| Tue 30 Nov 2004, 8:28 | | GROUP INTERIM RESULTS |
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AQUILA GROWTH LIMITED - GROUP INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST
2004
AQUILA GROWTH LIMITED
(Registration number 1995/003158/06)
Share code: AQL ISIN: ZAE000013959
(`Aquila` or `the Company`)
Group interim results for the six months ended 31 August 2004
Update on the liquidation process
CONSOLIDATED INCOME STATEMENT
Group Company
31 August 31 August 31 August 31 August
2004 2003 2004 2003
R`000 R`000 R`000 R`000
Revenue (206) 31 955 (206) 1 627
Other operating income 88 623 - 87 545 -
Operating expenditure (12 606) (48 619) (12 606) (1 996)
Operating profit/(loss) 75 811 (16 664) 74 733 (369)
Net finance income 3 996 2 102 3 996 1 901
Net profit/(loss) 79 807 (14 562) 78 729 (1 532)
Share of results of
associated companies - 25 295 - 25 295
Profit before taxation 79 807 10 733 78 729 26 827
Taxation (1 078) (7 717) - (7 717)
Net profit after taxation 78 729 3 016 78 729 19 110
Minority interest - 8 544 - -
Net profit 78 729 11 560 78 729 19 110
Earnings per share (cents) 63.03 8.90 63.03 14.86
Headline (loss)/earnings
per share (cents) (7.93) 4.61 (7.07) 10.56
ABRIDGED CONSOLIDATED
CASH FLOW STATEMENT
Net cash outflow from
operations (17 670) (44 681) (17 670) (23 659)
Cash flow from investing
activities 161 021 47 092 161 021 37 893
143 351 2 411 143 351 14 234
Cash flow from financing
activities - (11 155) - (11 155)
143 351 (8 744) 143 351 3 079
Effects of exchange rate
changes - 3 543 - -
Cash and cash equivalents
at beginning of period 51 019 47 738 51 019 36 395
Cash and cash equivalents
at end of period 194 370 42 537 194 370 39 474
RECONCILIATION OF HEADLINE
EARNINGS
Net profit from ordinary
activities 78 729 11 292 78 729 18 841
Adjusted for:
- Profit on sale of
associates (37 118) - (37 118) -
- Profit on revaluation of
assets (53 124) - (53 124) -
- Loss on sale of
subsidiaries 1 619 - 2 697 -
- Amortisation of goodwill - 1 673 - 1 673
- Exclusivity fee received - (5 784) - (5 784)
- Dividend received - (627) - (627)
- Foreign exchange gains (11) (710) (11) (710)
Headline (loss)/earnings (9 905) 5 844 (8 827) 13 393
CONSOLIDATED BALANCE SHEET
Group Company
31 August 31 August 31 August 31 August
2004 2003 2004 2003
R`000 R`000 R`000 R`000
ASSETS
Non-current assets
Equipment 98 5 385 98 157
Intangible assets - 14 183 - -
Deferred taxation - 43 - -
Investments 131 452 - 131 452 -
Investment in associates - 191 804 - 191 804
Investment in subsidiaries - - - 34 575
131 550 211 415 131 550 226 536
Current assets 214 088 55 982 214 088 41 297
- Cash at bank 194 370 42 537 194 370 39 474
- Inventories - 37 - -
- Receivables 19 718 13 408 19 718 1 823
345 638 267 397 345 638 267 833
EQUITY AND LIABILITIES
Share capital and premium 84 311 91 404 84 311 91 404
Revaluation surplus and other
reserves - 4 170 - -
Retained earnings 248 567 147 723 248 567 174 794
Ordinary shareholders`
interest 332 878 243 297 332 878 266 198
Minority interest - 5 621 -
Current liabilities 12 760 18 479 12 760 1 635
- Trade and other payables 2 038 17 689 2 038 1 543
- Provisions 9 919 694 9 919 110
- South African Revenue
Service 803 96 803 (18)
345 638 267 397 345 638 267 833
Net asset value per share
(cents) 266.51 194.79 266.51 213.12
ABRIDGED CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
Shareholders` funds at
beginning
of period 254 149 258 773 254 149 276 492
Issue of shares - 81 - 81
Repurchase of shares - (4 236) - (4 236)
Currency translation
difference - 2 368 - -
Net profit 78 729 11 560 78 729 19 110
Preference dividend - (268) - (268)
Capital distribution - (24 981) - (24 981)
Shareholders` funds at end of
period 332 878 243 297 332 878 266 198
COMMENTARY
ACCOUNTING POLICY
Accounting principles and policies used in preparing these financial results
comply with South African Statements of Generally Accepted Accounting Practice
and are consistent with prior years.
