounting
policies adopted for purposes of this report comply, and
have been consistently applied in all material respects,
with South African Statements of GAAP. The results were
reviewed by TAG Inc. and reported on without
qualification. Their report is available for inspection
at the registered office of the company.
RESULTS
The results presented for the year under review show a much
improved situation from the prior year following the
acquisition of Absolute Tiles (Pty) Ltd, which company`s
results are incorporated with effect from August 2003.
The substantial increase in revenue is primarily as a
result of revenue derived from the wholesale and retail
of tiles, both locally and internationally. Absolute
Tiles imports and sells tiles to contractors and the
general public from three retail outlets. These outlets
are situated in the east of Pretoria, Fourways in
Johannesburg with the third outlet opened in Cape Town in
April 2004. The majority of the costs of the launch of
the Cape Town branch have been expensed and the branch
moved through its break-even position in June 2004,
whereafter it has also become profitable.
Absolute Tiles has secured the supply of the main floor tiles for
the national upgrade of all Nissan Car Dealerships, to be
implemented over a 48 month period. The same tile has
also been specified for all other Nissan branches in
Southern Africa. The first flagship installation
commenced towards the end of the financial year as the
start of a roll-out program planned for the coming
financial year.
Various options have been considered for the development or
disposal of Stand 315, which is incurring holding costs
at present. In addition, significant costs have been
incurred in the holding company over the past year in
relation to corporate action and efforts to get the
company back to a solvent and viable position. These
costs are not expected to be as high going forward.
Sale of Gilboa House
At the general shareholders meeting held on 13 November 2003,
Gilboa shareholders unanimously approved the sale of
Gilboa House to BOE Bank as settlement of all Gilboa`s
debts to the bank.
Acquisition of Stand 315 Waterkloof Ridge (Pty) Ltd (`Stand 315`)
Gilboa acquired 100% of the shares and loans in Stand 315 for R3
674 000 from one of the Gilboa directors, Ms. E. J. F. de
Beer with effect from 30 June 2003. This transaction was
fully described in a circular to shareholders dated 28
October 2003 and unanimously approved by shareholders at
the general meeting held on 13 November 2003. The
purchase consideration has been settled by a cash payment
of R200 000, a loan owing of R1 474 000 payable from
proceeds of the development of Stand 315 and the issue
and allotment of 74 074 074 Gilboa shares.
Acquisition of Absolute Tiles (Pty) Ltd (`Absolute Tiles`)
On the 04 August 2003 Gilboa acquired 100% of the shares and loan
accounts of Absolute Tiles from Mr. Jan Serfontein, a
Gilboa non-executive director and four other parties.
This transaction was also fully described in a circular
to shareholders dated 28 October 2003 and unanimously
approved by shareholders at the general meeting held on
13 November 2003. The purchase consideration was settled
by the issue of 200 000 000 Gilboa shares at 4 cent a
share.
The Absolute Coleccion (Proprietary) Limited (`Absolute Coleccion`)
Absolute Tiles has a 49% shareholding in Absolute Coleccion. The
controlling share of 51% is held by the BEE Company,
Calulo Investments (Proprietary) Limited (`Calulo`). The
51% share was sold to Calulo at par value in return for a
commitment from Calulo to provide funding for certain
prospecting and mining operations for slate, dimensional
stone and/or quartzite mining opportunities.
Shareholders are also referred to future prospects below.
Sale of Prime Address (Proprietary) Limited and Hillcrest Village
(Proprietary) Limited
Gilboa sold its subsidiaries Prime Address and Hillcrest Village to
Future Minerals Investments (Proprietary) Limited. Both
these companies` liabilities exceed its assets and all
risks relating to such liabilities were taken over by the
purchaser on 14 November 2003. This resulted in the
profit on disposal of subsidiaries.
