| Tue 6 Sep 2005, 17:35 | | Cautionary announcement |
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VenFin - Audited consolidated results for the year ended 30 June 2005 and
cautionary announcement
VenFin Limited
Registration number 1948/031037/06
ISIN ZAE000026498 Share code VNF
Audited consolidated results for the year ended 30 June 2005 and cautionary
announcement
Net asset value per share (at valuation) at year-end R43.72
Increase in headline earnings per share + 25.4%
Increase in dividend per share + 53.8%
ABRIDGED CONSOLIDATED BALANCE SHEET 30 June 30 June
2005 2004
R million R million
ASSETS
Non-current assets
Property, plant and equipment 1 26
Intangible assets - 5
Investments
- Associated companies 3 984 2 106
- Other 1 266 2 497
Deferred taxation - 12
5 251 4 646
Current assets 2 801 2 548
Cash and cash equivalents 2 227 2 389
Other current assets* 574 159
Total assets 8 052 7 194
EQUITY AND LIABILITIES
Capital and reserves 8 840 7 669
Treasury shares (944) (636)
Total shareholders` equity 7 896 7 033
Non-current liabilities 18 15
Interest-bearing debt - 7
Deferred taxation 18 8
Current liabilities 138 146
Total equity and liabilities 8 052 7 194
* Included in Other current assets is an amount of R504 million which
represents part of the cash proceeds on the disposal of the Richemont
investment received on 7 July 2005.
ABRIDGED CONSOLIDATED INCOME STATEMENT
Year ended Year ended
30 June 30 June
2005 2004
R million R million
Revenue 245 115
Net interest income 102 98
Depreciation (5) -
Impairment and amortisation of goodwill (31) (300)
Impairment of investments and assets (7) (6)
Other net expenses (105) (46)
Net operating deficit (46) (254)
Negative goodwill arising on acquisitions 158 -
Capital surplus on disposal of investments 200 20
Share of after-tax profit of associated 839 680
companies
- Profit from operations 891 700
- Impairment and amortisation of goodwill (21) (20)
- Impairment of investments and assets (33) (4)
- Capital surplus on disposal of 2 4
investments
Profit before taxation 1 151 446
Taxation (57) (14)
NET PROFIT FOR THE YEAR 1 094 432
Reconciliation of headline earnings:
BASIC EARNINGS - net profit for the year 1 094 432
Plus/(minus) - attributable to own members:
- Impairment and amortisation of goodwill 52 320
- Impairment of investments and assets 41 9
- Negative goodwill arising on acquisitions (158) -
- Capital surplus on disposal of (189) (24)
investments
- Surplus on disposal of property, plant (2) 3
and equipment
HEADLINE EARNINGS 838 740
SEGMENTAL ANALYSIS - HEADLINE
EARNINGS
Year ended Year ended
% 30 June 2005 30 June 2004
change R million R million
Telecommunication 672 491
Technology (26) 33
Media 143 25
Financial and risk services 65 117
Corporate (16) 74
HEADLINE EARNINGS 13.2 838 740
EARNINGS AND DIVIDENDS PER
SHARE
Year ended Year ended
% 30 June 2005 30 June 2004
change Total Total
HEADLINE EARNINGS (cents) 25.4 189.8 151.4
DILUTED HEADLINE EARNINGS 25.0 188.7 151.0
(cents)
BASIC EARNINGS (cents) 180.3 247.8 88.4
DILUTED BASIC EARNINGS (cents) 179.7 246.4 88.1
DIVIDENDS (cents) 53.8 50.0 32.5
Weighted number of shares in 441.6 488.9
issue (million)
Diluted weighted number of 444.1 490.1
shares in issue (million)
ABRIDGED CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
Year ended Year ended
30 June 30 June
2005 2004
R million R million
Opening balance 7 033 8 205
Net profit for the year 1 094 432
Dividend paid (146) (123)
Exchange rate adjustments 377 (1 026)
Change in reserves of subsidiary
companies and associated companies (144) 354
Net after-tax fair value adjustments
for the year 125 224
Realisation of fair value adjustments
of financial instruments (135) (20)
Net shares in VenFin Limited acquired
by wholly owned subsidiary and The
VenFin Share Trust (308) (1 013)
Total shareholders` equity 7 896 7 033
Net book value per share R18.11 R15.64
ABRIDGED CONSOLIDATED CASH FLOW STATEMENT
Year ended Year ended
30 June 30 June
2005 2004
