CAMBRIA AFRICA PLC
ANNUAL REPORT
2018
Committed to relentlessly
increasing shareholder value.
Table of Contents
Results for the year
Chief Executive Officer’s Statement
Directors
Directors’ Responsibilities Statement
Directors’ Report
1 to 3
4 to 9
10
11
12 to 18
Report of the Independent Auditors, Baker Tilly Isle of Man LLC
19 to 21
Consolidated and Company Income Statement
22 to 23
Consolidated and Company Statement of Comprehensive Income
24
Consolidated and Company Statement of Changes in Equity
25 to 26
Consolidated and Company Statement of Financial Position
27
Consolidated and Company Statement of Cash Flows
Notes to the Financial Statements
Corporate information
Shareholder information
28 to 29
30 to 67
68
69
Cambria Africa Plc (AIM: CMB), is an AIM listed investment company holding controlling interests and active management
control in companies well-positioned to benefit from the growth and modernisation of Zimbabwe’s economy. Its wholly
owned operations in Zimbabwe are:
About Cambria Africa Plc:
•
Payserv Africa, a FinTech company with $7.57 million in revenues in FY 2018. Payserv’s Paynet Zimbabwe subsidiary
holds a dominant position in the country’s electronic payments market, facilitating about 40% of all payments
in the country. Paynet has a proven track record of secure transactions with ubiquitous presence in all financial
institutions and Mobile Network Operations (MNO’s). Paynet’s product is used by every government department
and by over 5,500 of the largest private banking customers. Paynet serves over 2.5 million unique final beneficiaries
in Zimbabwe. Paynet also cuts a wide swath in Zimbabwe’s payroll management and consumer loan processing
markets. Payserv is ideally positioned to leverage its existing technology platforms to exploit opportunities which
arise from FinTech disruptions. Payserv intends to introduce innovative payment technologies and distributed
ledger security to increase its penetration in the consumer market which represents 97% of transaction volumes.
• Millchem Zimbabwe is a value-added chemicals distributor with $1.88 million in revenues for FY 2018. The company
is currently focused on ethanol based solvents due to the significant local availability of ethanol. Millchem achieved
its first profit in more than four years following the successful implementation of Cambria’s turnaround program.
The company achieved record audited earnings per share of 0.50 US cents (0.38 p) in FY 2018. This differs by 0.02 cents per
share from the preliminary unaudited results announced by the company on 8 November 2018. The difference is a result
Results for the Year
of the application of an IFRS2: Share Based Payment audit adjustment relating to expensing shares issued to directors and
executives on 22 May 2018.
The Company achieved audited earnings per share of 0.57 US cents (0.44 p) before once-off reorganization costs, an
increase of 159%.
In accordance with International Financial Reporting Standards, the closure of Payserv Zambia in early 2017 has been
treated as discontinued operations. Accordingly, Payserv Zambia’s loss of $153,000 has been excluded from continuing
operations in the comparative FY 2017 results.
FY 2018 RESULTS HIGHLIGHTS:
Group:
12 MONTHS (US$’000)
- Revenue
- Consolidated EBITDA
- Operating cash flows
- Group Profit/(loss) after tax (“PAT”)
- Central costs
- EPS - cents
Excluding non-recurring legal & reorganisation costs:
- EPS - cents
- Consolidated EBITDA
- Central costs
- Group PAT
Divisional:
- Payserv - profit after tax (“PAT”)
- Payserv - EBITDA
- Millchem - EBITDA
1
[ANNUAL REPORT 2018]
2018
9,441
3,459
4,577
1,897
185
0.50
0.57
3,721
185
2,159
2,336
3,320
240
2017
8,598
1,230
421
( 349 )
1,268
( 0.12 )
0.22
2,194
311
608
1,776
2,648
( 143 )
CHANGE
10%
181%
987%
$2,246
( 85% )
0.62c
159%
70%
( 41% )
255%
32%
25%
$382
Group:
•
•
Cambria achieved record Profit after Tax (“PAT”) of $1.90 million for FY 2018, a turnaround of $2.25 million from a loss
of $349,000 in FY 2017 on a 10% increase in consolidated revenues to $9.44 million from $8.60 million in FY 2017.
Earnings Per Share (“EPS”) increased to 0.50 US cents, an increase of 0.62 cents from a loss of 0.12 cents per
share in FY 2017.
– Excluding once-off legal and reorganisation costs, EPS increased 163% to 0.57 US cents from 0.22 cents in FY 2017.