General
The balance sheet of the group at 30 June 2004 indicates that the
current liabilities exceed the current assets by an
amount of R7 591 945. Of this amount R4 353 355 relates
to a guarantee provided to the IDC in relation to a
former subsidiary and the company is in ongoing
negotiations with the IDC to settle the guarantee.
Aside from the claim against the former subsidiary in liquidation,
a decision has been made to pursue the former
subsidiary`s directors for recovery of assets and/or a
settlement and to institute criminal proceedings against
the former subsidiary`s directors.
FUTURE PROSPECTS AND SUBSEQUENT EVENTS
With the acquisition of Absolute Tiles now fully integrated, the
group is also experiencing growth and generating profits
on a monthly basis.
Acquisition of remaining 51% of Absolute Coleccion
Calulo have sold their 51% stake in Absolute Coleccion for a
purchase consideration of R12 000 000 to be settled by
the issue of 100 000 000 shares in Gilboa at 12 cents per
share. This transaction is subject to shareholder
approval and a separate circular will be sent to
shareholders in due course once the Competent Persons
Report, which has been submitted to SAMREC for final
approval in October 2004, is finalised.
Absolute Coleccion, has in association with Calulo, secured a
cession of mineral rights to a diamond quartzite mine at
Lekkersing, on which the Competent Persons Report
mentioned above has been prepared and details of which
will be included in the circular to shareholders.
In addition, Absolute Coleccion is awaiting approval of mining
licences at two slate quarries, has secured an option on
Taung marble and has secured an interest in picture
stone. All quarried stone will be beneficiated at the
mines and will be distributed through Absolute Tiles as
well as sold into export markets.
Change of name and intended application to the Alternative Exchange
(`AltX`)
The company intends changing its name to Absolute Holdings Limited,
details of which will be included in the circular to
shareholders. The company is also considering the
application for the transfer of the company`s listing to
AltX within the next year.
DIVIDENDS PAID AND RECOMMENDED
No dividends were paid or declared during the accounting period
under review and none are recommended at this stage
(2003: nil).
SHARE CAPITAL
During the year shares for the capitalisation of shareholder and
director loan accounts amounting to R5 333 199 through
the issue of 53 331 990 shares at 10 cents each, as
approved at the annual general meeting held on 29 May
2003, have been issued as well as the shares for the
acquisitions of Absolute Tiles and Stand 315 as detailed
earlier, which acquisitions were approved at a general
meeting of shareholders on 13 November 2003.
DIRECTORS AND COMPANY SECRETARY
Mr AM Janse van Vuuren was appointed to the Board on 20 August 2003
as Chief Executive Officer. He replaced Mr ER de la
Pierre who later resigned from the Board on 13 November
2003. Ms R Storbeck was appointed as an interim
financial director from 05 February 2004 to 12 May 2004
and Mr G Sequeira, the Financial Director of Calulo, was
appointed as financial director on 14 May 2004. Ms L de
Beer resigned from the Board with effect from 1 October
2004.
Arcay Client Support (Pty) Ltd was appointed as company secretary
with effect from 13 November 2003.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement dated 13 August 2004,
shareholders are advised that the negotiations referred
to therein are still in progress. If successfully
concluded, these negotiations may have a material effect
on the price at which the company`s securities trade on
the JSE Securities Exchange South Africa and shareholders
should accordingly continue to exercise caution when
dealing in the company`s securities until a further
announcement is made in this regard.
By order of the board
AM Janse van Vuuren
15 October 2004
Company Secretary and Registered Office
Arcay Client Support (Pty) Ltd (Registration number 1998/025284/07)
Arcay House, Number 3 Anerley Road, Parktown, Johannesburg, 2193 (PO Box
62397, Marshalltown, 2107)
Directors
AM Sher* Chairman, AM Janse van Vuuren Chief Executive Officer, JJ
Serfontein*, GP Sequeira
(* Non-executive)
Sponsor Transfer Office
Arcay Group Limited Computershare Investor Services 2004 (Pty) Ltd
