Cambria Africa Plc
Annual report
2016
Table of Contents
Annual Report 2016
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
5
9
10
11
15
17
18
19
21
22
23 - 62
63
64
Results for the year
Cambria Africa PLC (AIM:CMB) (“Cambria” or the “Company”) is pleased to announce its audited results for
the year ending 31 August 2016 and provide a trading update. Audited Financial Statements are available on
the Company’s website (www.cambriaafrica.com) and will be sent to shareholders on Monday.
Results highlights:
from con(cid:415) nuing opera(cid:415) ons by $2.16 million to a loss of
$740,000.
• Cambria’s EBITDA from con(cid:415) nuing opera(cid:415) ons increased by
$2.16 million to $430,000 from a loss of $1.73 million in FY
2015.
Trading update:
•
Excluding legal costs, EBITDA from con(cid:415) nuing opera(cid:415) ons
increased by almost $3 million to $1.24 million from a loss
of $1.73 million in FY 2015.
• Cambria’s cash fl ow from opera(cid:415) ons increased by $6.56
million to $3.63 million from a net cash ou(cid:414) low of $2.93
million in FY 2015.
• Cambria slashed central costs by almost half to $1.1 million
from $2.0 million in FY 2015 (down 45%).
•
legal costs of $820,000, central overheads
Excluding
decreased by 86% to $280,000 from $2 million in FY 2015.
• Cambria reduced consolidated borrowings to $4.4 million
from $7 million in FY 2015, a 37% decrease. Post-VAL Loan
Conversion (discussed under Subsequent Events below)
borrowings will drop to $2.9 million, a 59% decrease from
FY 2015 levels.
•
•
$390,000 in annual interest savings is expected from the
reduc(cid:415) on in borrowings and the VAL Loan Conversion.
Compared to FY 2015, which refl ects a full year of interest
costs on previous borrowings, the annual interest savings
will be $480,000.
Payserv, Cambria’s largest subsidiary by revenue and profi t,
achieved a 100% increase in profi t a(cid:332) er tax (“PAT”) to $1.0
million. Excluding minority interest, PAT increased by 248%
to $740,000. Revenues for the period increased 7% to
$5.36 million. Consolidated EBITDA increased by 43.1% to
$1.76 million.
A(cid:332) er Fiscal Year-End 2016, unaudited management accounts for
the 4 months ended 31 December 2016 refl ect an accelera(cid:415) on
of the performance gains achieved in FY 2016. In comparison
to the same period in FY 2016, the salient results are as follows:
Payserv:
PBT increased by 131% to $660,000 from $286,000,
•
EBITDA increased by 51.8% to $850,000 from $560,000,
•
• Revenues increased by 23.4% to $2.16 million from $1.75
million,
Paynet’s EDI volumes up by 46.3%,
Tradanet loan volumes down 35.4%.
•
•
The signifi cant increase in EDI volumes is believed to be at-
tributable to an increase in electronic payments as a result of
the cash shortages in Zimbabwe and mul(cid:415) ple salary payments
during the same month by employers. Tradanet loans fell as a
result of a temporary discon(cid:415) nua(cid:415) on in the credit partner loan
program. This program is expected to be reinstated in early
2017 and will result in a restora(cid:415) on of loans to FY 2016 levels.
Although the current record EDI volumes may abate in future should
current condi(cid:415) ons change, Paynet’s management expects nor-
malisa(cid:415) on of Tradanet loan volumes to mi(cid:415) gate such reduc(cid:415) on.
Millchem:
• Revenues fl at at $1.2 million,
•
EBITDA loss further reduced by 30% to $38,000 from a loss
of $55,000,
Pre-tax loss reduced by 27.7% to $47,000 from a loss of
$65,000.
•
• Millchem pared its EBITDA loss by 76% to $230,000 in FY
Central:
2016 from $950,000 in FY 2015.
•
Excluding legal expenses of $820,000, Cambria achieved a
consolidated profi t of $70,000 from con(cid:415) nuing opera(cid:415) ons
compared to a loss of $2.9 million in FY 2015. Including
legal expenses, Cambria reduced its consolidated loss
• Central costs, excluding legal expenses, con(cid:415) nue to track
the improved levels reported in FY 2016.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 3
Results for the year
Subsequent events:
About Cambria Africa Plc:
Subsequent to the end of the Financial Year notable fi nancial
changes include:
Cambria Africa Plc, quoted on the AIM market of the London
Stock Exchange, is a long-term, ac(cid:415) ve investment company,
inves(cid:415) ng primarily in Zimbabwe.
• Open Off er: Open Off er to Cambria shareholders at 1p per
share, enabling Cambria shareholders the opportunity
to match the terms of VAL’s Loan Conversion (discussed
below). The Open Off er is currently due to expire on
Wednesday, 1 February 2017. The Board is considering
extending this deadline to allow shareholders to consider
audited FY 2016 results and the Trading update in their
investment decisions, and will announce any extension.
• VAL Loan Conversion: Conversion of £1.25 million of VAL’s
loan at 1p per share into 125 million Cambria ordinary
shares will increase net equity by $1.55 million and equity
per share by 0.46 US cents per share (0.36 UK pence) and
will reduce annual interest costs by $130,000.
•
Increased Net Equity: Following the VAL Loan Conversion,
Cambria’s net equity per share will approximate 0.31 U.S.
cents. Despite the increase, this number, in the opinion of
the Directors, signifi cantly underes(cid:415) mates the fair value of
the company’s investments and proprietary technologies.
By way of illustra(cid:415) on, the balance sheet only refl ects
the goodwill a(cid:425) ributable to Payserv which is carried at
$720,000 – less than half its consolidated EBITDA of $1.76
million for FY 2016.
• New Loan Facili(cid:415) es: A $1.2 million loan facility was
established by Paynet Zimbabwe (Pvt) Limited with Central
Africa Building Society (CABS) of which $1.0 million has
been accessed to date.
•
$1.8 million Counterclaim against Consilium and Security
for Costs: In respect of Cambria’s $1.8 million counterclaim
against Consilium in the English courts, the company has
lodged security for costs of £380,000 and paid a related
costs order of £30,000.
Changes to the board:
The Company’s Board of Directors remains unchanged.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 4
Chief Executive Of(cid:976)icer’s Statement
Introduction
I am pleased to report a signifi cant improvement in
our results and fi nancial posi(cid:415) on. Despite the con(cid:415) n-
ued distrac(cid:415) ons of the Consilium dispute, we have
started to see the posi(cid:415) ve results from the eff orts in-
vested by the new management of the Company. In
fact, the improvements are drama(cid:415) c:
• Cambria’s EBITDA from con(cid:415) nuing opera(cid:415) ons increased
by $2.16 million to $430,000 from a loss of $1.73 million
in FY 2015.
•
Excluding legal costs, EBITDA from con(cid:415) nuing oper-
a(cid:415) ons increased by almost $3 million to $1.24 million
from a loss of $1.73 million in FY 2015.
• Cambria’s cash fl ow from opera(cid:415) ons in FY 2016 in-
creased by $6.56 million to $3.63 million from a net cash
ou(cid:414) low of $2.93 million in FY 2015.
• Cambria reduced central costs by almost half to $1.1 mil-
lion from $2.0 million last year in FY 2015 (down 45%).
The (cid:415) mely repayment of $5 million to Consilium and $2 million
to Nurture towards the end of FY 2016 removed a signifi cant fi -
nancial burden and risk to the Company. Cambria and Payserv’s
internal resources of almost $4 million substan(cid:415) ally contributed
to this repayment. The balance was refi nanced by a VAL Loan of
$1.78 million and a revolving VAL Bridging Facility of $1.45 mil-
lion. The VAL Bridging Facility has been reduced to $700,000 by
accessing a $1.2 million credit line granted to Paynet Zimbabwe
by a local bank (CABS)..
A(cid:332) er the end of the fi nancial year, the Company’s balance sheet
will be further strengthened by the conversion of $1.55 million
of VAL Loans into 125 million Cambria ordinary shares at 1p
per share. Shareholders have been given the right to match this
investment and avoid dilu(cid:415) on through an Open Off er due to ex-
pire on 1 February 2017. As the ul(cid:415) mate benefi cial owner of
VAL, these loans and conversion are a strong expression of my
confi dence in the future of Cambria.
Following the VAL Loan Conversion, borrowings will be cut by
half to $2.9 million from $7.0 million prior to repayment of the
Consilium ($5 million) and Nurture ($2 million) loans in May and
July 2016, respec(cid:415) vely. The reduced borrowings will result in
annual interest savings of $480,000 compared to the cost of a
full year of servicing the Consilium and Nurture debts.
Given the unique posi(cid:415) oning of Payserv and its technology plat-
forms in Zimbabwe and the sharp reduc(cid:415) on central and operat-
ing company costs, Cambria is poised for con(cid:415) nued profi tability
despite of, and possibly because of, the economic challenges
faced by Zimbabwe.
Legal expenses
The Board believes that adjus(cid:415) ng for legal fees associated with
the Consilium dispute will provide shareholders with a more
accurate refl ec(cid:415) on of the Group’s opera(cid:415) ng performance, its
turnaround and improved cash genera(cid:415) on. The current state of
the li(cid:415) ga(cid:415) on to which these expenses relate, is discussed under
“Consilium Dispute” below.
Operating Results For the Year
Consolidated results:
Cambria’s Cash fl ow from opera(cid:415) ons was $3.63 million com-
pared to a net cash ou(cid:414) low of $2.93 million in FY 2015.
Excluding legal expenses, the Company achieved a consolidated
profi t from con(cid:415) nuing opera(cid:415) ons of $70,000. Including legal
expenses of $820,000 Cambria’s improved opera(cid:415) ng perfor-
mance more than halved its consolidated loss from con(cid:415) nuing
opera(cid:415) ons to $740,000 from a loss of $2.9 million in FY 2015.
Cambria’s EBITDA from con(cid:415) nuing opera(cid:415) ons increased by
$2.16 million to $430,000 from a loss of $1.73 million in FY
2015.
Excluding legal costs, EBITDA from con(cid:415) nuing opera(cid:415) ons in-
creased by almost $3 million to $1.24 million from a loss of
$1.73 million in FY 2015.
We cut central costs by almost half to $1.1 million from $2.0
million in 2015 and by two thirds from $3.1 million in FY 2015.
Excluding legal costs of $820,000, central overheads decreased
by 86% to $280,000. We are commi(cid:425) ed to remaining diligent in
containing central costs.
As the CEO of Cambria, I have not collected any compensa(cid:415) on
nor benefi ts and will not do so un(cid:415) l the cash fl ow from the
Company’s underlying investments supports it. Similarly, since
their appointment, my fellow directors have served the compa-
ny without compensa(cid:415) on or benefi ts
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 5
Chief Executive Of(cid:976)icer’s Statement
Opera(cid:415) ng Division Results:
Payserv’s cconsolidated EBITDA increased by 43.1% to $1.76
million from $1.23 million in FY 2015 while PBT increased by
81.8% to $1.4 million from $770,000 in FY 2015. PBT excluding
minority interests increased by 186% to $1.06 million from
$370,000 in FY 2015. This stellar performance was achieved on
the back of only a 7% increase in revenues to $5.36 million from
$5.01 million in FY 2015.
A(cid:332) er Fiscal Year-End 2016, unaudited Year-to-Date (YTD)
management accounts confi rm the con(cid:415) nuing trend of
profi tability at Payserv. For the four months ended 31 December
2016 PBT increased by 131% to $660,000 and EBIDTA increased
by 51.8% to $850,000 compared to the same period in FY 2016.
Payserv achieved these stellar results on the back of a 23.4%
increase in revenues and despite a decline of 35.5% in Tradanet
loan volumes.
