Cambria Africa Plc
Annual report
2015
Table of Contents
Annual Report 2015
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 - 65
66
67
Results for the year
Cambria Africa Plc (AIM:CMB) announces its full year results for the year ending 31 August 2015. The audited
Financial Statements will be made available on the Company’s website (www.cambriaafrica.com).
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.
Sub-Saharan Africa.
Results summary:
Key events for the 2015 fi nancial year were:
• On 21 October 2014 the Group disposed of its 100%
shareholding 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 $2.5 million. The net
asset value of the Leopard Rock Hotel Group had been impaired
in the prior year by $8.9 million to refl ect its net realisable value
of $2.5 million at that date.
During the year ended 31 August 2015, Payserv and Mill-
chem combined, grew revenues and gross profi t by 10%
and 12% year-on-year, respec(cid:415) vely.
Cambria’s central costs were reduced by 32% when com-
pared to the equivalent period last year. As noted above,
a further cost reduc(cid:415) on has been implemented, the annu-
alised result of which will refl ect substan(cid:415) ally in the next
repor(cid:415) ng period.
• On 3 September 2015, in the post balance sheet period, the
Company entered into a Se(cid:425) lement Agreement with Lonrho
Limited rela(cid:415) ng to the Company’s Jet Claims in terms of which
Cambria received $4.752 million in full and fi nal se(cid:425) lement of
the Jet Claims.
Including the net Jet Claim li(cid:415) ga(cid:415) on se(cid:425) lement proceeds
of $3.47 million, Cambria’s EBITDA from con(cid:415) nuing opera-
(cid:415) ons for the year ended 31 August 2015 was $1.65 million
compared to an EBITDA loss of $3.75 million for the 2014
fi nancial year.
• The Company’s remaining assets are Payserv Africa (“Payserv”)
and Millchem Holdings (“Millchem”) and the board is of the
view that these two assets provide signifi cant value crea(cid:415) on
opportuni(cid:415) es to Cambria and its shareholders.
• The execu(cid:415) ve team con(cid:415) nues its focus on:
• Ra(cid:415) onalising and simplifying the head offi ce func(cid:415) on and
central overheads. Signifi cant progress has been made in
reducing overheads, the full benefi t of which will refl ect in
the next repor(cid:415) ng period;
• Restoring the momentum lost in Millchem by re-establishing
key supplier and customer rela(cid:415) onships. Loss making
subsidiaries, Millchem Zambia and Millchem Malawi have
been discon(cid:415) nued a(cid:332) er the fi nancial year end, with focus
restored on Millchem Zimbabwe, Millchem’s core opera(cid:415) ng
en(cid:415) ty;
•
Suppor(cid:415) ng the Payserv management team to con(cid:415) nue
the good growth in its core markets through an expanded
service off ering. Payserv Zambia is making progress
towards achieving its maiden profi ts; and
The Group recorded a profi t from con(cid:415) nuing opera(cid:415) ons of
$0.55 million for the year ended 31 August 2015 (2014 loss
of $5.7 million).
Consilium dispute:
The Consilium dispute arose over the validity of CCRMF’s
a(cid:425) empt to accelerate the repayment of the loans provided to
the Company by Consilium Corporate Recovery Master Fund
(“CCRMF” or “Consilium”) as a result of the subscrip(cid:415) on by
Ventures Africa Limited (“VAL”) in Cambria in April 2015. On
13 April 2015, Cambria shareholders approved the subscrip(cid:415) on
by VAL of 107,000,000 ordinary shares in the Company which
resulted in VAL owning 50.55% of Cambria. CCRMF and related
par(cid:415) es hold 14.9% of Cambria’s shares.
Cambria announced on 26 October 2015 that it received a
statutory demand in the Isle of Man in which CCRMF had
formally demanded repayment of the loans. In response to
the statutory demand, the Company submi(cid:425) ed that there was
a genuine and substan(cid:415) al dispute as to whether the debt was
then payable and that any future presenta(cid:415) on of a winding up
pe(cid:415) (cid:415) on would cons(cid:415) tute an abuse of the Court’s process.
•
Enhancing the value of Payserv by replica(cid:415) ng its successful
technology pla(cid:414) orms, products and services in the rest of
CCRMF withdrew their statutory demand in response to
Cambria’s applica(cid:415) on for an injunc(cid:415) on. In addi(cid:415) on, CCRMF was
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 3
Chief Executive Of(cid:976)icer’s Statement
ordered by the High Court of Jus(cid:415) ce of the Isle of Man to pay
the Company’s costs of and incidentals to the Statutory Demand
claim on a standard basis.
On 9 June 2015, Cambria announced the provision of a standby
facility of $1.12m made available by VAL to the Company which
was to be used as security for costs in rela(cid:415) on to the now se(cid:425) led
li(cid:415) ga(cid:415) on against Lonrho. Pending the resolu(cid:415) on of the dispute
with CCRMF, as a consequence of which CCRMF has converted
their fl oa(cid:415) ng charge on Cambria’s assets, par(cid:415) cularly the Com-
pany’s primary bank accounts, the Lonrho se(cid:425) lement as well as
the shares of Lonzim Holdings Limited, the Company is relying
on this standby facility to fund its day-to-day opera(cid:415) ons.
Cambria con(cid:415) nues to strongly dispute CCRMF’s claim that there
has been an event of default that en(cid:415) tles Consilium to acceler-
ate repayment of the loans and maintains that the due date of
the loans as disclosed in its audited fi nancial statements and as
defi ned in the loan agreements, as amended, is 30 April 2016.
CCRMF and Cambria have agreed to the li(cid:415) ga(cid:415) on arising from
the dispute being stayed un(cid:415) l 30 April 2016. Cambria howev-
er con(cid:415) nues to diligently inves(cid:415) gate all the claims it may have
against CCRMF and the former CEO and Chairman of Cambria,
both also directors of Consilium.
Introduction
The fi rst 6 months since having assumed the CEO role
with eff ect from 3 August 2015, have been largely
overshadowed by the unexpected Consilium dispute.
Considerable (cid:415) me, cost and energy have been invest-
ed in defending the Consilium claims and in uncover-
ing the true state of aff airs in which Cambria was le(cid:332)
by the previous execu(cid:415) ve management.
With a signifi cant cash equity investment through VAL’s
subscrip(cid:415) on in April 2015, my interests as CEO are 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 Group back to profi tability and restore
shareholder value.
Notwithstanding the signifi cant distrac(cid:415) on caused by the
above, Cambria has con(cid:415) nued its restructuring whereby the
Company’s central overheads have been reduced to be fi t-for-
purpose. In addi(cid:415) on, the Group’s fi nancial posi(cid:415) on has been
substan(cid:415) ally strengthened following the se(cid:425) lement of the legal
dispute with Lonrho.
During the 2015 fi nancial year, revenues and gross profi t of the
con(cid:415) nuing opera(cid:415) ons of Cambria, Payserv and Millchem, were
$10.3 million (2014: $9.4 million) and $5.6 million (2014: $5.0
million) represen(cid:415) ng an increase of 10% and 12% respec(cid:415) vely
compared to the fi scal year 2014.
Including the net Jet Claim li(cid:415) ga(cid:415) on se(cid:425) lement proceeds of
$3.47 million, Cambria’s EBITDA from con(cid:415) nuing opera(cid:415) ons for
2015 was $1.65 million, compared to the prior year’s EBITDA
loss from con(cid:415) nuing opera(cid:415) ons of $3.75 million.
The Group profi t for the year is $0.55 million for con(cid:415) nuing
opera(cid:415) ons. Cambria’s earnings per share for the fi nancial year
was 0.1c per share, compared to a loss of 19.5c per share for
the same period last year.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 4
Main Investments
CONSOLIDATED RESULTS
Payserv and Millchem jointly had an aggregated
performance as follows:
(cid:904)US$ THOUSANDS(cid:905)
2015
2014 GROWTH
Chief Executive Of(cid:976)icer’s Statement
Payserv Africa
Payserv provides EDI switching services (Paynet),
‘payslip’ processing (Autopay) and payroll based
micro-fi nance loan processing (Tradanet).
(cid:904)US$ THOUSANDS(cid:905)
2015
2014
GROWTH
Revenues
Gross profi t
10,306
9,405
5,637
5,017
Gross margin
55%
53%
10%
12%
4%
(5%)
Revenues
Gross profi t
5,012
4,594
4,745
4,196
Gross margin
95%
91%
9%
13%
4%
(9%)
SG&A
EBITDA
(5,365)
(5,650)
272
(633)
>(100%)
SG&A
EBITDA
(3,519)
(3,871)
1,226
325
>100%
EBITDA margin
3%
(7%)
>(100%)
EBITDA Margin
24%
7%
>100%
The following factors had a signifi cant impact on fi nancial per-
formance:
•
•
EBITDA for 2014 was impacted by once-off costs of $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;
EBITDA for 2015 con(cid:415) nued to be eff ected by Payserv’s
investment in expanding its presence and off ering in
Zambia, the costs of which are expensed in full; and
• Challenges experienced by Millchem Zambia and Millchem
Malawi in the ramp up of these subsidiaries to full
trading capacity. Investment in these territories has been
discon(cid:415) nued in the post balance sheet period to refocus
opera(cid:415) ons and investment in Millchem’s core Zimbabwe
market.
