| Thu 30 Nov 2006, 9:50 | | SilverBridge-Unaudited financial results: six mont |
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SVB
SVB
SilverBridge-Unaudited financial results: six months period ended 31 August 2006
SilverBridge Holdings Limited
(formerly Synergy Holdings Limited)
Incorporated in the Republic of South Africa
Registration number: 1995/006315/06
Share code: SVB & ISIN: ZAE000086229
("SilverBridge" or "the company")
Unaudited financial results for the six months period ended 31 August 2006
6 months 12 Months 6 months
ended Ended ended
31 August 28 February 31 August
2006 2006 2005
Notes Unaudited Adjusted Unaudited
(Audited)
R"000 R"000 R"000
As per
financials
INCOME STATEMENT
Revenue - 10,587 10,465
Gross Revenue - 10,587 10,465
Cost of Sales - -2,377
Gross Profit - 8,210
Profit or (loss) on sale
of
subsidiary - -904
Fair value adjustment on
investment properties - 943 820
Other income 81 21
Operating Costs -560 -8,747
Operating (Loss) -478 -478 -25
Investment Income 31 27
Finance Costs - -26
(Loss) before taxation -448 -477 795
Taxation - -129 -119
(Loss)/Profit for the year -448 -606 676
Shares in issue 52,473 52,473 52,473
Earnings per share -0.85 -1.15 1.29
Headline Earnings per -0.85 -1.23 -0.05
share
Reconciliation of headline
Earnings
(Loss)/profit for the year -448 -606 676
Adjusted For:
Loss (Profit) on Asset - 904
Disposal
Fair value adjustment - -943 -820
Reversal of deferred taxation on 119
the IFRS adjustment
-
Headline Earnings -448 -645 -25
Headline Earnings per -0.85 -1.23 -0.05
share
CASH FLOW STATEMENT
Net Cash from Operating -214 -820 -280
Activities
Net Cash from Investing 2,103 -499 -224
Activities
Net Cash from Financing - 1,317 -510
Activities
Net Increase/(Decrease) in 1,889 -2 -1,014
Cash
Cash at the beginning of 2,370 2,372 2,372
the year
Cash at the end of the 3,812 2,370 1,358
year
BALANCE SHEET
ASSETS
Non Current Assets - - 2,596
Fixed Assets - - 732
Investments - - 1,864
Current Assets 4,508 4,536 4,487
Non-current assets held - 1,800
for sale
Inventories - - 12
Prepayments 564 - -
Accounts Receivable 132 63 3,079
Loans to Shareholders - 303 -
Loans receivable -
Taxation - - -
Cash and cash equivalents 3,812 2,370
Total Assets 4,508 4,536 7,083
EQUITY AND LIABILITIES
Capital and Reserves 3,687 4,134 5,597
Issued Capital 16,923 16,923 3,593
Accumulated Profit/loss -13,236 -12,788 2,004
Non-current liabilities 119 119 238
Long Term Liabilities - - 238
Deferred tax 119 119 -
Current Liabilities 703 283 1,248
Accounts Payable 703 283 1,210
Current Portion of Long - - -
term Liabilities
Bank Overdraft - - 38
Total Equity and 4,508 4,536 7,083
Liabilities
Net asset value per share 7.03 7.88 10.67
Net tangible asset value 7.03 7.88 10.67
per share
STATEMENT OF CHANGES IN
EQUITY
Opening Balance N9 4,134 4,740 4,921
Shares repurchased and - - -
cancelled
Error - - -
(Loss) for the year -448 -606 676
Dividends paid - - -
Closing Balance 3,687 4,134 5,597
THE INTERIM RESULTS
The subsequent acquisition of SDT Financial Software Solutions (Pty) Ltd, result
in the interim results not reflecting a fair position on the financial state of
the company. These interim results should therefore not be used to form any
financial decision regarding trading in Silverbridge shares. Refer to the
subsequent events note for further detail describing the abovementioned
transaction.
NOTES
1. Basis of preparation
The interim financial statements have been prepared in accordance with IAS 34:
Interim financial reporting, and in compliance with the listing requirements of
the JSE Limited. The financial statements are presented in rand rounded to the
nearest thousand (R"000). They are prepared on the historical cost basis. These
condensed consolidated interim financial statements have been prepared on the
basis of IFRS.