It is expected that Payserv will be able to capitalise on several
growth opportuni(cid:415) es in the ensuing fi nancial years, including:
• Applica(cid:415) on of its technology pla(cid:414) orm in the consumer
market where it has a very small market share com-
pared to its 95% plus share of the corporate and inter-
bank payments market;
• Acquiring a money-transfer license and introduc(cid:415) on of
innova(cid:415) ve money-transfer facili(cid:415) es through its technol-
ogy pla(cid:414) orm;
•
Increasing Tradanet revenues, which are currently de-
rived from processing payroll-based loans originated
through an exclusive rela(cid:415) onship with the Central Af-
rican Banking Society (CABS) through direct origina(cid:415) on
on behalf of CABS, selling of insurance products, and at-
risk microfi nance loans with high margins and risk-mi(cid:415) -
gated by access to payroll deduc(cid:415) on.
Divisional Review
Payserv Africa
Payserv provides EDI switching services (Paynet),
‘payslip’ processing (Autopay) and payroll based
micro-fi nance loan processing (Tradanet).
(cid:904)US$ THOUSANDS(cid:905)
2016
2015
GROWTH
Revenues
Gross profi t
5,360
5,012
5,065
4,745
7.0%
6.7%
Gross margin
94%
95%
(1.1%)
Overheads
(3,307)
(3,519)
(6%)
EBITDA
1,758
1,226
43.3%
Profi t before interest and
tax
1,653
1,072
54.2%
Interest
(250)
(300)
(16.7%)
Profi t before tax (“PBT”)
1,403
772
81.7%
Minority interests in PBT
(358)
(406)
(11.8%)
PBT (excluding minority
interests)
1,055
366
188.2%
Profi t a(cid:332) er tax (“PAT”)
1,007
504
99.8%
PAT (excluding minority
interests)
741
213
247.8%
Millchem reported posi(cid:415) ve cash fl ow from opera(cid:415) ons as a result
of a signifi cant improvement in the management of inventory
and trade receivables. Millchem’s EBITDA loss improved by
75.8% to a loss of $230,000 from an EBITDA loss of $950,000 in
FY 2015, while its loss before tax improved by 74.5% to a loss
of $260,000 from a loss of $1.02 million in 2015. The reduc(cid:415) on
in losses is also a(cid:425) ributable to discon(cid:415) nuing of unprofi table
opera(cid:415) ons in Malawi and Zambia. As a result of these closures,
revenue decreased by 39.7% to $3.19 million from $5.29 million
in FY 2015.
It is expected that Millchem will pursue a number of strategic
partnerships within the Zimbabwe market to mi(cid:415) gate the
scarcity of currency alloca(cid:415) on for raw material imports.
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 corporate clients. Paynet processed 19.2 million
transac(cid:415) ons (2015: 17.3 million) during the period under
review, an 11% increase. Electronic transfers have become a
preferred payment method in Zimbabwe as a result of the local
cash shortages.
Autopay provides payroll services to more than 150 customers
and processed approximately 330,000 pay slips (2015: 345,000)
during the period under review, a decrease of 4.3%. The
decrease was mainly caused by a general downsizing of payroll
sizes in Zimbabwe and a reduc(cid:415) on in employment levels.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 6
Chief Executive Of(cid:976)icer’s Statement
Autopay managed to off set the full impact of this with the
addi(cid:415) on of new clients.
Despite the improved performance, restoring Millchem Zim-
babwe (the only remaining Millchem opera(cid:415) ng subsidiary) to
profi tability is a key focus for the execu(cid:415) ve team.
Tradanet processed approximately 78,000 (2015: 134,000)
loans during the period, represen(cid:415) ng a value of $143 million
(2015: $176 million), a decrease of 42% and 18.8% respec(cid:415) vely.
Central costs
At the end of the period the loan book under management
stood at $124 million (2015: $139 million), a decrease of 10.8%.
During the year under review, Payserv con(cid:415) nued to invest in its
entry into the Zambian market which generated an EBITDA loss
of $205,000 (FY 2015: $271,000). This investment has not been
capitalised and has therefore directly impacted the income
statement during the year under review. The Board is in the
process of reviewing the con(cid:415) nua(cid:415) on of this investment against
prospects for profi tability. Payserv’s board has concluded
that as of December 2016 it will not con(cid:415) nue to subsidize the
Zambian opera(cid:415) on and it will have to reach profi tability on its
own merits. As expenses related to the Zambian opera(cid:415) on
were not capitalized, a discon(cid:415) nua(cid:415) on of this opera(cid:415) on is not
expected to impact Payserv’s profi tability.
Millchem Holdings
Millchem is a value-added chemicals distributor in
Zimbabwe.
(cid:904)US$ THOUSANDS(cid:905)
2016
2015 GROWTH
Revenues
Gross profi t
3,193
5,294
(39.7%)
525
892
(41.1%)
Gross margin
16.4% 16.8%
(2.3%)
SG&A
EBITDA
(758)
(1,846)
(58.9%)
(233)
(954)
(75.6%)
Loss before tax
(264)
(1,020)
(74.1%)
The decrease in revenue and gross profi t is a result of the dis-
con(cid:415) nuance of unprofi table subsidiaries Millchem Zambia and
Millchem Malawi. Despite the reduc(cid:415) on in revenue and gross
profi t, EBITDA improved by 74.1% as a result of the signifi cant
reduc(cid:415) on in overheads caused by the closure of these two op-
era(cid:415) ons.
Cambria’s central costs decreased by 45% to $1.1 million from
$2.0 million in the previous year. Excluding legal costs incurred
to defend Consilium’s claims and a(cid:425) empts to liquidate Cambria
which cost $820,000, central overheads decreased by 86% to
$280,000 from $2.0 million in FY 2015.
Events subsequent to FY 2016
VAL LOAN CONVERSION AND OPEN OFFER
On 14 December 2016 the Company extended an Open Off er
for up to 125 million new ordinary shares to the remaining
Cambria shareholders on terms equal to that of the VAL Loan
Conversion explained below (“Open Off er”). This Open Off er is
intended to give shareholders an opportunity to avoid dilu(cid:415) on
and par(cid:415) cipate in the company’s equity in an orderly fashion
and at a fi xed price of 1p per share.
On 28 November 2016, the Company announced that it reached
an agreement with VAL regarding the conversion of £1.25
million or approximately $1.55 million of its loans to Cambria
into 125 million ordinary shares of Cambria, or at 1p per share.
The price of the VAL Loan Conversion was set at 1p per Cambria
share (“the Issue Price”), represen(cid:415) ng a premium of 11% to the
10 day volume weighted average price of 0.90p for the 10 days
up to 24 November 2016.
Shareholders have concomitantly received an Open Off er to
subscribe for shares in equal propor(cid:415) on to their holdings and
can simultaneously apply for a further alloca(cid:415) on to the extent
that other shareholders don’t par(cid:415) cipate.
The VAL Loan Conversion will signifi cantly strengthen Cambria’s
balance sheet and further aligns my interests with that of fellow
Cambria shareholders. The Board believes that the Issue Price
for the conversion and the Open Off er is underpinned by the
value of Cambria’s underlying subsidiaries. It will also result
in less dilu(cid:415) on for Shareholders at any level of the Open Off er
par(cid:415) cipa(cid:415) on.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 7
Chief Executive Of(cid:976)icer’s Statement
is open for acceptance un(cid:415) l
Currently the Open Off er
Wednesday, 1 February 2017. This deadline may be extended
to give shareholders a chance to consider the impact of these
results on their investment decision. Open Off er proceeds will
be u(cid:415) lised to further strengthen the balance sheet and fund
growth in Cambria’s core subsidiaries in Zimbabwe.
The Company intends to issue the shares in rela(cid:415) on to the VAL
Loan Conversion together with the issue of shares as a result of
the Open Off er.
nied access to the Lonrho se(cid:425) lement funds and suff ered great-
ly from its inability to access these funds or even refi nance its
obliga(cid:415) ons. Consilium endeavoured to control these ac(cid:415) vi(cid:415) es
in reliance on the contractual terms of the CFA and related De-
benture which were put in place by the previous CEO, Edzo Wis-
man. Edzo Wisman and Ian Perkins were appointed as directors
of Consilium in December 2014 and February 2012 respec(cid:415) ve-
ly – the very company which tried to damage Cambria by pre-
maturely and unlawfully demanding repayment of its debt and
seeking to wind up the Company.
The legal fees rela(cid:415) ng to defending Cambria from Consilium’s
claims and ac(cid:415) ons and pursuing the consequent counterclaim,
amounted to $820,000 in FY 2016. Subsequent to the repay-
ment of its loan in full and on (cid:415) me, Consilium amended its claim
in the English Courts to claim that it is en(cid:415) tled to be indemnifi ed
for what we believe to be the unreasonable and unnecessary
costs associated with the premature and predatory a(cid:425) empts to
be repaid over six months before the loans were due and ap-
propriate the proceeds of the Lonrho se(cid:425) lement. Cambria has
counterclaimed for a total of $1.8 million against Consilium for
losses and legal fees it has incurred as a result.
With respect to this counterclaim in December 2016 the Com-
pany lodged security for costs of £380,000 and was ordered to
pay costs of £30,000 to Consilium.
Acquisition strategy
The Board will con(cid:415) nue its search for appropriate value-cre-
a(cid:415) ng acquisi(cid:415) on opportuni(cid:415) es primarily through the use of
equity subscrip(cid:415) ons. We will con(cid:415) nue to focus on Zimba-
bwe, which we believe provides the best opportunity for suc-
cessful investment and growth in the short- to medium-term.
SAMIR SHASHA
CHIEF EXECUTIVE OFFICER
27 JANUARY 2017
NEW CABS LOAN
The Company announced on 18 October 2016 the conclusion
by Payserv’s wholly owned subsidiary Paynet, of a $1.2 million
loan facility agreement with CABS. The CABS Loan bears inter-
est at 11% per annum, an annual renewal fee of 1%, and is sub-
ject to an establishment fee of 2%. The loan is repayable over 24
months. As security, a mortgage has been registered in favour
of CABS over one of two proper(cid:415) es owned by Le Har (Pvt) Ltd, a
wholly owned subsidiary of the Company. The remaining prop-
erty remains unencumbered.
CONSILIUM DISPUTE
Shortly a(cid:332) er I was named the CEO of Cambria and appointed
to the Board in July 2015, we reached a substan(cid:415) ve se(cid:425) le-
ment with Lonrho for $4.752 million of which approximately
$900,000 was paid to outstanding legal fees which the previous
management had le(cid:332) unpaid. A further $500,000 was paid for
consultancy, accoun(cid:415) ng and other expenses.
Immediately therea(cid:332) er, I was stunned that Consilium Corpo-
rate Recovery Master Fund (“Consilium”) claimed in September
2015 that the change of control as a result of VAL’s subscrip-
(cid:415) on cons(cid:415) tuted an event of default under the Credit Facility
Agreement (CFA) between Cambria and Consilium. Consilium’s
management had been closely involved in procuring VAL’s in-
vestment in Cambria in April 2015 and nego(cid:415) a(cid:415) ng the terms
upon which VAL would support the Lonrho li(cid:415) ga(cid:415) on, I note that
on 26 March 2015, Cambria’s then Chairman and concurrently
a Director of Consilium, Ian Perkins, issued a le(cid:425) er which ac-
companied a circular to shareholders. Neither the le(cid:425) er nor the
circular contained any reference to the change of control provi-
sions or the associated risks when recommending the approval
of the proposed share subscrip(cid:415) on by VAL.
Consilium also sought unsuccessfully to wind-up Cambria in Isle
of Man Courts in an a(cid:425) empt to recover its loan, to the detri-
ment of the Company and all its shareholders. As a result of
Consilium’s ac(cid:415) ons, Cambria was, amongst other ma(cid:425) ers, de-
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 8
Paul Turner, 70
NON(cid:487)EXECUTIVE CHAIRMAN
Dipak Champaklal Pandya, 58
NON(cid:487)EXECUTIVE DIRECTOR
Directors
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
The board remains unchanged. Mrs Josie Watenphul is ac(cid:415) ng
as non-execu(cid:415) ve director only as per the announcement on 2
March 2016.
