Cambria Africa Plc
Annual report
2014
Table of Contents
Annual Report 2014
Results for the year
Chief Execu(cid:415) ve Offi cer’s Statement
Directors
Statement of Directors’ Responsibili(cid:415) es
Directors’ Report
Report of the Independent Auditors, Baker Tilly Isle of Man LLC, to the members of Cambria Africa Plc.
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated and Company Statement of Financial Posi(cid:415) on
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Corporate informa(cid:415) on
Shareholder informa(cid:415) on
3
4
8
9
10
14
16
17
18
20
21
22 - 64
65
66
Results for the year
Following the investment in the Company by Ventures Africa Limited (“VAL”) in April 2015 and the resultant
changes to the board of directors, considerable (cid:415) me and resources have been invested in rescuing the fi nancial
repor(cid:415) ng func(cid:415) ons of the Company. The board is confi dent that the previous factors causing delays in the
publica(cid:415) ons of results have now been sa(cid:415) sfactorily addressed ensuring results will be published (cid:415) meously.
All references to con(cid:415) nuing opera(cid:415) ons relate to the Group’s
Payserv Africa (“Payserv”) and Millchem Holdings (“Millchem”)
investments and head offi ce ac(cid:415) vi(cid:415) es.
Further enhancing the value of Payserv Africa by replica(cid:415) ng
its successful technology pla(cid:414) orms, products and services
in the rest of Sub-Saharan Africa.
Key events for the 2014 fi nancial year were:
Results summary:
During the year ended 31 August 2014, Payserv Africa and
Millchem Holdings combined, grew revenues and gross
profi t by 11% and 10% year-on-year, respec(cid:415) vely.
•
The Payserv Africa results were severely impacted by a
signifi cant once-off loss (US$0.7 million) on the failed
acquisi(cid:415) on of CelPay Zambia.
• Cambria’s central costs were reduced by 22.5% when
compared to the equivalent period last year. As noted
above, a further cost reduc(cid:415) on has been implemented
a(cid:332) er the fi nancial year end.
Cambria’s EBITDA loss from con(cid:415) nuing opera(cid:415) ons for the
year ended 31 August 2014 was US$3.75 million (2013:
US$3.58 million).
The Group recorded a loss from con(cid:415) nuing opera(cid:415) ons of
US$5.7 million for the year ended 31 August 2014. The
loss from discon(cid:415) nued opera(cid:415) ons, including the loss on
disposal of the Southerton property and the write down
of the Company’s investment in the Hotel Group, totalled
US$10.2 million.
• On 8 May 2014, the Company disposed of the Southerton
property, which was previously occupied by Celsys Limited,
the Group’s previously owned prin(cid:415) ng business, for a total
considera(cid:415) on of US$0.7 million (before costs and related taxes).
The Southerton property had a carrying value of US$1 million as
at the previous repor(cid:415) ng period;
• On 21 October 2014, in the post balance sheet period, the
group disposed of its 100% interest in Lonzim Hotel Holdings
Limited (“the Leopard Rock Hotel Group”), the owner of the
Leopard Rock Hotel and related en(cid:415) (cid:415) es, for a total considera(cid:415) on
of US$2.5 million. Accordingly, the net asset value of the
Leopard Rock Hotel Group has been impaired by US$8.9 million
at 31 August 2014 to refl ect this investment’s net realisable
value of US$2.5 million.
• Following the above disposals, the Company’s only remaining
assets are Payserv and Millchem.
• The board is of the view that the remaining assets provide
signifi cant value crea(cid:415) on opportuni(cid:415) es to Cambria and its
shareholders.
• We are now focussed on:
• Ra(cid:415) onalising and simplifying the head offi ce func(cid:415) on
including head offi ce roles, responsibili(cid:415) es and repor(cid:415) ng
lines. An aggressive reduc(cid:415) on in overheads has been
accelarated following the investment by VAL in April 2015;
• Restoring the momentum lost in Millchem by re-establishing
key supplier and customer rela(cid:415) onships and performing a
cri(cid:415) cal fi nancial and opera(cid:415) onal analysis of the underlying
subsidiaries including Millchem Zambia;
• Accelera(cid:415) ng the development of Payserv Zambia to achieve
breakeven and profi tability; and
FINANCIAL REPORT 2014
PAGE 3
Chief Executive Of(cid:976)icer’s Statement
Introduction
Having been appointed a director in June 2015 and
assuming the CEO role with eff ect from 3 August
2015, this is my fi rst report to shareholders albeit
almost a full year a(cid:332) er the year under review. With
a signifi cant cash equity investment through VAL’s
subscrip(cid:415) on in April 2015, my interests as CEO
are completely aligned with that of shareholders.
Shareholders of Cambria have suff ered a tremendous
loss of value in their investment in the Company. It
is my aim to guide the Company back to profi tability
and restore shareholder value.
Cambria has undergone a signifi cant restructuring in the last
few months; non-core assets have been disposed of and the
Company’s central overheads have been signifi cantly reduced
to be fi t-for-purpose. In addi(cid:415) on, the Group’s fi nancial posi(cid:415) on
has been signifi cantly strengthened following the se(cid:425) lement of
the legal dispute with Lonrho.
Despite the diminished relevance of the historical results and
management overhaul following VAL’s investment in April 2015,
commentary on the results for the fi scal year ended 31 August
2014 is provided.
During the 2014 fi scal year, revenues and gross profi t of the
con(cid:415) nuing opera(cid:415) ons of Cambria, Payserv and Millchem
investments, were US$9.4 million (2013: US$8.5 million) and
US$5.0 million (2013: US$4.6 million) an increase of 11% and
10% respec(cid:415) vely compared to the fi scal year 2013.
Cambria’s EBITDA loss from con(cid:415) nuing opera(cid:415) ons for the 2014
fi nancial year was US$3.75 million, an increase of 4.8% from
the prior year’s EBITDA loss from con(cid:415) nuing opera(cid:415) ons of
US$3.58 million. The Group loss for the year is US$5.7 million
for con(cid:415) nuing opera(cid:415) ons. Discon(cid:415) nued opera(cid:415) ons, including
loss on disposal of property and write downs, was a loss of
US$10.2 million. Cambria’s loss per share for the 2014 fi nancial
year 19.5c per share, compared to 18.4c per share for the same
period last year, an increase of 6% in loss per share.
Main Investments
CONSOLIDATED RESULTS
Cambria’s two key investments consist of Payserv
and Millchem. These investments jointly had an
aggregated performance as shown in the table
following:
(cid:904)US$ THOUSANDS(cid:905)
2014
2013 GROWTH
11%
10%
(2%)
34%
Revenues
Gross profi t
9,405
8,487
5,017
4,581
Gross margin
53%
54%
SG&A
EBITDA
(5,650)
(4,209)
(633)
372
>(100%)
EBITDA margin
(7%)
4%
>(100%)
The following factors signifi cantly impacted EBITDA during the
year:
• Once-off costs of US$0.7 million incurred on inves(cid:415) ga(cid:415) ng
the acquisi(cid:415) on of CelPay Zambia which was not concluded
following the discovery of a signifi cant deteriora(cid:415) on in the
fi nancial posi(cid:415) on of CelPay Zambia;
• Con(cid:415) nued investment in expanding its presence and
off ering in Zambia by Payserv Africa, the costs of which are
expensed in full; and
Investment by Millchem in two new subsidiaries Millchem
Zambia and Millchem Malawi and challenges experienced
in the ramp up of these subsidiaries to full trading capacity.
Investment in these terrotories have been suspended to
refocus on opera(cid:415) ons in Millchem’s core Zimbabwe market.
•
.
FINANCIAL REPORT 2014
PAGE 4
Chief Executive Of(cid:976)icer’s Statement
Payserv Africa
Millchem Holdings
Payserv provides EDI switching services (Paynet),
‘payslip’ processing (Autopay) and payroll based
micro-fi nance loan processing (Tradanet).
Millchem is a value-added chemicals distributor
with a leading market posi(cid:415) on in Zimbabwe and a
fl edgling presence in Zambia and Malawi.
(cid:904)US$ THOUSANDS(cid:905)
2014
2013
GROWTH
(cid:904)US$ THOUSANDS(cid:905)
2014
2013 GROWTH
Revenues
Gross profi t
Gross margin
SG&A
EBITDA
EBITDA Margin
4,594
4,164
10%
Revenues
4,811
4,323
4,196
3,811
10%
Gross profi t
91%
91%
-
Gross margin
821
770
17%
18%
11%
7%
(6%)
(3,871)
(3,369)
15%
SG&A
(1,779)
(840)
>100%
325
442
7%
11%
(26%)
(36%)
EBITDA
(958)
(70)
>(100%)
EBITDA margin
(20%)
(2%)
>(100%)
Paynet provided Electronic Data Interchange (EDI) services to all
the banks and building socie(cid:415) es in Zimbabwe, as well as to over
1,500 corporates. Paynet processed 16.4 million transac(cid:415) ons
(2013: 15.2 million) during the period under review, a 7.9%
increase.
Despite the challenging and uncertain business environment
during the year, Millchem managed to grow revenue by 11%.
Overheads were nega(cid:415) vely impacted by the expansion and
investment in establishing Millchem Zambia and Millchem
Malawi. Millchem Malawi has been closed a(cid:332) er year end while
Millchem Zambia is in the process of being disposed of.
Autopay, provided payroll services to more than 150 customers,
processed over 313 000 pay slips (2013: 303 000) during the
period under review, a 3.3% increase.
Establishing Millchem as a profi table unit is an important
priority. The key focus areas will be:
•
Strengthening the execu(cid:415) ve leadership team following
departure of senior execu(cid:415) ves;
• Rebuilding rela(cid:415) onships with key customers;
• Re-establishing credit lines with key suppliers; and
•
Streamlining overheads and trading effi ciencies.
Tradanet processed approximately 121,000 (2013: 66,000)
loans during the period, represen(cid:415) ng a value of US$154 million
(2013: US$131 million), a 83.3% increase and a 17.5% increase
respec(cid:415) vely.
During the year under review, Payserv con(cid:415) nued to invest
signifi cantly into product upgrades, new off erings, entry into
the Zambian market, as well as explora(cid:415) on of other geographic
markets. These investments have not been capitalised and have
therefore directly impacted the income statement during the
year under review.
There was an excep(cid:415) onal item of US$0.7 million included in the
Payserv Africa results rela(cid:415) ng to the write-off of transac(cid:415) on
costs and loans to CellPay Zambia discussed above.
FINANCIAL REPORT 2014
PAGE 5
Chief Executive Of(cid:976)icer’s Statement
Discontinued operations and central
costs
SOUTHERTON PROPERTY
The Southerton property which was occupied by Celsys Limited,
the group’s previously owned prin(cid:415) ng business, was disposed
of on 8 May 2014 for a total considera(cid:415) on of US$0.7 million
(before costs and related taxes). The Southerton property had a
carrying value of US$1 million as at the previous fi nancial year.
LONZIM HOTELS LIMITED (cid:525)“THE LEOPARD ROCK HO(cid:487)
TEL GROUP”(cid:526)
The Leopard Rock Hotel Group has been classifi ed by Cambria
as held for sale during the past two fi nancial years. During the
2014 fi nancial year, the Leopard Rock Hotel Group generated
US$2.0 million in revenue (2013: US$2.3 million) and loss
before interest, tax, deprecia(cid:415) on and amor(cid:415) sa(cid:415) on of US$0.4
million (2013: US$0.7 million, before write downs recognised in
the income statement of US$2.8 million).
LONZIM AIR (cid:525)B.V.I(cid:526) LIMITED
Through LonZim Air (BVI) Limited Cambria previously owned
three aircra(cid:332) . Over the years a number of disputes arose in
rela(cid:415) on to these aircra(cid:332) and certain associated contracts.
Cambria has been con(cid:415) nuing to pursue recovery of claims
related to these disputes. These amounts relate to, inter alia,
maintenance reserve and lease charges and related contractual
interest, payment of insurance proceeds, deteriora(cid:415) on in
market value of the aircra(cid:332) , and the signifi cantly lower amount
the Company was able to obtain through a sale, due to the poor
condi(cid:415) on the aircra(cid:332) were found to be in.
LonZim Air incurred US$0.8 million in opera(cid:415) ng losses for the
period under review, largely related to extra-ordinary legal
expenses related to the above men(cid:415) oned claims.
CENTRAL COSTS
Cambria incurred US$3.1 million in central EBITDA costs for the
period under review, compared to US$4.0 million last year, a
reduc(cid:415) on of 22.5%.
Included in the above are salaries and benefi ts paid to the
Company’s previous CEO and Chairman of US$0.54 million and
US$0.13 million, respec(cid:415) vely. These amounts include, inter
alia, a staff loan of US$0.1 million the previous CEO which, in
terms of his staff loan agreement has been waived following
the investment by VAL and the change of control in Cambria.
Subsequent to year end and VAL’s investment, Mr Wisman and
Mr Perkins received change in control payments amoun(cid:415) ng to
US$185 500 in total.
At the date of this report, Central EBITDA costs have been
further reduced to an es(cid:415) mated annual cost of US$0.7 million
from US$3.1 million before VAL’s investment.
As new CEO, I will not be collec(cid:415) ng compensa(cid:415) on or other
benefi ts un(cid:415) l such (cid:415) me as the cash fl ow from the Company’s
underlying opera(cid:415) ons supports it.
Events following the end of the period
under review
THE LEOPARD ROCK HOTEL GROUP
On 21 October 2014 the Company entered into an agreement
to dispose of its shares and loan claims in Lonzim Hotels Limited
to VAL for a total considera(cid:415) on of US$2.5 million se(cid:425) led in cash.
Lonzim Hotels Limited holds the Leopard Rock Hotel and related
subsidiaries.
VAL EQUITY PLACEMENT
On 15 February 2015, the Company entered into a share
subscrip(cid:415) on agreement in terms of which VAL agreed to
subscribe and the Company agreed to issue, 107,000,000
ordinary shares of GBP0.0001 each at price of 0.85p per
share (“the VAL subscrip(cid:415) on”). The proceeds from the VAL
subscrip(cid:415) on had by 1 June 2015 been fully expended by the
previous management to fund the head offi ce and working
capital requirements of the Group.
CHEMICALS & MARKETING COMPANY LIMITED
It was announced on 26 August 2013 that the Company had
concluded the acquisi(cid:415) on of the en(cid:415) re issued share capital of
Malawi chemical distributor Chemicals & Marke(cid:415) ng Company
Limited (“C&M”) and that the related 5.5 million considera(cid:415) on
shares (“considera(cid:415) on shares”) have been admi(cid:425) ed to lis(cid:415) ng
on AIM.
Subsequent to that announcement, and following a more
in-depth understanding of the fi nancial aff airs of C&M, the
Company and the C&M vendors entered into a Disengagement
Agreement (dated 29 June 2015) in terms of which the par(cid:415) es
agreed that the C&M acquisi(cid:415) on will be reversed and the
par(cid:415) es be restored to their ini(cid:415) al posi(cid:415) ons.
FINANCIAL REPORT 2014
PAGE 6
Chief Executive Of(cid:976)icer’s Statement
Strategy going forward and closing
The Company is being focused on crea(cid:415) ng value for shareholders
through its investments in Millchem and Payserv. In addi(cid:415) on,
the Board is in the process of formula(cid:415) ng its investment
strategy to implement strategic value-crea(cid:415) ng acquisi(cid:415) ons as
appropriate opportuni(cid:415) es arise. We will con(cid:415) nue to focus on
Zimbabwe, which we believe provides the best opportunity for
successful investment and growth in the short to medium term.
SAMIR SHASHA
CHIEF EXECUTIVE OFFICER
4 SEPTEMBER 2015
Events following the end of the period
under review (continued)
CHEMICALS & MARKETING COMPANY LIMITED (cid:525)CON(cid:487)
TINUED(cid:526)
The considera(cid:415) on shares, net of shares sold to sa(cid:415) sfy obliga(cid:415) ons
to C&M, will be held as treasury shares.
The Company’s subsidiary Millchem Holdings Limited (“MHL”),
has provided guarantees to creditors of C&M to the value of
US$0.6 million. C&M has undertaken to release MHL from these
guarantees and indemnifi ed MHL for any poten(cid:415) al related loss.
SALE OF MILLCHEM ZAMBIA
Millchem Holdings has agreed in principle to the sale of the
Zambian opera(cid:415) ons for net asset value es(cid:415) mated to be US$50
thousand. The rights to the name “Millchem Zambia” are not
included in the sale.
SETTLEMENT WITH LONRHO
On 3 September 2015, the Company concluded a se(cid:425) lement
agreement with Lonrho with respect to the Jet claims and
counterclaims (“the claims”) between the par(cid:415) es, in terms of
which the Company will receive US$4.752 million in full and fi nal
se(cid:425) lement of the claims. A(cid:332) er outstanding li(cid:415) ga(cid:415) on and other
associated costs, the net proceeds is es(cid:415) mated to be US$3.5
million and will be applied to Cambria, and its subsidiaries’
working capital requirements and debt commitments.
FINANCIAL REPORT 2014
PAGE 7
Directors
Paul Turner, 68
NON(cid:487)EXECUTIVE CHAIRMAN
Paul Turner is a Chartered Accountant and past President
of the Ins(cid:415) tute of Chartered Accountants of Zimbabwe. He
is a highly respected and knowledgeable member of the
Zimbabwean business community. He was a partner at Ernst
& Young in Harare, Zimbabwe, for over thirty years and brings
an unparalleled level of experience in the structure and
opera(cid:415) on of businesses in Zimbabwe. Ini(cid:415) ally appointed to the
Cambria board on 1 July 2008, he was appointed as Chairman
on 9 July 2015.
Samir Shasha, 55
CHIEF EXECUTIVE OFFICER
Samir Shasha started his involvement in Southern Africa with
supplying and leasing trucks for the opera(cid:415) ons of a transport
company focused on relief aid. In 1995 he established S. Shasha
& Associates in Zimbabwe and introduced Freightliner Trucks in
Southern Africa for the fi rst (cid:415) me. In 2002, S. Shasha & Associates
purchased Zimbabwe Online, an Internet Service Provider in
Zimbabwe, and took on the role of CEO un(cid:415) l 2006. The company
was sold to Liquid Telecom in 2012. Mr. Shasha received his
Bachelors from Vassar College with Honors in Economics in 1981.
Following Ventures Africa Limited’s investment in the Company
in April 2015, Mr Shasha was appointed to the Cambria board
on 3 June 2015 and as CEO on 3 August 2015.
Josephine Petra Watenphul, 34
CHIEF FINANCIAL OFFICER
Josephine Watenphul is a qualifi ed Chartered Accountant
(South Africa). She joined the UCS Group Limited (“UCS”), a
Johannesburg-based investment holding company in technology
and associated businesses listed on the Johannesburg Stock
Exchange, in April 2004. In April 2009, Josie was appointed
Group CFO, a posi(cid:415) on which she held un(cid:415) l May 2015. During
her tenure at UCS, which was later renamed Capitaleye
Investments upon delis(cid:415) ng in October 2011, Josie assisted in
various corporate ac(cid:415) ons and restructurings. She was appointed
to the Cambria board on 17 June 2015.
Dipak Champaklal Pandya, 56
NON(cid:487)EXECUTIVE DIRECTOR
Dipak Pandya is a Chartered Accountant and has since March
2009 been the fi nancial controller at Strauss Logis(cid:415) cs Limited,
a fuel trading and distribu(cid:415) on company ac(cid:415) ve in central and
southern Africa. Prior to this, Dipak was the fi nancial controller
at Playwize Plc, a computer so(cid:332) ware development company.
Dipak was appointed to the Cambria board on 26 June 2015.
Changes to the board
Director resigna(cid:415) ons:
Name
Ex-posi(cid:415) on/designa(cid:415) on
Date
Tania Sanders
CFO
30 Nov 2013
Paul Turner
Non-execu(cid:415) ve
6 May 2015
Edzo Wisman
CEO
Ian Perkins
Chairman
13 July 2015
14 July 2015
Director appointments:
Name
Posi(cid:415) on/designa(cid:415) on
Date
Samir Shasha
Josephine Petra
Watenphul
CEO
CFO
3 June 2015
17 June 2015
Dipak Champaklal
Pandya
Non-execu(cid:415) ve director
26 June 2015
Paul Turner
Chairman
9 July 2015
FINANCIAL REPORT 2014
PAGE 8
Directors’ Responsibility Statement in Respect of the Directors’ Report and the
Financial Statements.
Directors
Cambria
The Directors are responsible for keeping proper accoun(cid:415) ng
records that are suffi cient to show and explain the Parent
Company’s
reasonable
transac(cid:415) ons and disclose with
accuracy at any (cid:415) me its fi nancial posi(cid:415) on. They have general
responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and to prevent and
detect fraud and other irregulari(cid:415) es.
The Directors are responsible for the maintenance and integrity
of the corporate and fi nancial informa(cid:415) on included on the
Company’s website. Legisla(cid:415) on governing the prepara(cid:415) on
and dissemina(cid:415) on of fi nancial statements may diff er from one
jurisdic(cid:415) on to another.
The Directors are responsible for preparing the Directors’ Report
and the fi nancial statements in accordance with applicable law
and regula(cid:415) ons. The Directors have elected to prepare the
Group and Parent Company fi nancial statements in accordance
with Interna(cid:415) onal Financial Repor(cid:415) ng Standards as adopted by
the European Union.
The Group and Parent Company fi nancial statements are
required to give a true and fair view of the state of aff airs of
the Group and Parent Company and of the profi t or loss of the
Group for that period.