•
Consolidated EBITDA increased 180% to $3.46 million from $1.24 million in FY 2017.
– Excluding once-off legal and reorganisation Costs, Cambria increased its consolidated EBITDA by 70% to $3.72
million from $2.20 million in FY 2017.
•
Cambria’s central costs decreased by 85% to $185,000 from $1.27 million in FY 2017. Excluding legal costs, Cambria’s
central costs decreased by a further 15% to $263,000 from $311,000 in FY 2017. Central costs for FY 2018 include an IFRS
2: Share Based Payment expense of $68,000 relating to the issue of shares to Non-Executive Directors and management
on 22 May 2018. Cambria’s CEO continued to render his services to Cambria without compensation during FY 2018.
• Group interest costs fell 32% to $252,000 after the partial conversion and partial repayment of VAL loans. Consolidated
debt decreased to $619,000 from $3.33 million at the end of FY 2017, of which $205,000 is domiciled in Zimbabwe.
Divisional:
•
Payserv achieved record profit before tax (PBT) of $3.1 million with a:
– 19% increase in revenues to $7.57 million,
– 37% increase in consolidated EBITDA to $3.63 million, before reorganisation costs of $262,000,
– 28% increase in PBT to $3.1 million,
– 32% increase in consolidated PAT to $2.34 million.
• Millchem, at a PAT of $217,000 achieved profitability for the first time in four years with:
– $1.88 million in revenues, a reduction of 16% still reflecting the strategy to focus on a more profitable product
mix. Notably, sales volumes on a like-for-like product basis, have started to increase during FY 2018,
– 29% gross profit margin, a 58% improvement from 18% gross profit margin in FY 2017,
– $383,000 turnaround in EBITDA to $240,000 from a loss of $143,000 in FY 2017,
– $250,000 (45%) reduction in overheads,
– $383,000 turnaround in PAT to $217,000 from a loss of $169,000 in FY 2017.
Before the end of the Financial Year Paynet Zimbabwe (Pvt) Ltd (“Paynet”), a wholly owned subsidiary of Cambria, acquired
a beneficial interest of 7.83% in Radar Holdings Limited (“Radar”), an unlisted public company in Zimbabwe (“the Radar
Radar Acquisition and Subsequent Events:
Acquisition”). The effective date of the Radar Acquisition was 31 August 2018 and has accordingly been included in the Results.
The Radar Acquisition was settled through the subscription by Paynet for 62.84% of the ordinary shares of AF Philip &
Company (Pvt) Ltd (“AF Philip”). AF Philip holds a 15.65% interest in Hinshaw (Pvt) Ltd (“Hinshaw”) which, through its
wholly owned subsidiaries, holds a 79.65% interest in Radar. The total consideration of $1.6 million translated into an
effective price of 40 US cents per Radar share.
Subsequent to the end of the financial year, Paynet deployed $400,000 to acquire an additional 1.15% shareholding in
Radar. The transaction was implemented through the same subscription mechanism described above at an effective
price of 68 US cents per Radar share.
2
[ANNUAL REPORT 2018]
Cambria is in discussions to further increase its shareholding in Radar. Should the opportunity arise, the Company will
rely on the pre-emptive rights of AF Philip to increase its shareholding in Hinshaw which owns 79.65% of Radar shares.
In the opinion of the Board, Radar will be a direct beneficiary of any uptick in the Zimbabwe economy through its regional
monopoly in brick manufacturing and its significant development land holdings. In addition, the Radar investment provides
an attractive hedge against the possible deterioration in the purchasing power of cash and cash-equivalents in Zimbabwe.
The Company updated its shareholders on the impact of shifts in parallel exchange rates in its recent RNS announcements
(6 October 2018 and 8 November 2018). On 12 January, the government of Zimbabwe, recognizing these disparities
Outlook:
in the parallel rate, increased the mandated price of fuel in “local dollars” to $3.31 and $3.14 for petrol and diesel
respectively. Tellingly, they maintained a price of $1.32 and $1.24 when payment is made with US dollars cash or
international credit card – implying the government sees the value of a “real” dollar to be 2.5x the value of local dollars.
The outlook for Direct Foreign Investment (DFI) and balance of payment support for Zimbabwe significantly dimmed
following violent protests and the ensuing clampdown by government forces. Historically, companies that have survived
such seismic shifts in the country’s fortunes have come back stronger and more profitable. Cambria expects to survive
the dislocations created by these events. As some investors turn away, Cambria’s management feels that it will have
an opportunity to capitalize on new opportunities at significantly lower investment costs than before. It is our opinion
that the recent events will push Zimbabwe into closer economic cooperation with South Africa and in turn this will be
a strong basis for a turnaround in the economic and political stability of Zimbabwe – Cambria’s main economic focus.