COMMENTARY
Overview: Review of results
The company sold its only operating subsidiary, Prime support (Pty) Ltd, in the
2006 financial year and now represents a cash shell company.
The operations of the company reflect increased interest income earned on
increased bank balances, as well as rental income earned up to the final date of
disposal of the buildings.
The company has further incurred costs, mainly associated with the proposed
transfer of the listing from the DCM of the JSE to the AltX upon implementation
of the acquisition transaction of SDT Financial Software Solutions (Pty) Ltd
("SDT"). The direct costs of the share issue and acquisition of SDT will accrue
on approval of such transactions. Shareholders are referred to the SENS
Announcement released on 1 June 2006, which detailed the company"s proposed
future listing and acquisition of SDT.
Corporate activity:
Subsequent event: Acquisition of SDT Financial Software Solutions (Pty) Ltd
("SDT")
Shareholders are referred to the pre-listing statement dated 13 October 2006,
regarding, inter alia, the acquisition of SDT and the transfer of listing into
Altx which took place on 27 November 2006. The consideration of the acquisition
of the claims and shares in SDT was for R 50 million, which has been settled by
the issuing of 25 million consolidated ordinary shares in Synergy Holdings
Limited at a price of 200 cps. The transaction was approved by shareholders in a
meeting held on 6 November 2006, and the effective date of passing of control
was 6 November 2006. Subsequent to the transfer of listing, Silverbridge
successfully privately placed 2.35m shares at a price of 200 cents per share.
This transaction represented a related party transaction in terms of the JSE
regulations, as the vendors, with exception of the SDT share trust, were also
the shareholders of SDT before the transaction.
The transaction represented a reverse acquisition, following the principles of
IFRS 3: Business Combinations, whereby Synergy, the legal parent, is acquired by
SDT, the legal subsidiary company.
The following requirements have been fulfilled in order to effect the
transaction as contained in the pre-listing statement dated 13 October 2006:
The share capital restructured into new consolidated ordinary shares by way of a
1 for 10 consolidation of the shares, par value reduction, the issue of the
consolidated shares and increase in authorised share capital. This has
resulted in an increase in the authorised share capital to 200 000 000 ordinary
consolidated shares of nominal value 1cps, and an increase in the issued share
capital to 30 297 285 ordinary consolidated shares of nominal value 1 cps.
Synergy Holding Limited name changed to SilverBridge Holdings Limited.
New appointments to the Board of Directors of JS Swanepoel as Chief Executive
Officer and F du Toit as executive director; as well as D.Smollan and R N
Williams as non-executive directors. A.Regenass has been re-appointed as non-
executive director. J.Maritz has been appointed as Financial Director.
Waiver by minority shareholders of a mandatory offer required as the transaction
is a related party transaction.
Transfer of the company"s listing to from the Development Capital Market ("DCM")
to the Alternative Exchanged ("Alt X") of the JSE Limited respectively.
A general authority for the directors to issue shares for cash.
The adoption of a new Memorandum and Articles of Association.
Warning:
The listing of the ordinary shares in the Company is on the AltX. Investors are
advised of the risks of investing in a Company listed on AltX and that the JSE
Limited does not guarantee the viability or success of a Company listed on AltX.
In terms of the JSE Listings Requirements ("LR"), the Company is obliged to
appoint and retain a Designated Advisor ("DA"). The DA is required to, inter
alia, attend all board meetings held by the company, ensure that all the LR 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 DA, it must make arrangements to appoint a new
DA within ten business days, failing which the Company faces suspension of
trading in its securities. If a DA is not appointed within 30 days of its
suspension, the Company faces the termination of its listing without the
prospect of an appropriate offer to minority shareholders.
Dividends:
No dividends were recommended or declared for the 6 month period ending.
On behalf of the Board of Directors
30 November 2006
Pretoria
Directors: F.du Toit, A Regenass, D.L Smollan, J.S Swanepoel, R.N Williams
Date: 30/11/2006 09:50:27 AM Produced by the JSE SENS Department