R million R million
Operating activities
Operating loss before working capital changes (79) (170)
Working capital changes (415) 44
Cash utilised in operations (494) (126)
Net interest received 102 98
Dividends received 534 341
Dividend paid (146) (123)
Taxation paid (13) (55)
Net cash inflow/(outflow) from operating
activities (17) 135
Cash flow from investing activities (126) 821
Additions to investments (1 778) (172)
Proceeds on disposal of investments 1 890 324
Disposal of business (32) -
Acquisition of subsidiaries - 1 709
Repurchase of shares (244) (1 015)
Other 38 (25)
Net increase/(decrease) in cash and cash
equivalents (143) 956
Cash and cash equivalents at the beginning of
the year 2 370 1 414
Cash and cash equivalents at the end of the
year 2 227 2 370
Cash and cash equivalents - balance sheet 2 227 2 389
Bank overdraft - (19)
ADDITIONAL INFORMATION
30 June 30 June
2005 2004
Number of shares in issue
- Ordinary shares of 1 cent each 447 993 648 447 993 648
- Unlisted B ordinary shares of 10 cents
each 35 506 352 35 506 352
Total number of shares in issue 483 500 000 483 500 000
- Shares held in treasury (ordinary
shares of 1 cent each) (38 721 948) (25 268 657)
- Shares held by The VenFin Share Trust
(ordinary shares of 1 cent each) (8 831 777) (8 668 746)
435 946 275 449 562 597
Weighted number of shares in issue 441 567 058 488 922 237
- In determining the headline earnings
and basic earnings per share the weighted
number of shares in issue was taken into
account.
- In determining the diluted headline
earnings and basic earnings per share the
weighted number of shares in issue was
adjusted for the dilutive effect of the
shares offered to participants by the
VenFin Share Scheme. The number of shares
that was added to the weighted number of
issued shares to determine the dilutive
effect was 2 501 225 (2004: 1 218 466).
30 June 30 June
2005 2004
Net asset value per share (Rand)
- At book value R18.11 R15.64
- At market value and directors`
valuation of investments
R43.72 R28.80
R million R million
Listed investments
Associated
- Book value (including goodwill) 1 790 109
- Market value 1 911 108
Other
- Book value 155 496
- Market value 155 496
Unlisted investments
Associated
- Book value (including goodwill) 2 194 1 997
- Directors` valuation 13 235 7 929
Other
- Book value 1 111 2 001
- Directors` valuation 1 111 2 038
Capital commitments 107 39
(Including amounts authorised, but not
yet contracted)
Year ended Year ended
30 June 30 June
2005 2004
R million R million
Net interest income
Interest received - unlisted investments
and deposits 108 98
Interest paid (6) -
102 98
Dividends received
Dividends included in profit 13 12
Dividends from associated companies 520 329
Capital surplus on disposal of
investments
Subsidiary companies:
Capital surplus on the disposal of
- Richemont A units 187 20
- Other long-term investments 13 -
Total before taxation - per income 200 20
statement
Taxation (13) -
Total after taxation 187 20
Associated companies after taxation 2 4
Total - attributable to own members 189 24
ANNEXURE A
COMPOSITION OF HEADLINE EARNINGS
Effective % VenFin`s share
interest at R million
30 June 2005 30 June 2005 30 June 2004
Vodacom 15.0 662 480
Psitek 33.0 10 12
Dimension Data Bond 100.0
- interest 23 27
- fair value (19) -
adjustment
Tracker 32.1 26 16
GenuOne 38.3 (5) (6)
Intervid(1)
- operating loss 0.0 (33) -
- impairment of
financial asset (12) -
Other technology (6) (4)
Sabido (e.tv)
- normalised headline
earnings 31.5 43 22
- deferred tax 96 -
SAIL 36.5 4 2
Alexander Forbes(2)
- normalised headline
earnings 25.2 85 117
- non-recurring
restructuring costs (20) -
Corporate and other(3) (16) 74
Headline earnings 838 740
(1) Intervid only became a subsidiary on 30 June 2004. Its earnings for the
financial year ended 30 June 2004 was therefore still accounted for as an
associate. The comparative operating headline loss incurred by Intervid for the
year ended 30 June 2004 was R67 million.