In preparing these fi nancial statements, the Directors are
required to:
•
select suitable accoun(cid:415) ng policies and then apply them
consistently;
• make judgements and es(cid:415) mates that are reasonable and
prudent;
•
•
state whether they have been prepared in accordance with
Interna(cid:415) onal Financial Repor(cid:415) ng Standards as adopted by
the European Union; and
prepare the fi nancial statements on the going concern
basis unless it is inappropriate to presume that the Group
and Parent Company will con(cid:415) nue in business.
FINANCIAL REPORT 2014
PAGE 9
Directors’ Report
FOR THE YEAR ENDED 31 AUGUST 2014
The Directors of Cambria Africa Plc (the “Company”) and its subsidiaries (together the “Group”) submit their
report, together with the audited fi nancial statements for the year ended 31 August 2014.
Principal activities
During the year, the Group was an investment company with
a por(cid:414) olio of investments in Zimbabwe, countries surrounding
Zimbabwe, as well as the remainder of Sub-Saharan Africa, with
a bias towards Southern and Eastern Africa.
Investment Strategy
The Company’s investment objec(cid:415) ve is to provide Shareholders
with long term capital apprecia(cid:415) on.
While the Company does not have a par(cid:415) cular sectoral
focus, u(cid:415) lising the investment skills of the Directors and their
advisors, the Company seeks to iden(cid:415) fy individual companies
in sectors best posi(cid:415) oned to benefi t should there be radical
improvements in Zimbabwe’s economy. The Company may make
investments in the tourism, accommoda(cid:415) on, infrastructure,
transport, commercial and residen(cid:415) al property, technology,
communica(cid:415) ons, manufacturing, retail, services,
leisure,
agricultural and natural resources sectors. The Company may
also make investments in businesses outside Zimbabwe and
the countries surrounding Zimbabwe as well as the remainder
of Sub-Saharan Africa, that have a signifi cant exposure to
assets, businesses or opera(cid:415) ons within the defi ned region. The
Company will only be able to achieve its investment objec(cid:415) ve in
the event the Zimbabwean economy radically improves.
Whilst there will not be any limit on the number or size of
investments the Company can make in any sector, the Directors
seek to diversify the Company’s investments across various
sectors in order to mi(cid:415) gate risk and to avoid concentra(cid:415) ng the
por(cid:414) olio in any single sector.
The Company’s interest in a proposed investment or acquisi(cid:415) on
may range from a minority posi(cid:415) on to full ownership. The
Company intends to ac(cid:415) vely manage the opera(cid:415) ons of the
companies it has invested in. Wherever possible the Company
will seek to achieve Board control or fi nancial control of
its por(cid:414) olio companies.
legisla(cid:415) on within
Zimbabwe may, however, prevent the Company from acquiring
or maintaining a majority control in a Zimbabwean business.
Indigenisa(cid:415) on
The Directors believe that through their individual and collec(cid:415) ve
experience of inves(cid:415) ng and managing acquisi(cid:415) ons and disposals
in Africa, they have the necessary skills to manage the Company
and to source deal fl ow. Prior to any investment decisions being
taken by the Board of the Company, a due diligence process is
undertaken by the Company’s appointed specialist fi nancial and
legal advisors.
investment strategy
The Company’s
is dependent upon
future radical improvement in the economy of Zimbabwe
and expansion into the immediate region. It is therefore
possible that a signifi cant period of (cid:415) me may elapse before an
investment by the Company will produce any returns and there
is no guarantee that the economy in Zimbabwe will improve.
Accordingly, the Company may not be able to make any profi ts
and may incur losses.
The Directors intend to seek the consent of the Shareholders
for the investment policy on an annual basis. The Company
Directors will comply as a ma(cid:425) er of policy with the US Offi ce
of Foreign Assets Control and the European Union Council
Regula(cid:415) on (EC) No. 314/2004 regula(cid:415) ons.
Results
The Group made a consolidated loss a(cid:332) er non-controlling interests
of US$16,138 thousand (2013: loss US$12,048 thousand) during the
year and this has been set against reserves.
Business review and development
The Chief Execu(cid:415) ve’s review of opera(cid:415) ons contains informa(cid:415) on
on developments during the year and key poten(cid:415) al future
developments.
The requirements of the enhanced business review in rela(cid:415) on
to strategy and progress thereon are contained in the Chief
Execu(cid:415) ve’s review of opera(cid:415) ons.
The principal risks and uncertain(cid:415) es relate to the revenue
genera(cid:415) on in the Group’s businesses which, being located in
Africa, are subject to respec(cid:415) ve government policies, poli(cid:415) cal
stability, general economic condi(cid:415) ons in the relevant country
and exposure to foreign currency movements.
The Group monitors cash fl ow as one of its primary key
performance
indicators. Given current global fi nancial
condi(cid:415) ons, as
FINANCIAL REPORT 2014
PAGE 10
Directors’ Report
For the year ended 31 August 2014
Business review and development (con-
tinued)
well as current developments in Zimbabwe, the Directors
are carefully monitoring cash resources within the Group
and have ins(cid:415) gated a number of ini(cid:415) a(cid:415) ves to ensure funding
will be available to meet obliga(cid:415) ons as they fall due and for
planned projects and ongoing working capital support for its
investments.
If such funding cannot be secured, the projects will be delayed
or cancelled to ensure that the Group can manage its cash
resources for the foreseeable future.
The Group also uses a number of other key performance
indicators which are measured at diff erent (cid:415) ers in the opera(cid:415) on.
At the top level, the Group tracks revenues, gross profi t, EBITDA
and cash genera(cid:415) on against budget.
The Directors mi(cid:415) gate risk by evalua(cid:415) on of every investment
that is made and have therefore developed a risk analysis
repor(cid:415) ng procedure, which links into the Company’s Corporate
Governance procedures.
Further
informa(cid:415) on regarding the Group’s policies and
exposure to fi nancial risk can be found in note 32 to the fi nancial
statements.
Share capital
Details of changes to the Company’s share capital and share
premium during the fi nancial year are contained in note 24 to
the fi nancial statements.
Post statement of (cid:976)inancial position
events
Details of signifi cant events since the repor(cid:415) ng date are
contained in note 40 to the fi nancial statements.
Corporate Governance
COMPLIANCE WITH THE UK CORPORATE GOVER(cid:487)
NANCE CODE
The Directors recognise the value of the UK Corporate
Governance Code (formerly the Combined Code on Corporate
Governance) and, whilst under AIM rules full compliance is not
required, the Directors are considering the recommenda(cid:415) ons
and applicability in respect of the Company insofar as is
prac(cid:415) cable and appropriate for a public company of its size and
will con(cid:415) nue to implement appropriate compliance measures.
BOARD OF DIRECTORS
At the date of this report the Board of Directors comprises of
two Execu(cid:415) ve Directors, and two Non-Execu(cid:415) ve Directors, one
of whom is the Chairman.
The Directors are of the opinion that the Board comprises a
suitable balance to enable the recommenda(cid:415) ons of the Code
to be implemented to an appropriate level. The Board, through
the Chairman and Chief Execu(cid:415) ve Offi cer in par(cid:415) cular, maintains
regular contact with its advisors, and ins(cid:415) tu(cid:415) onal investors in
order to ensure that the Board develops an understanding of
the views of the major shareholders of the Company.
The Board
is responsible for formula(cid:415) ng, reviewing and
approving the Company’s strategy, fi nancial ac(cid:415) vi(cid:415) es and
opera(cid:415) ng performance. Day-to-day management is devolved
to the execu(cid:415) ve management who are charged with consul(cid:415) ng
the Board on all signifi cant fi nancial and opera(cid:415) onal ma(cid:425) ers.
Consequently, decisions are made promptly
following
consulta(cid:415) on amongst the Directors and managers concerned,
where necessary and appropriate.
All necessary informa(cid:415) on is supplied to the Directors on a (cid:415) mely
basis to enable them to discharge their du(cid:415) es eff ec(cid:415) vely and all
Directors have access to independent professional advice at the
Company’s expense, as and when required.
is available
ins(cid:415) tu(cid:415) onal
The Chairman
shareholders to discuss any issues and concerns regarding the
Group’s governance. The Non-Execu(cid:415) ve Directors can also
a(cid:425) end mee(cid:415) ngs with major shareholders, if requested.
to meet with
The par(cid:415) cipa(cid:415) on of both private and ins(cid:415) tu(cid:415) onal investors at
the Annual General Mee(cid:415) ng is welcomed by the Board.
FINANCIAL REPORT 2014
PAGE 11
Directors’ Report
For the year ended 31 August 2014
Corporate Governance (continued)
NOMINATION COMMITTEE
INTERNAL CONTROLS
for the
The Directors acknowledge their responsibility
Company’s and the Group’s systems of internal control, which
are designed to safeguard the assets of the Group and ensure
the reliability of fi nancial informa(cid:415) on for both internal use and
external publica(cid:415) on. Overall control is ensured by a regular
detailed repor(cid:415) ng system covering the state of the Group’s
fi nancial aff airs. The Board has implemented procedures for
iden(cid:415) fying, evalua(cid:415) ng and managing the signifi cant risks that
face the Group.
Any system of internal control can provide only reasonable, and
not absolute, assurance that material fi nancial irregulari(cid:415) es will
be detected or that the risk of failure to achieve business objec-
(cid:415) ves is eliminated.
The Nomina(cid:415) on Commi(cid:425) ee is responsible for iden(cid:415) fying
candidates to fi ll vacancies on the Board, as and when
they arise, and nominate them for approval by the Board.
The Nomina(cid:415) on Commi(cid:425) ee comprises Paul Turner (Chairman),
Samir Shasha and Dipak Pandya.
Declared substantial shareholdings
The Directors have been advised of the following shareholdings
at 30 June 2015 3 per cent or more of the Company’s issued
share capital:
NUMBER OF
SHARES
PERCENT(cid:883)
AGE OF
THE ISSUED
CAPITAL
COMMITTEES
Ventures Africa Ltd*
107,000,000
50.55%
A(cid:332) er year end and a(cid:332) er the VAL subscrip(cid:415) on, the Board has
established the following commi(cid:425) ees:
Consilium Fron(cid:415) er
Equity Fund LP
14,741,456
7.73%
Russell Investments Ltd
14,252,663
Jutland Capital
Management Ltd
10,102,352
6.73%
4.77%
Roald Sommersel
7,168,458
3.39%
* Ventures Africa Limited is benefi cially owned by Samir Shasha, director and
CEO of the Company.
Directors
Biographical details of all Directors as well dates of appointment
and resigna(cid:415) on are set out on page 6.
AUDIT COMMITTEE
The role of the Audit Commi(cid:425) ee is to oversee the nature and
scope of the annual audit, management’s repor(cid:415) ng on internal
accoun(cid:415) ng standards and prac(cid:415) ces, fi nancial
informa(cid:415) on
and accoun(cid:415) ng systems and procedures and the Company’s
repor(cid:415) ng statements. The Audit Commi(cid:425) ee’s
fi nancial
primary objec(cid:415) ves include assis(cid:415) ng the Directors in mee(cid:415) ng
their responsibili(cid:415) es in respect of the Company’s con(cid:415) nuous
fi nancial disclosure obliga(cid:415) ons and overseeing the work of the
Company’s external auditors. The Audit Commi(cid:425) ee comprises
Paul Turner (Chairman) and Dipak Pandya.
REMUNERATION COMMITTEE
The Remunera(cid:415) on Commi(cid:425) ee makes recommenda(cid:415) ons to the
Board on the remunera(cid:415) on policy that applies to Execu(cid:415) ve
Directors and senior employees.
The Remunera(cid:415) on Commi(cid:425) ee comprises Dipak Pandya
(Chairman) and Paul Turner.
FINANCIAL REPORT 2014
PAGE 12
DIRECTORS
Ian Perkins*
Edzo Wisman*
Itai Mazaiwana*
Tania Sanders*
Fred Jones*
Paul Turner*
Total
Directors’ share interests
The Directors’ who were in offi ce at the beginning and end of
the fi nancial year, had the following interests in the shares of
the Company:
Directors’ Report
For the year ended 31 August 2014
and dona(cid:415) ons.
Insurance
The Company has Directors’ and Offi cers’ liability insurance
cover in place for Group Directors.
Share price performance
Between 1 September 2013 and 31 August 2014 the share
price varied between a high of 10.25p and a low of 5.00p. At
31 August 2014 the closing market price of the shares at close
of business was 5.38p (2013: 8.25p). On 14 August 2015 the
closing price of the shares was 0.82p.
A resolu(cid:415) on to re-appoint Baker Tilly Isle of Man LLC and
to authorise the Directors to fi x their remunera(cid:415) on will be
proposed at the Annual General Mee(cid:415) ng.
The Directors who held offi ce at the date of approval of this
Directors’ Report confi rm that, so far as they are each aware,
there is no relevant audit informa(cid:415) on of which the Company’s
Auditors are unaware; and each Director has taken all the steps
that he/she ought to have taken as a Director to make himself/
herself aware of any relevant audit informa(cid:415) on and to establish
that the Company’s Auditors are aware of that informa(cid:415) on.
AT
31.08.14
NO. OF
SHARES
AT
31.08.13
NO. OF
SHARES
880,250
880,250
1,428,705
615,250
615,250
615,250
Nil
Nil
2,203,030
2,203,030
Nil
n/a
Nil
92,280
Auditors
* Tania Sanders and Paul Turner resigned as Directors on 10 December 2012
and 6 May 2015 respec(cid:415) vely. Itai Mazaiwana and Fred Jones resigned on 24
April 2015. Edzo Wisman and Ian Perkins resigned on 13 July 2015 and 14 July
2015 respec(cid:415) vely.
Share op(cid:415) ons held by the Directors are detailed in note 25 of
the fi nancial statements
Annual General Meeting
The no(cid:415) ce of mee(cid:415) ng, together with a form of proxy, will be
sent out separately at a later date.
ON BEHALF OF THE BOARD.
PAUL TURNER
CHAIRMAN
4 SEPTEMBER 2015
All of the above interests are recorded in the Company’s Register
of Directors’ Share and Debenture Interests. No Director has
a benefi cial interest in the shares or debentures of any of the
Company’s subsidiary undertakings.
Anti-Corruption and Bribery Policy
The Company has in place an An(cid:415) -Corrup(cid:415) on and Bribery
Policy which has been adopted by the Company across all
divisions of the Group. The Board has overall responsibility
for ensuring compliance by Directors, employees and other
persons associated with the Group with applicable legal and
ethical obliga(cid:415) ons. The Company’s Chief Execu(cid:415) ve Offi cer has
primary and day-to-day responsibility for implementa(cid:415) on of the
policy. Management at all levels of the Group are responsible
for ensuring those repor(cid:415) ng to them are made aware of,
and understand, the policy. The policy gives guidance on risk
iden(cid:415) fi ca(cid:415) on and the procedures to follow where a risk is
iden(cid:415) fi ed, together with clear guidelines on gi(cid:332) s, entertainment
FINANCIAL REPORT 2014
PAGE 13
Report of the Independent Auditors
For the year ended 31 August 2014
Report of the Independent Auditors, Baker Tilly
Isle of Man LLC, to the members of Cambria Africa
Plc
We have audited the Group and Parent Company fi nancial Statements (the “fi nancial statements”) of Cambria Africa Plc for the
year ended 31 August 2014 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Changes in Equity, the Consolidated and Company Statements of Financial Posi(cid:415) on, the
Consolidated Statement of Cash Flows and the related notes. The fi nancial repor(cid:415) ng framework that has been applied in their
prepara(cid:415) on is applicable law and Interna(cid:415) onal Financial Repor(cid:415) ng Standards (IFRSs) as adopted by the European Union.
This report is made solely to the Company’s members, as a body. Our audit work has been undertaken so that we might state to
the Company’s members those ma(cid:425) ers we are required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permi(cid:425) ed by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditor
As explained more fully in the Directors’ Responsibili(cid:415) es Statement set out on page 9, the Directors are responsible for the prepa-
ra(cid:415) on of fi nancial statements that give a true and fair view. Our responsibility is to audit, and express an opinion on, the fi nancial
statements in accordance with applicable law and Interna(cid:415) onal Standards on Audi(cid:415) ng (UK and Ireland). Those standards require
us to comply with the Audi(cid:415) ng Prac(cid:415) ces Board’s Ethical Standards for Auditors.
Scope of the audit of the (cid:976)inancial statements
An audit involves obtaining evidence about the amounts and disclosures in the fi nancial statements suffi cient to give reasonable
assurance that the fi nancial statements are free from material misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accoun(cid:415) ng policies are appropriate to the Group’s circumstances and have been consistently applied
and adequately disclosed; the reasonableness of signifi cant accoun(cid:415) ng es(cid:415) mates made by the Directors; and the overall presenta-
(cid:415) on of the fi nancial statements. In addi(cid:415) on, we read all the fi nancial and non-fi nancial informa(cid:415) on in the Directors Report to iden-
(cid:415) fy material inconsistencies with the audited fi nancial statements. If we become aware of any apparent material misstatements or
inconsistencies we consider implica(cid:415) ons for our report.
FINANCIAL REPORT 2014
PAGE 14
Report of the Independent Auditors, Baker Tilly
Isle of Man LLC, to the members of Cambria Africa
Plc (continued)
Opinion on the (cid:976)inancial statements
In our opinion the fi nancial statements:
•
•
give a true and fair view of the state of the Group and Parent Company’s aff airs as at 31 August 2014 and of the Group’s
loss for the year then ended; and
have been properly prepared in accordance with IFRS as adopted by the European Union.
Emphasis of matter
In forming our opinion on the fi nancial statements, which is not modifi ed, we have considered the adequacy of the disclosure
made in note 2 to the fi nancial statements concerning the Group’s ability to con(cid:415) nue as a going concern. The group, which at
31 August 2014 has net liabili(cid:415) es of $1.24m and reported an opera(cid:415) ng loss of $4.25m for the year, has signifi cant external bor-
rowings which mature during 2016. $5.08m is due for repayment in April 2016 and a further $2.00m is due for repayment in July
2016. Although the directors are taking steps to refi nance these loans , these circumstances, along with other ma(cid:425) ers set out
in note 2 to the fi nancial statements, indicate the existence of a material uncertainty which may cast signifi cant doubt about the
Group’s ability to con(cid:415) nue as a going concern. The fi nancial statements do not include the adjustments that would result if the
Group was unable to con(cid:415) nue as a going concern.
Baker Tilly Isle of Man LLC
Chartered Accountants
2a Lord Street
Douglas
Isle of Man
IM99 1HP
4 September 2015
FINANCIAL REPORT 2014
PAGE 15
Consolidated Income Statement
For the year ended 31 August 2014
Revenue
Cost of sales
Gross profi t
Opera(cid:415) ng costs
Other income
Net losses on disposal of investments and impairment of assets
Opera(cid:415) ng loss
Finance income
Finance costs
Net fi nance costs
Loss before tax
Income tax
Loss for the period from con(cid:415) nuing opera(cid:415) ons
Discon(cid:415) nued opera(cid:415) ons
Loss for the year from discon(cid:415) nued opera(cid:415) ons, net of tax
Loss for the year
A(cid:425) ributable to:
Owners of the company
Non-controlling Interests
Loss for the year
Earnings per share - all opera(cid:415) ons
Basic and diluted loss per share (Cents)
Earnings per share-con(cid:415) nuing opera(cid:415) ons
Basic and diluted loss per share (Cents)
NOTE
5
7
7
9
9
10
5/11
12
12
2014
TOTAL
US$’000
9,405
(4,388)
5,017
(8,513)
17
(774)
(4,253)
21
(1,128)
(1,107)
(5,360)
(319)
(5,679)
(10,166)
(15,845)
(16,138)
293
(15,845)
(19.5c)
(7.2c)
2013
TOTAL
US$’000
8,487
(3,906)
4,581
(8,647)
289
(348)
(4,125)
282
(967)
(685)
(4,810)
(204)
(5,014)
(6,890)
(11,904)
(12,048)
144
(11,904)
(18.4c)
(7.6c)
The notes on pages 22 to 64 are an integral part of these consolidated fi nancial statements.
FINANCIAL REPORT 2014
PAGE 16
Consolidated Statement of Comprehensive Income
For the year ended 31 August 2014
Loss for the year
Other comprehensive income
Revalua(cid:415) on of property, plant and equipment
Related deferred tax adjustment
Impairment of previously revalued land and buildings in disposal group classifi ed as
held for sale
Shareholder loans provided for in the prior year
Foreign currency transla(cid:415) on diff erences for overseas opera(cid:415) ons
Total comprehensive loss for the year
A(cid:425) ributable to:
Owners of the company
Non-controlling interest
Total comprehensive loss for the year
2014
US$’000
(15,845)
-
-
-
-
12
(15,833)
(16,126)
293
(15,833)
2013
US$’000
(11,904)
422
(110)
(1,873)
(392)
(1)
(13,858)
(14,002)
144
(13,858)
The notes on pages 22 to 64 are an integral part of these consolidated fi nancial statements
FINANCIAL REPORT 2014
PAGE 17
Consolidated Statement of Changes in Equity
For the year ended 31 August 2014
ATTRIBUTABLE TO OWNERS OF THE COMPANY
SHARE
CAPITAL
SHARE
PREMIUM
RE(cid:883)
VALUA(cid:883)
TION
RESERVE
FOREIGN
EXCHANGE
RESERVE
SHARE
BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
NDR
TOTAL
NON(cid:883) CON(cid:883)
TROLLING
INTERESTS
TOTAL
EQUITY
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 31 August 2013
12
78,798
77
(10,641)
86
(59,752)
2,241
10,821
Loss for the year
Deferred tax adjustment
Foreign currency transla(cid:415) on
diff erences for overseas
opera(cid:415) ons
Total comprehensive loss
for the year
Contribu(cid:415) ons by and dis-
tribu(cid:415) ons to owners of the
Company recognised
directly in equity
Deferred tax adjustment
Dividends paid
Issue of ordinary shares
Share based payment
release
Total contribu(cid:415) ons by and
distribu(cid:415) ons to owners of
the Company
-
-
-
-
-
-
6
-
6
-
-
-
-
-
-
3,689
-
-
-
-
-
361
-
-
-
3,689
361
-
-
12
12
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(16,138)
-
-
(16,138)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(16,138)
-
12
(80)
293
10,741
(15,845)
-
-
-
12
(16,126)
293
(15,833)
361
-
3,695
-
-
(204)
-
-
361
(204)
3,695
-
4,056
(204)
3,852
Balance at 31 August 2014
18
82,487
438
(10,629)
86
(75,890)
2,241
(1,249)
9
(1,240)
The notes on pages 22 to 64 are an integral part of these consolidated fi nancial statements
FINANCIAL REPORT 2014
PAGE 18
Consolidated Statement of Changes in Equity
For the year ended 31 August 2014
ATTRIBUTABLE TO OWNERS OF THE COMPANY
SHARE
CAPITAL
SHARE
PREMIUM
RE(cid:883)
VALUA(cid:883)
TION
RESERVE
FOREIGN
EXCHANGE
RESERVE
SHARE
BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
NDR
TOTAL
NON(cid:883) CON(cid:883)
TROLLING
INTERESTS
TOTAL
EQUITY
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 31 August 2012
11
77,399
3,124
(10,629)
355
(47,312)
2,128
25,076
(1,785)
23,291
Loss for the year
Adjustment to opening
reserves in respect of share-
holder loans
Revalua(cid:415) on of property
Deferred tax adjustment
Impairment of (previously
revalued) land and buildings
in a disposal group classifi ed
as held for sale.
