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BEG
BEG
Beige - Notice Of AGM and minor changes to the Consolidated Balance Sheets,
Income Statements and Cash Flow Statements
Beige Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No: 1997/006871/06)
Share code: BEG & ISIN code: ZAE000034161
("Beige" or "the company")
NOTICE OF ANNUAL GENERAL MEETING AND MINOR CHANGES TO THE CONSOLIDATED
BALANCE SHEETS, INCOME STATEMENTS AND CASH FLOW STATEMENTS
Notice is hereby given that the annual general meeting of the company will
be held in the boardroom, Arcay House, Number 3 Anerley Road, Parktown,
Johannesburg, at 10:00 on Friday, 08 September 2006, to transact the
business as stated in the annual general meeting included in the Annual
Report posted to shareholders on 17 August 2006.
Minor positive changes to the consolidated balance sheets, income
statements and cash flow statements:
The company published its reviewed provisional results for the 13-months
ended 31 March 2006 on 14 June 2006. Subsequent to the publication of the
reviewed provisional results, minor changes were made to the consolidated
balance sheets, income statements and cash flow statements in respect of
the current and prior years, which changes are set out below.
On 02 August 2006, it was announced on SENS than Beige had concluded an
empowerment transaction with Thebe HealthCare (Proprietary) Limited in
conjunction with the acquisition of an additional 50% plus one share in
Quality Products ("the Quality Products transaction"). The pro forma
effects of the Quality Products transaction on the audited consolidated
balance sheets and income statements, had the Quality Products transaction
been concluded, for balance sheet purposes as at period end and for income
statement purposes, on 01 September 2005 (the effective date of the Quality
Products transaction), are set out below the Group Statement of Changes in
Equity. The pro forma financial information is the responsibility of the
directors, has been set out for illustrative purposes only and due to its
nature, may not give a fair reflection of the financial position of Beige
after the acquisition.
Group Balance Sheets
Audited Restated
31 Mar 2006 Audited
28 Feb 2005
R"000 R"000
ASSETS
Non-current assets 20 095 10 885
Plant, equipment and vehicles 7 405 7 104
Intangible assets 2 756 --
Investment in associate 4 605 250
companies
Investment in subsidiaries -- --
Deferred taxation 5 329 3 531
Current assets 34 527 27 905
Inventories 12 327 11 665
Trade and other receivables 12 488 15 100
Loans to associate company 3 712 --
Secured loans 4 100 --
Cash and cash equivalents 1 900 1 140
Total assets 54 622 38 790
EQUITY AND LIABILITIES
Capital and reserves 35 461 20 053
Non-current liabilities 1 177 2 125
Long-term liabilities 1 177 2 125
Current liabilities 17 984 16 612
Provisions 617 389
Trade and other payables 12 617 11 254
Current portion of long-term 970 1 065
liabilities
Taxation 103 269
Bank overdraft 3 677 3 635
Total equity and liabilities 54 622 38 790
Ordinary shares in issue 575,605 295 145
(000"s)
Net asset value per share 6.16 6.79
(cents)
Tangible NAV per share 5.68 6.79
(cents)
Fully diluted shares (`000"s) 575 605 321 145
(notes 1 and 2)
Net asset value per share 6.16 6.24
(cents)
Tangible net asset value per 5.68 6.24
share (cents)
Notes
Fully diluted net asset value per share information was previously
reflected, showing the potential effect of full dilution for 26 000 000
options held by directors and Mr GP Victor, to subscribe for new shares at
7.5 cents each. Directors exercised options in relation to 21 440 000
shares on 31 August 2005 at 7.5 cents. The balance of the options expired
in October 2005.
Fully diluted information in respect of results after the acquisition of
Quality Products shows the potential effect of full dilution of 38 133 168
options held by Thebe HealthCare (Pty) Ltd ("Thebe"), to subscribe for 19
066 584 new shares at 8 cents each and for 19 066 584 shares at 12.5 cents
each. These options expire in September 2007 and September 2008
respectively.
