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FVT
FVT
Fairvest Property Holdings Limited - Consolidated Audited Financial Results For
The Financial Year Ended 30 September 2005, Renewal Of Cautionary And Result Of
Court Order
FAIRVEST PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1998/005011/06)
("Fairvest" or "the company")
Share code: FVT ISIN: ZAE000034658
CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE FINANCIAL YEAR ENDED
30 SEPTEMBER 2005, RENEWAL OF CAUTIONARY ANNOUNCEMENT AND RESULTS OF
COURT ORDER
Audited Restated
results audited
results
for year for year
ended ended
30 Sep 2005 30 Sep 2004
R"000 R"000
BALANCE SHEET AT 30 SEPTEMBER 2005
ASSETS
NON-CURRENT ASSETS 134,991 198,268
Property and equipment 132,790 196,609
Financial assets 104 104
Accounts receivable 2,097 1,555
CURRENT ASSETS 8,435 20,527
Trade and other receivables 5,776 11,229
Amount due from a vendor 0 9,151
Cash and cash equivalents 2,659 147
TOTAL ASSETS 143,426 218,795
EQUITY AND LIABILITIES
EQUITY AND RESERVES
Ordinary share capital 845 1,162
NON-CURRENT LIABILITIES 133,300 196,729
Linked unit debentures and premium 59,071 69,357
Long-term liabilities 65,384 116,464
Deferred taxation 8,845 10,908
CURRENT LIABILITIES 9,281 20,904
Loans payable 0 5,450
Taxation 397 1,122
Trade and other payables 6,593 11,305
Interest bearing redeemable 2,291 2,291
debentures
Bank overdraft 0 736
TOTAL EQUITY AND LIABILITIES 143,426 218,795
INCOME STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2005
GROSS REVENUE 32,421 51,160
Turnover 31,956 50,528
Adjustment in respect of smoothing 465 632
of leases
Operating costs -23,356 -26,874
Other revenue net of costs -868 749
Fair value adjustments - -5,003 15,121
debentures
Fair value adjustments - 0 -270
investments
Loss on sale of investment -150 -15,517
property
Fair value adjustment - investment 4,285 -1,094
properties
Financial asset accounted for 0 2,509
OPERATING PROFIT 8,197 25,035
Interest received 182 266
Debenture interest -218 -218
Finance charges -10,886 -21,662
PROFIT BEFORE TAXATION -2,725 3,421
Taxation 2,725 -3,421
PROFIT ATTRIBUTABLE TO 0 0
SHAREHOLDERS
CASH FLOW STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2005
Cash flow from operating 3,189 -28,510
activities
Cash flow from investing 68,099 64,944
activities
Cash flow from financing -68,040 -37,320
activities
Net decrease/increase in cash and 3,248 -886
cash equivalents
Cash and cash equivalents at -589 297
beginning of year
Cash and cash equivalents at end 2,659 -589
of year
RECONCILLIATION BETWEEN NET EARNINGS AND HEADLINE
EARNINGS
Shares are traded as part of
linked units
Profit attributable to 0 0
shareholders
Realised loss on sale of 150 15,517
investment properties
Fair value adjustments to -4,285 1,094
investment properties
Fair value adjustments to 0 270
investments
Headline earnings as required by -4,135 16,881
Generally Accepted Accounting
Practice
Fair value adjustments to 5,003 -15,121
debentures
Revised headline earnings 868 1,760
Basic earnings per linked unit 0 0
(cents)
Headline earnings per linked unit -4.29 14.38
(cents) as required by Generally
Accepted Accounting Practice
Headline earnings / (loss) per 0.90 1.50
linked unit (cents)
Net asset value per linked unit 69.84 60.06
(cents)
Net tangible asset value per 69.84 60.06
linked unit (cents)
Distribution per linked unit 0 0
(cents)
Number of linked units in issue at 85,795,988 117,411,604
30 September 2005
Weighted average number of linked 96,450,018 117,411,604
units
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2005
Share Share Distributab
capital premium le reserve
GROUP
Balance at 1 October 2003 1,147 0 0
Share capital issued 15
Profit for the year 0 0
Balance at 30 September 2004 1,162 0 0
Profit for the year 0
Share capital repurchased * -317
Balance at 30 September 2005 845 0 0
STATEMENT OF CHANGES IN DEBENTURES FOR THE YEAR ENDED 30 SEPTEMBER
2005
Debenture Linked Total
capital unit
debentur
e
premium
GROUP
Balance at 1 October 2003 1,147 81,200 82,347
AC105 adjustment - in respect of 1,226 1,226
smoothing of leases
Restated balance at 1 October 2003 1,147 82,426 83,573
Debentures issued 15 890 905
AC133 adjustment - original -15,671 -15,671
AC105 adjustment - in respect of 550 550
smoothing of leases
Balance at 30 September 2004 1,162 68,195 69,357
0
Debentures repurchased * -317 -14,972 -15,289
AC133 adjustment 5,003 5,003
Balance at 30 September 2005 845 58,226 59,071
Note:
* These linked units were repurchased during the current year, but
certain administrative formalities have not been completed relating
to the cancellation of the share component of such linked units.