Foreign currency transla(cid:415) on
diff erences for overseas
opera(cid:415) ons
Total comprehensive loss
for the year
Contribu(cid:415) ons by and dis-
tribu(cid:415) ons to owners of the
Company recognised
directly in equity
Reclassifi ca(cid:415) on of reserves
Disposal of business
Dividends paid
Issue of ordinary shares
Share based payment
release
Total contribu(cid:415) ons by and
distribu(cid:415) ons to owners of
the Company
-
-
-
-
-
-
-
-
-
-
1
-
1
-
-
-
-
-
-
-
-
-
-
1,399
-
-
-
422
(110)
(1,873)
-
(1,561)
(621)
(865)
-
-
-
-
-
-
-
-
(1)
(1)
-
(11)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(269)
1,399
(1,486)
(11)
(269)
(12,048)
(392)
-
-
-
-
(12,440)
-
-
-
-
-
-
-
(12,048)
144
(11,904)
(392)
422
(110)
(1,873)
(1)
-
-
-
-
-
(392)
422
(110)
(1,873)
(1)
(14,002)
144
(13,858)
-
-
-
-
-
-
621
-
(508)
(1,384)
-
-
-
-
1,400
(269)
-
1,808
(247)
-
-
-
424
(247)
1,400
(269)
113
(253)
1,561
1,308
Balance at 31 August 2013
12
78,798
77
(10,641)
86
(59,752)
2,241
10,821
(80)
10,741
The notes on pages 22 to 64 are an integral part of these consolidated fi nancial statements
FINANCIAL REPORT 2014
PAGE 19
Consolidated and Company Statement of Financial Position
As at 31 August 2014
NOTES
GROUP 2014
COMPANY 2014
GROUP 2013
COMPANY 2013
US$’000
US$’000
US$’000
US$’000
Assets
Property, plant and equipment
Biological assets
Goodwill
Intangible assets
Longterm receivables
Total non-current assets
Inventories
Financial assets at fair value through profi t or loss
Trade and other receivables
Cash and cash equivalents
Assets held for sale
Total current assets
Total assets
Equity
Issued share capital
Share premium account
Revalua(cid:415) on reserve
Share based payment reserve
Foreign exchange reserve
Non distributable reserves
Retained losses
Equity a(cid:425) ributable to owners of company
Non-controlling interests
Total equity
Liabili(cid:415) es
Loans and borrowing
Provisions
Deferred tax liabili(cid:415) es
Total non-current liabili(cid:415) es
Bank overdra(cid:332)
Current tax liabili(cid:415) es
Loans and borrowings
Trade and other payables
Liabili(cid:415) es held for sale
Total current liabili(cid:415) es
Total liabili(cid:415) es
Total equity and liabili(cid:415) es
13
15
16
17
19
20
21
22
5
23,24
23,24
23,24
23,24,25
23
23
26
27
28
22
30
29
30
5
2,705
-
717
14
-
3,436
1,385
66
1,408
405
6,469
9,733
13,169
18
82,487
438
86
(10,629)
2,241
(75,890)
(1,249)
9
(1,240)
6,745
182
178
7,105
-
269
348
2,865
3,822
7,304
14,409
13,169
18
-
-
-
-
18
-
-
12,378
38
-
12,416
12,434
18
82,487
-
86
(13,186)
-
(65,055)
4,350
-
4,350
4,685
-
-
4,685
-
-
249
3,150
-
3,399
8,084
12,434
2,881
-
717
179
361
4,138
925
58
814
2,136
16,164
20,097
24,235
12
78,798
77
86
(10,641)
2,241
(59,752)
10,821
(80)
10,741
6,553
203
553
7,309
398
187
94
1,322
4,184
6,185
13,494
24,235
56
-
-
-
-
56
-
-
25,648
1,210
-
26,858
26,914
12
78,798
-
86
(13,186)
-
(45,530)
20,180
-
20,180
4,500
29
-
4,529
-
-
-
2,205
-
2,205
6,734
26,914
These fi nancial statements were approved by the Board of Directors and authorised for issue on 4 September 2015. They were
signed on their behalf by:
MR SAMIR SHASHA
EXECUTIVE DIRECTOR
The notes on pages 22 to 64 are an integral part of these consolidated fi nancial statements.
FINANCIAL REPORT 2014
PAGE 20
Cash used in opera(cid:415) ons
Taxa(cid:415) on paid
Cash used in opera(cid:415) ng ac(cid:415) vi(cid:415) es
Cash fl ows from inves(cid:415) ng ac(cid:415) vi(cid:415) es
Proceeds on disposal of property, plant and equipment
Purchase of property, plant and equipment
Other inves(cid:415) ng ac(cid:415) vi(cid:415) es
Interest received
Net cash generated by inves(cid:415) ng ac(cid:415) vi(cid:415) es
Cash fl ows from fi nancing ac(cid:415) vi(cid:415) es
Dividends paid to non-controlling interests
Interest paid
Proceeds from issue of share capital
Proceeds from drawdown of loans (net of repayments)
Net cash generated by fi nancing ac(cid:415) vi(cid:415) es
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at 1 September
Net cash and cash equivalents at 31 August
Cash and cash equivalents as above comprise the following:
Cash and cash equivalents
Bank overdra(cid:332)
Net cash and cash equivalents at 31 August
Consolidated Statement of Cash Flows
For the year ended 31 August 2014
NOTES
GROUP 2014
GROUP 2013
31
24
26
22
22
US$’000
(3,647)
(287)
(3,934)
673
(169)
(349)
21
176
(204)
(1,174)
3,694
343
2,659
(1,099)
1,738
639
639
-
639
US$’000
(1,379)
(335)
(1,714)
20
(400)
(361)
282
(459)
(247)
(967)
1,400
3,594
3,780
1,607
131
1,738
2,136
(398)
1,738
The notes on pages 22 to 64 are an integral part of these consolidated fi nancial statements.
FINANCIAL REPORT 2014
PAGE 21
Notes to the Financial Statements
For the year ended 31 August 2014
1. Reporting entity
Cambria Africa Plc (the “Company”) is a public limited company
listed in the Alterna(cid:415) ve Investment Market (AIM) and incorpo-
rated in the Isle of Man under the Companies Act 2006. The
consolidated fi nancial statements of the Group for the year
ended 31 August 2014 comprise the Company and its subsid-
iaries (together referred to as the “Group” and individually as
“Group en(cid:415) (cid:415) es”).
The fi nancial statements were authorised for issue by the Direc-
tors on 4 September 2015.
2. Basis of preparation
STATEMENT OF COMPLIANCE
The consolidated fi nancial statements have been prepared in
accordance with Interna(cid:415) onal Financial Repor(cid:415) ng Standards
(IFRSs) as adopted by the E.U. On publishing the Company
statement of fi nancial posi(cid:415) on here together with the Group
fi nancial statements, the Company complies with the Isle of
Man Companies Act 2006 under which there is no requirement
to present a company statement of comprehensive income in
consolidated fi nancial statements.
NEW AND AMENDED STANDARDS ADOPTED IN THE
CURRENT PERIOD
The amendment to IAS19 ‘Employee Benefi ts’ was adopted in
the current period with no changes to accoun(cid:415) ng policies or
restatements required. In addi(cid:415) on IFRS 13 ‘Fair Value Measure-
ment’ was adopted which requires addi(cid:415) onal disclosures to be
made in respect of fair values applied by the en(cid:415) ty.
IAS27
IAS 28
IAS 32
IAS 36
IAS 39
IFRS 10
IFRS 10
IFRS 11
IFRS 12
IFRS 12
NEW AND AMENDED STANDARDS EFFECTIVE FOR
FUTURE PERIODS
At the date of authorisa(cid:415) on of these fi nancial statements, the
following standards and interpreta(cid:415) ons were in issue but not
yet eff ec(cid:415) ve and were not applied in these fi nancial statements.
STANDARD/INTERPRETATION
EU EFFECTIVE DATE FOR
ANNUAL PERIODS BEGIN(cid:883)
NING ON OR AFTER
Separate fi nancial state-
ments (amended 2011)
Investments in associates
and joint ventures
Amendment -off se(cid:427) ng
fi nancial assets and
fi nancial liabili(cid:415) es
Amendment - recover-
able amount disclosures
for non-fi nancial assets
Amendment - nova(cid:415) on
of deriva(cid:415) ves
Consolidated fi nancial
statements
Amendment - investment
en(cid:415) (cid:415) es
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
Joint arrangements
1 January 2014
Disclosure of interests in
other en(cid:415) (cid:415) es
Amendment - investment
en(cid:415) (cid:415) es
IFRS 10-11-12
Transi(cid:415) on guidance
(amendments)
IFRIC 21
Levies
Diverse IFRS
Annual improvements
IFRSs 2011-2013
BASIS OF MEASUREMENT
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2015
The consolidated fi nancial statements have been prepared on
the historical cost basis except for the following:
• biological assets measured at fair value less cost to sell;
•
•
land, buildings and plant and equipment measured at
revalued amounts.
share-based payments measured at fair value.
FINANCIAL REPORT 2014
PAGE 22
Notes to the Financial Statements
For the year ended 31 August 2014
2. Basis of preparation (continued)
GOING CONCERN
FUNCTIONAL AND PRESENTATION CURRENCY
The consolidated fi nancial statements are presented in United
States Dollars, which, with eff ect from 1 September 2011, is the
Company’s func(cid:415) onal currency. The change in presenta(cid:415) onal
currency made at 1 September 2011 was to be(cid:425) er refl ect the
Group’s business ac(cid:415) vi(cid:415) es since cash fl ows and economic
returns are principally denominated in United States Dollars.
USE OF ESTIMATES AND JUDGEMENTS
The prepara(cid:415) on of fi nancial statements in conformity with
IFRSs requires management to make judgements, es(cid:415) mates and
assump(cid:415) ons that aff ect the applica(cid:415) on of policies and reported
amounts of assets and liabili(cid:415) es, income and expenses. The
es(cid:415) mates and associated assump(cid:415) ons are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form
the basis of making the judgements about carrying values of
assets and liabili(cid:415) es that are not readily apparent from other
sources. Actual results may diff er from these es(cid:415) mates.
The es(cid:415) mates and underlying assump(cid:415) ons are reviewed on an
ongoing basis. Revisions to accoun(cid:415) ng es(cid:415) mates are recognised
in the period in which the es(cid:415) mate is revised if the revision
aff ects only that period, or in the period of the revision and
future periods if the revision aff ects both current and future
periods.
Informa(cid:415) on about cri(cid:415) cal judgements in applying accoun(cid:415) ng
policies and assump(cid:415) ons and es(cid:415) ma(cid:415) on uncertain(cid:415) es that
have the most signifi cant eff ect on the amounts recognised in
the consolidated fi nancial statements is included in the follow-
ing notes:
• Note 14 – Biological assets
• Note 15 – Goodwill
• Note 13 – Property, plant and equipment
• Note 27 – Provisions
By their nature, these es(cid:415) mates and assump(cid:415) ons are subject to
an inherent measurement of uncertainty and the eff ect on the
Group’s fi nancial statements of changes in es(cid:415) mates in future
periods could be signifi cant.
The Group’s business ac(cid:415) vi(cid:415) es and fi nancial performance are
set out in the Chief Execu(cid:415) ve’s Review on pages 3 to 7. In ad-
di(cid:415) on, note 32 to the fi nancial statements includes the Group’s
objec(cid:415) ves, policies and processes for managing its capital; its
fi nancial risk management objec(cid:415) ves; details of its fi nancial in-
struments and its exposure to credit and liquidity risk.
The Board has considered the cash fl ow forecasts for the en-
suing 12 months including the maturity profi le of its contrac-
tual debt obliga(cid:415) ons. The Lonrho se(cid:425) lement has improved the
Group’s cash posi(cid:415) on and the Board is confi dent that it will have
access to suffi cient fi nancial resources for its immediate needs
and will be able to refi nance its contractual debt obliga(cid:415) ons.
Further relevant informa(cid:415) on is available in notes 26, 32 and 40.
A(cid:332) er making enquiries, the Directors have a reasonable ex-
pecta(cid:415) on that the Company and the Group have adequate re-
sources to con(cid:415) nue in opera(cid:415) onal existence for the foreseeable
future. Accordingly, they con(cid:415) nue to adopt the going concern
basis in preparing the annual report and fi nancial statements.
3. Signi(cid:976)icant accounting policies
The following accoun(cid:415) ng policies have been applied consistent-
ly by the Group.
(cid:525)A(cid:526) BASIS OF CONSOLIDATION
The consolidated fi nancial statements incorporate the fi nancial
statements of the Company and Group en(cid:415) (cid:415) es controlled by
the Company (its subsidiaries). Control is achieved where the
Company has both power and variable returns to govern the
fi nancial and opera(cid:415) ng policies of an investee en(cid:415) ty so as to
obtain benefi ts from its ac(cid:415) vi(cid:415) es. The fi nancial statements of
subsidiaries are included in the consolidated fi nancial state-
ments from the date that control commenced un(cid:415) l the date
that control ceases.
The interest of non-controlling shareholders is stated at the
their propor(cid:415) on of the fair values of the assets and liabili(cid:415) es
recognised. Subsequently, losses applicable to the non-con-
trolling interests are allocated against their interests even if
doing so causes the non-controlling interests to have a defi cit
balance.
FINANCIAL REPORT 2014
PAGE 23
Notes to the Financial Statements
For the year ended 31 August 2014
3. Signi(cid:976)icant accounting policies (con-
tinued)
(cid:525)B(cid:526) INTANGIBLE ASSETS
GOODWILL
(cid:525)A(cid:526) BASIS OF CONSOLIDATION (cid:525)CONTINUED(cid:526)
The results of en(cid:415) (cid:415) es acquired or disposed of during the year
are included in the consolidated income statement from the ef-
fec(cid:415) ve date of acquisi(cid:415) on or up to the eff ec(cid:415) ve date of dispos-
al as appropriate. Where necessary, the fi nancial statements
of the subsidiaries are adjusted to conform to the Group’s ac-
coun(cid:415) ng policies. All intra-group transac(cid:415) ons, balances, income
and expenses are eliminated on consolida(cid:415) on.
BUSINESS COMBINATIONS
The acquisi(cid:415) on of subsidiaries is accounted for using the acqui-
si(cid:415) on method. The cost of the acquisi(cid:415) on is measured at the
aggregate of the fair values at the date of exchange of assets
given, liabili(cid:415) es incurred or assumed, and equity instruments
issued by the Group in exchange for control of the acquiree.
Acquisi(cid:415) on related costs are expensed as incurred unless they
relate to the cost of issuing debt or equity securi(cid:415) es. The ac-
quiree’s iden(cid:415) fi able assets, liabili(cid:415) es and con(cid:415) ngent liabili(cid:415) es
that meet the condi(cid:415) ons for recogni(cid:415) on under IFRS 3 are rec-
ognised at their fair values at the acquisi(cid:415) on date, except for
non-current assets that are classifi ed as held for sale in accor-
dance with IFRS 5, which are recognised and measured at fair
value less costs to sell.
Goodwill arising on consolida(cid:415) on is recognised as an asset.
Following ini(cid:415) al recogni(cid:415) on, goodwill is subject to impairment
reviews, at least annually, and measured at cost less accumulat-
ed impairment losses. The recoverable amount is es(cid:415) mated at
each repor(cid:415) ng date.
Any impairment loss is recognised immediately in the income
statement and is not subsequently reversed when the carrying
amount of the asset exceeds its recoverable amount.
Any impairment losses recognised in respect of cash genera(cid:415) ng
units are allocated fi rst to reduce the carrying amount of any
goodwill allocated to cash-genera(cid:415) ng units (groups of units)
and then to reduce the carrying amount of other assets in the
unit (groups of units) on a pro rata basis.
On disposal of a subsidiary the a(cid:425) ributable amount of goodwill
is included in the determina(cid:415) on of the gain or loss on disposal.
OTHER INTANGIBLE ASSETS
Other intangible assets are measured ini(cid:415) ally at cost and are
amor(cid:415) sed on a straight-line basis over their es(cid:415) mated useful
lives. The carrying amount is reduced by any provision for im-
pairment where necessary.
Goodwill arising on acquisi(cid:415) on is recognised as an asset at the
date that control is assumed (the acquisi(cid:415) on date) and ini(cid:415) al-
ly measured at cost, being the excess of the cost of the busi-
ness combina(cid:415) on over the Group’s interest in the fair value of
the iden(cid:415) fi able assets, liabili(cid:415) es and con(cid:415) ngent liabili(cid:415) es rec-
ognised.
On a business combina(cid:415) on, as well as recording separable in-
tangible assets already recognised in the statement of fi nancial
posi(cid:415) on of the acquired en(cid:415) ty at their fair value, iden(cid:415) fi able
intangible assets that are separable or arise from contractual or
other legal rights are also included in the acquisi(cid:415) on statement
of fi nancial posi(cid:415) on at fair value.
If, a(cid:332) er reassessment, the Group’s interest in the net fair value
of the acquiree’s iden(cid:415) fi able assets, liabili(cid:415) es and con(cid:415) ngent
liabili(cid:415) es exceeds the cost of the business combina(cid:415) on, the ex-
cess is recognised immediately in the income statement.
The interest of non-controlling shareholders in the acquiree is
ini(cid:415) ally measured at the non-controlling interests’ propor(cid:415) on
of the net fair value of the assets, liabili(cid:415) es and con(cid:415) ngent lia-
bili(cid:415) es recognised.
Amor(cid:415) sa(cid:415) on of intangible assets is charged over their useful
economic life, as follows:-
Licences
Brand name
5-6 years
7 years
(cid:525)C(cid:526) FOREIGN CURRENCIES
The individual fi nancial statements of each Group en(cid:415) ty are
presented in the currency of the primary economic environ-
ment in which it operates (its func(cid:415) onal currency).
FINANCIAL REPORT 2014
PAGE 24
Notes to the Financial Statements
For the year ended 31 August 2014
3. Signi(cid:976)icant accounting policies (con-
tinued)
comprehensive income and are transferred to the Group’s for-
eign currency transla(cid:415) on reserve within equity.
(cid:525)C(cid:526) FOREIGN CURRENCIES (cid:525)CONTINUED(cid:526)
(cid:525)D(cid:526) TAXATION
For the purpose of the consolidated fi nancial statements, the
results and fi nancial posi(cid:415) on of each of the Group en(cid:415) (cid:415) es are
expressed in United States Dollars, which is the func(cid:415) onal cur-
rency of the Company, and the presenta(cid:415) onal currency for the
consolidated fi nancial statements.
In preparing the fi nancial statements of the individual Group
en(cid:415) (cid:415) es, transac(cid:415) ons denominated in foreign currencies are
translated into the respec(cid:415) ve func(cid:415) onal currency of the Group
en(cid:415) (cid:415) es using the exchange rates prevailing at the dates of
transac(cid:415) ons.
Non-monetary assets and liabili(cid:415) es are translated at the histor-
ic rate. Monetary assets and liabili(cid:415) es denominated in foreign
currencies are translated into the func(cid:415) onal currency at the
rates of exchange ruling at the repor(cid:415) ng date. Non-monetary
assets and liabili(cid:415) es denominated in foreign currencies that are
measured at fair value are retranslated to the func(cid:415) onal cur-
rency at the exchange rate at the date that the fair value was
determined.
Exchange diff erences arising on the se(cid:425) lement of monetary
items, and on the retransla(cid:415) on of monetary items, are included
in the income statement for the year, as either fi nance income
or fi nance costs depending on whether foreign currency move-
ments are in a net gain or net loss posi(cid:415) on.
Exchange diff erences arising on the retransla(cid:415) on of non-mone-
tary items earned at fair value are included within the income
statement for the period except for diff erences arising on the
retransla(cid:415) on of non-monetary items in respect of which gains
and losses are recognised directly in equity. For such non-mon-
etary items, any exchange component of that gain or loss is also
recognised directly in other comprehensive income.
For the purpose of presen(cid:415) ng consolidated fi nancial state-
ments, the assets and liabili(cid:415) es of the Group’s foreign opera-
(cid:415) ons are translated at exchange rates prevailing at the report-
ing date. Income and expenses are translated at the average
exchange rates for the period, unless exchange rates fl uctuate
so as to have a material impact on the fi nancial statements
during that period, in which case the exchange rates at the date
of transac(cid:415) ons are used.