No other changes to the board of directors occurred during the
fi nancial period under review and up to the date of this report.
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, 56
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, 36
NON(cid:487)EXECUTIVE DIRECTOR
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 9
Directors
Cambria
Directors’ Responsibility Statement in Respect of the Directors’ Report and the
Financial Statements.
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 2016
PAGE 10
Directors’ Report
FOR THE YEAR ENDED 31 AUGUST 2016
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 2016.
Principal activities
During the year, the Group was an investment company with a
por(cid:414) olio of investments in Zimbabwe.
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
its por(cid:414) olio companies.
legisla(cid:415) on within
Zimbabwe may, however, prevent the Company from acquiring
or maintaining a majority control in a Zimbabwean business.
Indigenisa(cid:415) on
The Directors believe that through their individual and collec(cid:415) ve
experience of inves(cid:415) ng and managing acquisi(cid:415) ons and disposals
in Africa, they have the necessary skills to manage the Company
and to source deal fl ow. Prior to any investment decisions being
taken by the Board of the Company, a due diligence process is
undertaken by the Company’s appointed specialist fi nancial and
legal advisors.
investment strategy
is dependent upon
The Company’s
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.
The Company Directors will comply as a ma(cid:425) er of policy with
the US Offi ce of Foreign Assets Control and the European Union
Council Regula(cid:415) on (EC) No. 314/2004 regula(cid:415) ons.
Results
The Group made a consolidated loss of US$744,000 (2015: profi t
US$455,000) 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
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 11
Directors’ Report
For the year ended 31 August 2016
Business review and development (con-
tinued)
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.
informa(cid:415) on regarding the Group’s policies and
Further
exposure to fi nancial risk can be found in note 29 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 21 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 37 to the fi nancial statements.
Corporate Governance
COMPLIANCE WITH THE UK CORPORATE GOVER(cid:487)
NANCE CODE
The Directors recognise the value of the UK Corporate
Governance Code (formerly the Combined Code on Corporate
Governance) and, whilst under AIM rules full compliance is not
required, the Directors are considering the recommenda(cid:415) ons
and applicability in respect of the Company insofar as is
prac(cid:415) cable and appropriate for a public company of its size and
will con(cid:415) nue to implement appropriate compliance measures.
BOARD OF DIRECTORS
At the date of this report the Board of Directors comprises of
one Execu(cid:415) ve Director, and three 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 Group.
The Board
is responsible for formula(cid:415) ng, reviewing and
approving the Group’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 2016
PAGE 12
Directors’ Report
For the year ended 31 August 2016
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.
Substantial shareholdings
The Directors have been advised of the following shareholdings
at 13 January 2017 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 (if applicable) are set out on page 9.
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 2016
PAGE 13
Directors’ Report
For the year ended 31 August 2016
Directors’ share interests
Share price performance
Between 1 September 2015 and 31 August 2016 the share price
varied between a closing high of 1.64p and a low of 0.35p. At 31
August 2016 the closing market price of the shares at close of
business was 0.63p (2015: 0.825p). On 24 January 2017 the mid
price of the shares was marked at 1p.
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.
ON BEHALF OF THE BOARD.
JOSIE WATENPHUL
NON(cid:487)EXECUTIVE DIRECTOR
27 JANUARY 2017
The Directors’ who were in offi ce at the beginning and end of
the current fi nancial year, had the following interests in the
shares of the Company:
DIRECTORS
AT
31.08.16
NO. OF
SHARES
AT
31.08.15
NO. OF
SHARES
Samir Shasha*
107,000,000 107,000,000
Josephine Watenphul
Dipak Pandya
Paul Turner
Total
-
-
-
-
-
-
107,000,000 107,000,000
* Held indirectly through Ventures Africa Limited.
Share op(cid:415) ons held by the previous Directors are detailed in
note 22 of the fi nancial statements
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
and dona(cid:415) ons.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 14
Report of the Independent Auditors
For the year ended 31 August 2016
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 Financial Statements (the “fi nancial statements”) of Cambria Africa Plc for the
year ended 31 August 2016 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 10, 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 presen-
ta(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 and to iden(cid:415) fy any informa(cid:415) on that is apparently materially
incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit . 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 2016
PAGE 15
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 2016 and of the Group’s
loss for the year then ended; and
have been properly prepared in accordance with IFRS as adopted by the European Union.
Baker Tilly Isle of Man LLC
Chartered Accountants
2a Lord Street
Douglas
Isle of Man
IM99 1HP
27 January 2017
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 16
Consolidated Income Statement
For the year ended 31 August 2016
Revenue
Cost of sales
Gross profi t
Opera(cid:415) ng costs
Other income
Net profi ts on disposal of investments and impairment of assets
Opera(cid:415) ng profi t/(loss)
Finance income
Finance costs
Net fi nance costs
Loss before tax
Income tax
NOTE
5
6
6
8
8
9
Loss for the period from con(cid:415) nuing opera(cid:415) ons
Discon(cid:415) nued opera(cid:415) ons
Profi t for the year from discon(cid:415) nued opera(cid:415) ons, net of tax
5/10
(Loss)/profi t for the year
A(cid:425) ributable to:
Owners of the company
Non-controlling Interests
(Loss)/profi t for the year
(Loss)/earnings per share - all opera(cid:415) ons
Basic and diluted (loss)/profi t per share (Cents)
Loss per share-con(cid:415) nuing opera(cid:415) ons
Basic and diluted loss per share (Cents)
11
11
2016
TOTAL
US$’000
8,552
(2,962)
5,590
(5,302)
-
5
293
16
(657)
(641)
(348)
(396)
(744)
-
(744)
(1,010)
266
(744)
(0.5c)
(0.5c)
*Restated
2015
TOTAL
US$’000
10,306
(4,670)
5,636
(7,766)
7
199
(1,924)
10
(740)
(730)
(2,654)
(271)
(2,925)
3,380
455
164
291
455
0.1c
(2.3c)
The notes on pages 23 to 62 are an integral part of these consolidated fi nancial statements.
*Amounts have been restated due to reclassifi ca(cid:415) on of net li(cid:415) ga(cid:415) on se(cid:425) lement proceeds to discon(cid:415) nued opera(cid:415) ons. (See note 2)
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 17
Consolidated Statement of Comprehensive Income
For the year ended 31 August 2016
(Loss)/profi t for the year
Other comprehensive income
Foreign currency transla(cid:415) on diff erences for overseas opera(cid:415) ons
Total comprehensive (loss)/profi t for the year
A(cid:425) ributable to:
Owners of the company
Non-controlling interest
Total comprehensive (loss)/profi t for the year
2016
US$’000
(744)
9
(735)
(1,001)
266
(735)
*Restated
2015
US$’000
455
97
552
261
291
552
The notes on pages 23 to 62 are an integral part of these consolidated fi nancial statements.
*Amounts have been restated due to reclassifi ca(cid:415) on of net li(cid:415) ga(cid:415) on se(cid:425) lement proceeds to discon(cid:415) nued opera(cid:415) ons. (See note 2)
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 18
Consolidated Statement of Changes in Equity
For the year ended 31 August 2016
ATTRIBUTABLE TO OWNERS OF THE COMPANY
SHARE
CAPITAL
SHARE
PREMIUM
RE(cid:883)
VALUA(cid:883)
TION
RESERVE
FOREIGN
EXCHANGE
RESERVE
SHARE
BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
NDR
TOTAL
NON(cid:883) CON(cid:883)
TROLLING
INTERESTS
TOTAL
EQUITY
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 September
34
83,950
438
(10,532)
86
(75,385)
1,900
491
(Loss)/profi t for the year
Foreign currency transla(cid:415) on
diff erences for overseas
opera(cid:415) ons
Total comprehensive profi t
for the year
Contribu(cid:415) ons by and dis-
tribu(cid:415) ons to owners of the
Company recognised
directly in equity
Disposal of subsidiary
Expiry of share op(cid:415) ons
Dividends paid
Total contribu(cid:415) ons by and
distribu(cid:415) ons to owners of
the Company
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9
9
(105)
-
-
(105)
-
-
-
-
(43)
-
(43)
(1,010)
-
(1,010)
105
43
-
148
-
-
-
-
-
-
-
(1,010)
9
65
266
-
556
(744)
9
(1,001)
266
(735)
-
-
-
-
-
-
-
(335)
(335)
(335)
(335)
Balance at 31 August 2016
34
83,950
438
(10,628)
43
(76,247)
1,900
(510)
(4)
(514)
The notes on pages 23 to 62 are an integral part of these consolidated fi nancial statements
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 19
Consolidated Statement of Changes in Equity
For the year ended 31 August 2016
ATTRIBUTABLE TO OWNERS OF THE COMPANY
SHARE
CAPITAL
SHARE
PREMIUM
RE(cid:883)
VALUA(cid:883)
TION
RESERVE
FOREIGN
EXCHANGE
RESERVE
SHARE
BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
NDR
TOTAL
NON(cid:883) CON(cid:883)
TROLLING
INTERESTS
TOTAL
EQUITY
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 September
18
82,487
438
(10,629)
86
(75,890)
2,241
(1,249)
Profi t for the year
Foreign currency transla(cid:415) on
diff erences for overseas
opera(cid:415) ons
Total comprehensive profi t
for the year
Contribu(cid:415) ons by and dis-
tribu(cid:415) ons to owners of the
Company recognised
directly in equity
Disposal of subsidiary
Dividends paid
Issue of ordinary shares
Total contribu(cid:415) ons by and
distribu(cid:415) ons to owners of
the Company
Balance at 31 August 2015
-
-
-
-
-
15
15
34
-
-
-
-
-
1,463
1,463
-
-
-
-
-
-
-
-
97
97
-
-
-
-
-
-
-
-
-
-
-
164
-
164
-
-
-
9
291
-
(1,240)
455
97
164
97
261
291
552
341
(341)
-
-
-
-
-
-
1,479
-
(235)
-
-
(235)
1,479
341
(341)
1,479
(235)
1,244
83,950
438
(10,532)
86
(75,385)
1,900
491
65
556
The notes on pages 23 to 62 are an integral part of these consolidated fi nancial statements
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 20
Consolidated and Company Statement of Financial Position
As at 31 August 2016
NOTES
GROUP 2016
COMPANY 2016
GROUP 2015
COMPANY 2015
US$’000
US$’000
US$’000
US$’000
Assets
Property, plant and equipment
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
Discon(cid:415) nued opera(cid:415) on (Li(cid:415) ga(cid:415) on se(cid:425) lement)
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
Current tax liabili(cid:415) es
Loans and borrowings
Trade and other payables
Discon(cid:415) nued opera(cid:415) on (Li(cid:415) ga(cid:415) on se(cid:425) lement)
Total current liabili(cid:415) es
Total liabili(cid:415) es
Total equity and liabili(cid:415) es
12
13
14
15
16
17
18
19
5
20,21
20,21
20,21
20,21,22
20
20
23
24
25
27
23,26
27
5
2,594
717
39
-
3,350
407
40
1,311
701
-
2,459
5,809
34
83,950
438
43
(10,628)
1,900
(76,247)
(510)
(4)
(514)
2,965
207
152
3,324
308
1,469
1,222
-
2,999
6,323
5,809
-
-
-
-
-
-
-
6,374
-
-
6,374
6,374
34
83,950
-
43
(13,186)
-
(71,765)
(924)
-
(924)
2,929
-
-
2,929
-
1,469
2,900
-
4,369
7,298
6,374
2,594
717
2
-
3,313
761
50
1,241
645
4,752
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
1,446
1,278
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
These fi nancial statements were approved by the Board of Directors and authorised for issue on 27 January 2017. They were signed
on their behalf by:
MR SAMIR SHASHA
EXECUTIVE DIRECTOR
The notes on pages 23 to 62 are an integral part of these consolidated fi nancial statements.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 21
Consolidated Statement of Cash Flows
For the year ended 31 August 2016
NOTES
GROUP 2016
GROUP 2015
Cash generated from/(used) in opera(cid:415) ons*
28
Taxa(cid:415) on paid
Cash generated from/(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 (used)/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 drawdown of loans
Net cash (u(cid:415) lised)/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
23/26
23/26
19
19
US$’000
3,944
(313)
3,631
20
(170)
60
(39)
16
(113)
(335)
(267)
-
(7,146)
4,277
(3,471)
47
645
9
701
701
-
701
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
* All amounts include both con(cid:415) nuing and discon(cid:415) nued opera(cid:415) ons. Cash fl ow from discon(cid:415) nued opera(cid:415) ons are set out in note 10, the eff ect of which was $3.4
million infl ow in 2016 and $1.03 million u(cid:415) lised in 2015.
