| Fri 10 Mar 2006, 17:47 | | WB Holdings - Cautionary Announcement |
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\WB Holdings - Unaudited Interim Results For The S 10 Mar 2006
WBH
WBH
WB Holdings - Unaudited Interim Results For The Six Months Ended 31 December
2005 And Cautionary Announcement
WB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE code: WBH & ISIN: ZAE000007902
("WB Holdings" or "the company")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2005 AND
CAUTIONARY ANNOUNCEMENT
Income Statement
Audited
Year
Six months ended ended
31 December 30 June
2005 2004 2005
R"000 R"000 R"000
Revenue 2 24 604 45 877
Operating loss (4 539) (18 492) (19 404)
Net finance cost - (1 316) (2 252)
Loss before taxation (4 539) (19 808) (21 656)
Taxation - STC (428) 3 262 3 537
Loss for the period (4 967) (16 546) (18 119)
Reconciliation between earnings and
headline earnings:
Net loss for the period: (4 967) (16 546) (18 119)
Impairment losses - 11 592 12 734
Loss on disposal of fixed assets - 1 175 (856)
Loss on removal of orchards - 3 107 -
Profit on sale of investments - - (31)
Taxation on distribution of dividends 428 - -
Loss on disposal of subsidiary 4 522 - -
Headline losses (17) (672) (6 272)
Ordinary shares in issue (000"s) 9 400 9 400 9 400
Loss per share (cents) (52,8) (176,0) (192,8)
Headline loss per share (cents ) (0,2) (7,1) (66,7)
BALANCE SHEET
Assets
Non-current assets
Tangible assets - 40 877 33 475
Investments - 9 632 1 490
- 50 509 34 965
Current assets 1 325 2 133 11 238
1 325 52 642 46 203
Equity and liabilities
Capital and reserves
Share capital 94 94 94
Reserves 860 24 555 22 935
954 24 649 23 029
Non-current liabilities - 12 326 10 960
Interest bearing liabilities - 11 293 10 202
Deferred tax - 1 033 758
Current liabilities 371 15 667 12 214
1 325 52 642 46 203
NAV per share (cents) 10,1 262,2 245,0
STATEMENT OF CHANGES IN EQUITY
Opening balance 23 029 41 195 41 195
Decrease in fair value reserve - - ( 53)
Reversal of unclaimed dividends - - 6
Dividend paid (17 108) - -
Loss for the period (4 539) (16 546) (18 119)
Secondary tax on dividend paid ( 428) - -
Closing balance 954 24 649 23 029
CASH FLOW STATEMENT
Operating activities (458) (1 342) ( 479)
Investing activities - (553) 7 479
Finance activities - (1 216) (8 740)
Disposal of subsidiary 19 000
Bank overdraft of
subsidiaries no longer
consolidated 1 775
Taxation - STC (428)
Dividend paid (16 789) -
Net cash flow 3 100 (3 111) (1 740)
Opening balance (1 775) ( 35) ( 35)
Closing balance 1 325 (3 146) (1 775)
ACCOUNTING POLICY
The interim financial statements are prepared in accordance with Statements of
Generally Accepted Accounting Practice in South Africa on the historical cost
basis and in regard to the comparatives, modified by the revaluation of
available- for-sale investment securities, biological assets and agricultural
produce. The principal accounting policies are consistent with those of the
previous period.
The unaudited interim financial results have also been prepared in accordance
with International Financial Reporting Standards (IFRS), IAS 34 - Interim
Financial Reporting and the requirements of the Companies Act 1973. No IFRS
adjustment is necessary as the company has no assets other than cash.
COMMENT
The operating loss for the period includes the net loss on disposal of the
company"s subsidiary of R4 522 000.
The unaudited interim results of operations for the six months ended 31
December 2005 reflect and give effect to the corporate transactions described
below and are not meaningfully comparable with the unaudited results for the
same period in the prior year or to the audited results for the fiscal year
ended 30 June 2005.
In terms of a circular to shareholders dated 10 November 2005, a shareholders"
meeting was convened on 28 November 2005 at which shareholders approved the
sale of its entire business undertaking to SGM Investments (Pty) Ltd for R19
million and declared a special dividend to shareholders of R1.82 per share.
This left the company as a ""cash shell"" as defined in the JSE Listings
Requirements, holding approximately R1 million in cash after provisions, as
its sole asset.
It was announced on SENS on 28 October 2005 and in the press on 29 October
2005 that Messrs. J M Kahn and M I Sacks (or their nominees) had agreed to
purchase 80% of the issued shares in WB Holdings. The purchase was conditional
upon several items including JSE approval to maintain the listing of the
company and approval of the SRP to waive the mandatory offer to minority
shareholders. The company sought and received approval from the JSE to
maintain the listing after the purchase. The SRP waived the mandatory offer
otherwise required, subject to the approval of the company"s shareholders,
which approval was sought and received at the shareholders" meeting on 28
November 2005.
The purchase was concluded and announced on SENS on 20 December 2005. The
existing board of directors of the company was replaced with effect from 20
December 2005 by N B Bam, N Canca, M Gantsho, J M Kahn, M I Sacks and D I
Swartz.
Concurrently with that announcement the company issued a cautionary
announcement indicating that initiatives were being finalised to recapitalise
the company, to introduce BEE associates and other stakeholders and to change
the company"s name. The company also indicated that it intended to approach
the JSE to change the sector on which the company is listed.
CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the reorganisation and restructuring referred to
above and in the cautionary announcements dated 20 December 2005 and 1
February 2006 continue. Details regarding the reorganisation are contained in
a circular to shareholders dated 6 March 2006 convening a shareholders"
meeting to be held on 31 March 2006. Details of the recapitalisation will be
announced in the near future and shareholders should continue to exercise
caution when dealing in the company"s securities until such time.
On behalf of the board
Michael I Sacks
Secretary
10 March 2006
Registered Office and Postal Address:
15 Girton Road, Parktown, 2193
Transfer Secretaries:
Computershare Investor Services 2004 (Pty) Limited,
PO Box 61051, Marshalltown, 2107
Sponsor:
Sasfin Capital, a division of Sasfin Bank Limited
Directors:
N Brigalia Bam*, Nomhle M J Canca*, Mandla V Gantsho*, J Meyer Kahn*,
Michael I Sacks*, Prof. Derrick I Swartz* * Non-executive
Company Secretary:
Michael I Sacks CA(SA) AICPA (ISR)
Date: 10/03/2006 05:20:14 PM Produced by the JSE SENS Department