Exchange diff erences arising, if any, are recognised in other
The tax expense represents the sum of current and deferred
tax.
CURRENT TAXATION
Current tax is based on taxable profi t for the period for the
Group. Taxable profi t diff ers from net profi t in the income state-
ment because it excludes items of income or expense that are
taxable or deduc(cid:415) ble in other years and it further excludes
items that are never taxable or deduc(cid:415) ble. The Group’s liability
for current tax is calculated using tax rates that have been en-
acted or substan(cid:415) vely enacted by the repor(cid:415) ng date.
DEFERRED TAXATION
Deferred tax is the tax expected to be payable or recoverable on
diff erences between the carrying amounts of assets and liabili-
(cid:415) es in the fi nancial statements and the corresponding tax bases
used in the computa(cid:415) on of taxable profi t, and is accounted for
using the balance sheet liability method. Deferred tax liabili(cid:415) es
are generally recognised for all taxable temporary diff erences
and deferred tax assets are recognised to the extent that it is
probable that taxable profi ts will be available against which
deduc(cid:415) ble temporary diff erences can be u(cid:415) lised. Such assets
and liabili(cid:415) es are not recognised if the temporary diff erence
arises from goodwill or from the ini(cid:415) al recogni(cid:415) on (other than
in a business combina(cid:415) on) of other assets and liabili(cid:415) es in a
transac(cid:415) on that aff ects neither the tax profi t nor the accoun(cid:415) ng
profi t. Deferred tax liabili(cid:415) es are recognised for taxable tempo-
rary diff erences arising on the investments in subsidiaries and
associates, except where the Group is able to control the re-
versal of the temporary diff erence and it is probable that the
temporary diff erence will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
repor(cid:415) ng date and reduced to the extent that it is no longer
probable that suffi cient taxable profi ts will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is se(cid:425) led or the asset is re-
alised. Deferred tax is charged or credited in the income state-
ment, except when it relates to items charged or credited to eq-
uity, in which case the deferred tax is also dealt with in equity.
FINANCIAL REPORT 2014
PAGE 25
Notes to the Financial Statements
For the year ended 31 August 2014
3. Signi(cid:976)icant accounting policies (con-
tinued)
(cid:525)D(cid:526) TAXATION (cid:525)CONTINUED(cid:526)
Deferred tax assets and liabili(cid:415) es are off set when there is a
legally enforceable right to set off current tax assets against
current tax liabili(cid:415) es, when they relate to income taxes levied
by the same taxa(cid:415) on authority and the Group intends to se(cid:425) le
its current tax assets and liabili(cid:415) es on a net basis.
(cid:525)E(cid:526) OTHER INVESTMENTS
Other asset investments are stated at fair value, adjusted for
impairment losses.
(cid:525)F(cid:526) PROPERTY, PLANT AND EQUIPMENT
Long leasehold land and buildings, plant and machinery, mo-
tor vehicles and fi xtures and fi (cid:427) ngs are stated at their revalued
amounts, being the fair value at the date of revalua(cid:415) on, less
any subsequent accumulated deprecia(cid:415) on and subsequent ac-
cumulated impairment losses. Revalua(cid:415) ons are performed with
suffi cient regularity such that the carrying amount does not dif-
fer materially from that which would be determined using fair
values at the repor(cid:415) ng date.
Any revalua(cid:415) on increase arising on the revalua(cid:415) on of such as-
sets is credited to the revalua(cid:415) on reserve, except to the extent
that it reverses a revalua(cid:415) on decrease for the same asset pre-
viously recognised as an expense, in which case the increase is
credited to the income statement to the extent of the decrease
previously charged. A decrease in carrying amount arising on
the revalua(cid:415) on of such asset is charged as an expense to the
extent that it exceeds the balance, if any, held in the revalua(cid:415) on
reserve rela(cid:415) ng to a previous revalua(cid:415) on of that asset. Depre-
cia(cid:415) on on revalued assets is charged to the income statement.
On subsequent sale or re(cid:415) rement of a revalued asset, the at-
tributable revalua(cid:415) on surplus remaining is transferred directly
to retained earnings.
Deprecia(cid:415) on is charged straight line so as to write off the cost or
valua(cid:415) on of assets, other than land, over their es(cid:415) mated useful
lives. The annual rates used for this purpose are:
Freehold buildings
Plant and machinery
Motor vehicles
2%
10%
15%-25%
Fixtures and fi (cid:427) ngs
15%-25%
The gain or loss arising on the disposal of an asset is determined
as the diff erence between the sales proceeds and the carrying
amount of the asset and is recognised in the income statement
for the year.
Assets held under fi nance leases are depreciated over their ex-
pected useful lives on the same basis as owned assets, or where
shorter, over the relevant lease term. No deprecia(cid:415) on is provid-
ed on freehold land.
Property, plant and equipment iden(cid:415) fi ed for disposal are re-
classifi ed as assets held for resale.
(cid:525)G(cid:526) BIOLOGICAL ASSETS
Biological assets which consist of living animals (game) are mea-
sured on ini(cid:415) al recogni(cid:415) on and at subsequent repor(cid:415) ng dates
at fair value less es(cid:415) mated costs to sell, unless fair value cannot
be reliably measured. All costs related to biological assets that
are measured at fair value are recognised as expenses when
incurred, other than costs to purchase biological assets.
(cid:525)H(cid:526) IMPAIRMENT OF ASSETS EXCLUDING GOODWILL
At each repor(cid:415) ng date, the Group reviews the carrying amounts
of its tangible and intangible assets to determine whether there
is any indica(cid:415) on that those assets have suff ered an impairment
loss. If any such indica(cid:415) on exists, the recoverable amount of
the asset is es(cid:415) mated in order to determine the extent of any
impairment loss. Where the asset does not generate cash fl ows
that are independent from other assets, the Group es(cid:415) mates
the recoverable amount of the cash-genera(cid:415) ng unit to which
the asset belongs. Recoverable amount is the higher of fair val-
ue less costs to sell and value in use. In assessing value in use,
the es(cid:415) mated future cash fl ows are discounted to their present
value using a pre-tax discount rate that refl ects current market
assessments of the (cid:415) me value and the risks specifi c to the as-
set for which the es(cid:415) mates of future cash fl ows have not been
adjusted.
If the recoverable amount of an asset (or cash-genera(cid:415) ng unit)
is es(cid:415) mated to be less than its carrying amount, the carrying
amount of the asset (or cash-genera(cid:415) ng unit) is reduced to its
recoverable amount. An impairment loss is recognised as an
expense immediately, unless the relevant asset is carried at a
revalued amount in which case the reversal of the impairment
loss is treated as a revalua(cid:415) on decrease.
FINANCIAL REPORT 2014
PAGE 26
3. Signi(cid:976)icant accounting policies (con-
tinued)
(cid:525)H(cid:526) IMPAIRMENT OF ASSETS EXCLUDING GOODWILL
(cid:525)CONTINUED(cid:526)
Where an impairment loss subsequently reverses, the carrying
amount of the asset (or cash-genera(cid:415) ng unit) is increased to the
revised es(cid:415) mate of its recoverable amount, but so that the in-
creased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss
been recognised for the asset (or cash-genera(cid:415) ng unit) in prior
years. A reversal of an impairment loss is recognised as income
immediately, unless the relevant asset is carried at a revalued
amount, in which case the reversal of the impairment loss is
treated as a revalua(cid:415) on increase.
(cid:525)I(cid:526) FINANCIAL INSTRUMENTS
Non-deriva(cid:415) ve fi nancial instruments comprise investments in
equity, trade and other receivables, cash and cash equivalents,
loans and borrowings and trade and other payables. Financial
assets and fi nancial liabili(cid:415) es are recognised in the Group’s
statement of fi nancial posi(cid:415) on when the Group becomes a par-
ty to the contractual provisions of the instrument.
Notes to the Financial Statements
For the year ended 31 August 2014
FINANCIAL LIABILITIES
Financial liabili(cid:415) es are classifi ed according to the substance of
the contractual arrangements entered into.
CAPITAL MANAGEMENT
The new Board’s objec(cid:415) ve, following the poor results of the last
few years, is to restore and rebuild the group’s capital base to
maintain investor, creditor and market confi dence and to sus-
tain future development of the business.
BANK BORROWINGS
Interest bearing bank loans and overdra(cid:332) s are recorded at the
proceeds received, net of direct issue costs. Finance charges, in-
cluding premiums payable on se(cid:425) lement or redemp(cid:415) on and di-
rect issue costs, are accounted for on an amor(cid:415) sed cost basis to
the income statement using the eff ec(cid:415) ve interest method and
are added to the carrying amount of the instrument to the ex-
tent that they are not se(cid:425) led in the period in which they arise.
EQUITY INSTRUMENTS
Equity instruments issued by the Company are recorded at the
proceeds received, net of direct issue costs.
CASH AND CASH EQUIVALENTS
(cid:525)J(cid:526) INVENTORIES
Cash and cash equivalents comprise cash in hand and demand
deposits and other short term highly liquid investments that
are readily conver(cid:415) ble to a known amount of cash and are sub-
ject to an insignifi cant risk of changes in value. Bank overdra(cid:332) s
that are repayable on demand and form an integral part of the
Group’s cash management are included as a component of cash
and cash equivalents for the purpose of the statement of cash
fl ows.
Inventories are stated at the lower of cost and net realisable
value. Cost comprises direct materials and where applicable di-
rect expenditure and a(cid:425) ributable overheads that have been in-
curred in bringing the inventories to their present loca(cid:415) on and
condi(cid:415) on. Net realisable value represents the es(cid:415) mated selling
price less all es(cid:415) mated costs of comple(cid:415) on and costs to be in-
curred in marke(cid:415) ng, selling and distribu(cid:415) on.
TRADE RECEIVABLES
Trade receivables are ini(cid:415) ally measured at fair value and are
subsequently measured at amor(cid:415) sed cost using the eff ec(cid:415) ve
interest rate method. Appropriate allowances for es(cid:415) mated re-
coverable amounts are recognised in profi t or loss when there
is objec(cid:415) ve evidence the asset is impaired.
TRADE PAYABLES
Trade payables are ini(cid:415) ally measured at fair value and are sub-
sequently measured at amor(cid:415) sed cost using the eff ec(cid:415) ve inter-
est rate method.
(cid:525)K(cid:526) SHARE BASED PAYMENTS
The Group provides benefi ts to certain employees (including
senior execu(cid:415) ves) of the Group in the form of share based
payments, whereby employees render services in exchange
for shares or rights over shares (equity-se(cid:425) led transac(cid:415) ons).
The cost of these equity-se(cid:425) led transac(cid:415) ons with employees is
measured by reference to the fair value of the equity instru-
ments at the date at which they are granted. The fair value is
determined by using a Black-Scholes model. The dilu(cid:415) ve eff ect,
if any, of outstanding op(cid:415) ons is refl ected as addi(cid:415) onal share di-
lu(cid:415) on in the computa(cid:415) on of earnings per share.
FINANCIAL REPORT 2014
PAGE 27
Notes to the Financial Statements
For the year ended 31 August 2014
3. Signi(cid:976)icant accounting policies (con-
tinued)
er and the goods have been delivered to a contractually agreed
loca(cid:415) on. A sale of services is recognised when the service has
been rendered.
(cid:525)K(cid:526) SHARE BASED PAYMENTS (cid:525)CONTINUED(cid:526)
(cid:525)P(cid:526) LEASES
The grant date fair value of op(cid:415) ons granted to employees is rec-
ognised as an employee expense with a corresponding increase
in equity over the period the employees become uncondi(cid:415) on-
ally en(cid:415) tled to the op(cid:415) ons.
Leases are classifi ed according to the substance of the transac-
(cid:415) on. A lease that transfers substan(cid:415) ally all the risks and rewards
of ownership to the lessee is classifi ed as a fi nance lease. All
other leases are classifi ed as opera(cid:415) ng leases.
(cid:525)L(cid:526) INTEREST(cid:487)BEARING BORROWINGS
FINANCE LEASES
Interest-bearing borrowings are recognised ini(cid:415) ally at fair value
less a(cid:425) ributable transac(cid:415) on costs. Subsequent to ini(cid:415) al recog-
ni(cid:415) on, interest-bearing borrowings are stated at amor(cid:415) sed cost
with any diff erence between cost and redemp(cid:415) on value being
recognised in the income statement over the period of the bor-
rowings on an eff ec(cid:415) ve interest basis.
(cid:525)M(cid:526) DIVIDENDS
Interim dividends are recognised as a liability in the period in
which they are proposed and declared. Final dividends are rec-
ognised when approved by the shareholders.
(cid:525)N(cid:526) PROVISIONS
A provision is recognised in the statement of fi nancial posi(cid:415) on
when the Group has a present legal or construc(cid:415) ve obliga(cid:415) on
as a result of a past event and it is probable that an ou(cid:414) low of
economic benefi ts will be required to se(cid:425) le the obliga(cid:415) on. If
the eff ect is material, provisions are determined by discoun(cid:415) ng
the expected future cash fl ows at a pre-tax rate that refl ects
current market assessments of the (cid:415) me value of money and,
where appropriate, the risks specifi c to the liability.
(cid:525)O(cid:526) REVENUE RECOGNITION
Revenue is derived from the sale of goods and services and is
measured at the fair value of considera(cid:415) on received or receiv-
able a(cid:332) er deduc(cid:415) ng discounts, volume rebates, value-added
tax and other sales taxes. A sale of goods and services is rec-
ognised when recovery of the considera(cid:415) on is probable, there
is no con(cid:415) nuing management involvement with the goods and
services and the amount of revenue can be measured reliably.
A sale of goods is recognised when the signifi cant risks and re-
wards of ownership have passed to the buyer, the associated
costs and possible return of goods can be es(cid:415) mated reliably.
This is when (cid:415) tle and insurance risk have passed to the custom-
Finance leases are capitalised at their fair value or, if lower, at
the present value of the minimum lease payments, each deter-
mined at the incep(cid:415) on of the lease. The corresponding liabili-
ty is shown as a fi nance lease obliga(cid:415) on to the lessor. Leasing
repayments comprise both a capital and fi nance element. The
fi nance element is wri(cid:425) en off to the income statement so as to
produce an approximately constant periodic rate of charge on
the outstanding obliga(cid:415) ons. Such assets are depreciated over
the shorter of their es(cid:415) mated useful lives and the period of the
lease.
OPERATING LEASES
Opera(cid:415) ng lease rentals are charged to the income statement on
a straight line basis over the period of the lease.
(cid:525)Q(cid:526) BORROWING COST
Borrowing costs directly a(cid:425) ributable to the acquisi(cid:415) on, con-
struc(cid:415) on or produc(cid:415) on of a qualifying asset, which are assets
that necessarily take a substan(cid:415) al period of (cid:415) me to get ready
for their intended use or sale, are added to the cost of those
assets, un(cid:415) l such (cid:415) me as the assets are substan(cid:415) ally ready for
their intended use or sale. Investment income earned on the
temporary investment of specifi c borrowings pending their ex-
penditure on qualifying assets is deducted from the borrowing
costs eligible for capitalisa(cid:415) on. All other borrowing costs are
recognised in the income statement in the period in which they
are incurred.
(cid:525)R(cid:526) LOSS PER SHARE
Basic loss per share is calculated based on the weighted average
number of ordinary shares outstanding during the year. Diluted
loss per share is based upon the weighted average number of
shares in issue throughout the year, adjusted for the dilu(cid:415) ve
eff ect of poten(cid:415) al ordinary shares. The only poten(cid:415) al ordinary
shares in issue are employee share op(cid:415) ons.
FINANCIAL REPORT 2014
PAGE 28
3. Signi(cid:976)icant accounting policies (con-
tinued)
(cid:525)S(cid:526) SEGMENT REPORTING
A segment is a dis(cid:415) nguishable component of the Group that is
engaged either in providing products or services (business seg-
ment), or in providing products or services within a par(cid:415) cular
economic environment (geographical segment), which is sub-
ject to risks and rewards that are diff erent from those of other
segments.
(cid:525)T(cid:526) ASSETS HELD FOR SALE AND DISCONTINUED
OPERATIONS
ASSETS HELD FOR SALE
Notes to the Financial Statements
For the year ended 31 August 2014
DISCONTINUED OPERATIONS
A discon(cid:415) nued opera(cid:415) on is a component of the Group’s busi-
ness, the opera(cid:415) ons and cash fl ows of which can be clearly dis-
(cid:415) nguished from the rest of the Group and which:
•
•
•
represents a separate major line of business or geo-
graphical area of opera(cid:415) ons;
is part of a single co-ordinated plan to dispose of a sep-
arate major line of business or geographical area of op-
era(cid:415) ons; or
is a subsidiary acquired exclusively with a view to re-
sale.
Classifi ca(cid:415) on as a discon(cid:415) nued opera(cid:415) on occurs on disposal or
when the opera(cid:415) on meets the criteria to be classifi ed as held-
for-sale, if earlier.
Non-current assets, or disposal groups comprising assets and
liabili(cid:415) es, are classifi ed as held-for-sale or held-for-distribu-
(cid:415) on if it is highly probable that they will be recovered primarily
through sale or distribu(cid:415) on rather than through con(cid:415) nuing use.
When an opera(cid:415) on is classifi ed as a discon(cid:415) nued opera(cid:415) on, the
compara(cid:415) ve statement of comprehensive income is re-present-
ed as if the opera(cid:415) on had been discon(cid:415) nued from the start of
the compara(cid:415) ve year.
Immediately before classifi ca(cid:415) on as held-for-sale or held-for-dis-
tribu(cid:415) on, the assets, or components of a disposal group, are
remeasured in accordance with the Group’s other accoun(cid:415) ng
policies.
Therea(cid:332) er, generally the assets, or disposal group, are mea-
sured at the lower of their carrying amount and fair value less
costs to sell. Any impairment loss on a disposal group is allo-
cated fi rst to goodwill, and then to the remaining assets and
liabili(cid:415) es on a pro rata basis, except that no loss is allocated
to inventories, fi nancial assets, deferred tax assets, employee
benefi t assets, investment property or biological assets, which
con(cid:415) nue to be measured in accordance with the Group’s other
accoun(cid:415) ng policies. Impairment losses on ini(cid:415) al classifi ca(cid:415) on as
held-for-sale or held-for-distribu(cid:415) on and subsequent gains and
losses on remeasurement are recognised in profi t or loss. Gains
are not recognised in excess of any cumula(cid:415) ve impairment loss.
Once classifi ed as held-for-sale or held-for-distribu(cid:415) on, intan-
gible assets and property, plant and equipment are no longer
amor(cid:415) sed or depreciated, and any equity-accounted investee is
no longer equity accounted.
4. Determination of fair values
A number of the Group’s accoun(cid:415) ng policies and disclosures
require the determina(cid:415) on of fair value, for both fi nancial and
non-fi nancial assets and liabili(cid:415) es. Fair values have been deter-
mined for measurement and/or disclosure purposes based on
the following methods. Where applicable, further informa(cid:415) on
about the assump(cid:415) ons made in determining fair values is dis-
closed in the notes specifi c to that asset or liability.
INVENTORIES
The fair value of inventories acquired in a business combina(cid:415) on
is determined based on the es(cid:415) mated selling price in the ordi-
nary course of business less the es(cid:415) mated costs of comple(cid:415) on
and sale, and a reasonable profi t margin based on the eff ort
required to complete and sell the inventories.
EQUITY AND DEBT SECURITIES
The fair values of investments for equity and debt securi(cid:415) es are
determined with reference to their quoted closing bid price at
the measurement date. Subsequent to ini(cid:415) al recogni(cid:415) on, the
fair values of held-to-maturity investments are determined for
disclosure purposes only.
FINANCIAL REPORT 2014
PAGE 29
Notes to the Financial Statements
For the year ended 31 August 2014
4. Determination of fair values (contin-
ued)
own knowledge of the proper(cid:415) es and in par(cid:415) cular where there
has been interest from third par(cid:415) es in purchasing the proper-
(cid:415) es, the Directors may refer to amounts off ered for purchase.
TRADE AND OTHER RECEIVABLES
5. Segment reporting
The fair values of trade and other receivables are es(cid:415) mated at
the present value of future cash fl ows, discounted at the mar-
ket rate of interest at the measurement date. Short-term receiv-
ables with no stated interest rate are measured at the original
invoice amount if the eff ect of discoun(cid:415) ng is immaterial. Fair
value is determined at ini(cid:415) al recogni(cid:415) on and, for disclosure
purposes, at each annual repor(cid:415) ng date.
PROPERTY, PLANT AND EQUIPMENT
The fair value of property, plant and equipment recognised as
a result of a business combina(cid:415) on is the es(cid:415) mated amount for
which property could be exchanged on the acquisi(cid:415) on date be-
tween a willing buyer and a willing seller in an arm’s length trans-
ac(cid:415) on a(cid:332) er proper marke(cid:415) ng wherein the par(cid:415) es had each act-
ed knowledgeably. The fair value of items of plant, equipment,
fi xtures and fi (cid:427) ngs is based on the market approach and cost
approaches using quoted market prices for similar items when
available and depreciated replacement cost when appropriate.
Depreciated replacement cost refl ects adjustments for physical
deteriora(cid:415) on as well as func(cid:415) onal and economic obsolescence.
Segment informa(cid:415) on is presented in respect of the Group’s
business segments based on the Group’s management and in-
ternal repor(cid:415) ng structure. The results of the business segments
are reviewed regularly by the Group’s CEO to make decisions
about resources to be allocated to the segment and to assess
its performance, and for which discrete fi nancial informa(cid:415) on is
available.