Paynet provides 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 17.3 million transac(cid:415) ons
(2014: 16.4 million) during the period under review, a 5.5%
increase.
Autopay provides payroll services to more than 150 customers
and processed over 345 000 pay slips (2014: 313 000) during
the period under review, a 10% increase.
Tradanet processed approximately 134,000 (2014: 121,000)
loans during the period, represen(cid:415) ng a value of $176 million
(2014: $154 million), an 11% increase and a 14% increase
respec(cid:415) vely.
During the year under review, Payserv con(cid:415) nued to invest
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.
The previous repor(cid:415) ng period included an excep(cid:415) onal item of
$0.7 million a(cid:425) ributable to the write-off of transac(cid:415) on costs
related to CelPay Zambia discussed above.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 5
Revenues
Gross profi t
Gross margin
SG&A
EBITDA
Chief Executive Of(cid:976)icer’s Statement
Millchem Holdings
Central costs (continued)
Millchem is a value-added chemicals distributor with
a leading market posi(cid:415) on in Zimbabwe.
Current total central costs have been reduced to an es(cid:415) mated
normalised annual cost of $0.3 million (excluding once-off costs
legal costs), from US3.1 million before VAL’s investment.
(cid:904)US$ THOUSANDS(cid:905)
2015
2014 GROWTH
5,294
4,811
10%
892
821
17%
17%
9%
-
As the new CEO of Cambria, I will con(cid:415) nue not to collect
compensa(cid:415) on including 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. Similarly,
my fellow directors have not received any compensa(cid:415) on or
benefi ts since VAL’s investment.
(1,846)
(1,779)
(4%)
Tradanet
(954)
(958)
-
EBITDA margin
(18%)
(20%)
(10%)
Despite the challenging and uncertain business environment
during the year, Millchem grew revenues by 10%.
Overheads were nega(cid:415) vely impacted by the expansion and in-
vestment in establishing Millchem Zambia and Millchem Ma-
lawi under the Group’s previous management. A(cid:332) er the year-
end, Millchem Malawi has been closed while Millchem Zambia
has been disposed of.
The Company is defending a claim brought by the minority
shareholder in Tradanet, O(cid:425) onby Trading (Private) Limited, re-
la(cid:415) ng to its right to acquire Payserv’s 51% share in Tradanet,
allegedly triggered by the change in control of Cambria as a re-
sult of VAL’s subscrip(cid:415) on in April 2015. The Company’s legal ad-
visers, having considered the terms of the related shareholders
agreement, are confi dent that the claim will be unsuccessful.
The par(cid:415) es have agreed to follow an arbitra(cid:415) on process to re-
solve this dispute, which is expected to be completed shortly.
Events following the end of the period
under review
Establishing Millchem as a profi table unit con(cid:415) nues to be an
important priority. The key focus areas are:
SALE OF MILLCHEM ZAMBIA
•
Strengthening the execu(cid:415) ve leadership team following
departure of senior execu(cid:415) ves;
• Rebuilding rela(cid:415) onships with key customers;
Millchem Holdings has agreed to the sale of the Zambian oper-
a(cid:415) ons for net asset value of US$46 thousand, with eff ect from
1 September 2015. The rights to the name “Millchem Zambia”
are not included in the sale.
• Re-establishing credit lines with key suppliers; and
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 coun-
terclaims between the par(cid:415) es, in terms of which the Compa-
ny received 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 were US$3.47 million.
•
Streamlining overheads and trading effi ciencies.
Central costs
Cambria incurred $2.0 million in central costs for the period un-
der review, compared to $3.1 million in the prior year, a reduc-
(cid:415) on of 32%.
Included in the above are salaries and benefi ts paid to the
Company’s previous CEO and Chairman, Messrs E Wisman
and I Perkins of $0.4 million and $0.2 million, respec(cid:415) vely.
These amounts include once-off “change in control” payments
amoun(cid:415) ng to $0.2 million.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 6
Chief Executive Of(cid:976)icer’s Statement
Strategy going forward and closing
The Company is now 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
29 FEBRUARY 2016
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 7
Directors
Paul Turner, 69
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 8 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 5 June 2015 and as CEO on 3 August 2015.
Josephine Petra Watenphul, 35
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, 57
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
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
5 June 2015
17 June 2015
Dipak Champaklal
Pandya
Non-execu(cid:415) ve director
26 June 2015
Paul Turner
Chairman
8 July 2015
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
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 Group and
Parent Company’s transac(cid:415) ons and disclose with reasonable
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 9
Directors’ Report
FOR THE YEAR ENDED 31 AUGUST 2015
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 2015.
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.
Investing policy
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
legisla(cid:415) on within
its por(cid:414) olio companies.
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 pro(cid:332) a(cid:332) er non-controlling interests
of US$164 thousand (2014: loss US$16,138 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
indicators. Given current global fi nancial
performance
condi(cid:415) ons, as well as current developments in Zimbabwe, the
Directors are carefully monitoring cash resources within the
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 10
Business review and development (con-
tinued)
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 of the underlying
subsidiaries.
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 31 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 23 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 39 to the fi nancial statements.
Directors’ Report
For the year ended 31 August 2015
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
The Chairman
ins(cid:415) tu(cid:415) onal
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 11
Directors’ Report
For the year ended 31 August 2015
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 will be 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 will comprise Paul Turner
(Chairman), Samir Shasha and Dipak Pandya.
Declared substantial shareholdings
The Directors have been advised of the following shareholdings
at 31 January 2016 of 3 per cent or more of the Company’s is-
sued share capital:
NUMBER OF
SHARES
PERCENT(cid:883)
AGE OF
THE ISSUED
CAPITAL
COMMITTEES
Ventures Africa Ltd*
107,000,000
50.55%
The Board is in the process of establishing the following com-
mi(cid:425) ees:
Consilium Investment Man-
agement LLC
16,262,798
7.68%
Russell Investments Ltd
14,252,663
Roald Sommersel
7,168,458
6.73%
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 8.
AUDIT COMMITTEE
The role of the Audit Commi(cid:425) ee will be 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
fi nancial repor(cid:415) ng statements. The Audit Commi(cid:425) ee’s primary
objec(cid:415) ves will 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 will
comprise Paul Turner (Chairman) and Dipak Pandya.
REMUNERATION COMMITTEE
The Remunera(cid:415) on Commi(cid:425) ee will make 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 will comprise Dipak Pandya
(Chairman) and Paul Turner.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 12
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
AT
31.08.15
NO. OF
SHARES
AT
31.08.14
NO. OF
SHARES
Samir Shasha*
107,000,000
Josephine Watenphul
Dipak Pandya
Paul Turner
Ian Perkins**
n/a
n/a
n/a
Nil
Nil
Nil
Nil
880,250
880,250
Edzo Wisman**
1,428,705
1,428,705
Total
109,308,955
2,308,955
* Indirectly through Ventures Africa Limited.
**Edzo Wisman and Ian Perkins resigned on 13 July 2015 and 14 July 2015 re-
spec(cid:415) vely.
Directors’ Report
For the year ended 31 August 2015
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 2014 and 31 August 2015 the share price
varied between a high of 5.38p and a low of 0.60p. At 31 August
2015 the closing market price of the shares at close of business
was 0.825p (2014: 5.38p). On 26 February 2016 the closing
price of the shares was 0.40p.
Auditors
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.
Share op(cid:415) ons held by the Directors are detailed in note 24 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
29 FEBRUARY 2016
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
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 13
Report of the Independent Auditors
For the year ended 31 August 2015
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 2015 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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
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 2015 and of the Group’s
profi t 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 2015 has net current liabili(cid:415) es of $2.35 million, has signifi cant external borrowings which mature during 2016. $5.08m is
due for repayment in April 2016 and a further $2.00m is due for repayment in July 2016. Although the directors are taking steps
to refi nance these loans , these circumstances, along with other ma(cid:425) ers set out in note 2 to the fi nancial statements, indicate the
existence of a material uncertainty which may cast signifi cant doubt about the Group’s ability to con(cid:415) nue as a going concern. The
fi nancial statements do not include the adjustments that would result if the Group was unable to con(cid:415) nue as a going concern.
