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Fairvest - Interim Reviewed Consolidated Results Of The Group For The 6 Months
Ended 31 March 2004
Fairvest Property Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1998/005011/06)
(`Fairvest`)
Share code: FVT ISIN: ZAE000034658
INTERIM REVIEWED CONSOLIDATED RESULTS OF THE GROUP FOR
THE 6 MONTHS ENDED 31 MARCH 2004
CONSOLIDATED INCOME STATEMENT
Reviewed 6 Reviewed 6 Audited Year
months ended months ended Ended
31 Mar 2004 31 Mar 2003 30 Sep 2003
R`000 R`000 R`000
Revenue
28,025 28,622 57,009
Operating costs
(14,682) (14,810) (28,930)
Other revenue net of 12,130
costs (4,194) 14,015
Fair value adjustment -
debentures (4,344) 17,214 51,465
Loss on sale investment
properties - - (1,488)
Change in value of
investment properties - - (7,522)
Debt written off
- - (3,600)
Change in value of
financial assets - - 1,226
Impairment of loan
(3,848) -
Profit/(loss) on sale -
shares in subsidiary 150 (1,236) (5,372)
Loss on settlement of
amount due from vendor - - (1,380)
Financial assets
unaccounted for - - (2,755)
Fair value adjustment -
put options - - (16,559)
Operating profit
9,149 25,942 42,094
Interest received
165 - 733
Dividends received
2,700 10
Debenture interest
(303) - -
Finance charges
(11,329) (15,639) (33,992)
Profit before taxation
382 10,313 8,835
Taxation
(382) - (8,835)
Profit for period
- 10,313 -
Net profit per Income
Statement - 10,313 -
Realised Loss on sale of
investment property - - 1,488
- Realised loss on sale (150) 1,236 5,372
of investment property
- Impairment of loan
- 3,848 -
- Fair value adjustment 7,522
to investment property - -
- Capital gains tax
thereon - - 661
Headline earnings/(loss)
(150) 15,397 15,043
As above
(150) 15,397 15,043
AC 133 adjustment to
linked unit debentures 4,344 (17,214) (51,465)
Adjusted headline
earnings/(loss) 4,194 (1,817) (36,422)
Basic earnings per share
(cents) - 8.90 -
Headline earnings/(loss) (0.13) 13.29 13.11
per share (cents)
Number of shares in issue
115,878,270 115,878,270 114,741,370
Net asset value (cents)*
0.99 15.96 1.00
CONSOLIDATED CASH FLOW STATEMENT
Reviewed 6 Reviewed 6 Audited Year
months ended months ended Ended
31 Mar 2004 31 Mar 2003 30 Sep 2003
Cash flows from operating (1,873) (340) (2,695)
activities
Cash flows from investing 8,171 18,105 5,543
activities
Cash flows from financing (5,320) (18,252) (2,788)
activities
Net increase/(decrease) 978 (487) 60
in cash and cash
equivalents
Cash and cash equivalents 297 237 237
at beginning of year
Cash and cash equivalents 1,275 -250 297
at the end of the year
CONSOLIDATED BALANCE SHEET
Reviewed 6 Reviewed 6 Audited
months ended months ended Year Ended
31 Mar 2004 31 Mar 2003 30 Sep
2003
Investment properties
268,946 284,730 277,152
Tangible assets
35 - -
Intangible assets
- - -
Investments
3,024 9,916 3,024
Loans receivable
- - -
NonCurrent Assets
- - -
Current assets
9,921 5,846 3,283
Total assets
281,926 300,492 283,459
Shareholders` equity
1,147 18,498 1,147
Long-term borrowings
151,404 146,420 156,724
NonCurrent liabilities
95,310 114,761 90,979
Current liabilities
34,065 20,813 34,609
Total equity and
liabilities 281,926 300,492 283,459
STATEMENT OF CHANGES IN DEBENTURES
Linked unit Linked
unit
debenture debenture Total
capital premium
R`000 R`000 R`000
Share consolidation and 99 99
par value reduction -
Debentures issued 884 106,060 106,944
Listing and issue costs -1,315 -1,315
written-off -
AC 133 fair value 3,599 3,599
adjustment -
Balance at 1 October 2002 983 108,344 109,327
Debentures issued to 176 26,070 26,246
vendors
Balance at 31 March 2003
Treasury shares (12) (1,749) (1,761)
AC 133 adjustment -51,465 -51,465
-
Balance at 1 October 2003 1,147 81,200 82,347
AC 133 adjustment
- 4,344 4,344
Balance at 31 March 2004 1,147 85,544 86,691
STATEMENT OF CHANGES IN EQUITY
Share Share Distributable Non- Total
capital premium reserve / distribut R`000
R`000 R`000 (Accumulated able
loss) reserve
R`000 R`000
Balance at 1 -168 6,838
October 2001 881 - 7,551
Write-off pre- -168
acquisition losses - - 168 -
Share -682
consolidation and 682 - - -
par value
reduction
Linked units
issued 784 - - - 784
Listing and issue
costs written-off - (682) - - (682)
Profit for the 875
year - - - 875
Balance at 1
October 2002 983 - 875 6,670 8,528
AC 133
transitional - - (3,058) - (3,058)
adjustment -
linked debentures
Fair value
adjustment - - - (4,487) - (4,487)
financial assets
Transfer of non- -6,670
distributable - - 6,670 -
reserve
Balance at 1
October 2002 983 - - - 983
Share capital
issued to vendors 176 - - - 176