However, the numbers of shares and debentures take cognisance of the
repurchase.
COMMENTS
Introduction and background
Fairvest linked unitholders are advised that the settlement of
certain major creditors of the Fairvest Group in terms of the
proposals contained in the circular to linked unitholders dated 20
June 2005, have all been attended to and implemented after the
general meeting of linked unitholders held on 13 July 2005, leaving
the Fairvest Group poised for focussed attention to growth
opportunities.
Subsequent to the year-end:
- Mr RS Wilkinson resigned as independent non-executive chairman with
effect from 26 October 2005; and
- Corporate Governance CC resigned as company secretary with effect
from 26 October 2005 and was replaced by Jennifer Ann Lupton, ACIS.
Restated results for the financial year ended 30 September 2004
The restatement of the results for the financial year ended 30
September 2004 is due to the smoothing of leases in terms of AC105
"Operating leases".
Disposal of the subsidiaries owning the Izingolweni and Coastline
properties
The determination of the final purchase prices in respect of the
disposals of the relevant subsidiaries of Fairvest owning the
Izingolweni and Coastline properties respectively have been finalised
and the related adjustment accounts settled. Accordingly, a net
amount of R3 473 841 is due to Fairvest by the purchaser, which
amount has to be paid by 28 February 2006.
Basis of presentation
The financial statements are prepared in accordance with South
African Statements of Generally Accepted Accounting Practice, and
with the Companies Act 1973, as amended, and are consistent with the
accounting policies used in the previous year. These results have
been audited by Horwath Leveton Boner, Chartered Accountants (SA).
Their unqualified audit opinion is available for inspection at the
business address of the company at 9th Floor, Umhlanga Protea Hotel,
corner Chartwell and Lighthouse Roads, Umhlanga Rocks, Durban.
Annual general meeting
Fairvest linked unitholders are advised that the next annual general
meeting will be convened to be held at 10h00 on Wednesday, 15 March
2005 in the boardroom of the company at 9th Floor, Umhlanga Protea
Hotel, corner Chartwell and Lighthouse Roads, Umhlanga Rocks, Durban.
RESULTS OF COURT ORDER
In terms of an order of the High Court of South Africa (Witwatersrand
Local Division) of 4 October 2005, it was ruled that:
- Mr TA Bell was not a related party in relation to the disposal of
the share in Constantia Park Share Block (Pty) Limited referred to
under the heading "Constantia Park Property" in paragraph 1.1 of the
circular to linked unitholders dated 20 June 2005; and
- certain directors and shareholders of the purchaser of the Protea
Mall Retail property detailed in paragraph 1.5 of the circular to
linked unitholders dated 20 June 2005 were not related parties in
relation to the disposal by Fairvest Properties (Pty) Limited of that
property.
Accordingly, Fairvest will not issue a circular to linked unitholders
in terms of which linked unitholders will be required to vote in
general meeting for the ratification of those transactions.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
With reference to the previous cautionary announcement dated 9
September 2005, linked unit holders are advised that negotiations are
continuing, which if successfully concluded may have an effect on the
linked unit price of Fairvest linked units and accordingly, linked
unitholders are advised to continue to exercise caution in dealing in
their linked units until a further announcement is made.
Directors:
TA Bell, TP Botsis, DA Johnston, AB Platt
Company secretary:
JA Lupton, ACIS
Transfer Secretaries:
Computershare Investor Services 2004 (Proprietary) Limited
Ground Floor, 70 Marshall Street, Johannesburg 2001
Date: 22/12/2005 02:36:36 PM Produced by the JSE SENS Department
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