Baker Tilly Isle of Man LLC
Chartered Accountants
2a Lord Street
Douglas
Isle of Man
IM99 1HP
29 February 2016
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 15
Consolidated Income Statement
For the year ended 31 August 2015
Revenue
Cost of sales
Gross profi t
Opera(cid:415) ng costs
Other income
Net proceeds on lil(cid:415) ga(cid:415) on se(cid:425) lement
Net profi ts/(losses) on disposal of investments and impairment of assets
Opera(cid:415) ng profi t/(loss)
Finance income
Finance costs
Net fi nance costs
Profi t/(loss) before tax
Income tax
NOTE
5
6
6
8
8
9
Profi t/(loss) for the period from con(cid:415) nuing opera(cid:415) ons
Discon(cid:415) nued opera(cid:415) ons
Loss for the year from discon(cid:415) nued opera(cid:415) ons, net of tax
5/10
Profi t/(loss) for the year
A(cid:425) ributable to:
Owners of the company
Non-controlling Interests
Profi t/(loss) for the year
Earnings per share - all opera(cid:415) ons
Basic and diluted profi t/(loss) per share (Cents)
Earnings per share-con(cid:415) nuing opera(cid:415) ons
Basic and diluted profi t/(loss) per share (Cents)
11
11
2015
TOTAL
US$’000
10,306
(4,670)
5,636
(7,766)
7
3,474
199
1,550
10
(740)
(730)
820
(271)
549
(94)
455
164
291
455
0.1c
0.2c
2014
TOTAL
US$’000
9,405
(4,388)
5,017
(8,513)
17
-
(774)
(4,253)
21
(1,128)
(1,107)
(5,360)
(319)
(5,679)
(10,166)
(15,845)
(16,138)
293
(15,845)
(19.5c)
(7.2c)
The notes on pages 22 to 65 are an integral part of these consolidated fi nancial statements.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 16
Consolidated Statement of Comprehensive Income
For the year ended 31 August 2015
Profi t/(loss) for the year
Other comprehensive income
Foreign currency transla(cid:415) on diff erences for overseas opera(cid:415) ons
Total comprehensive profi t/(loss) for the year
A(cid:425) ributable to:
Owners of the company
Non-controlling interest
Total comprehensive profi t/(loss) for the year
2015
US$’000
455
97
552
261
291
552
2014
US$’000
(15,845)
12
(15,833)
(16,126)
293
(15,833)
The notes on pages 22 to 65 are an integral part of these consolidated fi nancial statements
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 17
Consolidated Statement of Changes in Equity
For the year ended 31 August 2015
ATTRIBUTABLE TO OWNERS OF THE COMPANY
SHARE
CAPITAL
SHARE
PREMIUM
RE(cid:883)
VALUA(cid:883)
TION
RESERVE
FOREIGN
EXCHANGE
RESERVE
SHARE
BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
NDR
TOTAL
NON(cid:883) CON(cid:883)
TROLLING
INTERESTS
TOTAL
EQUITY
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 31 August 2014
18
82,487
438
(10,629)
86
(75,890)
2,241
(1,249)
Profi t for the year
Foreign currency transla(cid:415) on
diff erences for overseas
opera(cid:415) ons
Total comprehensive profi t
for the year
Contribu(cid:415) ons by and dis-
tribu(cid:415) ons to owners of the
Company recognised
directly in equity
Disposal of subsidiary
Dividends paid
Issue of ordinary shares
Total contribu(cid:415) ons by and
distribu(cid:415) ons to owners of
the Company
Balance at 31 August 2015
-
-
-
-
-
15
15
34
-
-
-
-
-
1,463
1,463
-
-
-
-
-
-
-
-
97
97
-
-
-
-
-
-
-
-
-
-
-
164
-
164
-
-
-
9
291
-
(1,240)
455
97
164
97
261
291
552
341
(341)
-
-
-
-
-
-
1,479
-
(235)
-
-
(235)
1,479
341
(341)
1,479
(235)
1,244
83,950
438
(10,532)
86
(75,385)
1,900
491
65
556
The notes on pages 22 to 65 are an integral part of these consolidated fi nancial statements
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 18
Consolidated Statement of Changes in Equity
For the year ended 31 August 2015
ATTRIBUTABLE TO OWNERS OF THE COMPANY
SHARE
CAPITAL
SHARE
PREMIUM
RE(cid:883)
VALUA(cid:883)
TION
RESERVE
FOREIGN
EXCHANGE
RESERVE
SHARE
BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
NDR
TOTAL
NON(cid:883) CON(cid:883)
TROLLING
INTERESTS
TOTAL
EQUITY
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 31 August 2013
12
78,798
77
(10,641)
86
(59,752)
2,241
10,821
Loss for the year
Deferred tax adjustment
Foreign currency transla(cid:415) on
diff erences for overseas
opera(cid:415) ons
Total comprehensive loss
for the year
Contribu(cid:415) ons by and dis-
tribu(cid:415) ons to owners of the
Company recognised
directly in equity
Deferred tax adjustment
Dividends paid
Issue of ordinary shares
Share based payment
release
Total contribu(cid:415) ons by and
distribu(cid:415) ons to owners of
the Company
-
-
-
-
-
-
6
-
6
-
-
-
-
-
-
3,689
-
-
-
-
-
361
-
-
-
3,689
361
-
-
12
12
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(16,138)
-
-
(16,138)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(16,138)
-
12
(80)
293
10,741
(15,845)
-
-
-
12
(16,126)
293
(15,833)
361
-
3,695
-
-
(204)
-
-
361
(204)
3,695
-
4,056
(204)
3,852
Balance at 31 August 2014
18
82,487
438
(10,629)
86
(75,890)
2,241
(1,249)
9
(1,240)
The notes on pages 22 to 65 are an integral part of these consolidated fi nancial statements
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 19
Consolidated and Company Statement of Financial Position
As at 31 August 2015
NOTES
GROUP 2015
COMPANY 2015
GROUP 2014
COMPANY 2014
US$’000
US$’000
US$’000
US$’000
Assets
Property, plant and equipment
Biological assets
Goodwill
Intangible assets
Investment in subsidiaries
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
12
13
14
15
17
18
19
20
21
5
22,23
22,23
22,23
22,23,24
22
22
25
26
27
21
29
25,28
29
5
2,594
-
717
2
-
3,313
761
50
5,993
645
-
7,449
10,762
34
83,950
438
86
(10,532)
1,900
(75,385)
491
65
556
45
183
177
405
-
200
6,877
2,724
-
9,801
10,206
10,762
-
-
-
-
-
-
-
-
8,383
50
-
8,433
8,433
34
83,950
-
86
(13,186)
-
(70,270)
614
-
614
-
-
-
-
-
-
4,812
3,007
-
7,819
7,819
8,433
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
These fi nancial statements were approved by the Board of Directors and authorised for issue on 29 February 2016. They were
signed on their behalf by:
MR SAMIR SHASHA
EXECUTIVE DIRECTOR
The notes on pages 22 to 65 are an integral part of these consolidated fi nancial statements.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
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
Proceeds on disposal of subsidiary
Other inves(cid:415) ng ac(cid:415) vi(cid:415) es
Interest received
Net cash from 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
Loans repaid
Proceeds from drawdoan of loans
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
Foreign exchange
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 2015
NOTES
GROUP 2015
GROUP 2014
30
US$’000
(2,590)
(342)
(2,932)
126
(88)
2,445
-
10
2,493
(235)
(363)
1,479
(595)
62
348
(91)
639
97
645
645
-
645
25/28
25/28
21
21
US$’000
(3,647)
(287)
(3,934)
673
(169)
-
(349)
21
176
(204)
(1,174)
3,694
(187)
530
2,659
(1,099)
1,738
-
639
639
-
639
The notes on pages 22 to 65 are an integral part of these consolidated fi nancial statements.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 21
Notes to the Financial Statements
For the year ended 31 August 2015
1. Reporting entity
Cambria Africa Plc (the “Company”) is a public limited compa-
ny listed on the Alterna(cid:415) ve Investment Market (AIM) and in-
corporated in the Isle of Man under the Companies Act 2006.
The consolidated fi nancial statements of the Group for the year
ended 31 August 2015 comprise the Company and its subsid-
iaries (together referred to as the “Group” and individually as
“Group en(cid:415) (cid:415) es”).
IAS 39
Nova(cid:415) on of Deriva(cid:415) ves and Con(cid:415) nua(cid:415) on
of Hedge Accoun(cid:415) ng
1 January 2014
NEW AND AMENDED STANDARDS EFFECTIVE FOR
FUTURE PERIODS
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 state-
ments.
The majority shareholder is Ventures Africa Limited and the ul-
(cid:415) mate controlling en(cid:415) ty is S Shasha and Associates.
STANDARD/INTERPRETATION
EU EFFECTIVE
DATE
The fi nancial statements were authorised for issue by the Direc-
tors on 29 February 2016.
Duverse IFRS
Annual improvements IFRS 2010
- 2012
1 February 2015
2. Basis of preparation
STATEMENT OF COMPLIANCE
Diverse IFRS
Annual improvements IFRS 2011
- 2013
1 January 2015
Diverse IFRS
Annual improvements IFRS 2012
- 2014
1 January 2016
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.
