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Zeltis - Abridged report on the audited group financial results for the year
ended 30 June 2005 and notice of annual general meeting
ZELTIS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1946/0211141/06
JSE code: ZLT ISIN code: ZAE000037297
("Zeltis" or "the group")
ABRIDGED REPORT ON THE AUDITED GROUP FINANCIAL RESULTS FOR THE YEAR ENDED 30
JUNE 2005 AND NOTICE OF ANNUAL GENERAL MEETING
BALANCE SHEETS at 30 June 2005
GROUP COMPANY
2005 2004 2005 2004
R"000 R"000 R"000 R"000
ASSETS
Non-current assets 298 6 873 - -
Fixed assets 298 750 - -
Intangible assets - 5 000 - -
Investment in 250 -
subsidiaries
Investments - 1 123 - -
Current assets 10 501 16 507 - -
Accounts receivable 6 221 13 527 - -
Cash & cash 4 280 2 980 - -
equivalents
Total assets 10 799 23 380 250 -
EQUITY AND
LIABILITIES
Capital and (4 437) (8 284) 250 -
reserves
Ordinary share 4 102 4 102 4 102 4 102
capital
Share premium 114 973 114 973 141 382 141 382
Accumulated losses (123 519) (127 405) (145 234) (145 523)
Outside 7 7
shareholders"
interest
Ordinary (4 437) (8 323) 250 (39)
shareholders"
interest
Preference share - 39 - 39
capital
Non-current
liabilities
Long term 9 615 7 586 - -
liabilities
Current liabilities 5 621 24 078 - -
Accounts payable 5 266 15 705 - -
Bank overdraft - 1 063 - -
Provisions 355 1 279
Current portion of - 6 031 - -
long-term debt
Total equity and 10 799 23 380 250 -
liabilities
INCOME STATEMENTS for the year ended 30 June 2005
GROUP COMPANY
2005 2004 2005 2004
R"000 R"000 R"000 R"000
Turnover 113 983 127 903 - -
Gross income 9 745 10 847 - -
Operating
profit/(loss) on
ordinary activities 2 614 (7 674) 289 (1 880)
before investment
income
Investment income
2 708 (87) - -
Profit/(loss) before 5 322 (7 761) 289 (1 880)
finance costs
Finance costs (1 436) (1 658) - -
Net profit/(loss)
for the year 3 886 (9 419) 289 (1 880)
Outside
shareholders" share - (7)
of profits
Net profit/(loss)
due to ordinary 3 886 (9 426) 289 (1 880)
shareholders
2005 2004
Cents per Cents per
share share
Earnings/ (loss) per 4.74 (11.49)
share
Adjustments for (9.83) 18.36
headline earnings:
(Profit)/ loss on (3.78) 0.15
disposal of
investments
(Profit) on (12.59) -
liquidation of group
companies
Goodwill amortised 6.09 6.51
and impaired
Investment & loans 0.61 11.70
written off
PProfit on sale of (0.16)
tangible assets
Headline loss per (5.09) 6.87
share
STATEMENTS OF CHANGES IN EQUITY for the year ended 30 June 2005
Group Outside
Ordinary Share share Distributable
share premium holders" reserve Total
capital interest
R"000 R"000 R"000 R"000 R"000
Balance at 30 4 102 114 973 - (117 979) 1 096
June 2003
Net loss for (9 426) (9 426)
the year
Outside 7 7
shareholders"
share of
profits
Balance at 30 4 102 114 973 7 (127 405) (8 323)
June 2004
Net profit for 3 886 3 886
the year
Balance at 30 4 102 114 973 7 (123 519) (4 437)
June 2005
Company
Ordinary share Share Distributable
capital premium reserve Total
R"000 R"000 R"000 R"000
Balance at 30 4 102 141 382 (143 643) 1 841
June 2003
Net loss for (1880) (1880)
the year
Balance at 30 4 102 141 382 (145 523) (39)
June 2004
Net profit for 289 289
the year
Balance at 30 4 102 141 382 (145 234) 250
June 2005
CASH FLOW STATEMENTS for the year ended 30 June 2005
GROUP COMPANY
2005 2004 2005 2004
R"000 R"000 R"000 R"000
Cash flows from
operating activities
Cash generated 3 751 (977) - -
/(utilised) in
operations
Interest received 104 (87) - -
Finance costs (1 436) (1 658) - -
Net cash 2 419 (2 722) - -
inflow/(outflow) from
operations
Cash flows from
investing activities
- -
Replacement of fixed (119) (170) - -
assets
Proceeds from disposal 377 763 - -
of fixed assets
Proceeds from disposal 3 688 1 977 -
of investments -
-
Net cash inflow from 3 946 2 570 -
investing activities
Cash flows from
financing activities
Loans raised - 3 000 - -
Loans repaid (4 002) (555) -
-
Net cash
(outflow)/inflow from (4 002) 2 445 - -
financing activities
Net change in cash and
cash equivalents 2 363 2 293 - -
Cash and cash
equivalents at beginning 1 917 (376) - -
of year
Cash and cash
equivalents at end of 4 280 1 917 - -
year
BASIS OF PREPARATION
The financial statements have been prepared in accordance with South African
Statements of Generally Accepted Accounting Practice. The financial statements
have been prepared under the historical cost convention as modified by the
revaluation of certain property, plant and equipment, marketable securities and
investment properties.