Payserv Zimbabwe expects to continue to receive funding at 1:1 to the US Dollar to pay license fees and repay loans.
Although it would be reasonable to expect a rise in overhead costs for Payserv and Millchem, the reorganisation
completed by Payserv in FY 2018 should save the company about $400,000 annually in cost-to-company salaries,
allowing it to absorb a significant portion of such an increase.
Millchem expects the new Exchange Control Regulations, allowing it to charge in “real” US dollars, to facilitate the funding
of increased levels of raw material imports, alleviating a significant constraint to its business model over the last two years.
The Company reduced its cash position in Zimbabwe to minimal levels before the start of the current turbulence through
investing its available cash in beneficial ownership of Radar shares. At the date of this announcement, cash resources
outside Zimbabwe (in “real” US dollars) total $1.1 million and the Company continues to be actively considering a
number of investment opportunities.
The impact of these shifts in exchange rates on the Company’s accounting profits are hard to gauge. In some instances it
will exaggerate the Company’s “real dollar” earnings and in some instances overstate its costs. In the main, our earnings
are from fees charged to banks. These fees are fixed in “local” dollars however license fees to the parent company remain
in “real dollars”. We anticipate that the country’s central bank will continue to honour these obligations, stabilizing “real”
earnings, notwithstanding disparities between official and effective rates on accounting revenues and profits. To put
this in perspective, the license fee per transaction stands at 5 US cents payable to Payserv Africa in Mauritius. In FY 2018
Paynet generated license fees for 27.7 million transactions forecasting continued and significant “real” cash flows to our
Mauritius subsidiary. Accounting for 40% of the total value of financial transactions in Zimbabwe, Paynet is a key player
in Zimbabwe’s economy.
3
[ANNUAL REPORT 2018]
I am pleased to report record earnings of 0.50 US cents per share for the year ended 31 August 2018. After the end of our
Chief Executive Officer’s Statement
fiscal year, the government of Zimbabwe introduced a number of economic measures which have created uncertainty
Introduction
and dissipated hopes for increased direct foreign investment and balance of payment support in the near term. Cambria
is well-positioned to weather these uncertainties. As a result of our proactive measures in advance of these events, we
continue to see the glass as half-full.
The Results reflect the first full year without litigation expenses and excludes the unprofitable operations in Zambia
which were discontinued at the end of FY 2017.
•
Cambria achieved record after tax profits of $1.90 million for FY 2018, a turnaround of $2.24 million from a loss of
$349,000 in FY 2017.
•
EPS increased to 0.50 US cents, an increase of 0.62 cents from a loss of 0.12 cents per share in FY 2017.
– Excluding once-off legal and reorganisation costs, EPS increased 159% to 0.57 US cents.
Consolidated EBITDA increased 180% to $3.46 million from $1.24 million in FY 2017.
Cash flow from operating activities increased more than ten-fold to $4.58 million from $421,000 in FY 2017.
Central costs decreased by 41% to a record low of $185,000 from $311,000 in FY 2017.
•
•
•
• Debt levels, finance costs and shareholder equity improved significantly as a result of healthy cash generation and the
successful Open Offer completed in July 2018.
Historical performance - An 8-year history of Consolidated EBITDA, Overheads and Earnings Per Share from FY 2010 to
FY 2018, illustrate the remarkable turnaround in Cambria’s performance:
4
[ANNUAL REPORT 2018]
These charts demonstrate that despite an extraordinary turnaround in earnings to record levels, the share price has not
recovered. The Company has taken a number of steps to improve liquidity and reduce unnecessary uncertainty:
-
Fear of delisting - During the Open Offer, I committed that VAL which holds a majority stake in Cambria, would
not support delisting.
- Misclassification – As a result of the misclassification of Cambria as a “closed end fund” many potential and
current shareholders were precluded by their brokerage firms from trading in Cambria shares. We have taken
active steps to correct this information and we believe the matter has been rectified.
-
-
Liquidity and spread – To help reduce the large bid/ask spread and volatility in the share price, in December
2018 we appointed SVS Securities as joint brokers.
Free float - We hope a recovery in the share price will allow VAL to be diluted, increasing the share’s free float
and liquidity.
