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Absolute Holding Limited - Unaudited Interim Results For The Six Months Ended 30
June 2004 And Renewal Of Cautionary Announcement
ABSOLUTE HOLDING LIMITED
(Formerly Gilboa Properties Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
Share code: ABO ISIN: ZAE000062998
(`Absolute` or `the company`)
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2004 AND RENEWAL OF
CAUTIONARY ANNOUNCEMENT
GROUP BALANCE SHEETS
Unaudited Audited Reviewed
31 Dec 30 Jun 31 Dec
ASSETS 2004 2004 2003
R`000 R`000 R`000
Non-current assets 12 367 12 885 12 739
Property, equipment and 6 809 7 040 5 941
vehicle
Goodwill 5 550 5 845 6 487
Deferred taxation 8 -- 6
Unsecured loans -- -- 305
Current assets 10 021 11 238 6 279
Cash and cash equivalents 16 27 431
Inventories 8 084 9 187 4 818
Short term receivables 152 49 --
Trade and other receivables 1 769 1 975 1 030
Total assets 22 388 24 123 19 018
EQUITY AND LIABILITIES
Capital and reserves 4 327 1 379 3 536
Non-current liabilities 4 152 3 955 4 763
Interest bearing long-term 4 152 3 954 3 794
liabilities
Interest free long term - -- -- 969
liabilities
Deferred taxation -- 1 --
Current liabilities 13 909 18 789 10 719
Short-term loans 1 477 1 781 653
Bank overdraft 4 434 3 706 1 327
Accounts and other payables 7 355 8 303 3 535
Provisions 267 4 353 4 353
Taxation payable 376 646 851
Total equity and 22 388 24 123 19 018
liabilities
Number of shares in issue 628 597 628 597 301 191
(`000)
Net asset value per share 0.69 0.22 1,17
(cents)
Tangible net asset value (0.19) (0.71) (0,98)
per share (cents)
Fully diluted shares in 628 597 628 597 628 597
issue (`000)
Diluted net asset value per 0.69 0.22 0,56
share (cents)
Diluted tangible net asset (0.19) (0.71) (0,47)
value per share (cents)
GROUP INCOME STATEMENTS
Unaudited Audited Reviewed
Six Year Six
months ended months
ended 30 Jun ended
31 Dec 2004 31 Dec
2004 R`000 2003
R`000 R`000
Revenue 18 099 22 340 10 561
Operating expenses (18 073) (24 (10 746)
121)
Net operating profit/(loss) 26 (1 811) (185)
Profit on disposal of -- 2 120 2 173
subsidiaries
Loss on disposal of assets (20) (90) (109)
Amortisation of goodwill (295) (590) (282)
Over provision for guarantee 3 853 -- --
Impairment loss -- -- --
Mining rights written off -- -- --
Profit/(loss) before finance 3 564 (371) 1597
charges
Finance charges (606) (844) (342)
Profit/(loss) before 2 958 (1 215) 1 255
taxation
Taxation (10) 23 (290)
Net profit/(loss) for the 2 948 (1 192) 965
period
Reconciliation between loss
and headline loss
Net profit/(loss) for the 2 948 (1 192) 965
period
Profit on disposal of -- (2 120) (2 173)
business/subsidiary
Loss on disposal of assets 20 90 109
Amortisation of goodwill 295 590 282
Mining rights written off -- --
Over provision for guarantee (3 853) -- --
Headline loss (590) (2 632) (817)
Weighted average shares in 628 597 584 132 301 191
issue (`000)
Profit/(loss)earnings per 0.47 (0.20) 0,32
share for period (cents)
Headline loss per share for (0.09) (0.45) (0,27)
period (cents)
Fully diluted weighted 628 597 628 597 628 597
average shares in issue
(`000)
Diluted 0.47 (0.19) 0,15
profit/(loss)earnings per
share for period (cents)
Diluted headline loss per (0.09) (0.42) (0,13)
share for period (cents)
ABRIDGED CASH FLOW STATEMENTS
Unaudited Audited Reviewed
31 Dec 2004 30 Jun 31 Dec
R`000 2004 2003
R`000 R`000
Cash outflows from operating (427) (4 449) (4 038)
activities
Cash flows from investing (104) 4 894 5 790
activities
Cash flows from financing (209) (3 483) (2 008)
activities
Net decrease in cash and cash (740) (3 038) (256)
equivalents
Cash and cash equivalents - (3 678) 8 8
beginning of period
Cash and cash equivalents -- (648) (648)
acquired in subsidiary
Cash and cash equivalents at (4 418) (3 678) (896)
end of period
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 2 846 56 024 -- (57 680) 1 190
2002
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 3 012 57 037 5 333 (72 811) (7 429)
2003
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 6 286 69 096 -- (74 003) 1 379
2004
Net profit for the -- -- -- 2 948 2 948
period
Balance 31 December 6 286 69 096 -- (71 055) 4 327
2004
COMMENTARY
The directors are pleased to present the results for the six months ended 31
December 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.