Inter-segment pricing is determined on an arm’s length basis
and inter-segment revenue is eliminated.
Segment results that are reported to the CEO include items di-
rectly a(cid:425) ributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items mainly inter-
est-bearing loans, borrowings and expenses, and corporate as-
sets and expenses primarily rela(cid:415) ng to Company’s head offi ce.
Segment capital expenditure is the total cost incurred during
the period to acquire segment assets that are expected to be
used for more than one period.
INVESTMENT PROPERTY
GEOGRAPHICAL SEGMENTS
An external independent valua(cid:415) on company having appropriate
recognised professional qualifi ca(cid:415) ons and recent experience in
the loca(cid:415) on and category of property being valued, values the
Group’s property por(cid:414) olio. The fair values are based on market
values, being the es(cid:415) mated amount for which a property could
be exchanged on the date of the valua(cid:415) on between a willing
buyer and a willing seller in an arm’s length transac(cid:415) on a(cid:332) er
proper marke(cid:415) ng wherein the par(cid:415) es had each acted knowl-
edgeably.
Support services and industrial chemicals operate primarily in
Zimbabwe, with industrial chemicals start up opera(cid:415) ons com-
mencing in the period under review in bordering countries in
Sub-Saharan Africa. Separate geographical analysis is therefore
not presented.
BUSINESS SEGMENTS
For management purposes, con(cid:415) nuing opera(cid:415) ons are organ-
ised into three main business segments.
In the absence of current prices in an ac(cid:415) ve market, the valua-
(cid:415) ons are prepared by considering the es(cid:415) mated rental value of
the property. A market yield is applied to the es(cid:415) mated rent-
al value to arrive at the gross property valua(cid:415) on. When actual
rents diff er materially from the es(cid:415) mated rental value, adjust-
ments are made to refl ect actual rents.
• Outsource and IT services - includes payments and busi-
ness process outsourcing and payroll services
•
Industrial chemicals - includes the manufacture and dis-
tribu(cid:415) on of industrial solvents and mining chemicals
• Head offi ce
Due to the unique nature of a number of proper(cid:415) es within the
Group’s por(cid:414) olio, external valua(cid:415) ons are obtained, however
the Directors also review the valua(cid:415) ons and may determine the
need for impairment for the fi nancial statements given their
In addi(cid:415) on, the following segments are reported separately as
discon(cid:415) nued opera(cid:415) ons: Hotels; Avia(cid:415) on; IT hardware and out-
source service including pharmaceu(cid:415) cal outsourcing, and com-
mercial prin(cid:415) ng.
FINANCIAL REPORT 2014
PAGE 30
5. Segment reporting (continued)
Notes to the Financial Statements
For the year ended 31 August 2014
CONTINUING OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2014
Revenue
Inter-segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profi t
Opera(cid:415) ng costs
Other opera(cid:415) ng income
Impairment of assets
Deprecia(cid:415) on
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng loss for the year
Finance income
Finance expense
Income tax expense
Loss for the year
EBITDA *
CONTINUING OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2013
Revenue
Inter-segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profi t
Opera(cid:415) ng costs
Impairment of assets
Deprecia(cid:415) on
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng loss for the year
Finance income
Finance expense
Income tax expense
Loss for the year
EBITDA *
TOTAL
US$’000
9,420
(15)
9,405
(4,388)
5,017
(8,077)
16
(709)
(297)
(204)
(4,254)
21
(1,127)
(319)
(5,679)
(3,748)
TOTAL
US$’000
8,509
(22)
8,487
(3,906)
4,581
(7,817)
(348)
(249)
(292)
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’000
US$’000
US$’000
4,811
-
4,811
(3,990)
821
(1,786)
2
-
(45)
(1)
(1,009)
9
(42)
-
(1,042)
* (958)
4,609
(15)
4,594
(398)
4,196
-
-
-
-
-
(3,176)
(3,115)
14
(709)
(175)
(25)
125
13
(327)
(317)
(506)
325
-
-
(77)
(178)
(3,370)
(1)
(758)
(2)
(4,131)
(3,115)
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’000
US$’000
US$’000
4,323
-
4,323
(3,553)
770
(1,236)
392
(37)
(1)
(112)
2
(92)
-
(202)
* (70)
4,186
(22)
4,164
(353)
3,811
-
-
-
-
-
(3,369)
(3,212)
(740)
(48)
-
-
(164)
(291)
(13)
84
(120)
(204)
(253)
442
(4,000)
(4,125)
196
(755)
-
(4,559)
(3,952)
282
(967)
(204)
(5,014)
(3,580)
* Earnings Before Interest, Taxa(cid:415) on, Deprecia(cid:415) on and Amor(cid:415) sa(cid:415) on. Adjusted for deprecia(cid:415) on included in cost of sales
FINANCIAL REPORT 2014
PAGE 31
Notes to the Financial Statements
For the year ended 31 August 2014
5. Segment reporting (continued)
DISCONTINUED OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2014
Revenue
Inter segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profi t
Opera(cid:415) ng costs
Other opera(cid:415) ng income
(Impairment)/write-back of PPE and receivables
Loss on disposal of property
Deprecia(cid:415) on
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng (loss)/profi t
Finance income
Finance expense
Income tax credit/(expense)
(Loss)/profi t for the year
EBITDA*
DISCONTINUED OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2013
Revenue
Inter segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profi t
Opera(cid:415) ng costs
(Impairment)/write-back of PPE and receivables
Impairment of intangibles
Deprecia(cid:415) on
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng (loss)/profi t
Finance income
Finance expense
Income tax credit/(expense)
(Loss)/profi t for the year
EBITDA*
* Earnings Before Interest, Taxa(cid:415) on, Deprecia(cid:415) on and Amor(cid:415) sa(cid:415) on.
AVIATION
US$’000
PRINTING &
PROPS
OUTSOURCE
AND IT
SERVICES
US$’000
US$’000
HOTELS
US$’000
2,032
4
2,036
(488)
1,548
(1,983)
64
(8,818)
-
-
-
-
-
-
-
-
(802)
-
-
-
-
-
27
-
27
-
27
(14)
29
-
(357)
-
-
(9,189)
(802)
(315)
-
(46)
223
(9,012)
(371)
-
-
-
(802)
(802)
-
-
(37)
(352)
(344)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
HOTELS
US$’000
AVIATION
US$’000
PRINTING &
PROPS
OUTSOURCE
AND IT
SERVICES
US$’000
US$’000
2,257
(4)
2,253
(505)
1,748
(2,317)
(2,084)
(825)
(574)
(347)
(4,399)
-
(81)
212
(4,268)
(3,487)
-
-
-
-
-
(205)
-
-
-
-
1,807
(51)
1,756
(1,115)
641
(5,241)
2,081
-
(33)
(2)
(205)
(2,554)
-
-
-
(205)
(205)
-
(13)
(34)
(2,601)
(2,519)
653
(2)
651
(531)
120
(281)
362
-
(11)
(5)
185
1
(2)
-
184
201
TOTAL
US$’000
2,059
4
2,063
(488)
1,575
(2,799)
93
(8,818)
(357)
-
-
(10,306)
-
(46)
186
(10,166)
(1,488)
TOTAL
US$’000
4,717
(57)
4,660
(2,151)
2,509
(8,044)
359
(825)
(618)
(354)
(6,973)
1
(96)
178
(6,890)
(6,001)
FINANCIAL REPORT 2014
PAGE 32
5. Segment reporting (continued)
CONTINUING OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2014
Segment assets
Segment liabili(cid:415) es
Capital expenditure
FOR THE YEAR ENDED
31 AUGUST 2013
Segment assets
Segment liabili(cid:415) es
Capital expenditure
ASSETS AND LIABILITIES HELD FOR SALE
FOR THE YEAR ENDED
31 AUGUST 2014
Property, plant and equipment
Biological assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets held for sale
Trade and other payables and ST loan
Provisions
Deferred tax liabili(cid:415) es
Total liabili(cid:415) es held for sale
Net assets of disposal groups held for sale
Notes to the Financial Statements
For the year ended 31 August 2014
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’000
US$’000
US$’000
2,528
1,037
99
930
2,916
40
3,242
6,635
9
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’000
1,961
766
26
US$’000
US$’000
4,850
3,454
265
1,297
5,127
38
NOTE
14
HOTELS
US$’000
5,973
69
125
65
55
6,287
582
127
3,078
3,787
2,500
PRINTING
US$’000
-
-
-
3
179
182
35
-
-
35
147
2,647
TOTAL
US$’000
6,700
10,588
148
Restated
TOTAL
US$’000
8,108
9,347
329
TOTAL
US$’000
5,973
69
125
68
234
6,469
617
127
3,078
3,822
At 31 August 2014, the Group considered its Hotel and the remaining assets of its prin(cid:415) ng and property division as being held for
sale. They are therefore presented within discon(cid:415) nued opera(cid:415) ons. Income and expenses of discon(cid:415) nued opera(cid:415) ons are reported
separately from those of con(cid:415) nuing opera(cid:415) ons in 2014 and 2013. Held for sale assets are stated at their expected proceeds less
costs to sell; previously revalued land and building assets, and hotel intangible assets have been impaired to bring the held for
sale disposal groups to their expected held for sale realisable value. The Group’s shares in Leopard Rock Hotel were disposed of
subsequent to year end for $2.5 million. The value of the Group’s investment has been impaired to its realisible net asset value.
FINANCIAL REPORT 2014
PAGE 33
Notes to the Financial Statements
For the year ended 31 August 2014
5. Segment reporting (continued)
ASSETS AND LIABILITIES HELD FOR SALE (cid:525)CONTINUED(cid:526)
FOR THE YEAR ENDED
31 AUGUST 2013
Property, plant and equipment
Biological assets
Inventories
Trade and other receivables and ST loan
Cash and cash equivalents
Total assets held for sale
Trade and other payables
Provisions
Deferred tax liabili(cid:415) es
Total liabili(cid:415) es held for sale
NOTE
14
HOTELS
US$’000
14,764
67
135
75
110
PRINTING
US$’000
1,000
-
-
13
-
TOTAL
US$’000
15,764
67
135
88
110
15,151
1,013
16,164
790
60
3,301
4,151
33
-
-
33
823
60
3,301
4,184
Net assets of disposal groups held for sale
11,000
980
11,980
FINANCIAL REPORT 2014
PAGE 34
Notes to the Financial Statements
For the year ended 31 August 2014
6. Acquisition and incorporation of subsidiaries
MILLCHEM LILONGWE MALAWI LIMITED
During the fi nancial year (18 November 2013), the group incorporated a new en(cid:415) ty, Millchem Lilongwe Limited and subscribed
for 100% of the issued shares and vo(cid:415) ng interests in the company for a total considera(cid:415) on of US$10 thousand. This investment
facilitated the Group’s entry into the Malawi Chemicals distribu(cid:415) on market.
Post-acquisi(cid:415) on and incorpora(cid:415) on to 31 August 2014, the new subsidiary, in total, contributed US$47.4 thousand to revenue and
incurred a loss of US$14.7 thousand.
7. Group net operating costs
Cost of sales
Administra(cid:415) ve expenses
Net opera(cid:415) ng costs
Administra(cid:415) ve expenses include management related overheads for opera(cid:415) ons and head offi ce.
Opera(cid:415) ng costs include:
Deprecia(cid:415) on of property, plant and equipment
Deprecia(cid:415) on of property plant and equipment in cost of sales
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng lease rentals:
Land and buildings
Personnel expenses
Gain/(loss) on investments
Auditors remunera(cid:415) on
Fees Payable to the Company Auditors for:
Current year audit of the Group’s fi nancial statements
Prior year audit of the Group’s fi nancial statements
Current year audit of the Company’s subsidiaries pursuant to legisla(cid:415) on
Prior year audit of the Company’s subsidiaries pursuant to legisla(cid:415) on
Total audit fees
2014
US$’000
2013
US$’000
4,388
7,311
11,699
3,906
8,647
12,553
2014
US$’000
2013
US$’000
297
5
204
404
4,003
66
121
(36)
-
31
116
249
4
291
253
3,718
4
113
115
65
31
324
FINANCIAL REPORT 2014
PAGE 35
Notes to the Financial Statements
For the year ended 31 August 2014
8. Personnel expenses
The aggregate remunera(cid:415) on comprised (including Execu(cid:415) ve Directors):
Wages and salaries
Compulsory social security contribu(cid:415) ons
Total personnel expenses
Of which: Remunera(cid:415) on of Group Execu(cid:415) ve Directors
Directors’ emoluments (see note 39)
The average number of employees (including Execu(cid:415) ve Directors) in con(cid:415) nuing opera(cid:415) ons was:
Outsource and IT services
Industrial chemicals
Head Offi ce
Total
9. Net (cid:976)inance (costs)/income
Recognised in income statement:
Bank interest receivable
Loan interest receivable
Finance income
Bank interest payable
Loan interest payables
Finance costs
Net fi nance costs
10. Taxation
Income tax recognised in the income statement
Current tax expense
Current period
Deferred tax credit
Origina(cid:415) on and reversal of temporary diff erences
Total income tax charge in income statement
2014
US$’000
3,898
105
4,003
2013
US$’000
3,644
74
3,718
850
783
2014
Number
2013
Number
62
30
6
98
59
24
10
93
2014
US$’000
2013
US$’000
13
8
21
(43)
(1,085)
(1,128)
(1,107)
9
273
282
(212)
(755)
(967)
(685)
2014
US$’000
2013
US$’000
333
(14)
319
216
(12)
204
FINANCIAL REPORT 2014
PAGE 36
10. Taxation (continued)
RECONCILIATION OF EFFECTIVE TAX RATE
Loss before tax
Income tax using the Zimbabwean corpora(cid:415) on tax rate 25.75% (2013: 25.75%)
Net losses where no group relief is available
Total income tax charge in income statement
DEFERRED TAX
Rela(cid:415) ng to losses in subsidiaries
Notes to the Financial Statements
For the year ended 31 August 2014
2014
US$000
2013
US$000
(5,360)
(4,810)
(1,380)
1,699
319
2014
US$’000
(14)
(14)
(1,239)
1,443
204
2013
US$’000
(12)
(12)
Corpora(cid:415) on tax is calculated as 25.75% (2013: 25.75%) of the es(cid:415) mated assessable loss for the year. Taxa(cid:415) on for other jurisdic(cid:415) ons
is calculated at the rates prevailing in the respec(cid:415) ve jurisdic(cid:415) ons.
Deferred tax assets are only recognised to the extent that there are available off se(cid:427) ng deferred tax liabili(cid:415) es, unless the en(cid:415) ty is
reasonably assured of earning suffi cient future profi ts to off set against any future tax liabili(cid:415) es.
11. Disposals and discontinued operations
The following en(cid:415) (cid:415) es are classifi ed as held for disposal:
• Medalspot Enterprises (Private) Limited
•
•
LonZim Hotels Limited and its subsidiaries
Lonzim Air, to where the Group’s Lohnro li(cid:415) ga(cid:415) on expenditure is allocated
The fi nancial eff ect of these discon(cid:415) nued opera(cid:415) ons on the profi t or loss and fi nancial posi(cid:415) on is shown in the opera(cid:415) ng segment
disclosures in note 5.
CASH FLOWS FROM (cid:525)USED IN(cid:526) DISCONTINUED OPERATIONS
Net cash used in opera(cid:415) ng ac(cid:415) vi(cid:415) es
Net cash (used in)/generated by inves(cid:415) ng ac(cid:415) vi(cid:415) es
Net cash (used in)/generated by fi nancing ac(cid:415) vi(cid:415) es
Net cash fl ows for the year
Cash and cash equivalents held for sale
2014
US$’000
2013
US$’000
(386)
621
(111)
124
234
(6,894)
(69)
5,521
(1,442)
110
FINANCIAL REPORT 2014
PAGE 37
Notes to the Financial Statements
For the year ended 31 August 2014
12. Loss per share
The calcula(cid:415) on of basic and diluted earnings per share at 31 August 2014 has been based on the loss a(cid:425) ributable to ordinary
shareholders for con(cid:415) nuing and discon(cid:415) nued opera(cid:415) ons at a weighted average number of ordinary shares outstanding during the
period as detailed in the table below:
LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
Loss for the purposes of basic loss and dilu(cid:415) ve per share being net
loss a(cid:425) ributable to equity holders of the parent*
Loss for the purposes of basic loss and dilu(cid:415) ve per share being net
loss a(cid:425) ributable to equity holders of the parent
2014
EARNINGS
PER SHARE
US$’CENTS
2013
EARNINGS
PER SHARE
US$’CENTS
2014
US$’000
2013
US$’000
(19.5)
(16,138)
(18.4)
(12,048)
- con(cid:415) nuing opera(cid:415) ons
- discon(cid:415) nued opera(cid:415) ons
(7.2)
(12.3)
(5,972)
(10,166)
(7.6)
(10.8)
(5,158)
(6,890)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Weighted average number of ordinary shares for the purposes of basic
and dilu(cid:415) ve loss per share for all calcula(cid:415) ons*
NOTE
2014
000’S
2013
000’S
82,707
65,419
Actual number of shares outstanding at the end of the period
24
99,155
66,749
*In the current and prior year the eff ect of the share op(cid:415) ons (note 25) were an(cid:415) -dilu(cid:415) ve as the share op(cid:415) ons were, at all (cid:415) mes, priced above the trading value of
the shares.
FINANCIAL REPORT 2014
PAGE 38
13. Property, plant and equipment
Notes to the Financial Statements
For the year ended 31 August 2014
2014 GROUP
Cost or valua(cid:415) on
At 1 September 2013
Addi(cid:415) ons in year
Disposals in year
Revalua(cid:415) on
Other
Balance at 31 August 2014
Accumulated deprecia(cid:415) on
At 1 September 2013
Addi(cid:415) ons in year
Disposals in year
Deprecia(cid:415) on charge for the year
Revalua(cid:415) on
Other
Balance at 31 August 2014
Carrying amounts
At 31 August 2014
At 31 August 2013
2013 GROUP
Cost or valua(cid:415) on
At 1 September 2012
Addi(cid:415) ons in year
Disposals in year
Sale of subsidiary
Revalua(cid:415) on
Transfer to intangible assets
Transferred to held for sale
Balance at 31 August 2013
Accumulated deprecia(cid:415) on
At 1 September 2012
Disposals in year
Sale of subsidiary
Deprecia(cid:415) on wri(cid:425) en back on revalua(cid:415) on
Deprecia(cid:415) on charge for the year
Transfer to intangible assets
Transferred to held for sale
Balance at 31 August 2013
Carrying amounts
At 31 August 2013
At 31 August 2012
FREEHOLD
LAND &
BUILDINGS
US$’000
PLANT &
MACHINERY
US$’000
MOTOR
VEHICLES
US$’000
FURNITURE
FIXTURES &
FITTINGS
US$’000
TOTAL
US$’000
4,120
148
(100)
(4)
(7)
4,157
(1,239)
(15)
89
(287)
-
-
TOTAL
US$’000
27,315
400
(186)
(1,824)
(838)
(76)
(20,671)
4,120
2,304
13
-
-
-
2,317
(3)
-
-
(31)
-
-
(34)
2,283
2,301
71
-
-
-
-
71
(36)
-
-
(5)
-
-
801
80
(88)
(4)
(7)
782
(449)
(13)
80
(146)
-
-
944
55
(12)
-
-
987
(751)
(2)
9
(105)
-
-
(41)
(528)
(849)
(1,452)
30
35
254
352
138
193
2,705
2,881
FREEHOLD
LAND &
BUILDINGS
US$’000
PLANT &
MACHINERY
US$’000
MOTOR
VEHICLES
US$’000
FURNITURE
FIXTURES &
FITTINGS
US$’000
22,258
14
-
(207)
(838)
-
(18,923)
2,304
(132)
-
84
116
(398)
-
327
(3)
2,301
22,126
1,435
15
(55)
(1,324)
-
-
-
71
(254)
16
324
-
(122)
-
-
(36)
35
1,181
918
260
(108)
(84)
-
-
(185)
801
2,704
111
(23)
(209)
-
(76)
(1,563)
944
(504)
(1,175)
(2,065)
45
51
-
(188)
-
147
(449)
352
414
12
129
-
(310)
15
578
(751)
193
1,529
73
588
116
(1,018)
15
1,052
(1,239)
2,881
25,250
FINANCIAL REPORT 2014
PAGE 39
Notes to the Financial Statements
For the year ended 31 August 2014
13. Property, plant and equipment (continued)
Valuations
LE HAR (cid:525)PRIVATE(cid:526) LIMITED
VALUATION (cid:515) PROPERTY
An external, professional and independent valuer with appropriate and recognised qualifi ca(cid:415) ons, T.W.R.E Zimbabwe (Pvt) Limited,
carried out a valua(cid:415) on of the freehold land and buildings as at 31 August 2013 with reference to observed market evidence. The
directors considered this value to s(cid:415) ll be an accurate refl ec(cid:415) on of the fair value at 31 August 2014 being US$2,300 thousand (2013:
US$2, 300 thousand). The Directors consider the fair value at the repor(cid:415) ng date to not be materially diff erent from the carrying
value.
Valuations within discontinued operations
LEOPARD ROCK HOTEL COMPANY (cid:525)PRIVATE(cid:526) LIMITED AND EASTINTEG INVESTMENTS (cid:525)PRIVATE(cid:526) LIMITED
IMPAIRMENT
A(cid:332) er year end on 21 October 2014, the Group sold all its shares in Lonzim Hotels Ltd, which holds the en(cid:415) re issued share capital
of Leopard Rock Hotel Company (Private) Limited and Eas(cid:415) nteg Investments (Private) Limited, for a total considera(cid:415) on of $2,500
thousand.