(2) Alexander Forbes became an associate during the year under review, whereas
previously it was accounted for as an investment in an exchangeable bond by R&V.
VenFin only accounted for income from Alexander Forbes up to 31 March 2005.
VenFin accounted for interest on the bonds for one month and equity accounted
the 25% interest for seven months only. If the Alexander Forbes transaction had
taken place on 1 April 2004, and not on 6 September 2004, VenFin would have
equity accounted its 25% interest in Alexander Forbes for the year from 1 April
2004 to 31 March 2005. This basis of accounting would reflect results that are
more comparable with the results of the previous financial year. On this pro
forma basis, Alexander Forbes`s contribution to VenFin`s headline earnings for
the financial year ended 30 June 2005 would have amounted to R127 million
instead of the R65 million actually included. The prior year`s figure was R117
million, reflecting interest for a twelve-month period.
(3) The decrease in the contribution of Corporate and other to VenFin`s
headline earnings is mainly attributed to the drop in interest income on the
lower average cash balance in South Africa as well as a taxation charge of R12
million on offshore interest income earned on the cash consolidated in the
balance sheet when R&V Holdings Ltd became a wholly owned subsidiary on 30 June
2004.
ANNEXURE B
COMPOSITION OF NET ASSET VALUE (R million)
30 June 2005 30 June 2004
Book value Valuations Book value Valuations
Listed(1) 1 945 2 066 678 624
Alexander 1 305 1 495 - -
Forbes(5)
Richemont A
units(6) - - 411 411
Dimension Data 403 365 - -
FrontRange 155 155 62 62
Idion 82 51 81 79
iTouch(6) - - 23 23
Intervid(4) - - 72 20
SAIL(3) - - 29 29
Unlisted(2) 3 220 14 261 4 029 9 999
Vodacom 1 615 12 284 1 511 6 990
Alexander Forbes
Bonds(5) - - 1 274 1 274
Dimension Data
Bond 828 828 629 666
e.tv - equity 296 373 163 375
- loans 74 74 150 150
Tracker 39 274 20 242
Psitek 63 118 69 96
SAIL(3) 24 30 - -
Loans and other
investments 281 280 213 206
Cash(7) 2 731 2 731 2 326 2 326
Total 7 896 19 058 7 033 12 949
Net asset value
per share (Rand) 18.11 43.72 15.64 28.80
Share price (Rand) 28.70 19.88
Discount to net
asset value 34.4% 31.0%
Potential CGT
liability per
share (Rand)(8) (1.47) (0.04)
(1) Market value
(2) Directors` valuation
(3) SAIL was delisted during the current year.
(4) Intervid was delisted during the current year and merged with CommsCo (Pty)
Limited on 30 June 2005.
(5) Alexander Forbes Bonds were sold during the year. Proceeds were utilised to
subscribe for Alexander Forbes shares.
(6) The iTouch and Richemont investments were sold during the current year.
(7) Included in cash is an amount of R504 million which represents part of the
cash proceeds on the sale of Richemont shares disclosed in Other current assets
on the face of the balance sheet and received on 7 July 2005. The balance of R20
million was received before year-end.
(8) The potential capital gains tax (CGT) liability, which is unaudited, is
calculated at an effective rate of 14.5% on the specific identification method,
using the most favourable calculation for investments acquired before 1 October
2001.
COMMENTARY
INTRODUCTION
VenFin operates as an investment holding company focusing on telecommunication,
technology, media and financial and risk services, as well as other private
equity businesses and startup opportunities. The group manages its investments
actively through regular dialogue with other shareholders, directors and the
management of investee companies.