The principal accounting policies used by the group are consistent with those of
the previous year, unless otherwise stated.
REVIEW OF OPERATIONS
The directors present the results of the Group for the year ending 30 June 2005.
The following comments are worthy of note:
During the year the Group sold it"s investment in Kairos Industrial Holdings
Limited for R3 724 million, earning a profit of R3 104 million in the process.
These proceeds were used to partially settle the group"s biggest loan creditor,
Cromarty SA. The details of this transaction are set out for ratification in a
supplement to the Group"s annual report, as per a JSE Limited ruling.
The group liquidated two subsidiaries towards the end of the financial year,
when it became clear that despite the huge effort made to prevent it, the
companies were not going to survive.
- DD Recruitment (Pty) Limited lost the contract to supply staff to the Anglo
American Platinum Mine at Rasimone near Rustenburg, for operational reasons. The
new contractor supplies both mining and staffing, whereas DD Recruitment could
not provide the mining option.
- Zeltis Management Services (Pty) Limited, without the future management fee
income from DD Recruitment, withering prospects of recovery from its
investments, the high costs of legal cases involving High Court actions and its
financial inability to pursue every case, have all led to the conclusion that it
could not be expected to earn sufficient income to settle its creditors.
As a part of the separation of the listed shell company from the balance of the
Zeltis Group operations, which is dealt with more comprehensively in a circular
to be sent to shareholders in due course, the company has received an offer to
sell it"s assets and liabilities to the C.E.O. for a sum of R 250 000 or top of
the range of the value set by an independent professional advisor providing the
fair and reasonable statement, whichever is the lower. The directors have
considered this offer in the best interests of the company and have decided to
accept it. Irrevocable support for this decision has been received from more
than 50% of the shareholders of the company.
The going concern of the company, Zeltis Holdings Limited, is dependant on the
reduction in costs, particularly the listing costs which have become an
unproductive burden to the group. The abovementioned sale achieves this in a way
that the group can afford, and the directors believe that the future of the
company is dependant on this sale taking place.
AUDITORS OPINION
The financial statements of the group have been prepared in accordance with
South African Statements of Generally Accepted Accounting Practice.
The auditors have given an unqualified audit opinion on the financial
statements. They have emphasised the comments made by the directors with regard
to the going concern assumption above and have stated thus:
"Without qualifying our opinion above, we draw attention to the comments
regarding the going concern of the group noted by the directors in their report.
The financial statements have been prepared on the assumption that the sale of
the assets and liabilities of the group to a non-listed structure, as noted,
will be successful as irrevocable support for the transaction has been received
by a majority of the shareholders of the company."
The auditors opinion is available for inspection at the company"s registered
offices.
ANNUAL GENERAL MEETING
The annual report will be mailed to shareholders on Monday, 3 October 2005 along
with the notice of annual general meeting. The annual general meeting will be
held on Thursday, 17 November 2005 at 09:00 at the registered offices of Zeltis
Holdings Limited, 23 Fricker Road, Illovo, Johannesburg.
The forms of proxy included in the annual report for those members who are
unable to attend the general meeting must be received by the transfer
secretaries, Computershare Limited, 70 Marshall Street, Johannesburg, 2001 (PO
Box 61763, Marshalltown, 2107) by no later than 09:00 on Tuesday, 15 November
2005.
For and on behalf of the board
DX Hellmann (Chairman)
RN McLeod (Managing)
CHD Field (Financial)
CD Payne
Transfer Secretaries: Computershare Investor Services 2004 (Pty) Limited, 70
Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)
Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
30 September 2005
Date: 30/09/2005 03:37:44 PM Produced by the JSE SENS Department
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