The notes on pages 23 to 62 are an integral part of these consolidated fi nancial statements.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 22
Notes to the Financial Statements
For the year ended 31 August 2016
1. Reporting entity
the amounts reported for the current or prior periods:
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 2016 comprise the Company and its subsid-
iaries (together referred to as the “Group” and individually as
“Group en(cid:415) (cid:415) es”).
The majority shareholder is Ventures Africa Limited and the ul-
(cid:415) mate controlling en(cid:415) ty is S Shasha and Associates.
The fi nancial statements were authorised for issue by the Direc-
tors on 27 January 2017.
2. Basis of preparation
STATEMENT OF COMPLIANCE
The consolidated fi nancial statements have been prepared in
accordance with Interna(cid:415) onal Financial Repor(cid:415) ng Standards
(IFRSs) as adopted by the E.U. On publishing the Company
statement of fi nancial posi(cid:415) on here together with the Group fi -
nancial statements, the Company complies with the Isle of Man
Companies Act 2006 under which there is no requirement to
present a company only statement of comprehensive income in
consolidated fi nancial statements.
RESTATEMENT OF COMPARATIVE NUMBERS
During the period, the Group reclassifi ed the net li(cid:415) ga(cid:415) on pro-
ceeds rela(cid:415) ng to its Jet Claims (2015) as a discon(cid:415) nued oper-
a(cid:415) on. The board is of the opinion that the Jet Claims relate to
the Group’s discon(cid:415) nued Air Business, a dis(cid:415) nct business that
was reported on separately and discon(cid:415) nued. Accordingly the
informa(cid:415) on for the prior period has been restated such that
compara(cid:415) ve informa(cid:415) on given in respect of discon(cid:415) nued and
con(cid:415) nuing opera(cid:415) ons is consistent in each period.
ADOPTION OF NEW AND REVISED INTERNATIONAL
FINANCIAL REPORTING STANDARDS (cid:525)“IFRS”(cid:526)
In the current year, the applica(cid:415) on of the following new and
revised standards and interpreta(cid:415) ons issued by the Interna(cid:415) on-
al Accoun(cid:415) ng Standards Board (“IASB”) and the Interna(cid:415) onal
Financial Repor(cid:415) ng Interpreta(cid:415) ons Commi(cid:425) ee (“IFRIC”) of
the IASB became mandatory. The adop(cid:415) on of these new and
revised standards and interpreta(cid:415) ons has not resulted in any
changes to the Company’s accoun(cid:415) ng policies that would aff ect
Various IFRS: Amendments resul(cid:415) ng from Annual Improve-
ments 2010-2012 Cycle (defi ni(cid:415) on of ‘ves(cid:415) ng condi(cid:415) on’) Eff ec-
(cid:415) ve in the EU for annual periods beginning on or a(cid:332) er 1 Febru-
ary 2015.
Amendments resul(cid:415) ng from Annual Improvements 2011-2013
Cycle (scope excep(cid:415) on for joint ventures) Eff ec(cid:415) ve in the EU for
annual periods beginning on or a(cid:332) er 1 January 2015.
IFRS 10 Consolidated Financial Statements: Amendments defer-
ring the eff ec(cid:415) ve date of the September 2014 amendments -
Eff ec(cid:415) ve immediately.
IAS 19 Employee Benefi ts: Amended to clarify the requirements
that relate to how contribu(cid:415) ons from employees or third par-
(cid:415) es that are linked to service should be a(cid:425) ributed to periods
of service - Eff ec(cid:415) ve for annual periods beginning on or a(cid:332) er 1
February 2015.
IAS 28 Investments in Associates and Joint Ventures: Amend-
ments deferring the eff ec(cid:415) ve date of the September 2014
amendments – Eff ec(cid:415) ve immediately.
The following standards, amendments and interpreta(cid:415) ons have
been issued but are not eff ec(cid:415) ve for the period commencing 1
September 2015 and have not been early adopted by the com-
pany.
Various IFRS: Amendments resul(cid:415) ng from September 2014 An-
nual Improvements to IFRSs - Eff ec(cid:415) ve for annual periods begin-
ning on or a(cid:332) er 1 January 2016.
IFRS 7 Financial Instruments: Disclosures: Addi(cid:415) onal hedge ac-
coun(cid:415) ng disclosures (and consequen(cid:415) al amendments) result-
ing from the introduc(cid:415) on of the hedge accoun(cid:415) ng chapter in
IFRS 9 - Applies when IFRS 9 is applied.
IFRS 9 Financial Instruments: Finalised version, incorpora(cid:415) ng
requirements for classifi ca(cid:415) on and measurement, impairment,
general hedge accoun(cid:415) ng and de-recogni(cid:415) on - Eff ec(cid:415) ve for an-
nual periods beginning on or a(cid:332) er 1 January 2018.
IFRS 10 Consolidated Financial Statements: Amendments re-
garding the sale or contribu(cid:415) on of assets between an investor
and its associate or joint venture - deferred indefi nitely (see be-
low).
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 23
Notes to the Financial Statements
For the year ended 31 August 2016
2. Basis of preparation (continued)
BASIS OF MEASUREMENT
ADOPTION OF NEW AND REVISED INTERNATIONAL
FINANCIAL REPORTING STANDARDS (cid:525)“IFRS”(cid:526) (cid:525)CON(cid:487)
TINUED(cid:526)
Amendments regarding the applica(cid:415) on of the consolida(cid:415) on ex-
cep(cid:415) on – Eff ec(cid:415) ve from annual periods beginning on or a(cid:332) er 1
January 2016.
The consolidated fi nancial statements have been prepared on
the historical cost basis except for the following:
•
•
land and buildings measured at revalued amounts.
share-based payments measured at fair value.
FUNCTIONAL AND PRESENTATION CURRENCY
IFRS 11 Joint Arrangements: Amendments regarding the ac-
coun(cid:415) ng for acquisi(cid:415) ons of an interest in a joint opera(cid:415) on - Ef-
fec(cid:415) ve for annual periods beginning on or a(cid:332) er 1 January 2016.
The consolidated fi nancial statements are presented in United
States Dollars, which is the Group’s presenta(cid:415) onal currency and
the Company’s func(cid:415) onal currency.
IFRS 15 Revenue from Contracts with Customers: Original issue
- Applies to an en(cid:415) ty’s fi rst annual IFRS fi nancial statements for
a period beginning on or a(cid:332) er 1 January 2017.
Amendments to defer to the eff ec(cid:415) ve date to 1 January 2018
Eff ec(cid:415) ve from annual periods beginning on or a(cid:332) er 1 January
2018.
Clarifi ca(cid:415) ons to IFRS 15 - Annual periods beginning on or a(cid:332) er
1 January 2018. Currently not yet endorsed for use in the EU.
IFRS 16 Leases: Original Issue - Eff ec(cid:415) ve in annual periods begin-
ning on or a(cid:332) er 1 January 2019.
IAS 1 Presenta(cid:415) on of Financial Statements: Amendments result-
ing from the disclosure ini(cid:415) a(cid:415) ve - Eff ec(cid:415) ve from annual periods
beginning on or a(cid:332) er 1 January 2016.
IAS 7 Statement of Cash Flows: Amendments as result of the
Disclosure ini(cid:415) a(cid:415) ve - Eff ec(cid:415) ve from annual periods beginning
on or a(cid:332) er 1 January 2017.
IAS 12 Income Taxes: Amendments regarding the recogni(cid:415) on of
deferred tax assets for unrealised losses - Eff ec(cid:415) ve from annual
periods beginning on or a(cid:332) er 1 January 2017.
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:
IAS 16 Property, Plant and Equipment: Amendments regarding
the clarifi ca(cid:415) on of acceptable methods of deprecia(cid:415) on and am-
or(cid:415) sa(cid:415) on - Eff ec(cid:415) ve from annual periods beginning on or a(cid:332) er
1 January 2016.
• Note 13 – Goodwill
• Note 12 – Property, plant and equipment
• Note 24 – Provisions
IAS 38 Intangible Assets: Amendments regarding the clarifi ca-
(cid:415) on of acceptable methods of deprecia(cid:415) on and amor(cid:415) sa(cid:415) on -
Eff ec(cid:415) ve in annual periods beginning on or a(cid:332) er 1 January 2016
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 24
Notes to the Financial Statements
For the year ended 31 August 2016
2. Basis of preparation (continued)
USE OF ESTIMATES AND JUDGEMENTS (cid:525)CONTINUED(cid:526)
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.
GOING CONCERN
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 8. In ad-
di(cid:415) on, note 29 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 nan-
cial 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 fi nancial posi(cid:415) on of the Group has
improved signifi cantly as a result of the se(cid:425) lement of the Con-
silium and Nurture Loans. The VAL Loan Conversion, in terms of
which VAL converts £ 1.25 million (approximately $1.55 million)
of its loans into equity, has been agreed subsequent to the end
of the fi nancial year. As a result of the VAL Loan Conversion and
the above debt se(cid:425) lements, group debt will be reduced to $2.9
million from $6.9 million at the end of the previous fi nancial
year. 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.
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 25
Notes to the Financial Statements
For the year ended 31 August 2016
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.
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 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.
If, a(cid:332) er reassessment, the Group’s interest in the net fair value
of the acquiree’s iden(cid:415) fi able assets, liabili(cid:415) es and con(cid:415) ngent
liabili(cid:415) es exceeds the cost of the business combina(cid:415) on, the ex-
cess is recognised immediately in the income statement.
The interest of non-controlling shareholders in the acquiree is
ini(cid:415) ally measured at the non-controlling interests’ propor(cid:415) on
of the net fair value of the assets, liabili(cid:415) es and con(cid:415) ngent lia-
bili(cid:415) es recognised.
(cid:525)B(cid:526) INTANGIBLE ASSETS
GOODWILL
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.
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 26
Notes to the Financial Statements
For the year ended 31 August 2016
3. Signi(cid:976)icant accounting policies (con-
tinued)
etary items, any exchange component of that gain or loss is also
recognised directly in other comprehensive income.
(cid:525)B(cid:526) INTANGIBLE ASSETS (cid:525)CONTINUED(cid:526)
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:-
So(cid:332) ware licences
3-6 years
(cid:525)C(cid:526) FOREIGN CURRENCIES
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
comprehensive income and are transferred to the Group’s for-
eign currency transla(cid:415) on reserve within equity.
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).
(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-
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 account-
ing profi t.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 27
Notes to the Financial Statements
For the year ended 31 August 2016
3. Signi(cid:976)icant accounting policies (con-
tinued)
(cid:525)D(cid:526) TAXATION (cid:525)CONTINUED(cid:526)
Deferred tax liabili(cid:415) es are recognised for taxable temporary dif-
ferences arising on the investments in subsidiaries and associ-
ates, except where the Group is able to control the reversal 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.