Group Income Statements
Audited 13 Restated Audited
months ended year ended
31 Mar 2006 28 Feb 2005
R"000 R"000
Revenue 83 958 77 049
Cost of sales (67 516) (59 838)
Gross profit 16 422 17 211
Operating expenses (20 980) (22 972)
Operating loss (4 538) (5 761)
Investment income 165 206
Income from associate company 3 675 --
Net (loss)/profit from (698) (5 555)
operations before finance
charges
Finance charges (774) (699)
Net (loss)/profit before (1 472) (6 254)
taxation
Taxation 1 797 (149)
Net profit for the period 325 (6 403)
Attributable to minorities -- --
Net profit/(loss) for the 325 (6 403)
period/year
Calculation of headline
earnings
Net profit/(loss) for the 325 (6 403)
period
Adjustments for:
Amortisation of goodwill -- 2 594
Negative goodwill recognised -- (101)
in the income statement
325 (3 910)
Tax effect of adjustments -- --
Headline earnings/(loss) for 325 (3 910)
the period
Ordinary shares in issue
Weighted average 386 390 291 279
Fully diluted 386 390 317 279
Earnings per share
information
Attributable earnings per 0.08 (2.20)
ordinary share (cents)
Headline earnings per 0.08 (1.34)
ordinary share (cents)
Fully diluted attributable
earnings per ordinary share 0.08 (2.02)
(cents)
Fully diluted earnings per 0.08 (1.23)
ordinary share (cents)
Abridged Group Cash Flow Statements
Audited Restated
31 March 2006 Audited
R"000 28 February 2005
R"000
Net cash inflow/(outflow) 2 930 1 095
from operating activities
Net cash outflow from (8 534) (3 925)
investing activities
Net cash inflow from 6 322 1 963
financing activities
Net increase/(decrease) in 718 (867)
cash and cash equivalents
Cash and cash equivalents at (2 495) (1 628)
beginning
Cash and cash equivalents at (1 777) (1 738)
end of year
Group Statement of Changes in Equity
Share Share Shares Accumu- Total
Capital premium to be lated
R"000 R"000 issued loss R"000
(R"000) R"000
Balance at 29 February 2 821 94 315 1 331 (72 996) 25 471
2004
Adoption of IFRS -- -- -- 926 926
Balance at 29 February 2 821 94 315 1 331 (72 070) 26 397
2004 as restated
8 729 833 shares issued
at 10 cents each, less
reduction relating to
profit warranty for 87 786 (1 331) -- (458)
acquisition of Beige
International Export
(Pty) Ltd trading as Get
Fresh
4 316 667 shares issued
at 12 cents each in part
payment of Assets 43 474 -- -- 517
purchased from Elan
Products (Pty) Ltd
Loss for the year -- -- -- (6 403) (6 403)
Balance at 28 February 2 951 95 575 -- (78 473) 20 053
2005
13 333 334 shares issued
at 7.5 cents each in part
payment of purchase of 133 867 -- -- 1 000
Arcfin Trading 46 (Pty)
Ltd
13 680 000 shares issued
at 6 cents each to Arcay 137 684 -- -- 821
Client Support (Pty) Ltd
in settlement of debt
21 440 000 shares issues
at 7.5 cents each in 215 1 393 -- -- 1 608
respect of directors"
options exercised
1 700 000 shares issued
at 7 cents each in part 17 102 -- -- 119
purchase of Arcfin
Trading 46 (Pty) Ltd
2 000 000 shares issued
at 6 cents each in part
payment of purchase of 20 100 -- -- 120
Arcfin Trading 46 (Pty)
Ltd
228 305 833 shares issued
at 5 cents each in 2 283 9 132 -- -- 11 415
respect of rights offer
Profit for the period -- -- -- 325 325
Balance at 31 March 2006 5 756 107 853 -- (78 148) 35 461
Shareholders are advised that the above adjustments result in a 12.5%
change in both the earnings and headline earnings per share figures and an
immaterial effect on the net asset value and net tangible asset value per
share figures and result from a final audit adjustment passed by the
group"s auditors.
