| Fri 29 Oct 2004, 16:41 | | Update On Acquisition And Financials |
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Zenith - Update On Acquisition And Financials
Zenith Concessions Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/009012/06)
Share code: ZNT ISIN: ZAE000009064
(`Zenith` or `the company`)
UPDATE ON THE ACQUISITION OF JIGMINING (PTY) LTD AND ABRIDGED AUDITED FINANCIAL
RESULTS FOR THE YEAR ENDED 30 JUNE 2004
Update on the acquisition of Jigmining (Pty) Ltd (`Jigmining`) and related
matters (`the transaction`)
Further to the SENS announcements of 3 September 2003 and 2 June 2004, Radagast
Capital (Pty) Ltd and River Sponsors (Pty) Ltd are authorised to announce that
the circular to shareholders regarding the transaction was posted on Wednesday,
27 October 2004. The circular contains, inter alia, details on the company and
assets being acquired, the consideration for the acquisition, the consolidation
of existing shareholdings in order to facilitate the transaction, a mandatory
offer to shareholders equivalent to a current pre-consolidation share price of
0.49886 cents per share (`cps`) (`the offer`), the transfer to AltX, the change
of name of the company to Yomhlaba Resources Limited (`Yomhlaba`), the Black
Economic Empowerment status of the new group, and the opinions expressed by the
independent professional expert to the transaction. Copies of the circular may
be obtained, during normal business hours up to and including Thursday, 18
November 2004, from the company, Mirkwood Estate, Klipkop JR396, Gauteng, or
from the offices of the Designated Advisor, River Sponsors (Pty) Ltd, Block C,
First Floor, Parc Nouveau, 225 Veale Street, Brooklyn, Pretoria.
Shareholders are advised that the effective consolidation ratio will be 0.99771
consolidated Yomhlaba shares for every 4 existing Zenith shares (and not
0.997706:4 as indicated in the circular). The new International Securities
Identification Number in respect of the company post implementation of the
transaction will be ZAE000060281. In excess of 50% of members have provided
irrevocable undertakings to vote in favour of the transaction and not to accept
the offer. The general meeting (`GM`) to approve the transaction will take
place at Upper Floor, Yomhlaba House, 76 Garsfontein Road, Alphen Park,
Pretoria. The salient dates pertaining to the transaction are set out below:
Last day for lodging forms of proxy for Wednesday, 17 November 2004
Zenith GM (by 10:00)
GM of shareholders (at 10:00) Thursday, 18 November 2004
Announcement of results of Zenith GM, Thursday, 18 November 2004
dates for name change and transfer to
AltX published on SENS
(and in the press on Friday, 19 November
2004)
Offer to minority shareholders opens (at Friday, 19 November 2004
09:00)
Last day to dematerialise or Friday, 26 November 2004
rematerialise Zenith shares
Last day to trade in Zenith ordinary Friday, 26 November 2004
shares
Abridged pre-listing statement published Friday, 26 November 2004
in press
Consolidation of shares, transfer to Monday, 29 November 2004
AltX, listing of new ordinary shares,
change of name to and commencement of
trading in shares of Yomhlaba
Last day to trade in shares for Friday, 3 December 2004
participation in the offer
Record date for transaction Friday, 3 December 2004
Securities trade `ex` the offer Monday, 6 December 2004
Offer closes (at 12:00) Friday, 10 December 2004
Record date for participating in the Friday, 10 December 2004
offer
Results of offer published on SENS Monday, 13 December 2004
New share certificates posted to Monday, 13 December 2004
certificated shareholders who have
surrendered their documents of title by
Friday, 3 December 2004 (or failing such
surrender, within five business days of
date of surrender) and who have not
accepted the offer
Cheques posted at the risk of certificated Yomhlaba shareholders
against, and within five business days from, surrender of existing
share certificate/s and offer acceptance form
Dematerialised shareholders` accounts credited and updated at their
CSDP or stockbroker within five business days of receipt of acceptance
notification by the transfer secretaries
Abridged final audited financial results for the year ended 30 June 2004
AUDITED BALANCE SHEETS as at 30 June
(Figures in Rand) 2004 2003
Assets
Non-current assets 1 1 765 397
Plant and equipment - 1 615 397
Intangible assets 1 150 000
Current assets 539 289 560 380
Receivables and deposits - 28 898
Sundry debtors 500 000 500 000
Cash and cash equivalents 39 289 31 482
Total assets 539 290 2 325 777
Equity and liabilities
Capital and reserves (220 459) (1 390 752)
Issued capital 8 262 419 8 262 419
Accumulated loss (8 482 878) (9 653 171)
Non-current liabilities 759 749 3 380 771
Shareholders` loans 759 749 1 331 985
Loans from directors - 2 048 786
Current liabilities
Accounts payable - 335 758
Total equity and liabilities 539 290 2 325 777