RESULTS
Turnover increased by 71% over the comparative period and the group moved from
an operating loss to a small operating profit, primarily due to the Absolute
Tiles operations. The liquidity ratio improved from 0.6 to 0.72 due to improved
working capital management. 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.
During the period under review, the directors and major shareholders have
reached settlement with the IDC regarding the judgement relating to a guarantee
provided in relation to a former subsidiary, whereby major shareholders
purchased the IDC claim against the former subsidiary from the IDC through the
transfer of existing shares in Absolute and Absolute settled its sureytyship for
R500 000. The directors have issued shares to the value of R1 million for cash
at 9 cents per share after the period under review.
Head office costs for the first six months included further costs due to the
finalisation of restructuring and corporate transactions.
Finance costs continue to be high, primarily as a result of holding costs in
relation to Stand 315 Waterkloof Ridge (Proprietary) Limited (`Stand 315`) and
the increase in bank facilities of Absolute Tiles. Various options have been
continually considered for the development or disposal of Stand 315. However,
the directors have agreed, in principle, to dispose of Stand 315.
SUBSEQUENT EVENTS
Acquisition of remaining 51% of Absolute Coleccion
Calulo Investments (Proprietary) Limited (`Calulo`) have sold their 51% stake in
Absolute Coleccion for a purchase consideration of R12 000 000 which has been
settled by the issue of 100 000 000 shares in Gilboa at 12 cents per share.
This transaction was approved at the general meeting held on 20 January 2005 and
has resulted in Calulo now holding a 15% shareholding in Absolute.
Mining activities
The group`s prospecting and mining operations for slate, dimensional stone
and/or quartzite mining through The Absolute Coleccion (Proprietary) Limited
(`Absolute Coleccion`) have not yet commenced as mining licences are still
pending. Absolute Coleccion has secured a cession of mineral rights to a
diamond quartzite mine at Lekkersing, on which a Competent Persons Report has
been prepared and, in addition, is awaiting approval of mining licences at two
slate quarries and has secured an option on a marble deposit. Subsequent to 31
December 2004 Absolute Coleccion has commenced mining of picture stone and
Marinus Hesselink, a master stonemason and consultant at Lekkersing, has been
employed as mining manager.
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
The company changed its name to Absolute Holdings Limited with effect from 31
January 2005. 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 (2004: nil).
SHARE CAPITAL
Subsequent to 31 December 2004, the company issued 11 111 111 new shares for
cash at 9 cents per share and 100 000 000 new shares for the acquisition of the
remaining 51% shareholding in Absolute Coleccion at 12 cents per share, which
authorities to issue shares were approved at general meetings of shareholders
held on 13 January 2005 and 20 January 2005 respectively.
DIRECTORS
Ms Lizette de Beer resigned from the Board with effect from 01 October 2004. Mr
Mpho Diale was appointed to the board as non-executive chairman with effect from
20 January 2005 pursuant to Calulo becoming a shareholder in Absolute. Mr Abe
Sher remains as a non-executive director and deputy chairman.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement dated 01 February 2005, 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
M Diale AM Janse van Vuuren
31 March 2005
Company Secretary and Registered Office
Arcay Client Support (Pty) Ltd (Registration number
1998/025284/07)
Arcay House, Number 3 Anerley Road, Parktown,
Johannesburg (PO Box 62397, Marshalltown, 2107)
Directors
MK Diale* Chairman, AM Sher* Deputy Chairman, AM Janse
van Vuuren Chief Executive Officer, JJ Serfontein*, GP
Sequeira
(* Non-executive)
Sponsor Transfer Office
Arcay Corporate Computershare Investor Services 2004
Services (Pty) Ltd
Date: 01/04/2005 07:00:10 AM
Produced by the JSE SENS Department
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