|
ACC
ACC
Acc-Ross Holdings - Notice Of Annual General Meeting And Restated
Audited Results For The Year Ended 28 February 2006
Acc-Ross Holdings Limited
(Formerly Le-Sel Holdings Limited)
(Registration Number: 2000/000059/06)
Share Code: Acc & Isin Code: ZAE000077335
("Acc-Ross Holdings" Or "The Company")
NOTICE OF ANNUAL GENERAL MEETING AND RESTATED AUDITED RESULTS FOR THE
YEAR ENDED 28 FEBRUARY 2006
Changes to the consolidated income statements, balance sheets, statement
of changes in equity and consolidated cash flow statements:
The company published its unaudited results for the year ended 28
February 2006 on 31 May 2006. Following the audit, changes have been
made to the consolidated balance sheets, income statements, statement of
changes in equity and cash flow statements in respect of both the current
and prior year, which changed information is detailed below.
Audited revenue achieved was higher due to the recognition of additional
revenue on sale of former debenture stands, transfer of which had
actually taken place before year end. This additional revenue has
impacted throughout the income statement, increasing cost of sales,
related goodwill amortisation, the additional accrual for the 20% profit
share of Investec Bank Limited, which is accounted for in finance costs,
and taxation. Other adjustments relating to changes in fair value
estimates post balance sheet, assessment of accounting treatment and
additional information received. The net effect has had a positive
impact on the income statement of the company over that previously
reported. The major differences in the net loss before taxation between
the audited income statement and that previously published are reflected
in the notes to the income statement as follows:
Income Statements Notes Audited Audited
12 months 12 months
28 Feb 2006 28 Feb
R 2005
R
Revenue 1 197 003 515 --
Cost of sales 1 (131 790 196) --
Gross profit 65 213 319 --
Other income 1 500 --
Operating expenses 2,4 (38 538 532) --
Impairment of goodwill 1 (7 346 389) --
Operating profit before 19 329 898 --
interest
Finance costs 1,3 (24 027 287) --
Fair value adjustments 2 (4 859 500) --
Investment revenue 567 727 --
Loss before taxation (8 989 162) --
Taxation 266 246 --
Loss after taxation (8 722 916) --
Minority interest in 5 254 463 --
subsidiaries
Loss attributable to (3 468 453) --
ordinary shareholders
Calculation of headline
earnings
Net loss for the year (3 468 453) --
Adjustments for:
Impairment of goodwill 2 7 346 389 --
Impairment losses 2 4 597 161 --
Impairment of debentures 2 4 859 500 --
Headline earnings for 13 334 597 --
the period
Weighted average shares 618 708 037 --
in issue (`000)
Earnings/(loss) per (0.56) --
share ordinary share
(cents)
Headline earnings per 2.16 --
ordinary share (cents)
Notes:
Note 1 - Impact of additional converted debenture R"m
sales
Recognition of profit on the sale of debentures by 16.8
Gardener Ross Holdings Limited to third parties
Impact of inter-company elimination on the sold 12.0
debentures on cost of sales
Increase in impairment of goodwill (1.2)
Increase in profit share accrual of Investec Bank
Limited on Gardener Ross Golf and Country Estate (9.4)
(Proprietary) Limited due to higher revenues
Note 2 - Restatement due to change in fair value
estimates
Impairment of assets for Redlex (Proprietary) (4.6)
Limited based on post balance sheet event
Adjustment to fair value of equity instruments 7.2
issued to directors and employees before listing
Fair value adjustment of the remaining debentures
based on prices achieved for converted debentures (4.9)
Note 3 - Contracts received post year end and
accrual for preference share dividend not yet
declared
Increase in interest charge and accrued profit (9.7)
share on various third party liabilities
Note 4 -Accounting treatment
Reversal of accrual for commissions on Lizard 2.2
Point, whereby commissions will only accrue on
registration as opposed to bond approval
Net effect on loss before taxation (net reduction 8.4
in loss)
The above adjustments similarly impacted on taxation, the balance sheet,
statement of changes in equity and the cash flow statement, where
applicable.