Net asset value per share (cents) (0.1) (0.5)
Net tangible asset value per share (0.1) (0.6)
(cents)
Shares in issue - closing 265 551 884 265 551 884
AUDITED INCOME STATEMENTS for the years ended 30 June
(Figures in Rand) 2004 2003
Gross revenue - 149 948
Other income 2 357 150 -
Operating costs (1 189 241) (2 136 387)
Operating profit/(loss) 1 167 909 (1 986 439)
Net finance costs 2 384 (139 370)
Net profit/(loss) for the year 1 170 293 (2 125 809)
Profit/(Loss) per ordinary share 0.4 (1.1)
(cents) - EPS
Headline loss per ordinary share (0.6) (1.1)
(cents) - HEPS
Shares in issue - weighted average 265 551 884 191 771 258
RECONCILIATION OF EPS AND HEPS
(Figures in Rand) 2004 2003
EPS 0.4 1.1
Profit on sale of fixed assets (0.1) -
Assets written off (0.1) -
Loans written off (0.8) -
HEPS (0.8) (1.1)
AUDITED STATEMENT OF CHANGES IN EQUITY for the year ended 30 June 2004
(Figures in Share Share Accumulated Total
Rand) capital premium loss
Balance at 01 442 100 5 356 900 (7 527 362) (1 728 362)
July 2002
Net loss for the - - (2 125 809) (2 125 809)
year
Issue of share 2 213 419 250 000 - 2 463 419
capital
Balance at 30 2 655 519 5 606 900 (9 653 171) (1 390 752)
June 2003
Net profit for - - 1 170 293 1 170 293
the year
Balance at 30 2 655 519 5 606 900 (8 482 878) (220 459)
June 2004
AUDITED CASH FLOW STATEMENTS for the years ended 30 June
(Figures in Rand) Audited 2004 Audited 2003
Cash flows from operating (946 648) (1 918,091)
activities
Cash receipts from customers 28 898 149 948
Cash paid to suppliers and (977 930) (1 928 669)
employees
Cash utilised in operating (949 032) (1 778 721)
activities
Net interest paid 2 384 (139 370)
Cash flows from investing 1 561 944 (1 456 349)
activities
Expenditure to maintain operating
capacity
Plant and equipment disposed of / 1 561 944 (1 314 989)
(acquired)
Intangible assets acquired - (150 000)
Loan repaid / (advanced) - 8 640
Cash flows from financing (607 488) 3 377 408
activities
Loans raised 759 749 3 377 408
Loans repaid (1 367 237) -
Increase in cash and cash 7 807 2 968
equivalents
Cash and cash equivalents at 31 482 28 514
beginning of year
Cash and cash equivalents at end 39 289 31 482
of year
REVIEW AND PROSPECTS
The year under review was characterised by the completion of the restructure of
the company and the finalisation of the transaction incorporating the
acquisition of Jigmining. The financial results for the period reflect an
improvement in attributable earnings to 0.4 cps, against a 2003 loss of 1.1 cps,
and a decline in headline losses to 0.6 cps, against a 2003 headline loss of 1.1
cps, mainly as a consequence of the following events:
shareholders` loans amounting to R1.982 million being written off;
the sale of plant and equipment, realising a profit of R344 000, in order to
alleviate the cash flow strain and financing cost associated with the financing
of the assets in the absence of sustainable revenue; and
writing down the carrying value of the diamond mining rights to a nominal amount
because of continued unfavourable market conditions.
Shareholders are advised not to put too much emphasis on these results as the
future prospects of the company are directly linked to the proposed acquisition
of Jigmining. Although the balance sheet reflects a negative net asset value
and net tangible asset value of 0.1 cps as at 30 June 2004 (2003: -0.5 cps and -
0.6 cps, respectively), Gandalf Trust`s shareholder loan of R760 000 has been
subordinated (and will be written-off upon approval of the transaction), which
implies the company is commercially solvent. Gandalf Trust also settled, on
behalf of the company, the R2 million-claim against the company by the Lutzkie
Family Trust for an amount of R440 000 in terms of an undertaking given by
Gandalf Trust as part of facilitating the transaction.
AUDIT OPINION
Without qualifying their opinion, the auditors of the company, Compendium
(Pretoria) Incorporated drew attention to the existence of a material
uncertainty, namely the company`s ability to continue as a going concern is
dependant on shareholders approving the Jigmining acquisition. The audit report
is available for inspection at the registered offices of the company.
ACCOUNTING POLICIES
The accounting policies of the company comply in all material respects with
South African Statements of Generally Accepted Accounting Practice and Schedule
4 of the Companies Act of 1973. These policies are consistent with those
adopted during the previous financial year.
DIVIDENDS
No dividends were declared or recommended for the year.
For and on behalf of the board
KJ Gribnitz
Chairman
Pretoria, 29 October 2004
Directors: KJ Gribnitz (Executive), JP Nel*, PE du Preez*, C Badenhorst* (*Non-
executive)
Corporate advisor
Radagast Capital (Proprietary) Limited
Sponsors
River Sponsors (Pty) Ltd
Transfer secretaries
Computershare Investor Services 2004 (Pty) Ltd
Registered address
Mirkwood Estate
Klipkop - JR 396
Gauteng