ACCOUNTING POLICIES
The annual financial statements are prepared on the historical cost basis in
accordance with South African Statements of Generally Accepted Accounting
Practice, the requirements of the South African Companies Act , Act 61 of 1973,
as amended, and the Listings Requirements of JSE Limited. These financial
statements incorporate accounting policies which are consistent with those of
the previous financial year, with the exception of the implementation of the
South African Statement of Generally Accepted Accounting Practice AC 501:
Accounting for secondary taxation on companies (STC).
International Financial Reporting Standards (IFRS)
With effect from 1 July 2005, VenFin will implement IFRS and in the group`s
financial statements for the year ending 30 June 2006, the comparative figures
for 2005 will be restated accordingly. In the announcement of the interim
results for the six months ending 31 December 2005, which will be presented in
terms of IFRS, the effects of these new accounting standards will be disclosed
fully.
Change in accounting policy
AC 501: Accounting for secondary taxation on companies (STC)
In terms of this accounting statement, a deferred tax asset should be recognised
for unutilised STC credits to the extent that it is probable that the entity
will declare dividends against which the STC credits can be utilised.
VenFin`s history regarding dividends received against ordinary dividends paid
suggests increasing STC credits in time. It is therefore unlikely that in the
foreseeable future VenFin`s STC credits will be utilised against ordinary
dividends paid. Consequently, no deferred tax asset has been created for the
Company`s unutilised STC credits of R958 million.
Other adjustment
Restatement of comparative figures in respect of goodwill
Goodwill attributable to investments in associated companies is included in the
carrying amount of associates in the 2005 annual financial statements, while
previously it was reported under `Intangible assets`. The comparative balance
sheet has been restated accordingly.
Restatement of prior year figures as a result of the above-mentioned
adjustments:
30 June 2004
Balance sheet R million
Decrease in intangible assets (551)
Increase in investments - associated 551
companies
FINANCIAL REVIEW
Headline earnings
Headline earnings per share for the year to 30 June 2005, increased by 25.4%
from 151.4 cents to 189.8 cents, based on the weighted number of shares in
issue, totalling 441.6 million (2004: 488.9 million shares). Total headline
earnings for the year to 30 June 2005 was R838 million, compared to R740 million
for the year to 30 June 2004. This represents an increase of 13.2%.
In order to make a more meaningful evaluation of VenFin`s headline earnings the
following items, which are included in the current year`s headline earnings,
need to be taken into account:
An increase in the contribution of Sabido (Pty) Limited (e.tv) to VenFin`s
headline earnings of R96 million due to the recognition of a deferred tax asset
of R299 million in respect of e.tv`s assessed losses.
A negative fair value adjustment of R19 million on the embedded derivative
attached to the Dimension Data convertible bond.
Once-off restructuring costs incurred by Alexander Forbes Limited, which
contributed to a loss of R20 million in VenFin`s headline earnings, as well as
the effect of accounting for 7 months of earnings and 1 month of interest for
Alexander Forbes only. (For more detail, refer to note 2 of Annexure A)
The increase in headline earnings is largely attributable to:
A 37.9% increase in the equity accounted earnings from Vodacom (from R480
million to R662 million) due to steady growth in its earnings.
The increased contribution of e.tv to VenFin`s headline earnings, from R22
million to R43 million (excluding the effect of the recognition of the deferred
tax asset), as e.tv`s turn to profitability during 2004 gained momentum.
R&V Holdings Limited (R&V) became a wholly owned subsidiary on 30 June 2004. As
a result, a net taxation charge of R15 million was incurred on offshore interest
income earned on the cash and bonds consolidated in the balance sheet, which
partially offset the increase in headline earnings.
Vodacom
Vodacom has again performed well, with headline earnings up 31.8% to R4 128
million (2004: R3 133 million) and with an EBITDA margin (earnings before
interest, tax, depreciation and amortisation) of 35.1% (2004: 34.0%) for its
year ended 31 March 2005. Vodacom`s headline earnings for the three months from
1 April 2005 to 30 June 2005 increased by 37.5% to R1 049 million (2004: R763
million). Its total subscribers increased by 11.0% from 15.5 million subscribers
on 31 March 2005 to 17.2 million subscribers on 30 June 2005.