IFRS 14
IFRS 15
IAS 19
IFRS 11
STANDARDS ADOPTED IN THE CURRENT PERIOD
IAS 16 & 38
STANDARD/INTERPRETATION
EU EFFECTIVE
DATE
IAS 16 & 41
IFRS 10
Consolidated Financial Statements*
1 January 2014
IFRS 11
Joint Arrangements*
1 January 2014
IFRS 12
Disclosure of Interests in Other En(cid:415) (cid:415) es*
1 January 2014
IAS 27
Separate Financial Statements
1 January 2014
IAS 27
IAS 1
Regulatory Deferral Accounts
1 January 2016
Revenue with Contracts from
Customers
1 January 2018
Defi ned Benefi t Plans: Employee
Contribu(cid:415) ons
1 February 2015
Accoun(cid:415) ng for Acquisi(cid:415) ons of
Interests in Joint Opera(cid:415) ons
(Amendments)
Clarifi ca(cid:415) on of Acceptable
Methods of Deprecia(cid:415) on and
Amor(cid:415) sa(cid:415) on (Amendments)
1 January 2016
1 January 2016
Agriculture: Bearer Plants
(Amendments)
1 January 2016
Equity Method in Separate
Financial Statements (Amend-
ments)
1 January 2016
Disclosure ini(cid:415) a(cid:415) ve (Amend-
ments)
1 January 2016
IAS 28
Inv. in Associates and Joint Ventures
1 January 2014
BASIS OF MEASUREMENT
*
Transi(cid:415) on Guidance
1 January 2014
IAS 32
Off se(cid:427) ng Financial Assets and Liabili(cid:415) es
1 January 2014
IFRS 10,12 &
IAS 27
Investment En(cid:415) (cid:415) es
1 January 2014
IAS 36
Recoverable Amount Disclosures for
Non-fi nancial Assets
1 January 2014
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 and buildings measured at revalued amounts.
share-based payments measured at fair value.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 22
Notes to the Financial Statements
For the year ended 31 August 2015
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 13 – Biological assets
• Note 14 – Goodwill
• Note 12 – Property, plant and equipment
• Note 26 – 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 addi-
(cid:415) on, note 31 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
instruments 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 25 and 28.
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 is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to aff ect those
returns through its power over the investee. The fi nancial state-
ments of subsidiaries are included in the consolidated fi nancial
statements from the date that control commenced un(cid:415) l the
date that control ceases.
The interest of non-controlling shareholders is stated at their
propor(cid:415) on of the fair values of the assets and liabili(cid:415) es rec-
ognised. Subsequently, losses applicable to the non-controlling
interests are allocated against their interests even if doing so
causes the non-controlling interests to have a defi cit balance.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 23
Notes to the Financial Statements
For the year ended 31 August 2015
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.
Amor(cid:415) sa(cid:415) on of intangible assets, disclosed under opera(cid:415) ng
costs and in note 6, is charged over their useful economic life,
as follows:-
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.
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).
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 24
Notes to the Financial Statements
For the year ended 31 August 2015
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 25
Notes to the Financial Statements
For the year ended 31 August 2015
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
Land and buildings are stated at their revalued amounts, being
the fair value at the date of revalua(cid:415) on, less any impairment
losses. Revalua(cid:415) ons are performed with suffi cient regularity
such that the carrying amount does not diff er materially from
that which would be determined using fair values at the report-
ing 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 and buildings, over their
es(cid:415) mated useful lives. The annual deprecia(cid:415) on 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 land and buildings.
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
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 2015
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 27
Notes to the Financial Statements
For the year ended 31 August 2015
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) EARNINGS/(cid:525)LOSS(cid:526) PER SHARE
Basic learnings/(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 av-
erage 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 po-
ten(cid:415) al ordinary shares in issue are employee share op(cid:415) ons.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
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 2015
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 29
Notes to the Financial Statements
For the year ended 31 August 2015
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 30
Notes to the Financial Statements
For the year ended 31 August 2015
5. Segment reporting (continued)
CONTINUING OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2015
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 profi t/(loss) for the year
Finance income
Finance expense
Income tax expense
Profi t/(loss) for the year
EBITDA *
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 profi t/(loss) for the year
Finance income
Finance expense
Income tax expense
Loss for the year
EBITDA *
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
LITIGATION
SETTLEMENT
US$’000
US$’000
US$’000
US$’000
5,294
-
5,294
(4,402)
892
(1,852)
-
-
(50)
(1)
(1,011)
1
(9)
-
(1,019)
* (954)
-
-
-
-
-
(1,278)
4,752
-
-
-
5,021
(9)
5,012
(268)
4,744
-
-
-
-
-
(3,525)
(2,000)
-
-
18
-
7
-
(146)
(11)
1,069
9
(306)
(269)
503
1,226
(1,982)
3,474
-
(425)
(2)
(2,409)
(2,000)
-
-
-
3,474
3,474
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’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)
TOTAL
US$’000
10,315
(9)
10,306
(4,670)
5,636
(8,655)
4,759
-
(178)
(12)
1,550
10
(740)
(271)
549
1,746
TOTAL
US$’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)
* 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
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 31
HOTELS
US$’000
AVIATION
US$’000
PRINTING &
PROPS
OUTSOURCE
AND IT
SERVICES
US$’000
US$’000
TOTAL
US$’000
Notes to the Financial Statements
For the year ended 31 August 2015
5. Segment reporting (continued)
DISCONTINUED OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2015
Revenue
Inter segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profi t
Opera(cid:415) ng costs
Other opera(cid:415) ng income
(Impairment)/write-back of PPE and receivables
Loss on disposal of property
Deprecia(cid:415) on
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng loss
Finance income
Finance expense
Income tax credit/(expense)
Loss for the year
EBITDA*
DISCONTINUED OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2014
Revenue
Inter segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profi t
Opera(cid:415) ng costs
Other opera(cid:415) ng income
(Impairment)/write-back of PPE and receivables
Loss on disposal of property
Deprecia(cid:415) on
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng loss
Finance income
Finance expense
Income tax credit/(expense)
Loss for the year
EBITDA*
276
-
276
(70)
206
(300)
-
-
-
-
-
(94)
-
-
-
(94)
(94)
HOTELS
US$’000
2,032
4
2,036
(488)
1,548
(1,983)
64
(8,818)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
AVIATION
US$’000
PRINTING &
PROPS
OUTSOURCE
AND IT
SERVICES
US$’000
US$’000
-
-
-
-
-
(802)
-
-
-
-
-
27
-
27
-
27
(14)
29
-
(357)
-
-
(9,189)
(802)
(315)
-
(46)
223
(9,012)
(371)
-
-
-
(802)
(802)
-
-
(37)
(352)
(344)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
276
-
276
(70)
206
(300)
-
-
-
-
-
(94)
-
-
-
(94)
(94)
TOTAL
US$’000
2,059
4
2,063
(488)
1,575
(2,799)
93
(8,818)
(357)
-
-
(10,306)
-
(46)
186
(10,166)
(1,488)
* Earnings Before Interest, Taxa(cid:415) on, Deprecia(cid:415) on and Amor(cid:415) sa(cid:415) on.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 32
5. Segment reporting (continued)
CONTINUING OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2015
Segment assets
Segment liabili(cid:415) es
Capital expenditure
FOR THE YEAR ENDED
31 AUGUST 2014
Segment assets
Segment liabili(cid:415) es
Capital expenditure
ASSETS AND LIABILITIES HELD FOR SALE
FOR THE YEAR ENDED
31 AUGUST 2015
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
DISPOSAL OF HOTEL GROUP
Notes to the Financial Statements
For the year ended 31 August 2015
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’000
1,758
641
37
US$’000
US$’000
1,074
2,797
71
7,930
6,768
-
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’000
US$’000
US$’000
930
2,916
40
3,242
6,635
9
TOTAL
US$’000
10,762
10,206
108
TOTAL
US$’000
6,700
10,588
148
2,528
1,037
99
NOTE
13
HOTELS
US$’000
PRINTING
US$’000
TOTAL
US$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
On 21 October 2014 the Group disposed of its 100% shareholding 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 $2.5 million, se(cid:425) led in cash. The net
asset value of the Leopard Rock Hotel Group had been impaired in the prior year by $8.9 million to refl ect its net realisable value
of $2.5 million at that date.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 33
Notes to the Financial Statements
For the year ended 31 August 2015
5. Segment reporting (continued)
ASSETS AND LIABILITIES HELD FOR SALE (cid:525)CONTINUED(cid:526)
FOR THE YEAR ENDED
31 AUGUST 2014
Property, plant and equipment
Biological assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets held for sale
Trade and other payables and ST loan
Provisions
Deferred tax liabili(cid:415) es
Total liabili(cid:415) es held for sale
Net assets of disposal groups held for sale
NOTE
13
HOTELS
US$’000
5,973
69
125
65
55
6,287
582
127
3,078
3,787
2,500
PRINTING
US$’000
-
-
-
3
179
182
35
-
-
35
TOTAL
US$’000
5,973
69
125
68
234
6,469
617
127
3,078
3,822
147
2,647
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 were therefore presented within discon(cid:415) nued opera(cid:415) ons. Income and expenses of discon(cid:415) nued opera(cid:415) ons were
reported separately from those of con(cid:415) nuing opera(cid:415) ons in 2014. Held for sale assets were stated at their expected net realisable
value at that date.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 34
Notes to the Financial Statements
For the year ended 31 August 2015
6. 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, inter alia:
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 on investments and subsidiaries disposed of
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
7. 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 and Key Personnel
Directors’ and key personnels’ emoluments (see note 38)
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
2015
US$’000
2014
US$’000
4,670
7,397
12,067
4,388
7,311
11,699
2015
US$’000
2014
US$’000
177
6
12
305
4,052
94
75
4
-
79
297
5
204
404
4,003
66
121
(36)
-
31
116
2015
US$’000
3,908
144
4,052
2014
US$’000
3,898
105
4,003
755
1,084
2015
Number
2014
Number
60
25
2
87
62
30
6
98
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 35
Notes to the Financial Statements
For the year ended 31 August 2015
8. Net (cid:976)inance (costs)/income
Recognised in income statement:
Bank interest receivable
Loan interest receivable
Finance income
Bank interest payable
Loan interest payable
Finance costs
Net fi nance costs
9. 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
2015
US$’000
2014
US$’000
9
1
10
-
(740)
(740)
(730)
13
8
21
(43)
(1,085)
(1,128)
(1,107)
2015
US$’000
2014
US$’000
273
(2)
271
333
(14)
319
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 36
9. Taxation (continued)
RECONCILIATION OF EFFECTIVE TAX RATE
Profi t/(loss) before tax
Income tax using the Zimbabwean corpora(cid:415) on tax rate 25.75% (2014: 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
Total
Notes to the Financial Statements
For the year ended 31 August 2015
2015
US$000
2014
US$000
820
(5,360)
211
60
271
(1,380)
1,699
319
2015
US$’000
(2)
(2)
2014
US$’000
(14)
(14)
Corpora(cid:415) on tax is calculated as 25.75% (2014: 25.75%) of the es(cid:415) mated assessable profi t for the year. Taxa(cid:415) on for other jurisdic-
(cid:415) ons is calculated at the rates prevailing in the respec(cid:415) ve jurisdic(cid:415) ons.