The land and buildings held by the Leopard Rock Hotel Company (Private) Limited and by Eas(cid:415) nteg Investments (Private) Limited
form part of the Hotel disposal group held for sale at the year end. This disposal group has been impaired to bring its carrying value
down to its expected realisable value.
14. Biological assets
Included in discon(cid:415) nued opera(cid:415) ons are biological assets as detailed below.
Balance at 1 September
Acquired during the year
Increase/(decrease) due to births/(deaths)
Loss on fair valua(cid:415) on during the year
Total*
*Included in Assets Held for Sale in the Statement of Financial Posi(cid:415) on.
GROUP 2014
GROUP 2013
US$’000
US$’000
67
-
2
-
69
83
-
2
(18)
67
Biological assets which consist of 280 (2013: 276) living animals for game viewing at the Leopard Rock Hotel are valued with the
assistance of African Wildlife Management and Conserva(cid:415) on and their values are deemed as acceptable.
FINANCIAL REPORT 2014
PAGE 40
Notes to the Financial Statements
For the year ended 31 August 2014
15. Goodwill
As at 31 August 2014, the consolidated statement of fi nancial posi(cid:415) on included goodwill of US$717 thousand (2013: US$717 thou-
sand). Goodwill is allocated to the Group’s cash-genera(cid:415) ng units (“CGUs”), or groups of cash-genera(cid:415) ng units, that are expected to
benefi t from the synergies of the business combina(cid:415) on that gave rise to the goodwill as follows:
CASH GENERATING UNIT (cid:904)CGU(cid:905)
ORIGINAL COST
COST AT 1
SEPTEMBER 2013
CARRYING VALUE AT
1 SEPTEMBER 2013
ACCELERATED
WRITE(cid:883)OFF
CARRYING VALUE AT
31 AUGUST 2014
Paynet Limited
Total
US$’000
US$’000
US$’000
US$’000
US$’000
717
717
717
717
717
717
-
-
717
717
ESTIMATES AND JUDGEMENTS
The following assump(cid:415) ons are held in the assessment on the impairment or otherwise of goodwill:
• Growth rates are based on a range of growth rates that refl ect the products, industries and countries in which the relevant
CGU or group of CGUs operate. Growth rates have been calculated based on management’s expected forecast volumes and
market share increases on normalisa(cid:415) on of the Zimbabwean economy.
•
•
•
•
•
The key assump(cid:415) ons on which the cash fl ow projec(cid:415) ons for the most recent forecast are based relate to discount rates,
growth rates, expected changes in selling prices and direct costs.
The cash fl ow projec(cid:415) ons have been discounted using rates based on the Group’s pre-tax weighted average cost of capital.
The rate used was 15%.
The growth rates applied in the value in use calcula(cid:415) ons for goodwill allocated to each of the CGUs or groups of CGUs that
is signifi cant to the total carrying amount of goodwill were in a range between 0% and 5%.
Changes in selling price and direct costs are based on past results and expecta(cid:415) ons of future changes in the market.
In respect of the value in use calcula(cid:415) ons, cash fl ows have been considered for both the conserva(cid:415) ve and the full forecast
poten(cid:415) al of future cash-fl ows with no impact to the valua(cid:415) on of goodwill.
IMPAIRMENT LOSS
The Group tests goodwill annually for impairment, or more frequently if there are indica(cid:415) ons that goodwill might be impaired.
The Directors believe that the value of the Group’s investments are long term and will only be realised on the full recovery of the
Zimbabwean economy. The Directors do not believe any further impairment to goodwill is necessary in the current period.
FINANCIAL REPORT 2014
PAGE 41
Notes to the Financial Statements
For the year ended 31 August 2014
16. Intangible assets
NET BOOK VAL(cid:883)
UE AT 1
SEPTEMBER
2013
US$’000
179
179
RECLASSIFIED
FROM TANGIBLE
ASSETS
AMORTISATION
US$’000
-
-
(165)
(165)
CLOSING
BALANCE AT 31
AUGUST 2014
US$’000
14
14
ORIGINAL COST
US$’000
1,425
1,425
Payserv so(cid:332) ware licences
Total
AMORTISATION
The amor(cid:415) sa(cid:415) on charge is recognised within administra(cid:415) on expenses (note 7) in the income statement. The remaining amor(cid:415) -
sa(cid:415) on period at 31 August 2014 was 6.5 months for other intangibles. The Group tests other intangible assets for impairment if
there are indica(cid:415) ons that they might be impaired.
The amor(cid:415) sa(cid:415) on periods for other intangible assets are:
So(cid:332) ware licences
3-6 years
17. Long-term receivables
Celpay Interna(cid:415) onal BV receivable
Impairment of Celpay Interna(cid:415) onal BV receiv-
able
ForgetMe Not Africa (BVI) Limited sale proceeds
Provision against sale proceeds
Total
Celpay Interna(cid:415) onal BV
GROUP 2014
US$’000
COMPANY 2014
US$’000
GROUP 2013
US$’000
COMPANY 2013
US$’000
709
(709)
250
(250)
-
-
-
-
-
-
361
-
250
(250)
361
-
-
-
-
-
On 29 April 2013, the Group entered into a memorandum of understanding with Celpay Interna(cid:415) onal BV (“Celpay”), whereby
Paynet Limited agreed inter alia to provide working capital funding, while carrying out due diligence on the company, which capital
would be repayable to Paynet Limited, either on termina(cid:415) on of the contract or through a change in shareholding of Celpay. During
the fi nancial year a further $348 thousand was advanced to Celpay. The full amount was s impaired in the current fi nancial year
following a signifi cant deteriora(cid:415) on in the fi nancial aff airs of Celpay leading to the withdrawal by the Company from the proposed
acquisi(cid:415) on of Celpay.
ForgetMeNot Africa (BVI)
The proceeds on sale of shares of ForgetMeNot Africa (BVI) Limited on 14 February 2013, were receivable based on various de-
fi ned milestones but no later than the second anniversary of the agreement. Given that these milestones have not been achieved
and the weak fi nancial posi(cid:415) on of ForgetMeNot Africa (BVI) Limited, the Directors determined that it would be appropriate to
provide fully against the receivable.
FINANCIAL REPORT 2014
PAGE 42
Notes to the Financial Statements
For the year ended 31 August 2014
18. Investments in subsidiaries and associates
The Company has investments in the following subsidiaries which principally aff ected the profi ts or net assets of the Company.
The direct investments in subsidiaries held by the Company are stated at cost. This is subject to impairment tes(cid:415) ng.
CONTINUING OPERATIONS
African Solu(cid:415) ons Limited
Autopay (Pvt) Limited
Gardoserve (Pvt) Limited
Le Har (Pvt) Limited
LonZim Enterprises Limited
LonZim Holdings Limited +
Millchem Africa Limited
Millchem Holdings Limited *
Millchem Zambia Limited
MillChem (Lilongwe) Limited
MSA Chemicals (Pty) Limited
MSA Sourcing BV
Para Meter Computers (Pvt) Limited
Paynet Limited
Paynet Zimbabwe (Pvt) Limited
Payserv (Pvt) Limited
Payserve Africa Limited (previously Paynet Limited)
Payserv Zimbabwe (Pvt) Limited **
Payserv Zambia Limited
Tradanet (Pvt) Limited
Yellowwood Projects (Pvt) Limited
+ Held directly by Cambria Africa Plc.
* Previously LonZim Proper(cid:415) es Limited
** Previously Lanuarna Enterprises (Private) Limited
COUNTRY OF INCORPORATION
OWNERSHIP INTEREST
Mauri(cid:415) us
Zimbabwe
Zimbabwe
Zimbabwe
United Kingdom
Isle of Man
Isle of Man
Isle of Man
Zambia
Malawi
South Africa
Netherlands
Zimbabwe
Mauri(cid:415) us
Zimbabwe
Zimbabwe
Mauri(cid:415) us
Zimbabwe
Zambia
Zimbabwe
Zimbabwe
2014
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
100%
2013
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
100%
FINANCIAL REPORT 2014
PAGE 43
Notes to the Financial Statements
For the year ended 31 August 2014
18. Investments in subsidiaries and associates (continued)
DISCONTINUED OPERATIONS
COUNTRY OF INCORPORATION
OWNERSHIP INTEREST
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Bri(cid:415) sh Virgin Islands
Bri(cid:415) sh Virgin Islands
Isle of Man
Netherlands
United Kingdom
Zimbabwe
Zimbabwe
South Africa
South Africa
Zimbabwe
Mauri(cid:415) us
South Africa
Chenyakwaremba Farm (Pvt) Limited ++
Eas(cid:415) nteg Investments (Pvt) Ltd ++
Leopard Rock Hotel Company (Pvt) Limited ++
Linus Business Op(cid:415) ons (Pvt) Limited ++
LonZim Agribusiness (BVI) Limited ++
LonZim Air (BVI) Limited
LonZim Hotels Limited ++
Lyons Africa Holdings BV ++
Lyons Africa Holdings Limited ++
Medalspot Enterprises (Pvt) Limited ++
Morningdale Proper(cid:415) es Limited ++
Panafmed (Pty) Limited
Quickvest525 (Pty) Limited
Quintech Investments (Pvt) Limited
Southern Africa Management Services Limited
W S Foods (Pty) Limited ++
++ Held for Sale
19. Inventory
Raw materials and consumables
Work in progress
Goods in transit
Finished goods
Total
2014
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
100%
100%
100%
100%
2013
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
100%
100%
100%
100%
GROUP 2014
GROUP 2013
US$’000
US$’000
213
-
453
719
1,385
361
-
25
539
925
FINANCIAL REPORT 2014
PAGE 44
Notes to the Financial Statements
For the year ended 31 August 2014
20. Financial assets at fair value through pro(cid:976)it or loss
CONTINUING OPERATIONS
Quoted investments por(cid:414) olio
Total
QUOTED INVESTMENTS PORTFOLIO:
Balance at 1 September
Acquired during the year
Disposed during the year
Gain/(loss) on fair valua(cid:415) on during the year
At end of the year
GROUP 2014
GROUP 2013
US$’000
US$’000
66
66
58
58
GROUP 2014
GROUP 2013
US$’000
US$’000
58
-
-
8
66
42
2
(5)
19
58
The por(cid:414) olio is managed by an asset management company who makes the decisions regarding the sale and purchase of shares.
This investment is held at fair value. The por(cid:414) olio, which was purchased in “payment” of a trade vendor liability which could not
be se(cid:425) led due to Zimbabwe foreign currency constraints at the (cid:415) me, is callable at the op(cid:415) on of the vendor. See note 26.
21. Trade and other receivables
NOTE
17
17
GROUP
2014
US$’000
-
902
213
-
-
293
1,408
COMPANY
2014
US$’000
12,181
-
110
-
-
87
12,378
GROUP
2013
US$’000
-
619
80
-
-
115
814
COMPANY
2013
US$’000
25,617
-
-
-
-
31
25,648
Amounts owed by Group undertakings
Trade receivables
Other receivables
ATDM sale proceeds – current por(cid:415) on
ATDM shareholder loan account – current por(cid:415) on
Prepayments and accrued income
Total
No interest is charged on receivables.
The Directors consider the carrying amount of trade and other receivables approximates their fair value. In determining the re-
coverability of the trade receivable, the Group considers any change in the credit quality of trade receivables from the date credit
was ini(cid:415) ally granted up to the repor(cid:415) ng date. The concentra(cid:415) on of credit risk is limited due to the customer base being large and
unrelated. Accordingly, the Directors believe that there is no further credit provision required in excess of the allowance for doubt-
ful debts.
CREDIT RISK
The Group’s credit risk is primarily a(cid:425) ributable to its trade receivables. The amounts presented in the statement of fi nancial posi-
(cid:415) on are net of allowances for doub(cid:414) ul receivables. An allowance for impairment is made where there is an iden(cid:415) fi ed loss event
which, based on previous experience, is evidence of a reduc(cid:415) on in the recoverability of the cashfl ows.
FINANCIAL REPORT 2014
PAGE 45
Notes to the Financial Statements
For the year ended 31 August 2014
22. Cash and cash equivalents
Bank balances
Bank overdra(cid:332) s
Net cash and cash equivalents
Net cash included in held for sale
Total cash and cash equivalents in statement of fi nancial posi(cid:415) on
23. Capital and reserves
REVALUATION RESERVE
GROUP
2014
US$’000
COMPANY
2014
US$’000
405
-
405
234
639
38
-
38
-
38
GROUP
2013
US$’000
2,136
(398)
1,738
110
1,838
COMPANY
2013
US$’000
1,210
-
1,210
-
1,210
The revalua(cid:415) on reserve relates to property, plant and equipment which has been revalued in the Zimbabwean subsidiary Payserv
Zimbabwe (Private) Limited (“Payserv”) and Le Har (Private) Limited, which holds the property from which Payserv operates.
FOREIGN EXCHANGE RESERVE
This reserve arises on transla(cid:415) on of subsidiary en(cid:415) (cid:415) es where their func(cid:415) onal currency is not United States Dollars, the presen-
ta(cid:415) onal currency of the Group. The Company foreign exchange currency reserve relates to the transla(cid:415) on of net assets due to a
change in the func(cid:415) onal currency of the Company from Pounds Sterling to United States Dollars as at 1 September 2011.
SHARE BASED PAYMENT RESERVE
The share based payment reserve comprises of the charges arising from the calcula(cid:415) on of the share based payment posted to the
income statement in 2008 and 2012, and par(cid:415) ally released on expira(cid:415) on of op(cid:415) ons never exercised, in 2013, restated to US$ at
closing rates (see note 25).
NON DISTRIBUTABLE RESERVE
The non distributable reserve arises on the restatement of the assets and liabili(cid:415) es on dollarisa(cid:415) on in Zimbabwe. Amounts held
within this reserve are ring fenced from retained earnings. Distribu(cid:415) ons can only be made from retained earnings and not from
the non distributable reserve. Amounts transferred to the non distributable reserve are determined by the directors as necessary,
unless specifi cally required to do so as part of any fi nancing arrangements.
FINANCIAL REPORT 2014
PAGE 46
24. Share capital & share premium
Issued and fully paid
At 1 September 2013
Issued in period
At 31 August 2014
Notes to the Financial Statements
For the year ended 31 August 2014
ORDINARY SHARES
2014
ORDINARY SHARES
2013
NUMBER
US$’000
NUMBER
US$’000
66,749,023
32,406,139
99,155,162
12
6
18
58,133,908
8,615,115
66,749,023
11
1
12
The Group has also issued share op(cid:415) ons (see note 25). At 31 August 2014, 1,000,000 shares were held in reserve to issue in the
event that these op(cid:415) ons are exercised. At 10 December 2012, 500,000 u(cid:415) lised share op(cid:415) ons expired and were not renewed.
No warrants were granted during the current fi nancial year. The following warrants over the ordinary shares of the Company were
granted in in the previous fi nancial year ended 31 August 2013:
HOLDER
DATE OF GRANT
GRANTED WARRANT PRICE
NUMBER OF
WARRANTS
PERIOD DURING
WHICH EXERCISABLE
MARKET PRICE PER
SHARE AT DATE OF
GRANT
Consilium Corporate Recovery
Master Fund Limited
Consilium Corporate Recovery
Master Fund Limited
18.02.2013
3,000,000
13p
06.12.2012 - 06.12.2015
18.02.2013
5,000,000
13p
18.02.2013 - 18.02.2016
10.25p
9.63p
The holders of ordinary shares are en(cid:415) tled to receive dividends as declared from (cid:415) me to (cid:415) me and are en(cid:415) tled to one vote per
share at mee(cid:415) ngs of the Company. All shares rank equally with regard to the Company’s residual assets.
The Directors are authorised in any period between consecu(cid:415) ve annual general mee(cid:415) ngs, to allot any number of ordinary shares
on such terms as they shall, in their discre(cid:415) on, determine up to such maximum number as represents 50 per cent of the issued
share capital at the beginning of such period. Further ordinary shares may be allo(cid:425) ed on terms determined by the Directors but
subject to the pre-emp(cid:415) on rights prescribed by Sec(cid:415) on 36 of the Isle of Man Companies Act 2006.
FINANCIAL REPORT 2014
PAGE 47
Notes to the Financial Statements
For the year ended 31 August 2014
24. Share capital & share premium (continued)
SHARE PREMIUM
The share premium represents the value of the premium arising on shares issued as follows:
6 March 2014 4,133,333 ordinary shares at a price of 7.5p per share (US$ 508 thousand).
4 March 2014 28,272,806 ordinary shares at a price of 7.5p per share (US$ 3,475 thousand).
1 Oct 2012
8,615,115 ordinary shares at a price of 10p per share (US$1,400 thousand).
16 Sep 2011
3,988,439 ordinary shares at a price of 23p per share (US$1,448 thousand).
10 Dec 2010
17,813,944 ordinary shares at a price of 28p per share net of issue costs of £143 thousand (US$7,646 thou-
sand).
9 Dec 2009
4,255,525 ordinary shares at a price of 27.5p per share net of issue costs of £58 thousand (US$1,820 thou-
sand).
14 Jul 2009
Cost of purchasing and cancelling 4,374,000 shares at 30.5p per share (US$2,174 thousand).
11 Dec 2007
36,450,000 ordinary shares at a price of 100p per share net of issue costs of £2,753 thousand (US$68,659
thousand).
FINANCIAL REPORT 2014
PAGE 48
Notes to the Financial Statements
For the year ended 31 August 2014
25. Share options
The following share op(cid:415) ons over ordinary shares have been granted over the last 5 years under an Unapproved Share Op(cid:415) on
scheme:
NAME
Edzo Wisman
Edzo Wisman
Total
DATE OF GRANT
10.03.2011
10.03.2011
OPTIONS EXPIRED IN THE PRIOR PERIOD
NUMBER OF
SHARE OPTIONS
GRANTED
500,000
500,000
1,000,000
EXERCISE PRICE
PERIOD DURING WHICH EXERCIS(cid:883)
ABLE
30p
30p
01.07.2011 – 30.06.2016
01.07.2012 – 30.06.2017
MARKET PRICE PER
SHARE AT DATE OF
GRANT
21.75p
21.75p
Paul Heber
11.12.2007
500,000
150p
11.12.2007 - 10.12.2012
100p
In accordance with IFRS 2 ‘Share-based payments’ the equity se(cid:425) led share op(cid:415) ons granted have been measured (at the (cid:415) me of
grant) at fair value and recognised as an expense in the income statement with a corresponding increase in equity (other reserves).
The fair value of the op(cid:415) ons granted has been es(cid:415) mated at the date of grant using the Black-Scholes op(cid:415) on pricing model. The
es(cid:415) mated value of the op(cid:415) ons granted on 11 December 2007 was £165 thousand (US$270 thousand). The es(cid:415) mated value of the
op(cid:415) ons granted on 10 March 2011 was £53 thousand (US$85 thousand).
Op(cid:415) ons may be exercised in whole or in part un(cid:415) l the expiry of the exercise period. Holders of the op(cid:415) ons are en(cid:415) tled to receive
no(cid:415) ce of certain proposed transac(cid:415) ons or events of the Company which may dilute or otherwise aff ect their op(cid:415) ons, and may
exercise or be deemed to have exercised their op(cid:415) ons prior to the occurrence thereof. The Company shall keep available suffi cient
authorised but unissued share capital to sa(cid:415) sfy the exercise of the op(cid:415) ons. Ordinary Shares issued pursuant to an exercise of the
op(cid:415) ons shall rank pari passu in all respects with the Company’s exis(cid:415) ng Ordinary Shares save as regards any rights a(cid:425) aching by
reference to a record date prior to the receipt by the Company of the no(cid:415) ce of exercise of op(cid:415) ons. The Company shall apply to
admit to trading on AIM the Ordinary Shares issued pursuant to the exercise of op(cid:415) ons.
The following assump(cid:415) ons have been used at the date of grant:
Number of shares
Share price at ves(cid:415) ng date (Date of Grant)
Exercise price
Expected vola(cid:415) lity
Expected life
Expected dividends
Risk-free interest rate
DATE GRANT
10 MARCH 2011
DATE OF GRANT
10 MARCH 2011
DATE OF GRANT
11 DECEMBER 2007
500,000
21.75p
30p
30.2%
5.4 years
0.00%
5.00%
500,000
21.75p
30p
30.2%
6.4 years
0.00%
5.00%
500,000
100p
150p
44.0%
5.0 years
0.00%
5.00%
Vola(cid:415) lity has been calculated by reference to industry indices at ves(cid:415) ng dates.
All share op(cid:415) ons vested at date of grant and the basis of se(cid:425) lement is in shares of the company.
Share op(cid:415) ons which expired on 10 December 2012, expired without being renewed.
FINANCIAL REPORT 2014
PAGE 49
Notes to the Financial Statements
For the year ended 31 August 2014
25. Share options (continued)
The number and weighted average exercise price of share op(cid:415) ons are as follows:
Outstanding and exercisable at 31 August 2013
Outstanding and exercisable at 31 August 2014
WEIGHTED AVERAGE EXERCISE PRICE
PENCE
30
30
NUMBER OF OPTIONS
1,000,000
1,000,000
The Directors are authorised to grant op(cid:415) ons over the Ordinary Shares on such terms as they shall in their discre(cid:415) on determine up
to such maximum number as represents 10 per cent of the number of Ordinary Shares as was in issue at the date of the Company’s
most recent annual general mee(cid:415) ng. 99,155,162 Ordinary Shares were in issue at the annual general mee(cid:415) ng of 23 April 2014.