Alexander Forbes Limited (Alexander Forbes)
Alexander Forbes effectively became an associate at the beginning of September
2004 when VenFin acquired 25% of its issued shares. (Refer to `changes to
investments` below)
VenFin has accounted for this investment according to the equity method for
seven months, from 1 September 2004 to 31 March 2005, to coincide with the
financial year-end of Alexander Forbes. Alexander Forbes is a listed company and
to comply with the JSE Listings Requirements on price sensitive information,
VenFin could account only for financial information disclosed by Alexander
Forbes and available to the general public. This led to the decision to equity
account to 31 March 2005 only.
The attributable earnings from Alexander Forbes for the reporting period thus
consists of interest earned on the bonds for one month to 31 July 2004, and
equity accounted earnings for seven months, from 1 September 2004 to 31 March
2005. This has negatively affected VenFin`s reported headline earnings for the
year to 30 June 2005. Therefore the contribution of the investment in Alexander
Forbes to VenFin`s headline earnings per share is not comparable with the
previous financial year.
In subsequent years VenFin will equity account its interest in Alexander Forbes
over the period 1 April to 31 March. VenFin`s interim results to December will
therefore include Alexander Forbes`s results for the period from 1 April to 30
September.
Corporate (wholly owned subsidiaries)
The contribution to headline earnings of net interest income earned on cash
deposits in South Africa decreased from R65 million in 2004 to R14 million,
mainly as a result of a lower average cash balance due to the share repurchase
programme.
Dividends received from other investments contributed R13 million (2004: R12
million) to headline earnings.
Basic earnings
Basic earnings for the year ended 30 June 2005, increased by 153.2% to R1 094
million (2004: R432 million). Basic earnings reflect earnings after goodwill
amortisation, impairments of assets and non-recurring exceptional items. The
increase in basic earnings is attributable mainly to capital surpluses realised
on the disposal of investments and subsidiaries, as well as negative goodwill
realised on acquisitions.
Included in negative goodwill is an amount of R143 million in respect of an
adjustment to the goodwill that arose on the restructuring of VenFin`s interest
in R&V, which resulted in R&V becoming a wholly owned subsidiary of VenFin. This
adjustment relates to changes in the valuation of the embedded derivative
included in the Dimension Data convertible bond on the restructuring date.
IMPAIRMENT OF INVESTMENTS AND GOODWILL
Provision for the impairment of investments and goodwill amounting to R38
million has been made, of which the most significant is a provision for R37
million against the carrying value of the investment in GenuOne Incorporated to
reflect the risks associated with this investment.
An analysis and detailed composition of the performance of the various
investments appears in Annexures A and B and a full operational review of all
investments is given in the group`s 2005 annual report due for distribution by
the end of September 2005.
NET ASSET VALUE
The net asset value per share of listed investments at market value and the
directors` valuation of unlisted investments amounted to R43.72 on 30 June 2005,
compared to R28.80 per share at 30 June 2004. This is an increase of 51.8% year-
on-year and reflects mainly the increase in the value of Vodacom and the effect
of the share repurchase programme.
The net asset value of listed investments at market value and the directors`
valuation of unlisted investments increased by 47.2% from R12 949 million to R19
058 million on 30 June 2005.
The calculations to determine the directors` valuations of the unlisted
investments included analysis of the following factors:
Market value and earnings yield of similar listed shares, discounted for limited
tradeability of the unlisted shares
Growth potential and risk factors
Underlying net asset value
Profit history
Cash flow projections
CHANGES TO INVESTMENTS
The most significant changes to VenFin`s investment portfolio during the year
ended 30 June 2005 were:
GBP100 million Alexander Forbes Exchangeable bonds (the bonds)
During the year under review, VenFin sold the bonds to Alexander Forbes Limited
(Alexander Forbes) for a cash payment of R1 159.5 million and GBP12.5 million.
The R1 159.5 million was used to subscribe for 114.8 million Alexander Forbes
shares.
A further 1.1 million Alexander Forbes shares were acquired in the open market
for R12 million during September 2004. On 30 June 2005, VenFin`s effective
interest in Alexander Forbes was 25.2%. The investment is accounted for as an
associate.