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) INVESTMENTS IN SUBSIDIARIES
Investments in subsidiary undertakings are carried at cost with
annual reviews undertaken for impairment.
(cid:525)F(cid:526) OTHER INVESTMENTS
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
Fixtures and fi (cid:427) ngs
2%
10%
15%-25%
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 reclas-
sifi ed as assets held for resale.
Other asset investments are stated at fair value, adjusted for
impairment losses.
(cid:525)H(cid:526) IMPAIRMENT OF ASSETS EXCLUDING GOODWILL
(cid:525)G(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
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 im-
pairment 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
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 28
Notes to the Financial Statements
For the year ended 31 August 2016
3. Signi(cid:976)icant accounting policies (con-
tinued)
and cash equivalents for the purpose of the statement of cash
fl ows.
(cid:525)H(cid:526) IMPAIRMENT OF ASSETS EXCLUDING GOODWILL
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.
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.
(cid:525)CONTINUED(cid:526)
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.
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.
CASH AND CASH EQUIVALENTS
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
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 29
Notes to the Financial Statements
For the year ended 31 August 2016
3. Signi(cid:976)icant accounting policies (con-
tinued)
(cid:525)J(cid:526) INVENTORIES
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.
(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-
(cid:525)N(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-
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)O(cid:526) LEASES
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.
lu(cid:415) on in the computa(cid:415) on of earnings per share.
FINANCE 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.
(cid:525)L(cid:526) INTEREST(cid:487)BEARING BORROWINGS
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.
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
(cid:525)M(cid:526) PROVISIONS
Opera(cid:415) ng lease rentals are charged to the income statement on
a straight line basis over the period of the lease.
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 30
Notes to the Financial Statements
For the year ended 31 August 2016
3. Signi(cid:976)icant accounting policies (con-
tinued)
(cid:525)P(cid:526) EARNINGS/(cid:525)LOSS(cid:526) PER SHARE
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.
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.
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.
Basic earnings/(loss) per share is calculated based on the
weighted average number of ordinary shares outstanding
during the year. Diluted earnings/(loss) per share is based upon
the weighted average number of shares in issue throughout
the year, adjusted for the dilu(cid:415) ve eff ect of poten(cid:415) al ordinary
shares. The only poten(cid:415) al ordinary shares in issue are employee
share op(cid:415) ons.
(cid:525)Q(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)R(cid:526) ASSETS HELD FOR SALE AND DISCONTINUED
OPERATIONS
ASSETS HELD FOR SALE
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.
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 31
Notes to the Financial Statements
For the year ended 31 August 2016
4. Determination of fair values
INVESTMENT PROPERTY
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.
TRADE AND OTHER RECEIVABLES
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.
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.
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.
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
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.
5. Segment reporting
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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 32
Notes to the Financial Statements
For the year ended 31 August 2016
5. Segment reporting (continued)
GEOGRAPHICAL SEGMENTS
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.
• 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
In addi(cid:415) on, the following segments are reported separately as
discon(cid:415) nued opera(cid:415) ons in respect of the 2015 fi nancial year:
net li(cid:415) ga(cid:415) on se(cid:425) lement proceeds rela(cid:415) ng to the Group’s Jet
claims from its discon(cid:415) nued Air Business and the Group’s Hotel
business which was sold in the previous fi nancial year.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 33
Notes to the Financial Statements
For the year ended 31 August 2016
5. Segment reporting (continued)
CONTINUING OPERATIONS
FOR THE YEAR ENDED
31 AUGUST 2016
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)/profi t for the year
EBITDA *
CONTINUING OPERATIONS
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’000
3,192
-
3,192
(2,667)
525
(766)
-
-
(22)
(1)
(264)
1
(2)
-
(265)
(234)
US$’000
US$’000
5,363
(3)
5,360
(295)
5,065
-
-
-
-
-
(3,308)
(1,096)
1
-
(104)
(1)
1,653
15
(265)
(396)
1,007
1,758
-
-
-
-
(1,096)
-
(390)
-
(1,486)
(1,096)
FOR THE YEAR ENDED
31 AUGUST 2015
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
LITIGATION
SETTLEMENT
Revenue
Inter-segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profi t
Opera(cid:415) ng costs
Other opera(cid:415) ng income
Impairment of assets
Deprecia(cid:415) on
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng (loss)/profi t for the year
Finance income
Finance expense
Income tax expense
(Loss)/profi t for the year
EBITDA *
US$’000
5,294
-
5,294
(4,402)
892
(1,852)
-
-
(50)
(1)
(1,011)
1
(9)
-
(1,019)
(954)
US$’000
US$’000
US$’000
5,021
(9)
5,012
(268)
4,744
-
-
-
-
-
(3,525)
(2,000)
7
-
(146)
(11)
1,069
9
(306)
(269)
503
1,226
-
-
18
-
(1,982)
-
(425)
(2)
(2,409)
(2,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
* 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
TOTAL
US$’000
8,555
(3)
8,552
(2,962)
5,590
(5,170)
1
-
(126)
(2)
293
16
(657)
(396)
(744)
428
*Restated
TOTAL
US$’000
10,315
(9)
10,306
(4,670)
5,636
(7,377)
7
-
(178)
(12)
(1,924)
10
(740)
(271)
(2,925)
(1,728)
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 34
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 of assets
Deprecia(cid:415) on
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng profi t/(loss)
Finance income
Finance expense
Income tax credit/(expense)
Profi t/(loss) for the year
EBITDA*
CONTINUING OPERATIONS (cid:525)AS PREVIOUSLY STATED(cid:526)
Notes to the Financial Statements
For the year ended 31 August 2016
HOTELS
US$’000
LITIGATION
SETTLEMENT
US$’000
*Restated
TOTAL
US$’000
276
-
276
(70)
206
-
-
-
-
-
(1,278)
4,752
(1,578)
4,752
-
-
-
-
-
-
276
-
276
(70)
206
(300)
-
-
-
-
(94)
3,474
3,380
-
-
-
(94)
(94)
3,474
3,474
FOR THE YEAR ENDED
31 AUGUST 2015
Revenue
Inter-segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profi t
Opera(cid:415) ng costs
Other opera(cid:415) ng income
Impairment of assets
Deprecia(cid:415) on
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng profi t/(loss) for the year
Finance income
Finance expense
Income tax expense
Profi t/(loss) for the year
EBITDA *
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
LITIGATION
SETTLEMENT
US$’000
US$’000
US$’000
US$’000
5,294
-
5,294
(4,402)
892
(1,852)
-
-
(50)
(1)
(1,011)
1
(9)
-
(1,019)
* (954)
5,021
(9)
5,012
(268)
4,744
-
-
-
-
-
(3,525)
(2,000)
-
-
-
-
-
(1,278)
4,752
-
-
-
-
-
18
-
(1,982)
3,474
-
(425)
(2)
(2,409)
(2,000)
-
-
-
3,474
3,474
7
-
(146)
(11)
1,069
9
(306)
(269)
503
1,226
* Earnings Before Interest, Taxa(cid:415) on, Deprecia(cid:415) on and Amor(cid:415) sa(cid:415) on. Adjusted for deprecia(cid:415) on included in cost of sales
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 35
-
-
-
3,380
3,380
TOTAL
US$’000
10,315
(9)
10,306
(4,670)
5,636
(8,655)
4,759
-
(178)
(12)
1,550
10
(740)
(271)
549
1,746
Notes to the Financial Statements
For the year ended 31 August 2016
5. Segment reporting (continued)
DISCONTINUED OPERATIONS (cid:525)AS PREVIOUSLY STATED(cid:526)
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*
HOTELS
US$’000
AVIATION
US$’000
PRINTING &
PROPS
LITIGATION
SETTLEMENT
US$’000
US$’000
TOTAL
US$’000
276
-
276
(70)
206
(300)
-
-
-
-
-
(94)
-
-
-
(94)
(94)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
276
-
276
(70)
206
(300)
-
-
-
-
-
(94)
-
-
-
(94)
(94)
CONTINUING OPERATIONS (cid:487) SEGMENT ASSET & LIABILITIES
FOR THE YEAR ENDED
31 AUGUST 2016
Segment assets
Segment liabili(cid:415) es
Capital expenditure
FOR THE YEAR ENDED
31 AUGUST 2015
Segment assets
Segment liabili(cid:415) es
Capital expenditure
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
US$’000
1,181
306
17
US$’000
2,122
997
154
HEAD OFFICE
US$’000
2,506
5,020
-
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’000
1,758
641
37
US$’000
US$’000
1,074
2,797
71
3,178
5,490
-
TOTAL
US$’000
5,809
6,323
171
*Restated
TOTAL
US$’000
6,010
8,928
108
* Earnings Before Interest, Taxa(cid:415) on, Deprecia(cid:415) on and Amor(cid:415) sa(cid:415) on. Adjusted for deprecia(cid:415) on included in cost of sales
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 36
Notes to the Financial Statements
For the year ended 31 August 2016
5. Segment reporting (continued)
CONTINUING OPERATIONS (cid:487) SEGMENT ASSET & LIABILITIES (cid:525)AS PREVIOUSLY STATED(cid:526)
FOR THE YEAR ENDED
31 AUGUST 2015
Segment assets
Segment liabili(cid:415) es
Capital expenditure
ASSETS AND LIABILITIES HELD FOR SALE
INDUSTRIAL
CHEMICALS
OUTSOURCE AND
IT SERVICES
HEAD OFFICE
US$’000
1,758
641
37
US$’000
US$’000
1,074
2,797
71
7,930
6,768
-
TOTAL
US$’000
10,762
10,206
108
*Restated
TOTAL
US$’000
-
-
-
4,752
-
4,752
LITIGATION
SETTLEMENT
US$’000
-
-
-
4,752
-
4,752
1,278
1,278
-
-
-
-
1,278
1,278
3,474
3,474
FOR THE YEAR ENDED
31 AUGUST 2015
Property, plant and equipment
Biological assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets held for sale
Trade and other payables
Provisions
Deferred tax liabili(cid:415) es
Total liabili(cid:415) es held for sale
Net assets of disposal groups held for sale
ASSETS AND LIABILITIES HELD FOR SALE (cid:525)AS PREVIOUSLY STATED(cid:526)
No amounts were included in Assets and Liabili(cid:415) es held for sale in the prior year before the reclassifi ca(cid:415) on of the net Li(cid:415) ga(cid:415) on
Se(cid:425) lement proceeds as discon(cid:415) nued opera(cid:415) ons in the curent year, requiring the restatement above.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 37
Notes to the Financial Statements
For the year ended 31 August 2016
6. Group net operating costs
Cost of sales
Administra(cid:415) ve expenses
Net opera(cid:415) ng costs
2016
US$’000
2015
US$’000
2,962
5,162
8,124
4,670
7,397
12,067
Administra(cid:415) ve expenses include management related overheads for opera(cid:415) ons and head offi ce.