Balance at 31
March 2003
Treasury shares (12)
- - - (12)
Balance at 1
October 2003 & 31 1,147 - - - 1,147
March 2004
COMMENTS IN RESPECT OF THE REVIEWED RESULTS OF FAIRVEST
1. Accounting Policies
The consolidated reviewed financial statements are prepared in accordance with
South African Statements of Generally Accepted
Accounting Practice and the requirements of the South African Companies Act. The
accounting policies are consistent with those applied in the annual financial
statements for the year ended 30 September 2003, including the implementation of
AC133:
Financial Instruments Recognition and Measurement. The debentures have been
restated as a liability in accordance with the contractual arrangements. The
consolidated financial statements are prepared on the basis that the assets of
the
group are to be realised and the liabilities settled.
Financial instruments
Financial instruments are stated at fair value. The adoption of the fair value
basis gives rise to fair value adjustments to financial instruments.
Those adjustments are recognised in the income statements
Fairvest`s auditors, Horwath Leveton Boner, have issued a review report on the
results. Their report is available for
inspection at the company`s registered office.
2. Acquisition of Property from various Gorfil Brothers Corporations
At a general meeting held during December 2001, the company agreed to acquire R
79,3 million property portfolio from various Gorfil Brothers corporations. The
purchase consideration was settled by the assumption of mortgage bond facilities
of R 52,9 million and the issue of 17 615 616 Fairvest linked units at a value
of R26,4 million. Shareholders also agreed to the granting of put options to the
vendors for the amount of the linked units issued. In terms of these put
options, if Mr. NG Vontas was unable to meet the put option obligations, the
company was obliged to meet them. This resulted in the company making a fair
value adjustment of R16,559 million during 2003.
n terms of a settlement agreement reached on 9 March 2004, that was subsequently
made an Order of the High Court,
Fairvest has met all its obligations to repurchase the 17 615 616 Fairvest
shares. The final date for the repurchase of the
17 615 616 Fairvest shares from Gorfil Brothers corporations and the crediting
of a R 10 million securing deposit into the
name of Fairvest is due for finalisation during the latter part of January
2005.
To effect the repurchase and settlement of the estimated amount owing of R34,4
million, Fairvest disposed of properties
to the value of R 107,9 million, resulting in the repayment of mortgage bonds to
the value of R53,4 million, the realisation
of R35,4 million in cash and the repurchase of linked units to the value of
R26.4 million.
3. Subsequent Events
t remains the intention of the directors to rationalise the group`s operations
in order to maximise shareholder value.
Linked unit holders are referred to an announcement dated 15 October 2004, in
terms of which it was stated that it
is the intention of the Board of Directors to either dispose of the entire
property portfolio of Fairvest, and repay linked
unit holders the excess proceeds, or to identify and acquire an appropriate
property portfolio to maximise linked unit
holders wealth. Linked unit holders are advised that discussions in this regard
are continuing with a number of parties
which, if concluded will have an effect on the value of each linked unit.
4. Cautionary Announcement
Shareholders of Fairvest are advised to exercise caution in the trading of their
shares until such time as
the intentions of the Board of Directors are implemented. Linked unit holders
will be kept informed of developments.
5. Application for lifting of suspension on the JSE
Please note that the results for the year ended 30 September 2004 were published
on 24 December 2004. The publication of the results for the six months ended 31
March 2004 was still outstanding as a JSE requirement to lift the suspension.
With this publication application will be made for the lifting of the
suspension.
By order of the board.
Johannesburg 31 January 2005
Directors: RS Wilkinson* (Chairman), DA Johnston*, TP Botsis*, TA Bell, AB
Platt.
*Non-executive
Company Secretary: Corporate Governance CC
Registered Office: 6 Dale Lace Glades, Eastwood Street, Randpark Ridge
Sponsor: Imara Corporate Finance South Africa (Pty) Ltd
28 January 2005
Date: 31/01/2005 09:52:15 AM
Produced by the JSE SENS Department
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