Deferred tax assets are only recognised to the extent that there are available off se(cid:427) ng deferred tax liabili(cid:415) es, unless the en(cid:415) ty is
reasonably assured of earning suffi cient future profi ts to off set against any future tax liabili(cid:415) es.
10. Disposals and discontinued operations
The following en(cid:415) (cid:415) es were classifi ed as held for disposal in the 2015 fi nancial year:
•
LonZim Hotels Limited and its subsidiaries
The fi nancial eff ect of these discon(cid:415) nued opera(cid:415) ons on the profi t or loss and fi nancial posi(cid:415) on is shown in the opera(cid:415) ng segment
disclosures in note 5.
CASH FLOWS FROM/(cid:525)USED IN(cid:526) DISCONTINUED OPERATIONS
Net cash used in opera(cid:415) ng ac(cid:415) vi(cid:415) es
Net cash (used in)/generated by inves(cid:415) ng ac(cid:415) vi(cid:415) es
Net cash (used in)/generated by fi nancing ac(cid:415) vi(cid:415) es
Net cash fl ows for the year
Cash and cash equivalents held for sale
2015
US$’000
2014
US$’000
(127)
(55)
(52)
(234)
-
(386)
621
(111)
124
234
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 37
Notes to the Financial Statements
For the year ended 31 August 2015
10. Disposals and discontinued operations(continued)
ASSETS AND LIABILITIES OF SUBSIDIARY DISPOSED OF DURING THE YEAR:
Property, plant and equipment
Biological assets
Inventories
Trade and other receivables
Total assets of disposal subsidiary
Trade and other payables and ST loan
Provisions
Deferred tax liabili(cid:415) es
Total liabili(cid:415) es of disposal subsidiary
Cash and cash equivalents
HOTELS
US$’000
5,973
69
125
65
6,232
582
127
3,078
3,787
55
11. Earnings/(loss) per share
The calcula(cid:415) on of basic and diluted earnings/(loss) per share at 31 August 2015 has been based on the profi t/(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
Profi t/(loss) for the purposes of basic earnings/(loss) and dilu(cid:415) ve
per share being net profi t/(loss) a(cid:425) ributable to equity holders of the
parent*
Profi t/(loss) for the purposes of basic earnings/(loss) and dilu(cid:415) ve
per share being net profi t/(loss) a(cid:425) ributable to equity holders of the
parent
2015
EARNINGS
PER SHARE
US$’CENTS
2014
EARNINGS
PER SHARE
US$’CENTS
2015
US$’000
2014
US$’000
0.1
164
(19.5)
(16,138)
- con(cid:415) nuing opera(cid:415) ons
- discon(cid:415) nued opera(cid:415) ons
0.2
(0.1)
258
(94)
(7.2)
(12.3)
(5,972)
(10,166)
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
2015
000’S
2014
000’S
141,518
82,707
Actual number of shares outstanding at the end of the period
23
207,920
99,155
*In the current and prior year the eff ect of the share op(cid:415) ons (note 24) 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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 38
12. Property, plant and equipment
Notes to the Financial Statements
For the year ended 31 August 2015
2015 GROUP
Cost or valua(cid:415) on
At 1 September 2014
Addi(cid:415) ons in year
Disposals in year
Balance at 31 August 2015
Accumulated deprecia(cid:415) on
At 1 September 2014
Disposals in year
Deprecia(cid:415) on charge for the year
Balance at 31 August 2015
Carrying amounts
At 31 August 2015
At 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
Balance at 31 August 2014
Carrying amounts
At 31 August 2014
At 31 August 2013
TOTAL
US$’000
4,157
88
(284)
3,961
(1,452)
269
(184)
(1,367)
2,594
2,705
TOTAL
US$’000
4,120
148
(100)
(4)
(7)
4,157
FREEHOLD
LAND &
BUILDINGS
US$’000
PLANT &
MACHINERY
US$’000
MOTOR
VEHICLES
US$’000
FURNITURE
FIXTURES &
FITTINGS
US$’000
2,317
-
-
2,317
(34)
-
-
(34)
2,283
2,283
71
6
(1)
76
(41)
1
(9)
(49)
27
30
782
48
(250)
580
(528)
236
(120)
(412)
168
254
987
34
(33)
988
(849)
32
(55)
(872)
116
138
FREEHOLD
LAND &
BUILDINGS
US$’000
PLANT &
MACHINERY
US$’000
MOTOR
VEHICLES
US$’000
FURNITURE
FIXTURES &
FITTINGS
US$’000
2,304
13
-
-
-
2,317
(3)
-
-
(31)
(34)
2,283
2,301
71
-
-
-
-
71
(36)
-
-
(5)
(41)
30
35
801
80
(88)
(4)
(7)
782
(449)
(13)
80
(146)
(528)
254
352
944
55
(12)
-
-
987
(751)
(1,239)
(2)
9
(105)
(849)
138
193
(15)
89
(287)
(1,452)
2,705
2,881
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 39
Notes to the Financial Statements
For the year ended 31 August 2015
12. Property, plant and equipment (continued)
2015 COMPANY
Cost or valua(cid:415) on
At 1 September 2014
Addi(cid:415) ons in year
Disposals in year
Balance at 31 August 2015
Accumulated deprecia(cid:415) on
At 1 September 2014
Addi(cid:415) ons in year
Disposals in year
Deprecia(cid:415) on charge for the year
Balance at 31 August 2015
Carrying amounts
At 31 August 2015
At 31 August 2014
2014 COMPANY
Cost or valua(cid:415) on
At 1 September 2013
Addi(cid:415) ons in year
Disposals in year
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
Balance at 31 August 2014
Carrying amounts
At 31 August 2014
At 31 August 2013
FREEHOLD
LAND &
BUILDINGS
US$’000
PLANT &
MACHINERY
US$’000
MOTOR
VEHICLES
US$’000
FURNITURE
FIXTURES &
FITTINGS
US$’000
TOTAL
US$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
212
-
(212)
-
(200)
207
(7)
-
-
12
43
-
(33)
10
(37)
31
(4)
(10)
-
6
255
-
(245)
10
(237)
238
(12)
(10)
-
18
FREEHOLD
LAND &
BUILDINGS
US$’000
PLANT &
MACHINERY
US$’000
MOTOR
VEHICLES
US$’000
FURNITURE
FIXTURES &
FITTINGS
US$’000
TOTAL
US$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
243
5
(36)
212
(202)
36
(34)
(200)
12
41
47
3
(8)
42
(33)
8
(12)
(37)
6
14
290
8
(44)
254
(235)
44
(45)
(236)
18
55
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 40
Notes to the Financial Statements
For the year ended 31 August 2015
12. 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) Limit-
ed (“TWRE”) carried out a valua(cid:415) on of the freehold land and buildings as at 31 August 2013 with reference to observed market
evidence. TWRE performed a desktop update of their valua(cid:415) on as at 31 August 2015. The directors having considered the TWRE
updated report, consider this value to s(cid:415) ll be an accurate refl ec(cid:415) on of the fair value at 31 August 2015 being US$2,300 thousand
(2014: US$2, 300 thousand). The Directors consider the fair value at the repor(cid:415) ng date to not be materially diff erent from the
carrying value.
13. Biological assets
Included in discon(cid:415) nued opera(cid:415) ons are biological assets as detailed below.
Balance at 1 September
Acquired during the year
Increase/(decrease) due to births/(deaths)
Loss on fair valua(cid:415) on during the year
Total*
*Included in Assets Held for Sale in the Statement of Financial Posi(cid:415) on.