NOTE
2016
US$’000
2015
US$’000
Opera(cid:415) ng costs include, inter alia:
Deprecia(cid:415) on of property, plant and equipment
Deprecia(cid:415) on of property plant and equipment in cost of sales
Amor(cid:415) sa(cid:415) on
Opera(cid:415) ng lease rentals:
Land and buildings
Personnel expenses
Gain on investments and subsidiaries disposed of
Auditors remunera(cid:415) on
Fees Payable to the Company Auditors for:
Current year audit of the Group’s fi nancial statements
Prior year audit of the Group’s fi nancial statements
Total audit fees
7. Personnel expenses
7
The aggregate remunera(cid:415) on comprised (including Execu(cid:415) ve Directors):
Wages and salaries
Compulsory social security contribu(cid:415) ons
Total personnel expenses
Of which: Remunera(cid:415) on of Group Execu(cid:415) ve Directors and Key Personnel
Directors’ and key personnels’ emoluments (see note 36)
The average number of employees (including Execu(cid:415) ve Directors) in con(cid:415) nuing opera(cid:415) ons was:
Outsource and IT services
Industrial chemicals
Head Offi ce
Total
125
7
2
191
2,567
94
98
-
98
177
7
12
305
4,052
94
75
4
79
2016
US$’000
2,407
160
2,567
2015
US$’000
3,908
144
4,052
-
755
2016
Number
2015
Number
60
24
3
87
60
25
3
88
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 38
8. Net (cid:976)inance (costs)/income
Recognised in income statement:
Bank interest receivable
Loan interest receivable
Finance income
Bank interest payable
Loan interest payable
Finance costs
Net fi nance costs
9. Taxation
Income tax recognised in the income statement
Current tax expense
Current period
Deferred tax credit
Origina(cid:415) on and reversal of temporary diff erences
Total income tax charge in income statement
RECONCILIATION OF EFFECTIVE TAX RATE
Profi t/(loss) before tax
Income tax using the Zimbabwean corpora(cid:415) on tax rate 25.75% (2015: 25.75%)
Net losses where no group relief is available
Total income tax charge in income statement
DEFERRED TAX
Rela(cid:415) ng to temporary tax diff erences in subsidiaries
Total
Notes to the Financial Statements
For the year ended 31 August 2016
2016
US$’000
2015
US$’000
16
-
16
-
(657)
(657)
(641)
9
1
10
-
(740)
(740)
(730)
2016
US$’000
2015
US$’000
420
(24)
396
273
(2)
271
2016
US$000
2015
US$000
(348)
(90)
486
396
820
211
60
271
2016
US$’000
(24)
(24)
2015
US$’000
(2)
(2)
Corpora(cid:415) on tax is calculated as 25.75% (2015: 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.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 39
Notes to the Financial Statements
For the year ended 31 August 2016
10. Disposals and discontinued operations
The following en(cid:415) (cid:415) es were classifi ed as held for disposal in the previous (2015) fi nancial year:
•
LonZim Hotels Limited and its subsidiaries
The following en(cid:415) (cid:415) es were reclassifi ed as held for disposal in the period under review. As discussed in note 2 and note 5, the com-
para(cid:415) ves for the period ended 31 August 2015 are accordingly restated.
•
Li(cid:415) ga(cid:415) on Se(cid:425) lement proceeds on the Group’s Jet Claims. The Jet Claims relate to the Group’s Air Business, a dis(cid:415) nct busi-
ness that was reported on separately and discon(cid:415) nued.
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 in respect of the 2015 fi nancial year.
CASH FLOWS FROM/(cid:525)USED IN(cid:526) DISCONTINUED OPERATIONS
Net cash generated by/(used in) opera(cid:415) ng ac(cid:415) vi(cid:415) es
Net cash used in inves(cid:415) ng ac(cid:415) vi(cid:415) es
Net cash used in fi nancing ac(cid:415) vi(cid:415) es
Net cash fl ows for the year
Cash and cash equivalents held for sale
ASSETS AND LIABILITIES OF SUBSIDIARY DISPOSED OF DURING THE 2015 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
2016
US$’000
3,474
-
-
3,474
-
*Restated
2015
US$’000
(929)
(55)
(52)
(1,036)
-
HOTELS
US$’000
5,973
69
125
65
6,232
582
127
3,078
3,787
55
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 40
Notes to the Financial Statements
For the year ended 31 August 2016
11. (Loss)/earnings per share
The calcula(cid:415) on of basic and diluted (loss)/earnings per share at 31 August 2016 has been based on the (loss)/profi t 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
2016
EARNINGS
PER SHARE
US$’CENTS
*Restated
2015
EARNINGS
PER SHARE
US$’CENTS
2016
US$’000
*Restated
2015
US$’000
(0.5)
(1,010)
0.1
164
(Loss)/profi t for the purposes of basic (loss)/earnings and dilu(cid:415) ve
per share being net (loss)/profi t a(cid:425) ributable to equity holders of the
parent*
(Loss)/profi t for the purposes of basic (loss)/earnings and dilu(cid:415) ve
per share being net (loss)/profi t a(cid:425) ributable to equity holders of the
parent
- con(cid:415) nuing opera(cid:415) ons
- discon(cid:415) nued opera(cid:415) ons
(0.5)
-
(1,010)
-
(2.3)
2.4
(3,216)
3,380
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
2016
000’S
2015
000’S
141,518
141,518
Actual number of shares outstanding at the end of the period
21
207,920
207,920
*In the current and prior year the eff ect of the share op(cid:415) ons (note 22) 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.
12. Property, plant and equipment
2016 GROUP
Cost or valua(cid:415) on
At 1 September 2015
Addi(cid:415) ons in year
Disposals in year
Balance at 31 August 2016
Accumulated deprecia(cid:415) on
At 1 September 2015
Disposals in year
Deprecia(cid:415) on charge for the year
Balance at 31 August 2016
Carrying amounts
At 31 August 2016
At 31 August 2015
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
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
76
2
(1)
77
(49)
-
(6)
(55)
22
27
580
105
(159)
526
(412)
129
(88)
(371)
155
168
988
62
(10)
1,040
(872)
4
(38)
(906)
134
116
TOTAL
US$’000
3,961
169
(170)
3,960
(1,367)
133
(132)
(1,366)
2,594
2,594
PAGE 41
Notes to the Financial Statements
For the year ended 31 August 2016
12. Property, plant and equipment (continued)
2015 GROUP
Cost or valua(cid:415) on
At 1 September 2014
Addi(cid:415) ons in year
Disposals in year
Balance at 31 August 2015
Accumulated deprecia(cid:415) on
At 1 September 2014
Disposals in year
Deprecia(cid:415) on charge for the year
Balance at 31 August 2015
Carrying amounts
At 31 August 2015
At 31 August 2014
2016 COMPANY
Cost or valua(cid:415) on
At 1 September 2015
Addi(cid:415) ons in year
Disposals in year
Balance at 31 August 2016
Accumulated deprecia(cid:415) on
At 1 September 2015
Addi(cid:415) ons in year
Disposals in year
Deprecia(cid:415) on charge for the year
Balance at 31 August 2016
Carrying amounts
At 31 August 2016
At 31 August 2015
FREEHOLD
LAND &
BUILDINGS
US$’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$’000
TOTAL
US$’000
4,157
88
(284)
3,961
(1,452)
269
(184)
(1,367)
2,594
2,705
TOTAL
US$’000
10
-
-
10
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10
-
-
10
(10)
(10)
-
-
-
-
-
-
(10)
(10)
-
-
-
-
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 42
12. Property, plant and equipment (continued)
Notes to the Financial Statements
For the year ended 31 August 2016
FREEHOLD
LAND &
BUILDINGS
US$’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
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
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 2016. 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 2016 being US$2.3 million (2015:
US$2.3 million). The Directors consider the fair value at the repor(cid:415) ng date to not be materially diff erent from the carrying value.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 43
Notes to the Financial Statements
For the year ended 31 August 2016
13. Goodwill
As at 31 August 2016, the consolidated statement of fi nancial posi(cid:415) on included goodwill of US$717,000 (2015: US$717,000).
Goodwill is allocated to the Group’s cash-genera(cid:415) ng units (“CGUs”), or groups of cash-genera(cid:415) ng units, that are expected to ben-
efi t from the synergies of the business combina(cid:415) on that gave rise to the goodwill as follows:
CASH GENERATING UNIT (cid:904)CGU(cid:905)
ORIGINAL COST
COST AT 1
SEPTEMBER 2015
CARRYING VALUE AT
1 SEPTEMBER 2015
ACCELERATED
WRITE(cid:883)OFF
CARRYING VALUE AT
31 AUGUST 2016
Paynet Limited
Total
US$’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 cash genera(cid:415) on in place at the date of this report and taking factors exis(cid:415) ng at that date into considerra(cid:415) on.
•
•
•
•
•
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 signifi cantly exceed the reported value thereof and that the re-
spec(cid:415) ve book values do not adequately refl ect the value of the Group’s investments and proprietary technologies. The Directors
do not believe any impairment to goodwill is necessary in the current period.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 44
Notes to the Financial Statements
For the year ended 31 August 2016
14. Intangible assets
Payserv so(cid:332) ware licences
Total
AMORTISATION
NET BOOK VAL(cid:883)
UE AT 1
SEPTEMBER
2015
US$’000
ADDITIONS
DISPOSALS
AMORTISATION
US$’000
2
2
40
40
(1)
(1)
(2)
(2)
CLOSING
BALANCE AT 31
AUGUST 2016
US$’000
39
39
ORIGINAL COST
US$’000
1,465
1,465
The amor(cid:415) sa(cid:415) on charge is recognised within opera(cid:415) ng expenses (note 6) in the income statement. The Group tests other intangi-
ble 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
15. Investments in subsidiaries and associates
The Company has investments in the following subsidiaries which principally aff ect the profi ts and/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
2016
100%
100%
100%
100%
100%
100%
-
100%
-
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
100%
2015
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
100%
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 45
Notes to the Financial Statements
For the year ended 31 August 2016
15. Investments in subsidiaries and associates (continued)
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 (including dividends)
Cash and cash equivalents
16. Inventory
Raw materials and consumables
Goods in transit
Finished goods
Total
2016
US$’000
266
(335)
(4)
44
208
1
261
549
(8)
(674)
178
2015
US$’000
291
(235)
65
54
387
16
291
701
(54)
(507)
311
GROUP 2016
GROUP 2015
US$’000
US$’000
192
5
210
407
222
36
503
761
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 46
17. Financial assets at fair value through pro(cid:976)it or loss
Notes to the Financial Statements
For the year ended 31 August 2016
Quoted investments por(cid:414) olio
Total
QUOTED INVESTMENTS PORTFOLIO:
Balance at 1 September
Acquired during the year
Disposed during the year
Loss on fair valua(cid:415) on during the year
At end of the year
GROUP 2016
GROUP 2015
US$’000
US$’000
40
40
50
50
GROUP 2016
GROUP 2015
US$’000
US$’000
50
-
-
(10)
40
66
-
-
(16)
50
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
23.
18. Trade and other receivables
Amounts owed by Group undertakings
Trade receivables
Other receivables
Prepayments and accrued income
Total
No interest is charged on receivables.
GROUP
2016
US$’000
-
898
339
74
1,311
COMPANY
2016
US$’000
6,168
-
206
-
6,374
GROUP
2015
US$’000
-
933
169
139
1,241
COMPANY
2015
US$’000
8,273
-
110
-
8,383
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 2016
PAGE 47
Notes to the Financial Statements
For the year ended 31 August 2016
19. 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
20. Capital and reserves
REVALUATION RESERVE
GROUP
2016
US$’000
COMPANY
2016
US$’000
GROUP
2015
US$’000
COMPANY
2015
US$’000
701
-
701
-
701
-
-
-
-
-
645
-
645
-
645
50
-
50
-
50
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 and 2016, 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 2016
PAGE 48
21. Share capital & share premium
Issued and fully paid
At 1 September 2015
Issued in period
At 31 August 2016
Notes to the Financial Statements
For the year ended 31 August 2016
ORDINARY SHARES
2016
ORDINARY SHARES
2015
NUMBER
US$’000
NUMBER
US$’000
207,920,406
-
207,920,406
34
-
34
99,155,162
108,765,244
207,920,406
18
16
34
No warrants were granted during the current fi nancial year and no warrants are outstanding.
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, or consecu(cid:415) ve 12 month periods, 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 also 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.
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$1,337,000)
6 March 2014 4,133,333 ordinary shares at a price of 7.5p per share (US$508,000).
4 March 2014 28,272,806 ordinary shares at a price of 7.5p per share (US$3,475,000 of which US$ 719,000 related to se(cid:425) le-
ment of expenses and liabili(cid:415) es).
1 Oct 2012
8,615,115 ordinary shares at a price of 10p per share (US$1,400,000).