26. Loans and borrowings - long term
Consilium facility
Nurture Paynet
Other trade payables
Total
GROUP
2014
US$’000
4,685
2,000
60
6,745
COMPANY
2014
US$’000
4,685
-
-
4,685
GROUP
2013
US$’000
4,500
2,000
53
6,553
COMPANY
2013
US$’000
4,500
-
-
4,500
On 9 March 2012, the Company entered into a secured loan facility agreemen with Consilium Corporate Recovery Master Fund Ltd
for US$2,000 thousand. On the same date, the Company entered into a short term secured loan facility agreement with Consilium
Emerging Markets Absolute Return Master Fund Ltd for US$1,000 thousand respec(cid:415) vely (“Consilium”). Both these loans were
secured by a fi xed and fl oa(cid:415) ng charge over the assets of the Group.
On 6 December 2012, the Company entered an agreement with Consilium to extend the maturity of the short term facility to 8
March 2014. Consilium simultaneously agreed to li(cid:332) the general charge over the assets of the Group for 3,000,000 warrants over
the ordinary shares of the company as disclosed in note 24.
On 18 February 2013, the Company entered into a further secured loan agreement with Consilium for US$1,500 thousand for
5,000,000 warrants, as disclosed in note 24. This facility expires in tandem with all the Consilium debt on 8 March 2014. The total
Consilium facility carries a 15% annualised interest rate and fees as follows: 2% fi rst anniversary fee and 2% repayment charge. It
carried a 2% drawdown fee.
On 1 May 2013, the Company and Consilium agreed to extend the maturity of the debt facility to 30 April 2016.
The debt facility was further amended to allow, with eff ect from 1 July 2014, for interest to be capi(cid:415) lized and, with eff ect from 1
August 2014, for a reduc(cid:415) on in interest rate from 15% p.a to 8% p.a.
In the event of default, Consilium shall have the op(cid:415) on to convert all, or any por(cid:415) on of the outstanding indebtedness at the (cid:415) me
of default into shares in Cambria at a 15% discount to the share price at the date of the facility agreements. The op(cid:415) on price is
14.50p.
The Consilium Corporate Recovery Master Fund Ltd and Consilium Emerging Markets Absolute Master Fund Ltd share the same
investment manager as Consilium Emerging Markets Absolute Return Master Fund Ltd, a substan(cid:415) al shareholder of Cambria, and
the transac(cid:415) ons are therefore deemed a related party transac(cid:415) on for the purpose of the AIM Rules for Companies.
FINANCIAL REPORT 2014
PAGE 50
Notes to the Financial Statements
For the year ended 31 August 2014
26. Loans and Borrowings - long term (continued)
On 8 May 2013, the Company executed agreements with Cerulean (Mauri(cid:415) us) PCC, (“Nisela”) a special purpose vehicle created
by a subsidiary of Nisela Capital rela(cid:415) ng to the placement of US$2,000 thousand secured, conver(cid:415) ble debt into Payserv Africa
Limited (previously named Paynet Limited), its investee company. The conversion feature with the debt represents and embedded
deriva(cid:415) ve for accoun(cid:415) ng purposes. Included within the loan balance above is an amount of $91 thousand represen(cid:415) ng the value
of the conversion feature.
The Nisela secured loan facility carries a 15% coupon, matures on 17 July 2016, and is conver(cid:415) ble into 21.3% of Payserv Africa
Limited’s ordinary share capital at the op(cid:415) on of the lender at any (cid:415) me between 17 July 2014 and 12 July 2016. The loan facility is
conver(cid:415) ble at the elec(cid:415) on of Nisela if there is a change in control in the shareholders or Board of Directors of the benefi cial own-
ers of Payserv Africa Limited or if there is an ini(cid:415) al public off ering of the ordinary shares in Payserv Africa Limited on a securi(cid:415) es
exchange.
The Nisela facility is secured over the shares in Le Har (Private) Ltd (which holds the property in Mount Pleasant, Harare) and by the
cession of the en(cid:415) re por(cid:414) olio of Payserv Africa Limited’s trade debtors as existed at the date of the agreement and in the future.
Other non-current trade payables are in respect of historic Paywell so(cid:332) ware licence fees with the Payserv Group, which could not
be remi(cid:425) ed due to Zimbabwe foreign currency constraints at the (cid:415) me. The amounts due were invested in a listed por(cid:414) olio (see
note 20).
27. Provisions
Provisions
Total
GROUP
2014
US$’000
182
182
COMPANY
2014
US$’000
-
-
GROUP
2013
US$’000
203
203
COMPANY
2013
US$’000
29
29
Provisions at 31 August 2014, are in respect of the maximum Leave Pay and Re(cid:415) rement Gratuity, which may become payable by
individual companies on termina(cid:415) on of employment.
28. Deferred tax liability
RECOGNISED DEFERRED LIABILITY
The following are the major deferred tax liabili(cid:415) es recognised by the Group and movements thereon during the current year.
GROUP
At 1 September
Recognised directly in reserves
Other movements
Disposal of subsidiaries
Transfer to held for sale disposal group
At 31 August
2014
ACCELERATED TAX
DEPRECIATION
US$’000
2013
TOTAL
US$’000
ACCELERATED TAX
DEPRECIATION
US$’000
553
(360)
(15)
-
-
178
553
(360)
(15)
-
-
178
4,108
(111)
(12)
(131)
(3,301)
553
TOTAL
US$’000
4,108
(111)
(12)
(131)
(3,301)
553
Deferred tax assets off set against deferred tax liabili(cid:415) es in the period were US$ nil (2013:US$ nil).
FINANCIAL REPORT 2014
PAGE 51
Notes to the Financial Statements
For the year ended 31 August 2014
29. Loans and borrowings - short term
ValueChem BV
Loan from related par(cid:415) es: Edzo Wisman and Ian Perkins (directors)
Finance Leases
Total
GROUP
2014
US$’000
COMPANY
2014
US$’000
GROUP
2013
US$’000
COMPANY
2013
US$’000
96
249
3
348
-
249
-
249
-
-
94
94
-
-
-
-
On 27 May 2014, MillChem Holdings Limited entered into a Bridge Financing Agreement with ValuChem BV for a short term loan
facility of up to $100 thousand. The balance at 31 August 2014 was $96 thousand, carries interest at 9% per annum and is repay-
able within 180 days of drawdown. The ValueChem loan is unsecured.
On 19 August 2014, Mr Ian Perkins and Mr Edzo Wisman advanced a US$ equivalent amount of US$ 249 thousand under a short
term loan facility to the Company. The loan bears a fl at cost of GBP of 1.3 thousand (US$ 2.2 thousand) and is repayable on 30
September 2014. Interest of 5% per month applies in the event of default. The loan is unsecured.
30. Trade and other payables
Trade payables
Non trade payables and accrued expenses
Total
Current tax liability
Total
GROUP
2014
US$’000
1,964
901
2,865
269
3,134
COMPANY
2014
US$’000
2,720
432
3,152
-
3,152
GROUP
2013
US$’000
861
461
1,322
187
1,509
COMPANY
2013
US$’000
-
2,205
2,205
-
2,205
Trade payables and accruals principally comprise amounts outstanding for trade purchases and on-going costs.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
FINANCIAL REPORT 2014
PAGE 52
31. Notes to the statement of cash (cid:976)lows
Loss for the year
Amor(cid:415) sa(cid:415) on of intangible assets
Impairment of goodwill
Impairment of held for sale assets
Deprecia(cid:415) on of property, plant and equipment
Loss on sale of property, plant and equipment
Impairment of long term receivables
Impairment of current assets
Valua(cid:415) on adjustments to inventories, receivables and other assets
Loss on disposal of subsidiaries
Finance income
Finance costs
Share based payment reserve
Increase/(decrease) in provisions
Income tax charge
Foreign exchange
Opera(cid:415) ng cash fl ows before movements in working capital
Increase in inventories
Decrease/(increase) in trade and other receivables
Decrease in trade and other payables
Decrease/(increase) in long term receivables
Cash used in opera(cid:415) ons
Notes to the Financial Statements
For the year ended 31 August 2014
GROUP 2014
US$’000
(15,845)
GROUP 2013
US$’000
(11,904)
204
-
8,818
302
339
709
-
84
-
(21)
1,174
-
46
133
-
(4,057)
(450)
(574)
1,434
-
(3,647)
608
-
2,807
871
93
-
626
49
1,823
(283)
1,063
(269)
102
204
-
(4,210)
(329)
308
(850)
3,702
(1,379)
* All amounts include both con(cid:415) nuing and discon(cid:415) nued. Cash fl ows for discon(cid:415) nued opera(cid:415) ons are given in note 11.
32. Financial instruments
The Group has exposure to the following risks from its use of fi nancial instruments:
•
•
credit risk
liquidity risk
• market risk (comprises: foreign currency risk and interest rate risk)
This note presents informa(cid:415) on about the Group’s exposure to each of the above risks, the Group’s objec(cid:415) ves, policies and pro-
cesses for measuring and managing risk, and the Group’s management of capital. Further quan(cid:415) ta(cid:415) ve disclosures are included
throughout these consolidated fi nancial statements. The Board of Directors has overall responsibility for the establishment and
oversight of the Group’s risk management framework.
RISK MANAGEMENT FRAMEWORK
The Group’s risk management policies are established to iden(cid:415) fy and analyse the risks faced by the Group, to set appropriate risk
limits and controls, and to monitor risks and adherence to limits. The Group’s risk management policies are established to iden(cid:415) fy
and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.
FINANCIAL REPORT 2014
PAGE 53
Notes to the Financial Statements
For the year ended 31 August 2014
32. Financial instruments (continued)
CREDIT RISK MANAGEMENT
Credit risk refers to the risk that a counterparty will default on its contractual obliga(cid:415) ons resul(cid:415) ng in fi nancial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterpar(cid:415) es and obtaining suffi cient collateral where appro-
priate, as a means of mi(cid:415) ga(cid:415) ng the risk of fi nancial loss from defaults. The Group’s exposure and the credit ra(cid:415) ngs of its counter-
par(cid:415) es are regularly monitored and the aggregate value of transac(cid:415) ons concluded is spread amongst approved counterpar(cid:415) es.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit
evalua(cid:415) on is performed on the fi nancial condi(cid:415) on of accounts receivable and, where appropriate, credit guarantee insurance
cover is purchased. The Group does not have any signifi cant credit risk exposure to any single counterparty or any group of coun-
terpar(cid:415) es having similar characteris(cid:415) cs. The credit risk on liquid funds and deriva(cid:415) ve fi nancial instruments is limited because the
counterpar(cid:415) es are banks with high credit- ra(cid:415) ngs assigned by interna(cid:415) onal credit ra(cid:415) ng agencies.
The carrying amount of fi nancial assets recorded in the fi nancial statements, net of any allowances for losses, represents the
Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained. At the repor(cid:415) ng date,
there were no signifi cant credit risks.
EXPOSURE TO CREDIT RISK
The carrying amount of fi nancial assets represents the maximum credit exposure. Therefore, the Group and Company’s maximum
exposure to credit risk at the repor(cid:415) ng date, being the total of the carrying amount of fi nancial assets, excluding equity invest-
ments is shown in the table below.
Cash and cash equivalents
Trade and other receivables
Shareholder loan receivables
Other investments
Total
NOTE
22
5,17,21
21
20
GROUP
2014
US$’000
639
1,476
-
66
2,181
COMPANY
2014
US$’000
38
197
12,181
-
12,416
GROUP
2013
US$’000
1,838
1,263
-
58
3,159
The maximum exposure to credit risk for trade and other receivables at the repor(cid:415) ng date by geographic region was:
United Kingdom
Southern Africa
Mauri(cid:415) us
Europe
Total
GROUP
2014
US$’000
235
1,946
-
-
COMPANY
2014
US$’000
235
12,073
65
43
GROUP
2013
US$’000
31
1,229
-
3
2,181
12,416
1,263
25,648
COMPANY
2013
US$’000
1,210
31
25,617
-
26,858
COMPANY
2013
US$’000
24,760
818
67
3
FINANCIAL REPORT 2014
PAGE 54
Notes to the Financial Statements
For the year ended 31 August 2014
32. Financial instruments (continued)
The maximum exposure to credit risk for trade and other receivables (excluding trade creditors which are linked to listed invest-
ments per contract with the supplier - see note 20 US$66 thousand (2013: US$58 thousand)) at the repor(cid:415) ng date by type of
counterparty was:
Trade customers and sundry receivables
Sale of investment proceeds (note 17 and 21)
Amounts owed by Group undertakings
Total
GROUP
2014
US$’000
1,408
-
-
1,408
COMPANY
2014
US$’000
197
-
12,181
12,378
GROUP
2013
US$’000
902
361
-
1,263
COMPANY
2013
US$’000
31
-
25,617
25,648
The ageing of trade and other receivables at the repor(cid:415) ng date was:
Neither past nor impaired
Past due 1-30 days
Past due 31-60 days
Past due 61-90 days
Past due 91-days +
Total
GROUP
GROSS
2014
US$’000
IMPAIRMENT
2014
US$’000
1,096
274
43
30
33
1,476
-
-
(9)
(26)
(33)
(68)
TOTAL
2014
US$’000
1,096
274
34
4
-
GROSS
2014
US$’000
12,378
-
-
-
-
1,408
12,378
COMPANY
IMPAIRMENT
2014
US$’000
-
-
-
-
-
-
TOTAL
2014
US$’000
12,378
-
-
-
-
12,378
Based on the Group’s monitoring of customer credit risk, the Group believes that no further impairment allowance is necessary
in respect of trade receivables not past due.
LIQUIDITY RISK MANAGEMENT
Liquidity risk is the risk that the Group will encounter diffi culty in mee(cid:415) ng the obliga(cid:415) ons associated with its fi nancial liabili(cid:415) es that
are se(cid:425) led by delivering cash and another fi nancial asset.
Ul(cid:415) mate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity
risk management framework for the management of the Group’s short, medium and long term funding and liquidity management
requirements.
The new board plans to manage liquidity risk by raising adequate reserves, banking facili(cid:415) es and reserve borrowing facili(cid:415) es and
by regularly monitoring forecast and actual cash fl ows and matching the maturity profi les of fi nancial assets and liabili(cid:415) es.
FINANCIAL REPORT 2014
PAGE 55
Notes to the Financial Statements
For the year ended 31 August 2014
32. Financial instruments (continued)
LIQUIDITY RISK MANAGEMENT (cid:525)CONTINUED(cid:526)
The following are the contractual, undiscounted maturi(cid:415) es of fi nancial liabili(cid:415) es, including es(cid:415) mated interest payments and ex-
cluding the eff ect of ne(cid:427) ng arrangements:
GROUP
CONTRACTUAL CASH FLOWS 2014
CONTRACTUAL CASH FLOWS 2013
Bank overdra(cid:332) s
Trade and other payables
Loans and borrowings
Total
CARRYING
AMOUNT
US$’000
1 YEAR OR
LESS
US$’000
-
3,482
7,093
10,575
-
3,482
735
4,217
2 TO < 5
YEARS
US$’000
-
-
7,454
7,454
CARRYING
AMOUNT
US$’000
1 YEAR OR
LESS
US$’000
1 TO < 5
YEARS
US$’000
398
1,546
6,647
8,591
398
1,546
1,082
3,026
-
-
5,565
5,565
COMPANY
CONTRACTUAL CASH FLOWS 2014
CONTRACTUAL CASH FLOWS 2013
Trade and other payables
Shareholder loan payables
Loans and borrowings (note 26)
Total
CARRYING
AMOUNT
US$’000
1 YEAR OR
LESS
US$’000
-
1,615
4,934
6,549
-
1,615
435
2,050
2 TO < 5
YEARS
US$’000
-
-
5,167
5,167
CARRYING
AMOUNT
US$’000
1 YEAR OR
LESS
US$’000
1 TO < 5
YEARS
US$’000
598
1,607
4,500
6,705
598
1,607
666
2,871
-
-
3,834
3,834
As disclosed in note 26 the loans and borrowings amounts due to Consilium are secured by a fi xed and fl oa(cid:415) ng charge over the
assets of the Group. In the event of default, Consilium shall have the op(cid:415) on to convert all, or any por(cid:415) on of the outstanding in-
debtedness at the (cid:415) me of default into shares in Cambria at a 15% discount to the share price at the date of the facility agreements.
The eff ec(cid:415) ve op(cid:415) on price is 14.50p.
It is not expected that the cash fl ows included in the maturity analysis will occur signifi cantly earlier, or at signifi cantly diff erent
amounts.
FOREIGN CURRENCY RISK MANAGEMENT
The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in a currency other than
United States Dollars. The currencies giving rise to this risk are primarily the Pound Sterling, Euro , Zambian Kwacha, Malawian
Kwacha and the South African Rand. In respect of other monetary assets and liabili(cid:415) es held in currencies other than United States
Dollars, the Group ensures that the net exposure is kept to an acceptable level, by buying or selling foreign currencies at spot rates
where necessary to address short-term imbalances. The following signifi cant exchange rates applied during the year:
Pounds Sterling (GBP)
Euro (EUR)
Zambian Kwacha (ZMW)
South African Rand ( ZAR)
Malawian Kwacha (MWK)
AVERAGE RATE
2014
REPORTING DATE
SPOT RATE
2014
AVERAGE RATE
2013
REPORTING DATE
SPOT RATE
2013
0.61
0.73
5.87
10.49
396.50
0.60
0.76
6.02
10.66
394.10
0.64
0.76
5.14
9.11
9.11
0.65
0.76
5.35
8.99
8.99
FINANCIAL REPORT 2014
PAGE 56
Notes to the Financial Statements
For the year ended 31 August 2014
32. Financial instruments (continued)
FOREIGN CURRENCY RISK MANAGEMENT (cid:525)CONTINUED(cid:526)
The Company does not have any exposure to currency forward exchange contracts at the repor(cid:415) ng date (2013: US$nil).
SENSITIVITY ANALYSIS
In managing foreign currency risks the Group aims to reduce the impact of short and long-term fl uctua(cid:415) ons on the Group’s earn-
ings. A 10 percent strengthening/weakening of the listed currencies against the USD at 31 August 2014 would have increased (de-
creased) equity and profi t or loss by the amounts shown below. This analysis assumes that all other variables, in par(cid:415) cular interest
rates, remain constant and ignores any impact of forecast sales and purchases. This analysis is performed on the same basis for
2013 and assumes that all other variables remain the same.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabili(cid:415) es at the repor(cid:415) ng date
and their sensi(cid:415) vity is as follows:
31 AUGUST 2014
Pounds Sterling (GBP)
Euro (EUR)
South African Rand (ZAR)
Zambian Kwacha (ZMW)
Malawian Kwacha (MWA)
31 AUGUST 2013
Pounds Sterling (GBP)
Euro (EUR)
South African Rand (ZAR)
Zambian Kwacha (ZMW)
EXPOSURE IN
FINANCIAL STATE(cid:883)
MENT POSITION
US$’000
STRENGTHENING
PROFIT OR LOSS
US$’000
WEAKENING
PROFIT OR LOSS
US$’000
(1,769)
(11)
(55)
110
12
(290)
13
(53)
22
96
1
1
1
-
17
(1)
1
-
(96)
1
1
1
-
(17)
1
(1)
-
INTEREST RATE RISK MANAGEMENT
Due to the liquidity constraints in the Zimbabwean economy, the consequen(cid:415) al interest rate risk the Group would be subject to
if it relied solely on short term Zimbabwean sourced borrowings, would be marked. The Group has, where possible, secured one
year fi xed interest rate overdra(cid:332) and loan agreements with its bankers in Zimbabwe. Addi(cid:415) onally, the Company has, mi(cid:415) gated its
interest rate risk, by entering into a number of long term, off shore facility agreements with fi xed rates of interest.
FINANCIAL REPORT 2014
PAGE 57
Notes to the Financial Statements
For the year ended 31 August 2014
32. Financial instruments (continued)
The Group does not account for any fi xed rate fi nancial assets or liabili(cid:415) es at fair value through profi t or loss. At the repor(cid:415) ng
date the interest rate profi le of the Group’s interest bearing fi nancial instruments was as follows :
CARRYING VALUE
FIXED RATE INSTRUMENTS
Financial assets
Financial liabili(cid:415) es
Total
VARIABLE RATE INSTRUMENTS
Financial assets
Financial liabili(cid:415) es
Total
CAPITAL MANAGEMENT
2014
US$’000
2013
US$’000
-
(7,033)
(7,033)
639
-
639
-
(6,594)
(6,594)
2,136
(398)
1,738
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confi dence and to sustain
future development of the business. Capital consists of ordinary shares, retained earnings and non-controlling interests of the
Group. The Board of Directors monitors the return on capital, which the Group defi nes as net opera(cid:415) ng income divided by total
shareholders’ equity, excluding non-redeemable preference shares and non-controlling interests. The Board of Directors also mon-
itors the level of dividends to ordinary shareholders.
Currently management is discussing alterna(cid:415) ves for extending the Group’s share op(cid:415) on programme beyond key management and
other senior employees. No decisions have been made.
The Board seeks to maintain a balance between higher returns that might be possible with high levels of borrowings and the ad-
vantages and security aff orded by a sound capital posi(cid:415) on. The Group’s target is to achieve a long term return on capital above
20%. In 2014 the return was >(100%), (2013: (13%)). In comparison the weighted average interest expense on interest bearing
borrowings (excluding liabili(cid:415) es with imputed interest) was 16.4% (2013: 15%).