GROUP 2015
GROUP 2014
US$’000
US$’000
-
-
-
-
-
67
-
2
-
69
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 41
Notes to the Financial Statements
For the year ended 31 August 2015
14. Goodwill
As at 31 August 2015, the consolidated statement of fi nancial posi(cid:415) on included goodwill of US$717 thousand (2014: US$717 thou-
sand). Goodwill is allocated to the Group’s cash-genera(cid:415) ng units (“CGUs”), or groups of cash-genera(cid:415) ng units, that are expected
to benefi t from the synergies of the business combina(cid:415) on that gave rise to the goodwill as follows:
CASH GENERATING UNIT (cid:904)CGU(cid:905)
ORIGINAL COST
COST AT 1
SEPTEMBER 2014
CARRYING VALUE AT
1 SEPTEMBER 2014
ACCELERATED
WRITE(cid:883)OFF
CARRYING VALUE AT
31 AUGUST 2015
Paynet Limited
Total
US$’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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 42
Notes to the Financial Statements
For the year ended 31 August 2015
15. Intangible assets
Payserv so(cid:332) ware licences
Total
AMORTISATION
NET BOOK VAL(cid:883)
UE AT 1
SEPTEMBER
2014
US$’000
14
14
RECLASSIFIED
FROM TANGIBLE
ASSETS
AMORTISATION
US$’000
-
-
(12)
(12)
CLOSING
BALANCE AT 31
AUGUST 2015
US$’000
2
2
ORIGINAL COST
US$’000
1,425
1,425
The amor(cid:415) sa(cid:415) on charge is recognised within administra(cid:415) on expenses (note 6) in the income statement. 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 intangible assets are:
So(cid:332) ware licences
3-6 years
16. 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 2015
US$’000
COMPANY 2015
US$’000
GROUP 2014
US$’000
COMPANY 2014
US$’000
-
-
-
-
-
-
-
-
-
-
709
(709)
250
(250)
-
-
-
-
-
-
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. The
full amount was impaired in the 2014 fi nancial year following a signifi cant deteriora(cid:415) on in the fi nancial aff airs of Celpay leading to
the withdrawal by Payserv from the proposed acquisi(cid:415) on of Celpay. The amount is now fully wri(cid:425) en-off .
ForgetMeNot Africa (BVI)
The proceeds on sale of shares of ForgetMeNot Africa (BVI) Limited on 14 February 2013, were receivable based on various defi ned
milestones but by 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, in the previous repor(cid:415) ng periods, determined that
it would be appropriate to provide fully against the receivable. The amount is now fully wri(cid:425) en-off .
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 43
Notes to the Financial Statements
For the year ended 31 August 2015
17. 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.
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
2015
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
100%
2014
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
100%
NON(cid:487)CONTROLLING INTERESTS (cid:525)“NCI”(cid:526)
O(cid:425) onby Trading (Pvt) Ltd (address: CABSA Head Offi ce, Northridge Park, Harare) holds a 49% interest in Tradanet (Pvt) Ltd. Tra-
danet salient fi nancial informa(cid:415) on:
Profi t a(cid:425) ributable to NCI
Dividends paid to NCI
Accumulated NCI at year end
Non-current assets
Current assets
Non-current liabili(cid:415) es
Current liabili(cid:415) es
Cash fl ow from opera(cid:415) ons
Cash u(cid:415) lised in inves(cid:415) ng ac(cid:415) vi(cid:415) es
Cash u(cid:415) lised in fi nancing ac(cid:415) vi(cid:415) es
Cash and cash equivalents
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
2015
US$’000
291
(235)
65
54
387
16
291
701
(54)
(507)
311
2014
US$’000
293
(204)
9
11
229
-
222
551
(9)
(442)
171
PAGE 44
Notes to the Financial Statements
For the year ended 31 August 2015
17. 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 in 2014
18. Inventory
Raw materials and consumables
Goods in transit
Finished goods
Total
2015
-
-
-
-
100%
100%
-
-
-
100%
100%
100%
100%
100%
100%
-
2014
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
GROUP 2015
GROUP 2014
US$’000
US$’000
222
36
503
761
213
453
719
1,385
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 45
Notes to the Financial Statements
For the year ended 31 August 2015
19. 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
(Loss)/gain on fair valua(cid:415) on during the year
At end of the year
GROUP 2015
GROUP 2014
US$’000
US$’000
50
50
66
66
GROUP 2015
GROUP 2014
US$’000
US$’000
66
-
-
(16)
50
58
-
-
8
66
The por(cid:414) olio is managed by an asset management company who makes the decisions regarding the sale and purchase of listed
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
25.
20. Trade and other receivables
NOTE
GROUP
2015
US$’000
-
933
4,921
139
5,993
COMPANY
2015
US$’000
8,273
-
110
-
8,383
GROUP
2014
US$’000
-
902
213
293
COMPANY
2014
US$’000
12,181
-
110
87
1,408
12,378
Amounts owed by Group undertakings
Trade receivables
Other receivables
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 46
Notes to the Financial Statements
For the year ended 31 August 2015
GROUP
2015
US$’000
COMPANY
2015
US$’000
GROUP
2014
US$’000
COMPANY
2014
US$’000
645
-
645
-
645
50
-
50
-
50
405
-
405
234
639
38
-
38
-
38
21. 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
22. Capital and reserves
REVALUATION RESERVE
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.
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 47
Notes to the Financial Statements
For the year ended 31 August 2015
23. Share capital & share premium
Issued and fully paid
At 1 September 2014
Issued in period
At 31 August 2015
ORDINARY SHARES
2015
ORDINARY SHARES
2014
NUMBER
US$’000
NUMBER
US$’000
99 155 162
108 765 244
207 920 406
18
16
34
66,749,023
32,406,139
99,155,162
12
6
18
The Group has also issued share op(cid:415) ons (see note 24). At 31 August 2015, 1,000,000 shares were held in reserve to issue in the
event that these op(cid:415) ons are exercised.
No warrants were granted during the current fi nancial year. The following warrants over the ordinary shares of the Company were
granted in in previous fi nancial repor(cid:415) ng periods:
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 48
Notes to the Financial Statements
For the year ended 31 August 2015
23. Share capital & share premium (continued)
SHARE PREMIUM
The share premium represents the value of the premium arising on shares issued as follows:
17 April 2015 107,000,000 ordinary shares at a price of 0.85p per share (US$1, 337 thousand)
6 March 2014 4,133,333 ordinary shares at a price of 7.5p per share (US$ 508 thousand).
4 March 2014 28,272,806 ordinary shares at a price of 7.5p per share (US$ 3,475 thousand of which US$ 719 thousand relat-
ed to se(cid:425) lement of expenses and liabili(cid:415) es).
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).
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 49
Notes to the Financial Statements
For the year ended 31 August 2015
24. 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
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
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 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
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%
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 50
Notes to the Financial Statements
For the year ended 31 August 2015
24. 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 2014
Outstanding and exercisable at 31 August 2015
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.
25. Loans and borrowings - long term
Consilium facility*
Nurture conver(cid:415) ble loan*
Other trade payables
Total
GROUP
2015
US$’000
-
-
45
45
COMPANY
2015
US$’000
-
-
-
-
GROUP
2014
US$’000
4,685
2,000
60
6,745
COMPANY
2014
US$’000
4,685
-
-
4,685
* These loans are payable in the next 12 months and have accordingly been classifi ed under Loans and borrowings - short term (note 28) at the repor(cid:415) ng date .
On 9 March 2012, the Company entered into a secured loan facility agreement 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 Consil-
ium 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 into 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 23.
On 18 February 2013, the Company entered into a further secured loan agreement with Consilium for US$1,500 thousand . Con-
silium was also granted 5,000,000 warrants, as disclosed in note 23. This facility was originally intended to expire in tandem with
all the Consilium debt on 8 March 2014. 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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 51
Notes to the Financial Statements
For the year ended 31 August 2015
25. Loans and Borrowings - long term (continued)
On 8 May 2013, the Company executed agreements with Cerulean (Mauri(cid:415) us) PCC, (“Nisela” or “the lender”) 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). The conversion feature with the debt represents and embedded de-
riva(cid:415) ve for accoun(cid:415) ng purposes. Included within the loan balance above is an amount of $91 thousand represen(cid:415) ng the value of
the conversion feature.
The Nisela secured loan facility carries a 15% coupon, matures on 17 July 2016, and is conver(cid:415) ble into 21.3% of Payserv Africa
Limited’s ordinary share capital at the op(cid:415) on of the lender at any (cid:415) me between 17 July 2014 and 12 July 2016. The loan facility is
conver(cid:415) ble at the elec(cid:415) on of Nisela if there is a change in control in the shareholders or Board of Directors of the benefi cial own-
ers of Payserv Africa Limited or if there is an ini(cid:415) al public off ering of the ordinary shares in Payserv Africa Limited on a securi(cid:415) es
exchange.
The Nisela facility is secured over the shares in Le Har (Private) Ltd (which holds the property in Mount Pleasant, Harare) and by the
cession of the en(cid:415) re por(cid:414) olio of Payserv Africa Limited’s trade debtors as existed at the date of the agreement and in the future.
Other non-current trade payables are in respect of historic Paywell so(cid:332) ware licence fees with the Payserv Group, which could not
be remi(cid:425) ed due to Zimbabwe foreign currency constraints at the (cid:415) me. The amounts due were invested in a listed por(cid:414) olio (see
note 19).
26. Provisions
Provisions
Total
GROUP
2015
US$’000
183
183
COMPANY
2015
US$’000
-
-
GROUP
2014
US$’000
182
182
COMPANY
2014
US$’000
-
-
Provisions at 31 August 2015, are in respect of the maximum Leave Pay and Re(cid:415) rement Gratuity, which may become payable by
individual companies on termina(cid:415) on of employment.
27. Deferred tax liability
RECOGNISED DEFERRED LIABILITY
The following are the major deferred tax liabili(cid:415) es recognised by the Group and movements thereon during the current year.