Balance Sheets Notes Audited Audited
28 Feb 2006 28 Feb
R 2005
R
ASSETS
Non-current assets 299 754 404 15 330
953
Property, plant and 2 177 481 212 15 279
equipment 960
Intangible assets 1,2 82 757 902 49 961
Investment in associates -- 25
Investments 25 240 025 --
Loans receivable 14 275 265 --
Deferred tax -- 1 007
Current assets 91 850 343 2 941 792
Inventory 1 32 840 757 --
Trade and other receivables 1 47 742 978 1 107 825
Other financial assets 74 522 --
Cash and cash equivalents 11 192 086 1 833
967
Total assets 391 604 747 18 272
745
EQUITY AND LIABILITIES
Capital and reserves 162 953 961 47 714
Issued capital 2 166 422 414 47 714
Accumulated loss (3 468 453) --
Minority interest 867 831 85
Non-current liabilities 106 726 614 9 366 464
Other financial liabilities 1,3 94 705 949 9 366 464
Other loans 1 000 000 --
Finance lease obligations 294 147 --
Deferred tax 10 726 518 --
Current liabilities 121 056 341 8 858 482
Trade and other payables 4 48 517 234 2 881 925
Other financial liabilities 1,3 67 973 597 5 976 557
Current tax payable 4 456 249 --
Finance lease obligation 109 261 --
Total equity and 391 604 747 18 272
liabilities 745
Shares in issue at year end 877 930 034 47 714
100
Net asset value per share 18.6 0.10
(cents)
Net tangible asset value 9.1 0.01
per share (cents)
Abridged Cash Flow Statement Audited Audited
28 Feb 2006 28 Feb
R 2005
R
Cash flows from operating activities (41 720 821) --
Cash flows from (utilised in) (264 021 103) 1 786 253
investing activities
Cash flows from financing activities 315 100 043 47 714
(Decrease)/increase in cash and cash 9 358 119 1 833 967
equivalents
Cash and cash equivalents at beginning 1 833 967 --
of the period
Cash and cash equivalents at end of 11 192 086 1 833 967
the period
Statement of changes in Share Share Accumulated Total
equity capital premium loss
R R R R
Balance at 01 March -- -- -- --
2004
Net profit for the -- -- -- --
period
Issue of share capital 47 714 47 714
Balance at 01 March 47 714 -- - 47 714
2005
Issue of share capital 40 079 166 334 166 374 700
(adjusted to fair 621
value)
Net loss for the period -- -- (3 468 453) (3 468 453)
Balance at 28 February 87 793 166 334 (3 468 453) 162 953
2006 621 961
The results have been audited by ACT Audit Solutions Inc and the
unqualified audit report, as contained in the company"s annual financial
statements, is available for inspection at the registered office of the
company.
Profit forecast for the year ended 28 February 2006
As previously reported on SENS on 31 May 2006, the actual results
substantially exceeded the revised profit forecast as published on SENS
on 16 February 2006. This is primarily as a result of revenue being
higher than expected due to debentures held by a subsidiary converting
into stands on proclamation of Phase 1 of Gardener Ross Golf and Country
Estate in the last quarter of 2006 and certain of the converted stands
being sold and transferred just prior to the year end of the company.
The company had expected to make a loss of 5.1 cents per share and
headline loss of 2.1 cents per share for the year ended 28 February 2006,
being its first year of operations, as opposed to a loss of 0.56 cents
per share and a headline earnings per share of 2.16 cents actually
achieved.
Notice of Annual General Meeting
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 Thursday, 12 October 2006, to
transact the business as stated in the Notice of Annual General Meeting
included in the Annual Report to be posted to shareholders on or about 31
August 2006.
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.
By order of the Board
AM Mashiatshidi W Robinson
Chairperson Chief Executive Officer
31 August 2006
Johannesburg
Registered Office
Arcay House, Number 3 Anerley Road, Parktown, Johannesburg, 2193
PO Box 62397, Marshalltown, Johannesburg, 2107
Directors
AM Mashiatshidi *(Chairman), W Robinson (CEO), JJ Verster, N
Owen, A Wiese, KS Mthembu*, EM Sono* (Alternate - H Friedman)
* Non-executive
Designated Advisor Transfer Office
Arcay Corporate Services Computershare Investor Services 2004
(Proprietary) Limited
Date: 01/09/2006 08:51:28 AM Produced by the JSE SENS Department
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