FINANCIAL REPORT 2014
PAGE 58
Notes to the Financial Statements
For the year ended 31 August 2014
32. Financial instruments (continued)
FAIR VALUES
The fair values of fi nancial assets and liabili(cid:415) es, together with the carrying amounts shown in the statement of fi nancial posi(cid:415) on
are as follows:
GROUP
Cash and cash equivalents
(net of bank overdra(cid:332) )
Trade and other receivables
Other investments
Trade and other payables
Loans and borrowings
Total
GROUP
Cash and cash equivalents
(net of bank overdra(cid:332) )
Trade and other receivables
Other investments
Trade and other payables
Loans and borrowings
Total
COMPANY
Cash and cash equivalents
(net of bank overdra(cid:332) )
Trade and other receivables
Trade and other payables
Loans and borrowings
Total
COMPANY
Cash and cash equivalents
(net of bank overdra(cid:332) )
Trade and other receivables
Trade and other payables
Loans and borrowings
Total
LOANS AND RECEIVABLES
2014
US$’000
CARRYING AMOUNT
2014
US$’000
FAIR VALUE
2014
US$’000
639
1,476
66
(3,542)
(7,033)
(8,394)
639
1,476
66
(3,542)
(7,033)
(8,394)
639
1,476
66
(3,542)
(7,033)
(8,394)
LOANS AND RECEIVABLES
2013
US$’000
CARRYING AMOUNT
2013
US$’000
FAIR VALUE
2013
US$’000
1,738
12,724
58
(1,546)
(6,647)
6,327
1,738
12,724
58
(1,546)
(6,647)
6,327
1,738
12,724
58
(1,546)
(6,647)
6,327
LOANS AND RECEIVABLES
2014
US$’000
CARRYING AMOUNT
2014
US$’000
FAIR VALUE
2014
US$’000
38
12,378
(3,152)
(4,934)
4,330
38
12,378
(3,152)
(4,934)
4,330
38
12,378
(3,152)
(4,934)
4,330
LOANS AND RECEIV(cid:883)
ABLES
2013
US$’000
CARRYING AMOUNT
2013
US$’000
FAIR VALUE
2013
US$’000
1,210
25,648
(2,205)
(4,500)
20,153
1,210
25,648
(2,205)
(4,500)
20,153
1,210
25,648
(2,205)
(4,500)
20,153
FINANCIAL REPORT 2014
PAGE 59
Notes to the Financial Statements
For the year ended 31 August 2014
32. Financial instruments (continued)
THE FAIR VALUE OF ASSETS AND LIABILITIES CAN BE CLASSED IN THREE LEVELS.
Level 1
Fair values measured using quoted prices (unadjusted) in ac(cid:415) ve markets for iden(cid:415) cal assets or liabili(cid:415) es.
Level 2
Level 3
Fair values measured using inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Fair values measured using inputs for the asset or liability that are not based on observable market data (i.e. unob-
servable inputs).
As at 31 August 2014, the Group holds the following investment at fair value:
GROUP
Quoted investments por(cid:414) olio
Total
GROUP
Quoted investments por(cid:414) olio
Total
ESTIMATION OF FAIR VALUES
LEVEL 1
2014
US$’000
66
66
LEVEL 1
2013
US$’000
58
58
LEVEL 2
2014
US$’000
-
-
LEVEL 2
2013
US$’000
-
-
LEVEL 3
2014
US$’000
-
-
TOTAL
2014
US$’000
66
66
LEVEL 3
2013
US$’000
TOTAL
2013
US$’000
-
-
58
58
The following summarises the major methods and assump(cid:415) ons used in es(cid:415) ma(cid:415) ng the fair values of fi nancial instruments refl ect-
ed in the above table.
CASH AND CASH EQUIVALENTS (cid:525)NET OF BANK OVERDRAFT(cid:526)
Fair value approximates its carrying amount largely due to the short-term maturi(cid:415) es of this instrument.
LOANS AND BORROWINGS
Fair value has been derived from quoted prices.
TRADE RECEIVABLES AND PAYABLES
For receivables and payables with a remaining life of less than one year, the no(cid:415) onal amount is deemed to refl ect the fair value.
LOANS AND BORROWINGS
Fair value has been derived from quoted prices.
OTHER INVESTMENTS
Fair value has been derived from quoted prices.
FINANCIAL REPORT 2014
PAGE 60
33. Operating leases
LEASES AS LESSEE
At the repor(cid:415) ng date, the Group had the following outstanding
annual commitments for future minimum lease payments un-
der non-cancellable opera(cid:415) ng leases:
Notes to the Financial Statements
For the year ended 31 August 2014
35. Income statement of Cambria Africa
Plc
There is no requirement under the Isle of Man Companies Act
2006 to present a company income statement. The loss for
the year to 31 August 2014 was US$19,156 thousand (2013:
US$4,662 thousand).
Opera(cid:415) ng lease commitments
US$’000
36. Capital commitments
Payable in next 12 months
Payable in 1 to 5 years
Payable therea(cid:332) er (> 5 years)
Total
143
80
-
223
During the year ended 31 August 2014, US$405 thousand (2013:
US$253 thousand, as restated) was recognised as an expense in
the income statement in respect of opera(cid:415) ng leases. Opera(cid:415) ng
lease payments represents rentals payable by the Group for cer-
tain of its proper(cid:415) es. Leases are nego(cid:415) ated for a minimum term
of 1 year and rentals are fi xed for the period.
LEASES AS LESSOR
At the repor(cid:415) ng date, the Group had US$nil (2013: US$15 thou-
sand) outstanding annual commitments for future minimum
lease receipts under opera(cid:415) ng leases. The amounts related to
2013 were not non-cancellable leases and amounts were re-
ceivable to 31 December 2013. During the year ended 31 Au-
gust 2014, US$27 thousand (2013: US$3 thousand as restated)
was received under lease agreements.
34. Finance leases
CREDFIN LOAN
Minimum lease payments
Finance cost
Present value
GROUP 2014
GROUP 2013
US$’000
US$’000
4
(1)
3
122
(28)
94
The above current fi nancial liability, measured at amor(cid:415) sed
cost is secured by a fi nance lease agreement in respect of mo-
tor vehicles. Ownership will transfer to Paynet Zimbabwe (Pvt)
Ltd, a(cid:332) er payment of the nominal amount. Interest is charged
at 28.27% per annum for one agreement and 25.7% for the
other.
The capital commitments at 31 August 2014 totalled US$nil
(2013: US$nil).
37. Guarantees
No guarantees were provided by the group at 31 August 2014 oth-
er than those disclosed under note 40: post-balance sheet events.
38. Contingent liabilities and assets
CONTINGENT LIABILITIES
On 30 July 2013, the Group, pursuant to its disposal of Blue-
berry Interna(cid:415) onal Limited, (“Blueberry”), provided warran(cid:415) es
to the Purchaser, rela(cid:415) ng to the disclosure of assets and liabili-
(cid:415) es and certain representa(cid:415) ons made during the sale process.
These warran(cid:415) es remain in force and eff ect un(cid:415) l 30 September
2014 in respect of a General Warranty Claim and 30 Septem-
ber 2015, for a Fundamental Warranty Claim. The liability of the
Group in respect of the aggregate of all warranty claims shall
not be less than US$25 thousand for a single claim and US$50
thousand in aggregate and all claims shall not in total exceed
US$1,000 thousand. To the date of the report, no formal war-
ranty claim has been lodged by the Purchaser.
On 26 August 2011, the Group, pursuant to its disposal of Sol
Avia(cid:415) on (Pvt) Ltd, (“Sol Avia(cid:415) on”) entered into a Memorandum
of Understanding with the purchaser, whereby the purchaser
would be fully indemnifi ed in respect of any claim, made ei-
ther by Royal Khmer Airlines Interna(cid:415) onal (Pte) Limited (“Royal
Khmer”) or Fly540 Avia(cid:415) on Limited (“Fly540”) pursuant to the
Memorandum of Understanding entered into by Sol Avia(cid:415) on
and Royal Khmer and a licence agreement entered into between
Sol Avia(cid:415) on and Fly540. To the date of this report no claims
have been lodged under this indemnity against the Group.
FINANCIAL REPORT 2014
PAGE 61
Notes to the Financial Statements
For the year ended 31 August 2014
38. Contingent liabilities and assets
(continued)
CONTINGENT LIABILITIES (cid:525)CONTINUED(cid:526)
On 16 August 2012, the Group, pursuant to its disposal of the
scrap remains of the aircra(cid:332) owned by LonZim Air (BVI) Limited,
indemnifi ed the purchaser, against any claims or costs arising
in connec(cid:415) on with any claim made by 540 (Uganda) Limited
against Lonzim Air (BVI) Limited to a maximum value of US$50
thousand.
On 21 October 2014, the Group, pursuant to its disposal of
Lonzim Hotels Limited, provided warran(cid:415) es rela(cid:415) ng to ma(cid:425) ers
fairly disclosed to the Purchaser in terms of the relevant sale
and purchase agreement and the related disclosure le(cid:425) er and/
or due diligence data room. General warran(cid:415) es remain in force
and eff ect un(cid:415) l 31 August 2015 and Title warran(cid:415) es remain in
force and eff ect un(cid:415) l 21 October 2016. The liability of the Group
in respect of the aggregate of all Title warran(cid:415) es shall not ex-
ceed $2 000 thousand; and in respect of the aggregate of all
General warran(cid:415) es, shall not exceed $350 thousand. The Group
will have no liabiilty in respect of General warranty claims in ag-
gregate less than $100 thousand and General warranty claims
shall not be less than US$25 thousand for a single claim. To the
date of the report, no formal warranty claim has been lodged
by the Purchaser.
39. Related parties
IDENTITY OF RELATED PARTIES
The Group has a related party rela(cid:415) onship with its subsidiaries
(see note 18), and with its Directors and execu(cid:415) ve offi cers.
Transac(cid:415) ons between the Company and its subsidiaries, which
are related par(cid:415) es, have been eliminated on consolida(cid:415) on and
are not disclosed in this note. All related party transac(cid:415) ons are
conducted on terms equivalent to arms length transac(cid:415) ons.
GROUP AND COMPANY
TRANSACTIONS WITH ENTITIES WITH SIGNIFICANT
INFLUENCE OVER THE ENTITY
At the date of lis(cid:415) ng on AIM, 11 December 2007, the Company
issued shares to the value of US$14,854 thousand (£7,290 thou-
sand) to Lonrho Plc in exchange for Lonrho Plc entering into a
non-compete agreement. The agreement covered a period of
fi ve and a half years and had been ini(cid:415) ally recognised as an in-
tangible asset with a valua(cid:415) on of US$14,854 thousand (£7,290
thousand). The book value of this intangible asset which was
being amor(cid:415) sed over the period of the agreement, was fully
wri(cid:425) en off in 2012.
On 12 September 2012, the company was advised that Lonrho
Plc had disposed of its 22% shareholding in the Company to an
interest of less than 3%, the minimum no(cid:415) fi ca(cid:415) on threshold.
On 18 July 2013, the Company entered into a Se(cid:425) lement Agree-
ment with Lonrho Plc, whereby Cambria Africa Plc received
US$2,665 thousand, in se(cid:425) lement of various claims and re-
ceivables balances, claims related to the Management Services
and Con(cid:415) nuing Rela(cid:415) onship Agreement between the Company
and Lonrho Plc, claims rela(cid:415) ng to the Hotel Refurbishment and
Management Agreement between LonZim Hotels Limited and
Lonrho Hotels Management Services (BVI) Limited (“LHMS”)
(“Hotel Management Agreement”), the early termina(cid:415) on of the
Hotel Management Agreement, and other claims between the
Company and its subsidiaries and Lonrho Plc Group companies.
The Group loss on the se(cid:425) lement agreement, before amounts
provided for in the prior period was US$348 thousand. This
amount was recognised in previous repor(cid:415) ng periods.
FINANCIAL REPORT 2014
PAGE 62
Notes to the Financial Statements
For the year ended 31 August 2014
39. Related parties (continued)
39. Related parties (continued)
During the period Itai Mazaiwana, a director of the Compa-
ny, provided addi(cid:415) onal consultancy services to the Company
amoun(cid:415) ng to US$25 thousand (2013: US$13 thousand). At 31
August 2014, the amount payable to Itai Mazaiwana was US$1
thousand (2013: US$nil ).
At 31 August 2014, the following amounts were payable to
Directors in respect of Directors fees : Edzo Wisman US$45.6
thousand (2013: US$13 thousand), Ian Perkins US$13.5 thou-
sand (2013: US$nil), Fred Jones $3.3 thousand (2013: US$ nil)
and Paul Turner $8.3 thousand (2013: US$ nil).
TRANSACTIONS WITH SUBSIDIARY ENTITIES WITHIN
THE GROUP (cid:525)CONTINUED(cid:526)
Paynet Zimbabwe (Private) Limited (“Paynet
Zimbabwe”)
Paynet Zimbabwe, a 100% subsidiary of the Group provides ser-
vices including payroll processing, so(cid:332) ware licensing, training
and u(cid:415) lity and property sublets to fellow subsidiaries which
amounted to US$15 thousand (2013: US$21 thousand). All
charges were at market value, arms length rates.
Paynet Zimbabwe holds a licence to use, sell and develop so(cid:332) -
ware owned by Paynet Limited and uses the Paywell so(cid:332) ware
through a licence with fellow subsidiary African Solu(cid:415) ons Limit-
ed. Total licence fees paid in the period were US$824 thousand
(2013: US$772 thousand).
MSA Sourcing BV
MSA Sourcing BV acts as the sourcing agent for the MillCehm
Group in respect of certain chemical supplies. Chemicals to the
value of $922 thousand were so supplied to Millchem subsid-
aires.
Consilium through the Consilium Corporate Recovery Master
Fund Ltd and the Consilium Emerging Markets Absolute Return
Master Fund Ltd (jointly “Consilium”), is a substan(cid:415) al share-
holders of Cambria. Consilium has provided loan funding to the
Group (see note 26). Interest and Fees paid during the period
amounted to US$758 thousand (2013: US$755 thousand).
TRANSACTIONS WITH SUBSIDIARY ENTITIES WITHIN
THE GROUP
Leopard Rock Hotel Company (Private) Limited
(“LRH”)
LRH, a former 100% subsidiary of the Group, provided hospital-
ity services to the Group amoun(cid:415) ng to US$4thousand (2013:
US$4 thousand). All charges were at market value, arms length
rates.
Diospyros Investments (Private) Limited – T/A
CES Zimbabwe (“CES”)
CES was un(cid:415) l 31 August 2013, a 100% subsidiary of the Group.
CES provided IT hardware and IT maintenance services to Group
companies amoun(cid:415) ng to US$25 thousand in the year ended 31
August 2013.
FINANCIAL REPORT 2014
PAGE 63
Notes to the Financial Statements
For the year ended 31 August 2014
39. Related parties (continued)
40. Events after the reporting date
TRANSACTIONS WITH KEY MANAGEMENT PERSON(cid:487)
NEL (cid:525)CONTINUED(cid:526)
Key management personnel are the holding Company Directors
and execu(cid:415) ve offi cers. Edzo Wisman a former Execu(cid:415) ve Direc-
tor, par(cid:415) cipates in the share op(cid:415) on scheme. Other Directors
and key personnel are eligible to par(cid:415) cipate in the share op(cid:415) on
scheme (see note 25).
Total remunera(cid:415) on is included in “personnel expenses” (see
note 8).
E Wisman
T Sanders
I Perkins
P Turner
I Mazaiwana
F Jones
P Heber
Total
TOTAL
2014
US$000
TOTAL
2013
US$000
495
89
133
50
63
20
-
850
317
237
120
50
38
15
6
783
Included in the above are salaries and benefi ts paid to Mressrs.
Wisman and Perkins the Company’s previous CEO and - Chair-
man, of US$ 0.495 million and US$0.133 million, respec(cid:415) vely.
These amounts included, inter alia, a staff loan of US$0.1 million
to Mr. Wisman which, in terms of his amended staff loan agree-
ment has been waived following the investment by VAL and
the change of control in Cambria subsequent to the repor(cid:415) ng
date (April 2015). Also, following the change of control, Messrs
Wisman and Perkins received change in control payments com-
bined amoun(cid:415) ng to US$185 500, which will be included in the
fi nancial results for the following year.
On 19 August 2014, Messrs. Wisman and Perkins advanced a
US$ equivalent amount of US$249 thousand under a short term
loan facility to the Company. The loan bears a fl at cost of GBP
of 1.3 thousand (US$ 2.2 thousand) and is repayable on 30 Sep-
tember 2014. Interest of 5% per month applies in the event of
default. The loan is unsecured.
Disposal of Lonzim Hotels Limited
On 21 October 2014 the Company entered into agreement
to dispose if its shares and claims in Lonzim Hotels Limited to
Ventures Africa Investments Limited (“VAL”) for a total consid-
era(cid:415) on of US$2,500 thousand se(cid:425) led in cash. Lonzim Hotels
Limited holds the Leopard Rock Hotel and related subsidiaries.
Cancellation of Chemicals & Marketing Compa-
ny Limited (“C&M”) acquisition
It was announced on 26 August 2013 that the Company had
concluded the acquisi(cid:415) on of the en(cid:415) re issued share capital of
Malawi chemical distributor Chemicals & Marke(cid:415) ng Company
Limited (“C&M”) and that the related 5.5 million considera(cid:415) on
shares (“considera(cid:415) on shares”) have been admi(cid:425) ed to lis(cid:415) ng
on AIM.
Subsequent to that announcement, and following a more in-
depth understanding of the fi nancial aff airs of C&M, the Com-
pany and the C&M vendors entered into a Disengagement
Agreement (dated 29 June 2015) in terms of which the par(cid:415) es
agreed that the C&M acquisi(cid:415) on will be reversed and the par-
(cid:415) es be restored to their ini(cid:415) al posi(cid:415) ons.
The considera(cid:415) on shares, net of shares sold to sa(cid:415) sfy obliga-
(cid:415) ons to C&M, will be held as treasury shares.
The Company’s subsidiary MillChem Holdings Limited (“MHL”),
has provided guarantees to creditors of C&M to the value of
$592 thousand. C&M has undertaken to release MHL from
these guarantees and indemnifi ed MHL against any related loss
VAL subscription
On 15 February 2015, the Company entered into a share sub-
scrip(cid:415) on agreement in terms of which VAL agreed to subscribe
and the Company agreed to issue, 107,000,000 ordinary shares
of GBP0.0001 each at price of 0.85p per share.
Jet claims - settlement with Lonrho
On 3 September 2015 the Company concluded a se(cid:425) lement
agreement with Lonrho with respect to the Jetclaims and coun-
terclaims (“the claims”) between the par(cid:415) es, in terms of which
the Company will receive US$4.752 million in full and fi nal set-
tlement of the claims. A(cid:332) er outstanding li(cid:415) ga(cid:415) on and other as-
sociated costs, the net proceeds is es(cid:415) mated to be US$3.5 mil-
lion and will be applied to Cambria, and its subsidiaries’ working
capital requirements and debt commitments.
FINANCIAL REPORT 2014
PAGE 64
COMPANY SECRETARY AND CONTACT DETAILS
AUDITORS
Corporate Information
For the year ended 31 August 2014
Northern Wychwood Limited
1st Floor, Exchange House
54-58 Athol Street
Douglas
Isle of Man
IM99 1JD
Tel: +44 (0) 1624 678259
REGISTRARS
Capita Registrars (Isle of Man) Limited
3rd Floor Exchange House
Clinch’s House
Lord Street
Douglas
Isle of Man
IM99 1RZ
Tel: +44 (0) 1624 641560
PRINCIPAL GROUP BANKERS
Barclays Corporate
Level 27, 1 Churchill Place
Canary Wharf
London
E14 5HP
Tel: +44 (0) 20 7116 1000
Baker Tilly Isle of Man LLC
2a Lord Street
Douglas
Isle of Man
IM99 1HP
T: +44 (0) 1624 693900
REGISTERED OFFICE AND AGENT
Appleby Trust (Isle of Man) Limited
33-37 Athol Street
Douglas
Isle of Man
IM1 1LB
Tel: +44 (0) 1624 647647
NOMINATED ADVISOR AND BROKER
WH Ireland Limited
24 Mar(cid:415) n Lane
London
EC4R 0DR
Tel: +44 (0) 20 7220 1666
FINANCIAL REPORT 2014
PAGE 65
Shareholder Information
For the year ended 31 August 2014
Analysis of ordinary shareholdings as at 3 July 2015
Note: the shareholding analysis has been performed on 3 July 2015, incorpora(cid:415) ng changes since the year end of 31 August 2014
Category of shareholder
Private shareholder
Banks, nominees and other corporate
bodies
Total
Shareholding range
1 – 5,000
5,001 – 50,000
50,001 – 500,000
500,001 – 5,000,000
5,000,001 – 50,000,000
50,000,001 – 150,000,000
Total
REGISTRARS
NUMBER OF HOLDERS
% OF TOTAL HOLDERS
NUMBER OF SHARES % OF TOTAL SHARES
90
143
233
80
58
54
35
5
1
233
38.6%
61.4%
100.0%
34.3%
24.9%
23.2%
15.0%
2.1%
0.4%
100.0%
18,718 323
192,936,839
211,655 162
193 633
1 113 258
8 895 710
50 675 947
43 776 614
107 000 000
211 655 162
8.8%
91.2%
100.0%
0.1%
0.5%
4.2%
23.9%
20.7%
50.6%
100.0%
All administra(cid:415) ve enquiries rela(cid:415) ng to shareholdings, such as queries concerning dividend payments, no(cid:415) fi ca(cid:415) on of change of
address or the loss of a share cer(cid:415) fi cate, should be addressed to the Company’s registrars.
UNSOLICITED MAIL
As the Company’s share register is, by law, open to public inspec(cid:415) on, shareholders may receive unsolicited mail from organisa(cid:415) ons
that use it as a mailing list. Shareholders wishing to limit the amount of such mail should write to the Mailing Preference Society,
Freepost 29 Lon20771, London W1E 0ZT.
FINANCIAL REPORT 2014
PAGE 66
Cambria Africa Plc
1 Berkeley Street
Mayfair
London WIJ 8DJ
Tel: +44 (0) 20 3402 2366
Fax: +44 (0) 20 3402 2367
info@cambriaafrica.com
www.cambriaafrica.com