16 Sep 2011
3,988,439 ordinary shares at a price of 23p per share (US$1,448,000).
10 Dec 2010
17,813,944 ordinary shares at a price of 28p per share net of issue costs of £143,000 (US$7,646,000).
9 Dec 2009
4,255,525 ordinary shares at a price of 27.5p per share net of issue costs of £58,000 (US$1,820,000).
14 Jul 2009
Cost of purchasing and cancelling 4,374,000 shares at 30.5p per share (US$2,174,000).
11 Dec 2007
36,450,000 ordinary shares at a price of 100p per share net of issue costs of £2,753,000 (US$68,659,000).
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 49
Notes to the Financial Statements
For the year ended 31 August 2016
22. 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 £53,000 (US$85,000).
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 ex-
ercise or be deemed to have exercised their op(cid:415) ons prior to the occurrence thereof. 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.
The number and weighted average exercise price of share op(cid:415) ons are as follows:
Outstanding and exercisable at 31 August 2015
Outstanding and exercisable at 31 August 2016
WEIGHTED AVERAGE EXERCISE PRICE
PENCE
30
30
NUMBER OF OPTIONS
1,000,000
500,000
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 in issue.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 50
Notes to the Financial Statements
For the year ended 31 August 2016
23. Loans and borrowings - long term
VAL Loan
Other trade payables
Total
GROUP
2016
US$’000
2,929
36
2,965
COMPANY
2016
US$’000
2,929
-
2,929
GROUP
2015
US$’000
-
45
45
COMPANY
2015
US$’000
-
-
-
The VAL Loan carries interest at 8% per annum retrospec(cid:415) vely from the incep(cid:415) on thereof. It is repayable a(cid:332) er three years on 30
November 2019 with early repayment at the elec(cid:415) on of VAL, from any proceeds realised from a Liquidity Event. A Liquidity Event
shall comprise: a) the sale, whether partly or in full, of Cambria’s investments and/or b) the proceeds realised from the se(cid:425) lement
of or an award of, the Company’s US$ 1.8 million counterclaim against Consilium. The VAL Loan is secured through a pledge and
cession over the Company’s shares in its subsidiaries.
Subsequent to the end of the fi nancial year, the Company announced the VAL Loan Conversion in terms of which VAL agreed to
convert £1.25 million (approximately $1.55 million) of the VAL Loan into 125 million ordinary shares at 1.00p per shares. As a result
of the VAL Loan Conversion, the balance of the VAL Loan has been reduced to $1.38 million.
Other non-current trade payables are in respect of historic Paywell so(cid:332) ware licence fees with the Payserv Group, which could not
be remi(cid:425) ed due to Zimbabwe foreign currency constraints at the (cid:415) me. The amounts due were invested in a listed por(cid:414) olio (see
note 17).
24. Provisions
Provisions
Total
GROUP
2016
US$’000
207
207
COMPANY
2016
US$’000
-
-
GROUP
2015
US$’000
183
183
COMPANY
2015
US$’000
-
-
Provisions at 31 August 2016, are in respect of the maximum Leave Pay and Re(cid:415) rement Gratuity, which may become payable by
individual companies on termina(cid:415) on of employment.
25. Deferred tax liability
RECOGNISED DEFERRED LIABILITY
The following are the major deferred tax liabili(cid:415) es recognised by the Group and movements thereon during the current year.
GROUP
At 1 September
Recognised directly in reserves
Other movements
At 31 August
2016
ACCELERATED TAX
DEPRECIATION
US$’000
2015
TOTAL
US$’000
ACCELERATED TAX
DEPRECIATION
US$’000
177
-
(25)
152
177
-
(25)
152
178
-
(1)
177
TOTAL
US$’000
178
-
(1)
177
Deferred tax assets off set against deferred tax liabili(cid:415) es in the period were US$ nil (2015:US$ nil).
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 51
Notes to the Financial Statements
For the year ended 31 August 2016
26. Loans and borrowings - short term
Consilium Loan
Nurture Loan
VAL Bridging Loan
VAL Short Term Loan
Finance Leases
Total
GROUP
2016
US$’000
COMPANY
2016
US$’000
GROUP
2015
US$’000
-
-
-
-
1,469
1,469
-
-
-
-
4,812
2,000
-
60
5
COMPANY
2015
US$’000
4,812
-
-
-
-
1,469
1,469
6,877
4,812
The Consilium loan carried interest at 8% per annum with eff ect from 1 August 2014 and at 15% per annum before that date. These
loans were secured by a fi xed and fl oa(cid:415) ng charge over the assets of the Group.
The Nurture loan carried interest at 15% per annum and was secured over the shares in Le Har (Private) Ltd (which holds the prop-
erty 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.
The Consilium and Nurture Loans were se(cid:425) led on 3 May 2016 and 21 July 2016, respec(cid:415) vely in accordancy with the terms of the
related loan agreements.
The se(cid:425) lement of the Consilium Loan was funded from the Company’s cash resources (approximately $3.29 million), while the
remainder ($1.78 million) was made available with the assistance of VAL (see VAL Loan under note 23).
The se(cid:425) lement of the Nurture Loan was funded u(cid:415) lising Payserv cash resources and the VAL Bridging Facility. The VAL Bridging
Facility is unsecured and func(cid:415) ons as a line of credit available to Cambria. The interest rate payable on the VAL Bridging Facility
mirrors that of the CABS Loan referred to below.
The Company announced on 18 October 2016 that Payserv’s wholly owned subsidiary, Paynet Zimbabwe Pvt Limited (“Paynet”),
successfully concluded a $1.2 million loan facility agreement with Central Africa Building Society (“CABS Loan”). The CABS Loan
bears interest at 11% per annum, an annual renewal fee of 1%, and is subject to an establishment fee of 2%. The loan is repayable
over 24 months. As security, a mortgage has been registered in favour of CABS over one of two proper(cid:415) es owned by Le Har (Pvt)
Ltd, a wholly owned subsidiary of the Company. The remaining property remains unencumbered.
The CABS Loan will be used by Paynet to repay in part its license fee and loan obliga(cid:415) ons to Payserv. Payserv would in turn use the
funds to se(cid:425) le the remaining por(cid:415) on of the VAL Bridging Facility, if considered appropriate.
27. Trade and other payables
Trade payables
Non trade payables and accrued expenses
Total
Current tax liability
Total
GROUP
2016
US$’000
693
529
1,222
308
1,530
COMPANY
2016
US$’000
472
2,428
2,900
-
2,900
GROUP
2015
US$’000
381
1,065
1,446
200
1,646
COMPANY
2015
US$’000
1,230
1,777
3,007
-
3,007
Trade payables and accruals principally comprise amounts outstanding for trade purchases and on-going costs.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 52
28. Notes to the statement of cash (cid:976)lows
(Loss)/profi t for the year
Amor(cid:415) sa(cid:415) on of intangible assets
Deprecia(cid:415) on of property, plant and equipment
Loss/(Profi t) on sale of property, plant and equipment
Valua(cid:415) on adjustments to inventories, receivables and other assets
Finance income
Finance costs
Increase in provisions
Income tax charge
Opera(cid:415) ng cash fl ows before movements in working capital
Decrease in inventories
Decrease/(Increase) in trade and other receivables
Decrease in trade and other payables
Cash generated from/(used) in opera(cid:415) ons
* All amounts include both con(cid:415) nuing and discon(cid:415) nued opera(cid:415) ons.
Notes to the Financial Statements
For the year ended 31 August 2016
GROUP 2016
US$’000
(744)
2
132
4
1
(16)
657
25
396
457
305
4,623
(1,441)
3,944
GROUP 2015
US$’000
455
12
183
(109)
2
(10)
740
1
271
1,545
624
(4,581)
(178)
(2,590)
29. 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 2016
PAGE 53
Notes to the Financial Statements
For the year ended 31 August 2016
29. Financial instruments (continued)
CREDIT RISK MANAGEMENT
Credit risk refers to the risk that a counterparty will default on its contractual obliga(cid:415) ons resul(cid:415) ng in fi nancial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterpar(cid:415) es and obtaining suffi cient collateral where appro-
priate, as a means of mi(cid:415) ga(cid:415) ng the risk of fi nancial loss from defaults. The Group’s exposure and the credit ra(cid:415) ngs of its counter-
par(cid:415) es are regularly monitored and the aggregate value of transac(cid:415) ons concluded is spread amongst approved counterpar(cid:415) es.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit
evalua(cid:415) on is performed on the fi nancial condi(cid:415) on of accounts receivable and, where appropriate, credit guarantee insurance
cover is purchased. The Group does not have any signifi cant credit risk exposure to any single counterparty or any group of coun-
terpar(cid:415) es having similar characteris(cid:415) cs. The credit risk on liquid funds and deriva(cid:415) ve fi nancial instruments is limited because the
counterpar(cid:415) es are banks with high credit- ra(cid:415) ngs assigned by interna(cid:415) onal credit ra(cid:415) ng agencies.
The carrying amount of fi nancial assets recorded in the fi nancial statements, net of any allowances for losses, represents the
Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained. At the repor(cid:415) ng date,
there were no signifi cant credit risks.
EXPOSURE TO CREDIT RISK
The carrying amount of fi nancial assets represents the maximum credit exposure. Therefore, the Group and Company’s maximum
exposure to credit risk at the repor(cid:415) ng date, being the total of the carrying amount of fi nancial assets, excluding equity invest-
ments is shown in the table below.
Cash and cash equivalents
Trade and other receivables
Amounts owed by group undertakings
Other investments
Total
NOTE
19
18
18
17
GROUP
2016
US$’000
701
1,311
-
40
2,052
COMPANY
2016
US$’000
-
206
6,168
-
6,374
GROUP
2015
US$’000
645
1,241
-
50
1,936
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
2016
US$’000
206
1,846
-
-
2,052
COMPANY
2016
US$’000
206
4,585
1,583
-
6,374
GROUP
2015
US$’000
160
1,673
60
43
1,936
COMPANY
2015
US$’000
50
110
8,273
-
8,433
COMPANY
2015
US$’000
160
8,170
60
43
8,433
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 54
Notes to the Financial Statements
For the year ended 31 August 2016
29. 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 17 US$40,000 (2015: US$50,000)) at the repor(cid:415) ng date by type of counterparty
was:
Trade customers and other receivables
Amounts owed by Group undertakings
Total
GROUP
2016
US$’000
1,311
-
1,311
COMPANY
2016
US$’000
206
6,168
6,374
The ageing of trade and other receivables at the repor(cid:415) ng date was:
COMPANY
2015
US$’000
110
8,273
8,383
GROUP
2015
US$’000
1,241
-
1,241
GROUP
Neither past nor impaired
Past due 1-30 days
Past due 31-60 days
Past due 61-90 days
Past due 91-days +
Other receivables
Total
GROSS
2016
US$’000
IMPAIRMENT
2016
US$’000
TOTAL
2016
US$’000
650
165
52
13
137
412
-
(2)
(4)
(13)
(99)
-
1,429
(118)
650
163
48
-
38
412
1,311
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 2016
PAGE 55
Notes to the Financial Statements
For the year ended 31 August 2016
29. 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 2016
CONTRACTUAL CASH FLOWS 2015
Trade and other payables
Loans and borrowings
Total
CARRYING
AMOUNT
US$’000
1 YEAR OR
LESS
US$’000
1,222
4,809
6,031
1,222
1,645
2,867
2 TO < 5
YEARS
US$’000
-
3,163
3,163
CARRYING
AMOUNT
US$’000
1 YEAR OR
LESS
US$’000
2 TO < 5
YEARS
US$’000
1,446
6,872
8,318
1,446
7,490
8,936
-
-
-
COMPANY
CONTRACTUAL CASH FLOWS 2016
CONTRACTUAL CASH FLOWS 2015
Trade and other payables
Loans and borrowings
Total
CARRYING
AMOUNT
US$’000
1 YEAR OR
LESS
US$’000
2,900
4,809
7,709
2,900
1,645
4,545
2 TO < 5
YEARS
US$’000
-
3,163
3,163
CARRYING
AMOUNT
US$’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
-
-
-
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
2016
REPORTING DATE
SPOT RATE
2016
AVERAGE RATE
2015
REPORTING DATE
SPOT RATE
2015
0.70
0.90
14.79
10.85
666.36
0.76
0.90
14.67
9.52
721.75
0.64
0.86
11.77
7.01
454.29
0.65
0.89
13.31
8.64
556.19
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 56
Notes to the Financial Statements
For the year ended 31 August 2016
29. 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
2016
US$’000
FAIR VALUE
2016
US$’000
701
1,311
40
(1,222)
(4,398)
(3,568)
701
1,311
40
(1,222)
(4,398)
(3,568)
CARRYING AMOUNT
2015
US$’000
FAIR VALUE
2015
US$’000
645
1,241
50
(1,446)
(6,877)
(6,387)
645
1,241
50
(1,446)
(6,877)
(6,387)
CARRYING AMOUNT
2016
US$’000
FAIR VALUE
2016
US$’000
-
6,374
(2,900)
(4,398)
(924)
-
6,374
(2,900)
(4,398)
(924)
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
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 2016
PAGE 57
Notes to the Financial Statements
For the year ended 31 August 2016
29. 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 2016
PAGE 58
30. Operating leases
LEASES AS LESSEE
At the repor(cid:415) ng date, the Group had the following outstanding
annual commitments for future minimum lease payments un-
der non-cancellable opera(cid:415) ng leases:
Notes to the Financial Statements
For the year ended 31 August 2016
32. Statement of comprehensive income
of Cambria Africa Plc
There is no requirement under the Isle of Man Companies Act
2006 to present a company only statement of comprehensive
income. The loss for the year to 31 August 2016 was US$1.54
million (2015: US$5.2 million).