FINANCIAL OVERVIEW
The period under review was a satisfactory one for Aquila. The highlights were:
- the conditions precedent for the disposal of Aquila`s 11.72% in Global
Resorts SA (Pty) Ltd (`GRSA`) were fulfilled on 14 May 2004. The disposal
consideration of R128.3 million was received on the 19 May 2004;
- the receipt of R7.5 million, on 19 May 2004, from GRSA in respect of the
repayment of Aquila`s claims against GRSA;
- GRSA reported headline earnings of R75.6 million (2003 - R67.1 million) for
the six months ended 30 June 2004;
- the disposal of all of Aquila`s shares and loans in Forecourt Television
Network (Pty) Ltd to Alan Prentice for a net consideration of (R220 273) with
effect from 2 April 2004. In addition to this, there were additional costs of
exiting the business amounting to R779 535. On 20 May 2004, Aquila received a
summons from Alan Prentice and Forecourt Television Network (Pty) Ltd (`the
plaintiffs`) for an amount of R994 002.85. Aquila, on the advice of its
directors and lawyers, has given notice to the plaintiffs of its intentions to
defend;
- the disposal of all of Aquila`s shares and loans, and release of Aquila as
guarantor to J T Ross (Properties) Pty Ltd, in Logeco Investments (Pty) Ltd for
a consideration of R2 million with effect from 29 April 2004;
- the disposal of all of Aquila`s shares and loans in AquiTec Technology
Holdings (Pty) Ltd and AquiTec Group Ltd for a total net cash consideration of
R8 million with effect from 31 August 2004;
- the disposal of all of Aquila`s shares and loans in Just Fun Holdings (Pty)
Ltd for a consideration of R8 million with effect from 31 August 2004;
- the disposal of all of Aquila`s shares and loans in Just Time (Pty) Ltd
for a consideration of R1 million with effect from 31 August 2004;
- the disposal of all of Aquila`s shares and loans in Gerber Global Investments
Limited for a consideration of R70 000 with effect from 30 June 2004;
- At a general meeting held on 19 August 2004, Aquila shareholders approved:
- the specific repurchase of 14 310 494 Aquila shares from Aquila`s
wholly-owned subsidiary;
- an initial distribution in anticipation of the company`s voluntary
winding-up of:
- 38 653 400 Peermont Global Limited shares (formerly GRSA); and
- cash of R137.4 million;
- the proposed voluntary liquidation of Aquila.
The specific repurchase and cancellation of Aquila shares was effected on or
about 26 August 2004. The distribution of Peermont Global Limited shares and
cash of R137.4 million was made on the 6th September 2004.
FURTHER DISTRIBUTION IN ANTICIPATION OF THE COMPANY`S VOLUNTARY LIQUIDATION
Shareholders are referred to the announcement dated 24 November 2004,
detailing, inter alia, the terms and conditions of a further dividend in cash
in anticipation of the liquidation in the amount of R44 million, which equates
to 35 cents per share. The further dividend of 35 cents per share, which has
been declared and which will be distributed prior to the company being formally
placed in liquidation, will be distributed to shareholders out of the company`s
revenue reserves on Monday, 20 December 2004.
UPDATE ON CASH POSITION
Following the disposal of all of Aquila`s remaining investments, the cash
position of Aquila is estimated to be approximately R20 million after
providing for the following:
- the further distribution of R44 million;
- South African Revenue Service;
- costs of winding-up; and
- other contingencies.
THE LIQUIDATION
Following the declaration of the further liquidation distribution,
the directors intend:
- registering the liquidation resolution, approved by the Aquila shareholders
at the general meeting held on 19 August 2004, with the Registrar of Companies
in terms of section 220 of the Companies Act, 1973 (Act 61 of 1973), as
amended, on or before 27 January 2005;
- Proceeding with the appointment by the Master of the High Court of South
Africa of the liquidator nominated in terms of the abovementioned resolution on
or before 27 January 2005; and
- notifying Aquila shareholders of the proposed suspension of the company`s
listing on the JSE Securities Exchange South Africa until such time as the
liquidation is complete.
MESSAGE TO SHAREHOLDERS
As we envisage this to be our last set of published results the board of
directors of Aquila would like to thank all shareholders for their support.
For and on behalf of the Board
D. H. Bagg P. Papadimitropoulos
Chairman Managing Director
Johannesburg
30 November 2004
Directors: D. H. Bagg (Chairman), P. Papadimitropoulos (Managing Director),
K. du Preez (Financial Director), J. A. Bell, P. Dawe *, B. Dubb*
*Non-executive British
Company Secretary: K. du Preez CA (SA)
Private Bag X106, Bryanston, 2021
Tel: (011) 706-8928 Fax: (011) 706-6312
E-mail: kdupreez@aquilagrowth.com
Sponsor: Bridge Capital Services (Pty) Ltd
Date: 30/11/2004 07:09:59 AM Produced by the JSE SENS Department