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Creditvision - Audited results for the year ended 28 February 2005
Creditvision Holdings Limited
(formerly Nova Education and Technology Holdings Limited)
(the name of which it is proposed to change to Verimark Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/006957/06)
Share code: CDT ISIN: ZAE000053492
(`Creditvision` or `the company` or `the group`)
Audited results for the year ended 28 February 2005
CONSOLIDATED INCOME STATEMENT
for the year ended 28 February 2005
Audited Audited
12 Months 12 Months
Feb 2005 Feb 2004
R R
Revenue 2 784 678 9 997 952
Operating profit/(loss) (1 239 269) (122 526)
Net interest 4 432 (2 561 440)
Operating profit/(loss) before taxation (1 234 837) (2 683 966)
Taxation (37 410) (8 758 823)
Net profit/(loss) after taxation (1 272 247) (11 442 789)
Loans written off and provision for doubtful
loans (155 790) (2 676 621)
Amortisation of intangible assets - (43 854)
Net profit/(loss) for the year (1 428 037) (14 163 264)
Earnings/(loss) per share(cents) (1.03) (10.32)
Number of shares 142 411 031 137 222 200
Weighted average number of shares 138 629 582 137 222 200
RECONCILIATION OF HEADLINE
EARNINGS
Net loss per the financial statements (1 428 037) (14 163 264)
Adjusted for:
Amortisation of intangible assets - 43 854
Provision for loans to
subsidiaries written off 155 790 2 676 621
Headline earnings (1 272 247) (11 442 789)
Headline earnings per share (cents) (0.91) (8.34)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 28 February 2005
Share Share Accumulated
capital premium loss Total
R R R R
29 February 2005
Balance beginning
of the year 13 722 40 875 874 (38 237 183) 2 652 413
Sale of
subsidiaries - - 2 529 857 2 529 857
Net profit/(loss)
for the year - - (1 428 037) (1 428 037)
Issue of share
capital 520 1 192 922 - 1 193 442
Balance end of the
year 14 242 42 068 796 (37 135 363) 4 947 675
29 FEBRUARY 2004
Balance beginning
of the year 13 722 40 875 874 (24 515 191) 16 374 405
Sale of joint
venture - - 441 272 441 272
Net profit/(loss)
for the year - - (14 163 264) (14 163 264)
Balance end of the
year 13 722 40 875 874 (38 237 183) 2 652 413
CONSOLIDATED BALANCE SHEET
28 February 2005
Audited Audited
12 Months 12 Months
Feb 2005 Feb 2004
R R
ASSETS
NON-CURRENT ASSETS 2 719 350 16 845 176
Property plant and equipment 2 522 550 372 582
Long-term trade receivables - 15 077 717
Loan receivable 196 800 196 800
Loan to Joint Venture - 1 040 196
Deferred tax - 23 958
Intangible assets - 133 923
CURRENT ASSETS 5 790 988 10 652 232
Accounts receivable and other debtors 4 108 417 8 099 714
Cash and cash equivalents 1 112 571 643 827
Inventory - 1 908 691
Loans receivable 570 000 -
8 510 338 27 497 408
EQUITY AND LIABILITIES
CAPITAL AND RESERVES 4 947 675 2 652 413
Share capital 14 242 13 722
Share premium 42 068 786 40 875 874
Retained income/(loss) (37 135 353) (38 237 183)
NON-CURRENT LIABILITIES 2 640 853 22 032 532
Interest bearing loans 2 115 494 20 732 144
Non-interest bearing loans 525 359 1 300 388
CURRENT LIABILITIES 921 810 2 812 463
Accounts payable 164 719 1 598 850
Provisions - 42 138
Bank overdraft - 640 059
Short term portion of long term liability 712 400 -
Receiver of Revenue 44 691 531 416
8 510 338 27 497 408
ABRIDGED CASH FLOW STATEMENT
for the year ended 28 February 2005
Audited Audited
12 months 12 months
Feb 2005 Feb 2004
R R
Cash flows from operating activities (379 908) 39 521
Cash flows from investing activities (624 501) (3 831 474)
Cash flows from financing activities 2 131 252 3 939 079
Net decrease/(increase) in cash
and cash equivalents at end of year 1 126 843 147 126
Cash and cash equivalents at beginning
of year (14 272) (143 359)
Previously published 3 767 (89 306)
Cash and cash equivalents of joint venture
and subsidiaries sold (18 039) (54 053)
Cash and cash equivalents at end of year 1 112 571 3 767
1.REVIEW OF RESULTS
The results of the group for the year ended 28 February 2005 as set out above
have been audited by the company`s auditors, Henk Prinsloo & Partners Inc., as
required by the JSE Securities Exchange South Africa. The audit report is
available for inspection at the company`s registered office.