Repurchase of VenFin shares
VenFin`s wholly owned subsidiary, VenFin Securities (Pty) Limited, acquired a
further 13.7 million VenFin ordinary shares at an average price of R22.11 per
share for R301.9 million. On 30 June 2005, the number of shares in treasury was
38.7 million, or 8.6% of the issued ordinary shares of 1 cent each.
Since the repurchase programme started in the 2002 financial year, a total of
86.3 million ordinary shares (19.3% of the current issued ordinary shares of 1
cent each) have been acquired at an average price of R19.49 per share.
Intervid Limited (Intervid)/CommsCo (Pty) Limited (CommsCo)
Through a scheme of arrangement in terms of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended, VenFin acquired all the Intervid shares it
did not already own for a cash consideration of R9 million and 99 458 VenFin
shares. Intervid became a wholly owned subsidiary and was delisted on 24 August
2004.
On 30 June 2005, Intervid and CommsCo merged their respective businesses into an
integrated security and infrastructure company, with VenFin`s effective interest
in this merged entity totalling 46.1%.
SAIL Group Limited (SAIL)
As previously reported, VenFin, as a member of a consortium, made an offer for
the shares held by the other shareholders of SAIL.
On 31 December 2004, the transaction was executed when VenFin, on behalf of the
consortium, acquired 172.9 million SAIL shares for R71 million. Subsequently,
28.1 million SAIL shares were repurchased by SAIL, while the remaining 144.8
million shares were converted into SAIL preference shares. Following this
transaction, VenFin`s effective interest in SAIL is 36.5%.
FrontRange Limited (FrontRange)
VenFin invested a further R64 million in FrontRange and the total cost of this
investment now amounts to R102 million, or R3.34 per share. On 30 June 2005,
VenFin`s effective interest in FrontRange was 19.0%.
Dimension Data Holdings plc (Didata)
RFS Finance Limited, a wholly owned offshore subsidiary of VenFin, acquired 94
million Didata shares for GBP33.7 million. On 30 June 2005, these shares
represented 7.0% of Didata`s issued shares. Assuming a conversion of the Didata
bond into equity, VenFin`s interest in the enlarged issued share capital of
Didata will be 18.4%. The equity interest of 7% is classified as an investment
in an associate. From 1 April 2005 it will be accounted for according to the
equity method.
Cueincident (Pty) Limited (Cueincident)
VenFin invested R12 million in Cueincident, which designs, installs, maintains
and operates electronic facilities management systems by utilising surveillance
technology. Customers include local government, state-owned enterprises and
large corporates. On 30 June 2005, VenFin`s interest in Cueincident amounted to
12.4%.
GEMS Oriental and General Funds (GEMS II and III)
VenFin invested a further $5.0 million in GEMS II, for a total investment to
date of $12.6 million.
VenFin committed $12.5 million to GEMS III, a fund started during 2005 by the
same management team as GEMS II. GEMS III aims to raise $300 million and will
also make direct investments in the Asian Pacific region. No amount has been
drawn on this commitment yet.
Milestone China Opportunities Fund I L.P. (Milestone China)
VenFin has invested a further $2 million in Milestone China. The total invested
to date amounts to $2.5 million, with a further $2.5 million committed.
Richemont Depositary Receipts (DRs)
During June 2005, RGH Investments Limited, a wholly owned foreign subsidiary of
VenFin, sold its remaining 25.3 million Richemont DRs for R524 million. An after
tax capital surplus of R173 million was realised.
Inala Technology Investments (Pty) Limited (Inala)
VenFin disposed of its 33.5% interest in Inala for R5 million and a capital
surplus of R1 million has been realised.
Psitek (Pty) Limited (Psitek)
VenFin sold shares in Psitek for R11 million to the Psitek share trust. A
capital surplus of R3 million was realised. On 30 June 2005, VenFin`s interest
in Psitek was 33.0%.
Sabido (Pty) Ltd (e.tv)
During the year under review e.tv issued and allotted 2 million shares to its
employee share trust, while VenFin sold 159 938 e.tv shares to the share trust,
resulting in a dilution of VenFin`s effective interest in e.tv to 31.5% on 30
June 2005 (2004: 33.0%).