GROUP
At 1 September
Recognised directly in reserves
Other movements
At 31 August
2015
ACCELERATED TAX
DEPRECIATION
US$’000
2014
TOTAL
US$’000
ACCELERATED TAX
DEPRECIATION
US$’000
178
-
(1)
177
178
-
(1)
177
553
(360)
(15)
178
TOTAL
US$’000
553
(360)
(15)
178
Deferred tax assets off set against deferred tax liabili(cid:415) es in the period were US$ nil (2014:US$ nil).
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 52
28. Loans and borrowings - short term
Consilium facility*
Nurture conver(cid:415) ble loan*
Ventures Africa Limited
ValuChem BV
Loan from related par(cid:415) es: Edzo Wisman and Ian Perkins (directors)
Finance Leases
Total
Notes to the Financial Statements
For the year ended 31 August 2015
GROUP
2015
US$’000
4,812
2,000
60
-
-
5
COMPANY
2015
US$’000
4,812
-
-
-
-
-
6,877
4,812
GROUP
2014
US$’000
COMPANY
2014
US$’000
-
-
-
96
249
3
348
-
-
-
-
249
-
249
* The related summarised terms and condi(cid:415) ons are included under note 25 above.
On 28 August 2015, Ventures Africa Limited advanced $60 thousand to Millchem Zimbabwe. This loan is interest free and has
mostly been repaid a(cid:332) er year end.
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 $96 thousand, carried interest at 9% per annum and was re-
payable within 180 days of drawdown. The ValueChem loan was unsecured.
On 19 August 2014, Mr Ian Perkins and Mr Edzo Wisman advanced a US$ equivalent amount of US$ 249 thousand under a short
term loan facility to the Company. The loan bore a fl at cost of GBP 1.3 thousand (US$ 2.2 thousand) and was repayable on 30 Sep-
tember 2014. The loan was unsecured.
29. Trade and other payables
Trade payables
Non trade payables and accrued expenses
Total
Current tax liability
Total
GROUP
2015
US$’000
1,659
1,065
2,724
200
2,924
COMPANY
2015
US$’000
1,230
1,777
3,007
-
3,007
GROUP
2014
US$’000
1,964
901
2,865
269
3,134
COMPANY
2014
US$’000
2,720
432
3,152
-
3,152
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 53
Notes to the Financial Statements
For the year ended 31 August 2015
30. Notes to the statement of cash (cid:976)lows
Profi t/(loss) for the year
Amor(cid:415) sa(cid:415) on of intangible assets
Impairment of held for sale assets
Deprecia(cid:415) on of property, plant and equipment
(Profi t)/loss on sale of property, plant and equipment
Impairment of long term receivables
Valua(cid:415) on adjustments to inventories, receivables and other assets
Finance income
Finance costs
Increase in provisions
Income tax charge
Opera(cid:415) ng cash fl ows before movements in working capital
Increase/(decrease) in inventories
Increase in trade and other receivables
(Decrease)/increase in trade and other payables
Cash used in opera(cid:415) ons
GROUP 2015
US$’000
455
12
-
183
(109)
-
2
(10)
740
1
271
1,545
624
(4,581)
(178)
(2,590)
GROUP 2014
US$’000
(15,845)
204
8,818
302
339
709
84
(21)
1,174
46
133
(4,057)
(450)
(574)
1,434
(3,647)
* All amounts include both con(cid:415) nuing and discon(cid:415) nued opera(cid:415) ons. Cash fl ows for discon(cid:415) nued opera(cid:415) ons are given in note 10.
31. 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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 54
Notes to the Financial Statements
For the year ended 31 August 2015
31. 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 appropriate,
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 counterpar(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
Amounts owed by group undertakings
Other investments
Total
NOTE
21
20
20
19
GROUP
2015
US$’000
645
5,993
-
50
6,688
COMPANY
2015
US$’000
50
110
8,273
-
8,433
GROUP
2014
US$’000
639
1,476
-
66
2,181
The maximum exposure to credit risk for trade and other receivables at the repor(cid:415) ng date by geographic region was:
United Kingdom
Southern Africa
Mauri(cid:415) us
Europe
Total
GROUP
2015
US$’000
4,912
1,673
60
43
6,688
COMPANY
2015
US$’000
160
8,170
60
43
8,433
GROUP
2014
US$’000
235
1,946
-
-
2,181
12,416
COMPANY
2014
US$’000
38
197
12,181
-
12,416
COMPANY
2014
US$’000
235
12,073
65
43
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 55
Notes to the Financial Statements
For the year ended 31 August 2015
31. 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 19 US$50 thousand (2014: US$66 thousand)) at the repor(cid:415) ng date by type of
counterparty was:
Trade customers and other receivables
Li(cid:415) ga(cid:415) on se(cid:425) lement proceeds
Amounts owed by Group undertakings
Total
GROUP
2015
US$’000
1,241
4,752
-
5,993
COMPANY
2015
US$’000
110
-
8,273
8,383
The ageing of trade and other receivables at the repor(cid:415) ng date was:
COMPANY
2014
US$’000
197
-
12,181
12,378
GROUP
2014
US$’000
1,408
-
-
1,408
GROUP
Neither past nor impaired
Past due 1-30 days
Past due 31-60 days
Past due 61-90 days
Past due 91-days +
Other receivables
Total
GROSS
2015
US$’000
IMPAIRMENT
2015
US$’000
TOTAL
2015
US$’000
734
135
125
43
118
237
1,392
-
(3)
(11)
(37)
(100)
-
(151)
734
132
114
6
18
237
1,241
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 56
Notes to the Financial Statements
For the year ended 31 August 2015
31. 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 2015
CONTRACTUAL CASH FLOWS 2014
Trade and other payables
Loans and borrowings
Total
CARRYING
AMOUNT
US$’000
1 YEAR OR
LESS
US$’000
2 TO < 5
YEARS
US$’000
2,724
6,872
9,596
2,724
7,490
10,214
-
-
-
CARRYING
AMOUNT
US$’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
COMPANY
CONTRACTUAL CASH FLOWS 2015
CONTRACTUAL CASH FLOWS 2014
Trade and other payables
Loans and borrowings (note 28)
Total
CARRYING
AMOUNT
US$’000
1 YEAR OR
LESS
US$’000
2 TO < 5
YEARS
US$’000
3,007
4,812
7,819
3,007
5,167
8,174
-
-
-
CARRYING
AMOUNT
US$’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
As disclosed in note 25 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
2015
REPORTING DATE
SPOT RATE
2015
AVERAGE RATE
2014
REPORTING DATE
SPOT RATE
2014
0.64
0.86
11.77
7.01
454.29
0.65
0.89
13.31
8.64
556.19
0.61
0.73
5.87
10.49
396.50
0.60
0.76
6.02
10.66
394.10
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 57
Notes to the Financial Statements
For the year ended 31 August 2015
31. 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 (2014: US$nil).
SENSITIVITY ANALYSIS
In managing foreign currency risks the Group aims to reduce the impact of short and long-term fl uctua(cid:415) ons on the Group’s earn-
ings. A 10 percent strengthening/weakening of the listed currencies against the USD at 31 August 2015 would have increased (de-
creased) equity and profi t or loss by the amounts shown below. This analysis assumes that all other variables, in par(cid:415) cular interest
rates, remain constant and ignores any impact of forecast sales and purchases. This analysis is performed on the same basis for
2014 and assumes that all other variables remain the same.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabili(cid:415) es at the repor(cid:415) ng date
and their sensi(cid:415) vity is as follows:
31 AUGUST 2015
Pounds Sterling (GBP)
Euro (EUR)
South African Rand (ZAR)
Zambian Kwacha (ZMW)
Malawian Kwacha (MWA)
31 AUGUST 2014
Pounds Sterling (GBP)
Euro (EUR)
South African Rand (ZAR)
Zambian Kwacha (ZMW)
Malawian Kwacha (MWA)
EXPOSURE IN
FINANCIAL STATE(cid:883)
MENT POSITION
US$’000
STRENGTHENING
PROFIT OR LOSS
US$’000
WEAKENING
PROFIT OR LOSS
US$’000
(1,064)
(7)
(51)
(23)
12
(1,769)
(11)
(55)
110
12
63
1
-
-
-
96
1
1
1
-
(63)
-
-
-
-
(96)
1
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 58
Notes to the Financial Statements
For the year ended 31 August 2015
31. 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
2015
US$’000
2014
US$’000
-
(6,877)
(6,877)
645
-
645
-
(7,033)
(7,033)
639
-
639
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 2015 the return was 33.7%, (2014: >(100%)). In comparison the weighted average interest expense on interest bearing
borrowings (excluding liabili(cid:415) es with imputed interest) was 10.6% (2014: 16.4%).
