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Proper - Abridged Reviewed Consolidated Interim Financial Results For The Six
Months Ended 28 February 2005
Proper Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1998/001940/06)
Share code PRO ISIN ZAE000027181
(`Proper` or `the company` or `the group`)
ABRIDGED REVIEWED CONSOLIDATED INTERIM FINANCIAL RESULTS FOR THE SIX MONTHS
ENDED 28 FEBRUARY 2005
BALANCE SHEET
(Figures in R`000) Reviewed Unaudited Audited
as at as at as at
28 Feb 28 Feb 31 Aug
2005 2004 2004
ASSETS
Non-current assets 340 9 840 378
Fixed assets 33 9 819 -
Intangible assets - - -
Loans receivable 307 21 378
Current assets 2 507 2
Receivables and deposits 2 423 2
Cash and cash equivalents - 84 -
Total assets 342 10 347 380
EQUITY AND LIABILITIES
Capital and reserves (138) 81 38
Issued capital 307 307 307
Share premium 5 866 4 794 5 866
Accumulated loss (6 311) (4 959) (6 135)
Outside shareholders interest - (61) -
Non-current liabilities 479 9 325 341
Long-term liabilities - 8 267 -
Deferred tax liabilities - 460 -
Group and shareholder`s loans 479 598 341
payable
Current liabilities 1 941 1
Accounts payable - 919 -
Bank overdraft 1 22 1
Total equity and liabilities 342 10 347 380
Net asset value per share (0.4) 0.3 0.1
(cents)
Net tangible asset value per (0.4) 0.3 0.1
share (cents)
Shares in issue - closing (`000) 30 746 30 746 30 746
INCOME STATEMENT
(Figures in R`000) Reviewed Unaudited Audited
Six months Six months Year ended
ended ended 31 Aug
28 Feb 28 Feb 2004
2005 2004
Revenue - 2 942 616
Cost of sales - - -
Gross profit - 2 942 616
Other income - 229 12 753
Operating expenses (176) (6 930) (6 885)
Profit/(Loss) before interest (176) (3 759) 6 484
and taxation
Net finance costs (0) (644) (0)
Profit/(Loss) before taxation (176) (4 403) 6 484
Taxation - - -
Net profit/(loss) after taxation (176) (4 403) 6 484
Outside shareholders` interest - 94 -
Net profit/(loss) for the year (176) (4 309) 6 484
Reconciliation of profit/(loss) and headline
profit/(loss)
Profit/(loss) for the year (0.6) (14.0) 21.1
(cents per share)
Loans and investments written - - 19.8
off (cents per share)
Profit on writing off of - - (18.3)
subsidiaries (cents per share)
Gain on compromise with - - (23.2)
creditors (cents per share)
Profit on disposal of assets (0.1) -
(cents per share)
Headline loss (cents per share) (0.6) (14.1) (0.6)
Shares in issue - weighted 30 746 30 746 30 746
average (`000)
STATEMENT OF CHANGES IN EQUITY
(Figures in R`000) Share Share Revaluat Accumulat Total
Capital Premium ion ed
Reserve Profit/(L
oss)
Balance at 01 Sep 307 5 866 7 421 (3 583) 10 011
2002
Revaluation of land - - (900) - (900)
and buildings
Net loss for the - - - (9 036) (9 036)
period
Balance at 1 Sep 307 5 866 6 521 (12 619) 75
2003
Writing off of - - (6 521) - (6 521)
subsidiaries
Net profit for the - - - 6 484 6 484
period
Balance at 31 Aug 307 5 866 - (6 135) 38
2004
Net loss for the - - - (176) (176)
period
Balance at 28 Feb 307 5 866 - (6 311) (138)
2005
CASH FLOW STATEMENT
(Figures in R`000) Reviewed Unaudited Audited
Six months Six months Year ended
ended ended 31 Aug
28 Feb 28 Feb 2004
2005 2004
Cash flows from operating (176) (4 820) (692)
activities
Cash received from clients - 5 710 618
Cash paid to suppliers and (176) (9 921) (1 310)
employees
Cash utilised by operations (176) (4 211) (692)
Net finance costs (0) (644) (0)
Taxation paid - 35 -
Cash flows from investing 38 11 941 (588)
activities
Disposal/(Acquisition) of fixed (33) 144 -
assets
Reduction in intangible assets - 40
Net cash reduction in investment - 11 598 -
(not consolidated in)
Decrease/(Increase) in loans 71 159 (588)
receivable
Cash flows from financing 138 (2 454) 1 261
activities
Decrease in outside - (94) -
shareholders` interest
Long-term liabilities 138 (2 360) 1 261
raised/(repaid)
(Decrease)/increase in cash and 0 4 667 (19)
cash equivalents
Cash and cash equivalents at (1) (4 605) 18
beginning of year
Balance at beginning of year (1) (4 605) (4 605)
Writing off of subsidiaries - - 4 623
Cash and cash equivalents at end (1) 62 (1)
of year
COMMENTARY
The interim financial results for the six months ended 28 February 2005 reflect
the ongoing restructuring of the group. As a result of the restructuring and
the consequent financial treatment of the subsidiaries (which were detailed in
the Annual Financial Statements for the year ended 31 August 2004 and in the
accompanying press and SENS announcements dated 25 February 2005), direct
comparisons with previous periods are of limited relevance.
The group reduced its attributable and headline losses from 14.0 and 14.1 cents
per share (`cps`), respectively, in the comparative 2004 period to 0.6 cps for
the interim six-month period ending 28 February 2005. However, the future
prospects of the group, as well as its future ability to operate as a going
concern, is entirely linked to the successful acquisition of Miranda Minerals
(Pty) Ltd and investment by a BEE consortium (`the transaction`), as detailed in
the announcement of 16 March 2005. The pro forma balance sheet of the group
after the transaction is shown above. For an update on progress being made with
the transaction, shareholders are referred to a separate announcement of the
same date as this results release.
In the interim, the company`s ability to continue as a going concern relies on
the ongoing financial support of its main shareholder and restructuring advisor,
Gandalf Trust. Gandalf Trust has agreed to continue funding the company and to
subordinate its loan account (amounting to R262,000 at 28 February 2005) subject
to and until the successful implementation of the transaction. This implies the
company is commercially solvent despite its negative net asset value of 0.4 cps.
Gandalf Trust has also given an irrevocable undertaking to vote in favour of the
transaction.
Modified review opinion
The auditors of the group, Compendium (Pretoria) Incorporated (`the auditors`),
conducted a review of the interim financial results. Without qualifying the
review report, the auditors made reference to the notes on going concern in the
directors` report (given above). The review report of the auditors is available
for inspection at the issuer`s registered offices.
Accounting policies
The accounting policies of the company comply in all material respects with
South African Statements of Generally Accepted Accounting Practice and the
Companies Act of 1973 and are consistent with those applied during the previous
financial period.
Dividend
No dividend has been recommended or declared for the interim period.
For and on behalf of the board
KJ Gribnitz
Chairman
6 July 2005
Directors: KJ Gribnitz*, JP Nel, C Badenhorst (*Executive)
Transfer secretaries Registered address
Computershare Investor Services 2004 (Pty) Ltd Mirkwood Estate, Klipkop JR
396, Gauteng
Sponsor Corporate Advisor Restructuring Advisor
River Sponsors (Pty) Ltd Radagast Capital (Pty) Ltd Gandalf Trust
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