Opera(cid:415) ng lease commitments
US$’000
33. Capital commitments
Payable in next 12 months
Payable in 1 to 5 years
Payable therea(cid:332) er (> 5 years)
Total
64
138
-
202
During the year ended 31 August 2016, US$191,000 (2015:
US$305,000) was recognised as an expense in the income state-
ment in respect of opera(cid:415) ng leases. Opera(cid:415) ng lease payments
represents rentals payable by the Group for certain of its prop-
er(cid:415) es. Leases are nego(cid:415) ated for a minimum term of 1 year and
rentals are fi xed for the period.
31. Finance leases
CREDFIN LOAN
Minimum lease payments
Finance cost
Present value
GROUP 2016
GROUP 2015
US$’000
US$’000
-
-
-
6
(1)
5
The above fi nance lease, measured at amor(cid:415) sed cost was
secured by a fi nance lease agreement in respect of motor vehi-
cles. It was se(cid:425) led during the current fi nancial year and owner-
ship transferred to Paynet Zimbabwe (Pvt) Ltd, a(cid:332) er payment
of the nominal amount. Interest ranged between 28.27% and
25.7% per annum.
The capital commitments at 31 August 2016 totalled US$nil
(2015: US$nil).
34. 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 Company’s subsidiary MillChem Holdings Limited (“MHL”),
has provided guarantees to creditors of C&M to the value of
$592,000. C&M has undertaken to release MHL from these
guarantees and indemnifi ed MHL against any related loss.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 59
Notes to the Financial Statements
For the year ended 31 August 2016
35. Contingent liabilities and assets
CONTINGENT LIABILITIES (cid:487) CONSILIUM DISPUTE
The Company announced on 3 May 2016, that the Board has
given instruc(cid:415) on to eff ect payment in sa(cid:415) sfac(cid:415) on of the sums
owed to Consilium which fell due for payment on that day, in a
total amount of $5.07 million. Of this sum, approximately $3.29
million was paid by Cambria; while the remainder ($1.78 mil-
lion) was made available with the assistance of VAL (see VAL
Loan, note 23).
Despite repaying the loan in full, Consilium on 10 June 2016
amended its original claim to include a claim for all costs and
expenses it incurred in rela(cid:415) on to the above in the amount of
£227,000 which the Company is vigorously defending on advice
from its legal advisers.
The Company announced on 18 July 2016 that it has fi led an
Amended Defence and Counterclaim against Consilium in the
Commercial Court. The Company’s Counterclaims total $1.84
million which have been based on the substan(cid:415) ve losses suf-
fered by the Company as a result of Consilium’s ac(cid:415) ons.
On 20 December 2016, the High Court ordered Cambria to post
security for costs of £380,000 and ordered it to pay costs of
£30,000 to Consilium. The security was paid into court as in-
structed and will be held pending determina(cid:415) on of Cambria’s
counterclaims. The Company’s board was disappointed with
the ruling which was made notwithstanding an opinion by the
company’s auditors, Baker Tilly Isle of Man LLC, that “Cambria
would be able to meet costs of £425,000 should they become
payable.” However, the obliga(cid:415) ons of this ruling have been met
allowing the Company to proceed with its counterclaim against
Consilium.
CONTINGENT LIABILITIES (cid:487) OTHER
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.
36. Related parties
IDENTITY OF RELATED PARTIES
The Group has a related party rela(cid:415) onship with its subsidiaries
(see note 15), 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
there is no requirement for them to be disclosed in this note.
GROUP AND COMPANY
At 31 August 2016, no amounts were due to Directors in respect
of Directors fees, nor had any been paid in the year under re-
view.
VAL is the controlling shareholder of Cambria with a 50.55% in-
terest as at 31 August 2016. Mr Samir Shasha is the ul(cid:415) mate
benefi cial owner of VAL and the CEO and Director of Cambria.
VAL has provided loan funding to Cambria in the form of the
VAL Loan and the VAL Bridging Facility as set out in notes 23 and
26 respec(cid:415) vely. Interest accrued during the period amounted to
US$102,000 in respect of the VAL Loan and $20,000 in respect
of the VAL Bridging Facility.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 60
36. Related parties (continued)
37. Events after the reporting date
Notes to the Financial Statements
For the year ended 31 August 2016
GROUP AND COMPANY (cid:525)CONTINUED(cid:526)
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-
holder of Cambria. Consilium has provided loan funding to the
Group which has been se(cid:425) led. Interest and Fees accrued during
the period amounted to US$268,000 (2015: US$425,000).
TRANSACTIONS WITH SUBSIDIARY ENTITIES WITHIN
THE GROUP
Paynet Zimbabwe (Private) Limited (“Paynet”), a 100% subsid-
iary of the Group provides services including payroll process-
ing, so(cid:332) ware licensing, training and u(cid:415) lity and property sub-
lets to fellow subsidiaries which amounted to US$3,000 (2015:
US$9,000). All charges were at market value, arms length rates.
TRANSACTIONS WITH KEY MANAGEMENT PERSON(cid:487)
NEL
Key management personnel are the holding Company Directors
and execu(cid:415) ve offi cers. None of the current ac(cid:415) ve directors re-
ceived any remunera(cid:415) on during the fi nancial year.
Total remunera(cid:415) on is included in “personnel expenses” (see
note 7).
S Shasha
P Turner
JP Watenphul
DC Pandya
E Wisman
I Perkins
I Mazaiwana
F Jones
R Wells
Total
TOTAL
2016
US$000
TOTAL
2015
US$000
-
-
-
-
-
-
-
-
-
-
-
34
-
-
438
177
32
13
61
755
New CABS Loan
The Company announced on 18 October 2016 that Paynet, suc-
cessfully concluded a $1.2 million loan facility agreement with
Central Africa Building Society (“CABS Loan”). The CABS Loan
bears interest at 11% per annum, an annual renewal fee of 1%,
and is subject to an establishment fee of 2%. The loan is repay-
able over 24 months. As security, a mortgage has been regis-
tered in favour of CABS over one of two proper(cid:415) es owned by Le
Har (Pvt) Ltd, a wholly owned subsidiary of the Company. The
remaining property remains unencumbered.
The CABS Loan will be used by Paynet to repay in part its license
fee and loan obliga(cid:415) ons to Payserv. Payserv would in turn use
the funds to se(cid:425) le the remaining por(cid:415) on of the VAL Bridging
Facility if considered appropriate in the context of the Group’s
working capital requirements.
Consilium dispute
On 20 December 2016, the High Court ordered Cambria to post
security for costs of £380,000 and ordered it to pay costs of
£30,000 to Consilium. The security was paid as ordered and will
be held pending determina(cid:415) on of Cambria’s counterclaims. The
Company’s board was disappointed with the ruling which was
made notwithstanding an opinion by the company’s auditors,
Baker Tilly Isle of Man LLC, that “Cambria would be able to meet
costs of £425,000 should they become payable.” However, the
obliga(cid:415) ons of this ruling have been met allowing the Compa-
ny to proceed with its counterclaim against Consilium (also see
note 35).
VAL Loan Conversion and Open Offer
On 28 November 2016, the Company announced that it has
reached agreement with VAL regarding the conversion into
Cambria ordinary shares of £1.25 million or approximately $1.55
million of its loans to Cambria (“the VAL Loan Conversion”).
The VAL Loan Conversion will signifi cantly strengthen Cambria’s
balance sheet and will further align the interests of its CEO, Mr
Samir Shasha, with that of Cambria shareholders. The price of
the VAL Loan Conversion was set at 1.00p per Cambria share
(“the Conversion Price”), represen(cid:415) ng a premium of 11% to the
10 day volume weighted average price of 0.90p for the 10 days
up to 24 November 2016. VAL will receive 125 million ordinary
shares in Cambria in return for its £1.25 million VAL Loan Con-
version. A(cid:332) er the VAL Loan Conversion, the Company’s total
debt obliga(cid:415) on will fall 34% from $4.4 million to $2.9 million.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 61
Notes to the Financial Statements
For the year ended 31 August 2016
37. Events after the reporting date (con-
tinued)
.
VAL Loan Conversion and Open Offer (contin-
ued)
The Company also extended an Open Off er of up to 125 million
new ordinary shares to the remaining Cambria shareholders on
terms equal to that of the VAL Loan Conversion (“Open Off er”).
The Open Off er is open for acceptance un(cid:415) l Wednesday, 1 Feb-
ruary 2017 (“Open Off er Closing Date”).
Open Off er proceeds will be u(cid:415) lised to fund growth in Cambria’s
core subsidiaries in Zimbabwe.
The shares to be issued in terms of the the VAL Loan Conver-
sion and the Open Off er will be issued following the Open Off er
Closing Date.
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 62
REGISTERED OFFICE AND AGENT
REGISTRARS
Corporate Information
For the year ended 31 August 2016
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
Peregrine Corporate Services Limited
Burleigh Manor
Peel Road
Douglas
Isle of Man
IM1 5EP
Tel: +44 (0) 1624 626586
NOMINATED ADVISOR AND BROKER
WH Ireland Limited
24 Mar(cid:415) n Lane
London
EC4R 0DR
Tel: +44 (0) 20 7220 1666
AUDITORS
Baker Tilly Isle of Man LLC
2a Lord Street
Douglas
Isle of Man
IM99 1HP
T: +44 (0) 1624 693900
CAMBRIA AFRICA PLC FINANCIAL REPORT 2016
PAGE 63
Shareholder Information
For the year ended 31 August 2016
Analysis of ordinary shareholdings as at 13 January 2017
Note: the shareholding analysis has been performed on 13 January 2017 incorpora(cid:415) ng changes since the year end of 31 August
2016
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%
26.4%
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 2016
PAGE 64
Cambria Africa Plc
Burleigh Manor
Peel Road
Douglas IM1 5EP
Tel: +44 (0) 203 287 8814
info@cambriaafrica.com
www.cambriaafrica.com