The table below summarises the pro forma financial effects of the Quality
Products transaction on the audited results of Beige for the 13-month
period ended 31 March 2006, had the Quality Products transaction been
concluded, for balance sheet purposes as at period end and for income
statement purposes, on 01 September 2005 (the effective date of the Quality
Products transaction). The pro forma financial information is the
responsibility of the directors, has been set out for illustrative purposes
only and due to its nature, may not give a fair reflection of the financial
position of Beige after the acquisition.
Published Pro Forma Percentage
Audited Results for Change
Results for the 13-month
the 13-month period ended
period ended 31 March 2006
31 March 2006 after the
(1) Quality
Products
Transaction
Attributable earnings 0.08 0.64 (2) 700%
per share (cents)
Headline earnings per 0.08 0.64 (2) 700%
share (cents)
Net asset value per 6.16 6.63 (3) 8%
shares (cents)
Tangible net asset 5.68 2.86 (3) 50%
value per share (cents)
Weighted average number 386 390 578 258 (4) 50%
of shares in issue
Shares in issue at year 575 605 766 333 (4) 33%
end
Notes:
The "before" column is extracted from the audited financial information
published by Beige for the 13-month period ended 31 March 2006.
The "after" column reflects adjustments to the Beige results to include 90%
of Quality Products for the 7 months ended 31 March 2006, after reversing
the income from associate relating to Quality Products that was included in
the Beige results, as though Quality Products was a subsidiary of Beige for
the period commencing 01 September 2006, being the date of acquisition of
Quality Products. In addition, adjustment has been made for transaction
costs, after taxation. In accordance with the accounting policies of
Beige, Goodwill of R10 156 431 arising on the acquisition of Quality
Products has not been amortised.
The "after" column reflects adjustments to the Beige balance sheet as at 31
March 2006 for Quality Products balance sheet at 31 March 2006, adjusting
for minority interest and the effects of the adjustments to the contract
manufacturing agreement and amounts payable to USAHPC;
The weighted average shares and shares in issue at period end have been
increased by the number of shares to be issued to Thebe pursuant to this
transaction.
By order of the Board
John Rawlings Mark Di Nicola
Chairman Chief Executive Officer
25 August 2006
Johannesburg
In accordance with AltX Listings Requirements, shareholders are advised of
the risks of investing in a company listed on the AltX and that the JSE
does not guarantee the viability or the success of a company listed on the
AltX. In terms of the JSE Listings Requirements, a Designated Advisor has
to be retained by the company. The Designated Advisor is required, inter
alia, to attend all Board meetings held by the company to ensure that all
the JSE Listings Requirements and applicable regulations are complied with,
approve the financial director of the company and guide the company in a
competent, professional and impartial manner. If the company fails to
retain a Designated Advisor it must make arrangements to appoint a new
Designated Advisor within 10 business days, failing which the company faces
suspension of trading of its securities. If a Designated Advisor is not
appointed within 30 days of its suspension, the company faces the
termination of its listing without an offer to minorities.
Company Secretary and Registered Office
Arcay Client Support (Pty) Ltd (Registration number 1998/025284/07)
Arcay House, Number 3 Anerley Road, Parktown, 2193
PO Box 62397, Marshalltown, 2107
Directors
JH Rawlings Chairman*#, MM Di Nicola Chief Executive Officer, J Noble*, IL
Stromin, Dr PJD Gubb*, MM du Preez*, LI Karp*, RH Weissenberg*
(* Non-executive # American)
Designated Advisor
Arcay Corporate Services
Transfer Office
Link Market Services South Africa (Pty) Ltd
Date: 28/08/2006 01:03:11 PM Produced by the JSE SENS Department
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