Subsequent to the year-end:
Tracker Investment Holdings (Pty) Limited (Tracker)
During July 2005, VenFin purchased an additional 1 128 Tracker shares for R12
million and its interest in Tracker now amounts to 33.7% (30 June 2005: 32.1%).
Fraxion Holdings (Pty) Limited (Fraxion)
VenFin invested R3 million in Fraxion for a 33.3% interest. Fraxion develops and
markets a spending management solution that allows companies to manage and
control all spending activities by offering real-time visibility into spending
behaviour and budget positions.
EXCHANGE RATE DIFFERENCES
Net positive exchange rate differences as a result of the translation of foreign
entities into SA rand on 30 June 2005 amounted to R377 million (2004: negative
R1 026 million) and were credited directly to reserves.
PROSPECTS
New investments and strategy
We continue to evaluate new investment opportunities on a regular basis, both in
South Africa and abroad. Our investment strategy is to take a long-term view.
The focus remains on investments with the potential to make a meaningful
contribution to VenFin. Investments are constantly evaluated and if the
prognosis for any investment changes and it becomes clear that it cannot make a
meaningful contribution to VenFin in the long term, the investment is realised.
Share repurchases
We have again invested surplus cash to repurchase VenFin shares, on the basis
that it supports our strategy to add value to our shareholders over the longer
term. In terms of this strategy we will continue to repurchase shares.
AUDIT REPORT
The annual financial statements have been audited by PricewaterhouseCoopers Inc.
and their unqualified audit reports on the comprehensive annual financial
statements and the summarised financial statements are available for inspection
at the registered office of the Company.
CAUTIONARY ANNOUNCEMENT
Shareholders are advised that discussions are taking place which may have a
material effect on the VenFin share price. Accordingly shareholders are advised
to exercise caution when dealing in the Company`s securities until a further
announcement is made.
DIVIDEND
Declaration of Dividend No 3
Notice is hereby given that a final dividend of 50.0 cents (2004: 32.5 cents)
per share has been declared for the financial year ended 30 June 2005 in respect
of both the ordinary shares of one cent each and the unlisted B ordinary shares
of ten cents each.
Dates of importance:
Last day to trade in order to participate in Friday, 7 October 2005
the final dividend
Trading on or after this date will be ex the Monday, 10 October 2005
final dividend
Record date Friday, 14 October 2005
Payment date Monday, 17 October 2005
Shareholders may not dematerialise or rematerialise their holdings of ordinary
shares between Monday, 10 October 2005 and Friday, 14 October 2005, both days
included.
The Annual General Meeting will be held on Wednesday, 26 October 2005. The
Annual Report will be posted to members during September 2005.
Signed on behalf of the Board of Directors.
Johann Rupert Josua Malherbe
Chairman Chief Executive Officer
Stellenbosch
6 September 2005
DIRECTORS AND ADMINISTRATION
Directors
Non-executive directors
Johann Rupert (Chairman)
John Newbury (Deputy Chairman)
Piet Beyers
Mike Bosman
Liesbeth Botha
Jan Dreyer
GT Ferreira
Anthony Fletcher
Elias Links
Executive directors
Josua Malherbe (Chief Executive Officer)
Jannie Durand
Secretary
Mariza Lubbe
Listing
JSE Limited
Sector: Financial - Investment Companies
American depositary receipt (ADR) program
Cusip number 922672100 ADR to ordinary share 1 : 1
Depositary
The Bank of New York, 101 Barclay Street, New York NY 10286
Business address
25 Quantum Street, Techno Park, Stellenbosch 7600
PO Box 456, Stellenbosch 7599
Registered office
Carpe Diem Office Park
Techno Park, Stellenbosch 7600
Transfer secretaries
Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall Street,
Johannesburg 2001 (PO Box 61051, Marshalltown 2107)
Auditors
PricewaterhouseCoopers Inc.
Stellenbosch
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
www.venfin.com
Date: 06/09/2005 05:04:05 PM
Produced by the JSE SENS Department