During the year under review the Company completed the disposal of certain
operations as part of a transaction that resulted in a change in control as
detailed in the circular to shareholders dated 20 February 2004.
The operations that were disposed of were loss-making at the time of disposal
and are the primary reason for the decrease in turnover, attributable loss and
net asset value from 2004 to 2005. The transaction including the change in
control was completed on 15 March 2004.
Following the change in control, the Company investigated several potential
projects and transactions. During the year, whilst looking for the right
opportunity, the company continued with its core financial business, which is
that of financing and related financial services. The Company subsequently
entered into an agreement to acquire Verimark Holdings (Pty) Ltd (`Verimark`)
as announced in the financial press on 18 April 2005 (`the acquisition`). The
final terms of the acquisition and the financial effects thereof are given in
paragraph 3 below.
2. ACCOUNTING POLICY
This report has been prepared in terms of South African Statements of
Generally Accepted Accounting Practice (GAAP), and is consistent with those
applied in the financial statements for the year ended 28 February 2004.
3. ACQUISITION OF VERIMARK
On 18 April 2005 the Company announced in the financial press that it had
entered into an agreement to acquire 100% of the shares and claims on loan
account of Verimark in consideration for the issue of Creditvision shares at an
aggregate issue price of R300 million. The purchase price has since been
restructured as follows:
- Verimark will declare and pay an interim dividend to the current
Verimark shareholders equal to the after tax profits earned from 1 March 2005
up to the effective date of the acquisition, which is expected to be 1 July
2005;
- Having regard to the abovementioned dividend, the acquisition price for
Verimark is reduced from R300 million to R275 million, payable by the issue of
110 000 000 new consolidated Creditvision shares (the `consideration shares`)
at an issue price of R2.50 per share;
- The Verimark vendors will renounce 52 000 000 of the consideration
shares in favour of institutional and other selected investors for a cash
consideration of R2.50 per share, thereby retaining 58 000 000 shares (51% of
the enlarged issued share capital); and
- Creditvision will no longer be raising additional funds by means of a
specific issue for cash as previously proposed.
The audited financial results for the year ended 28 February 2005 are
now completed and the financial effects of the transaction on the shares in
issue, earnings per share, headline earnings per share and net asset value per
share are:
Before After
Shares in issue prior to Verimark acquisition 142 411 031 142 411 031
Shares in issue after consolidation in the
proposed ratio of 3 for 100 4 272 330 4 272 330
New shares issued to Verimark vendors
at R2.50 per share - 110 000 000
Total shares in issue 4 272 330 142 272 330
Weighted shares in issue 4 158 887 114 158 887
Earnings/(loss) per share (cents) (34.34) 24.26
Headline earnings/loss per share (cents) (30.59) 24.40
NAV/NTAV per share (cents) 115.81 34.16
Notes:
i. The `Before` column has been extracted from the audited annual financial
statements of Creditvision for the year ended 28 February 2005. The
following adjustments were made to the `Before`-numbers:
a. The shares currently in issue have been adjusted by the proposed
consolidation ratio of 3 consolidated shares for every 100 shares
currently owned; and
b. The loss per share, headline loss per share and net asset value per share
for the current year have been recalculated using 4 272 330 consolidated
shares.
ii. The `After` column has been compiled from the audited annual financial
statements of Creditvision and Verimark for the year ended 28 February 2005
as if the transaction has been in effect for the full financial year ended
28 February 2005.
4. CIRCULAR TO SHAREHOLDERS
The acquisition of Verimark constitutes a reverse takeover in terms of the
listing requirements of the JSE Securities Exchange South Africa. A circular
containing details of the transaction, incorporating a notice of a general
meeting and revised listing particulars of Creditvision will be posted to
Creditvision shareholders in due course.
On behalf of the Board
DIRECTORS OF THE COMPANY
The current directors of the company are:
Executive
Mr H W Bonsma - Chairman of the Board
Mr K M van Nieuwenhuizen - Chief Executive Officer
Mrs M Durrant - Chief Financial Officer
Dr P W de Wet - Director of the Board
Non-executive Company secretary
Mr D H Cooper Mrs E G Schubert
Dr J T Motlatsi
Postal address Physical address
PO Box 1571 Bank Forum Building
Brooklyn Square, 0075 Ground Floor
337 Veale Street,Brooklyn, 0181
Joint corporate advisor and lead sponsor
PSG CAPITAL
Joint corporate advisor and joint sponsor
RIVER GROUP
www.creditvision.co.za
info@creditvision.co.za
Date: 11/05/2005 07:28:08 AM
Produced by the JSE SENS Department
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