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 59
Notes to the Financial Statements
For the year ended 31 August 2015
31. 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
Trade and other receivables
Quoted investment por(cid:414) olio
Trade and other payables
Loans and borrowings
Total
GROUP
Cash and cash equivalents
Trade and other receivables
Quoted investment por(cid:414) olio
Trade and other payables
Loans and borrowings
Total
COMPANY
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Loans and borrowings
Total
COMPANY
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Loans and borrowings
Total
HIERARCHY
Level 3
Level 3
Level 1
Level 3
Level 3
CARRYING AMOUNT
2015
US$’000
FAIR VALUE
2015
US$’000
645
5,993
50
(2,724)
(6,877)
(2,913)
645
5,993
50
(2,724)
(6,877)
(2,913)
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)
CARRYING AMOUNT
2015
US$’000
FAIR VALUE
2015
US$’000
50
8,383
(3,007)
(4,812)
614
50
8,383
(3,007)
(4,812)
614
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
Level 3
Level 3
Level 1
Level 3
Level 3
Level 3
Level 3
Level 3
Level 3
Level 3
Level 3
Level 3
Level 3
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 60
Notes to the Financial Statements
For the year ended 31 August 2015
31. 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).
ESTIMATION OF FAIR VALUES
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
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 discoun(cid:415) ng future cash fl ows at the cost of debt.
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.
QUOTED INVESTMENT PORTFOLIO
Fair value has been derived from quoted prices.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 61
Notes to the Financial Statements
For the year ended 31 August 2015
32. 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:
34. 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 2015 was US$5,215 thousand (2014:
US$19,525 thousand).
Opera(cid:415) ng lease commitments
US$’000
35. Capital commitments
Payable in next 12 months
Payable in 1 to 5 years
Payable therea(cid:332) er (> 5 years)
Total
35
125
-
160
During the year ended 31 August 2015, US$305 thousand (2014:
US$405 thousand, as restated) was recognised as an expense in
the income statement in respect of opera(cid:415) ng leases. Opera(cid:415) ng
lease payments represents rentals payable by the Group for cer-
tain of its proper(cid:415) es. Leases are nego(cid:415) ated for a minimum term
of 1 year and rentals are fi xed for the period.
33. Finance leases
CREDFIN LOAN
Minimum lease payments
Finance cost
Present value
GROUP 2015
GROUP 2014
US$’000
US$’000
6
(1)
5
4
(1)
3
The above current fi nancial liability, measured at amor(cid:415) sed
cost is secured by a fi nance lease agreement in respect of mo-
tor vehicles. Ownership will transfer to Paynet Zimbabwe (Pvt)
Ltd, a(cid:332) er payment of the nominal amount. Interest is charged
at 28.27% per annum for one agreement and 25.7% for the
other.
The capital commitments at 31 August 2015 totalled US$nil
(2014: US$nil).
36. Guarantees
Chemicals & Marketing Company Limited
(“C&M”)
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 cancelled.
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 62
Notes to the Financial Statements
For the year ended 31 August 2015
37. Contingent liabilities and assets
38. Related parties
CONTINGENT LIABILITIES
IDENTITY OF RELATED PARTIES
The Group has a related party rela(cid:415) onship with its subsidiaries
(see note 17), 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.
GROUP AND COMPANY
At 31 August 2015, no amounts were due to Directors in respect
of Directors fees .
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 25). Interest and Fees accrued during the pe-
riod amounted to US$425 thousand (2014: US$758 thousand).
An amount of $250 thousand was repaid in October 2014.
TRANSACTIONS WITH SUBSIDIARY ENTITIES WITHIN
THE GROUP
Leopard Rock Hotel Company (Private) Limit-
ed (“LRH”)
LRH, a former 100% subsidiary of the Group, provided hospital-
ity services to the Group amoun(cid:415) ng to US$4thousand during
the previous fi nancial year. All charges were at market value,
arms length rates.
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.
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. To the date of this report no claims have been lodged
under this indemnity against the Group.
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 63
Notes to the Financial Statements
For the year ended 31 August 2015
38. Related parties (continued)
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$9 thousand (2014: US$15 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$354 thousand
(2014: US$824thousand).
MSA Sourcing BV
MSA Sourcing BV acts as the sourcing agent for the MillChem
Group in respect of certain chemical supplies. Chemicals to the
value of $217 thousand were so supplied to Millchem subsid-
aires.
TRANSACTIONS WITH KEY MANAGEMENT PERSON(cid:487)
NEL
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) cipated 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 24).
Total remunera(cid:415) on is included in “personnel expenses” (see
note 7).
E Wisman
T Sanders
I Perkins
P Turner
I Mazaiwana
F Jones
R Wells
Total
TOTAL
2015
US$000
TOTAL
2014
US$000
438
-
177
34
32
13
61
755
495
89
133
50
63
20
235
1,084
Included in the above is US$189.1 thousand in change of con-
trol payments made to Messrs Wisman and Perkins.
On 19 August 2014, Messrs. Wisman and Perkins advanced a
US$ equivalent amount of US$249 thousand under a short term
loan facility to the Company. The loan bore a fl at cost of GBP of
1.3 thousand (US$ 2.2 thousand) and wasrepayable on 30 Sep-
tember 2014. The loan was unsecured.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 64
Notes to the Financial Statements
For the year ended 31 August 2015
39. Events after the reporting date (con-
tinued)
Consilium dispute (continued)
On 9 June 2015, Cambria announced the provision of a standby
facility of $1.12m made available by VAL to the Company which
was to be used as security for costs in rela(cid:415) on to the now se(cid:425) led
li(cid:415) ga(cid:415) on against Lonrho. Pending the resolu(cid:415) on of the dispute
with CCRMF, as a consequence of which CCRMF has converted
their fl oa(cid:415) ng charge on Cambria’s assets, par(cid:415) cularly the Com-
pany’s primary bank accounts, the Lonhro se(cid:425) lement as well as
the shares of Lonzim Holdings Limited, the Company is relying
on this standby facility to fund its day-to-day opera(cid:415) ons.
CCRMF and Cambria have agreed to the li(cid:415) ga(cid:415) on arising from
the dispute being stayed un(cid:415) l 30 April 2016. Cambria howev-
er con(cid:415) nues to diligently inves(cid:415) gate all the claims it may have
against CCRMF and the former CEO and Chairman of Cambria,
both also directors of Consilium.
39. Events after the reporting date
Disposal of Millchem Zambia
Millchem has agreed to the sale of the Zambian opera(cid:415) ons for
net asset value of $46 thousand with eff ect from 1 September
2015. The rights to the name “Millchem Zambia” are not in-
cluded in the sale.
Litigation settlement
On 3 September 2015, in the post balance sheet period, the
Company entered into a Se(cid:425) lement Agreement with Lonrho
Limited rela(cid:415) ng to the Company’s Jet Claims in terms of which
Cambria received gross proceeds of $4,752,000 in full and fi nal
se(cid:425) lement of the Jet Claims.
Consilium dispute
The Consilium dispute arose over loans (“the loans”) provided
to the Company by Consilium Corporate Recovery Master Fund
(“CCRMF” or “Consilium”) and the validity of CCRMF’s a(cid:425) empt
to accelerate the repayment of the loans as a result of an alleged
change of control on 13 April 2015. On 13 April 2015, Cam-
bria shareholders approved the subscrip(cid:415) on by Ventures Africa
Limited (“VAL”) of 107,000,000 ordinary shares in the Company
which resulted in VAL owning 50.55% of Cambria. CCRMF and
related par(cid:415) es hold 14.9% of Cambria Africa’s shares.
Cambria announced on 26 October 2015 that it received a stat-
utory demand in the Isle of Man in which CCRMF has formally
demanded repayment of the loans. In response to the statutory
demand, the Company submi(cid:425) ed that there was a genuine and
substan(cid:415) al dispute as to whether the debt was then payable
and that any future presenta(cid:415) on of a winding up pe(cid:415) (cid:415) on would
cons(cid:415) tute an abuse of the Court’s process.
CCRMF withdrew their statutory demand in response to Cam-
bria’s applica(cid:415) on for an injunc(cid:415) on. In addi(cid:415) on, CCRMF was or-
dered by the High Court of Jus(cid:415) ce of the Isle of Man to pay the
Company’s costs of and incidentals to the Statutory Demand
claim on a standard basis.
Cambria con(cid:415) nues to strongly dispute CCRMF’s claim that there
has been an event of default that en(cid:415) tles Consilium to acceler-
ate repayment of the loans and maintains that the due date of
the loans as disclosed in its audited fi nancial statements and as
defi ned in the loan agreements, as amended, is 30 April 2016.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 65
Corporate Information
For the year ended 31 August 2015
COMPANY SECRETARY AND CONTACT DETAILS
AUDITORS
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
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 66
Shareholder Information
For the year ended 31 August 2015
Analysis of ordinary shareholdings as at 31 January 2016
Note: the shareholding analysis has been performed on 31 January 2016 incorpora(cid:415) ng changes since the year end of 31 August
2015
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
91
132
223
76
53
53
36
4
1
223
40.8%
59.2%
100.0%
34.1%
23.8%
23.8%
16.1%
1.8%
0.4%
100.0%
20 706 232
190 948 930
211 655 162
181 002
1 085 866
9 704 725
56 065 948
37 617 621
107 000 000
211 655 162
9.8%
90.2%
100.0%
0.1%
0.5%
4.6%
26.5%
17.8%
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2015
PAGE 67
Cambria Africa Plc
1 Berkeley Street
Mayfair
London W1J 8DJ
Tel: +44 (0) 20 3402 2366
Fax: +44 (0) 20 3402 2367
info@cambriaafrica.com
www.cambriaafrica.com