Payserv Africa Group
Divisional Review
The Payserv Africa Group achieved record revenues and profits in FY 2018.
PAYSERV AFRICA DIVISIONAL RESULTS (FROM CONTINUING OPERATIONS)
Revenues
(US$ ‘000)
Gross profit
Gross margin
Overheads excluding reorganisation costs
EBITDA before reorganisation costs
Profit before interest and tax
Interest
Profit before tax
Profit after tax
PAT (excluding minority interests)
7,565
2018
6,900
91%
( 3,318 )
3,582
3,132
( 27 )
3,105
2,336
1,986
6,370
2017
5,958
94%
( 3,310 )
2,648
2,499
( 71 )
2,428
1,563
1,311
19%
CHANGE
16 %
( 2% )
( 0.5% )
35%
25%
( 62% )
28%
49%
51%
Payserv’s consolidated EBITDA before reorganisation costs ($262,000) increased by 35% to $3.58 million from $2.65
million in FY 2017. PBT increased by 30% to $3.1 million from $2.4 million and consolidated PAT increased by 49% to
$2.34 million from $1.56 million in FY 2017. This was achieved on the back of a 19% increase in revenues to $7.57 million
from $6.37 million in FY 2017. All these figures exclude the results of the discontinued operations of Payserv Zambia.
Payserv has completed a reorganisation which resulted in once-off costs of $262,000. Resultant annual savings are estimated
at $400,000 which will assist in absorbing expected inflationary pressures on the overhead cost base in Zimbabwe. Any
residual savings will be allocated to developing new FinTech initiatives and improving Payserv’s existing technology.
5
[ANNUAL REPORT 2018]
Paynet Zimbabwe allows government and corporate clients of all banks and Mobile Network Operators (MNO’s) to
electronically pay employees and suppliers throughout Zimbabwe’s financial network. Paynet facilitated 27.7 million
Paynet Zimbabwe
transactions in FY 2018 representing 40% of Zimbabwe’s electronic transactions by value. Paynet branded software is
subscribed to by all government departments, all insurance entities, and 5,500 of the largest corporate entities in Zimbabwe,
reaching over 2.5 million beneficiaries.
Despite this dominant position in the corporate and government sector, Paynet controls only 2% of the total volumes of
electronic transactions in a market which is now dominated by EcoCash, the leading mobile wallet.
Paynet’s ubiquitous bank presence gives it the credibility and opportunity to introduce new products:
•
•
•
Paynet is ideally positioned to create new front-end universal retail products such as mobile payments and P2P chat
payments (through WhatsApp and Telegram etc.).
Creation of net settlement systems and exposure monitoring for banks and central banks.
Sale of ICT products and services to the banking sector and major corporates.
• Developing distributed ledger technologies to enhance transaction security and reduce transaction costs.
• Developing integrated banking biometric KYC systems.
•
•
Creating settlement and payment systems for closed-loop marketing and purchasing groups such as the Tobacco
Marketing and Grain Marketing Boards.
Establishing a foothold as a last-mile service provider to multiple international remittance operations by improving
their distribution channels and value addition.
Autopay is a leading payroll management business offering 1) a full-service Payroll Bureau; 2) Software and licensing of
payroll and HR Products to major corporates and; 3) Online SME payroll processing.
Autopay Zimbabwe
Autopay traded profitably and the process of realigning Autopay’s strategy to increase its penetration into the SME
market resulted in a 19% increase in gross profit on the back of a 5% increase in the number of payslips being processed
to 363,000 from 345,000 in FY 2017. Autopay’s payment bureau, launched in 2017, processed 400,000 transactions, up
almost seven-fold from 59,000 in FY 2017.
The Autopay management team aims to continue building on this success through leveraging its integral relations with
Paynet’s payment services and Tradanet’s loan services.
6
[ANNUAL REPORT 2018]
Tradanet provides customised loan processing and management software for Zimbabwe’s largest Building Society CABS.
It also provides hosted loan management solutions for emerging microfinance entities.
Tradanet (51% owned)
Tradanet’s improvement in loan volumes continued in FY 2018 increasing 8% to $125 million from $116 million in FY
2017. Tradanet’s loan book grew by 46% to $178 million from $122 million at the end of FY 2017. The improvement
is mainly a result of the reinstatement of Credit Partners and the success achieved with Flexicredit, a card-based loan
product, which replaced the CPS loan product (a straight line of credit).
Tradanet also expects to increase its revenues through other new products it has received or is seeking approval from CABS:
•
Flexicredit Hybrid – a product directed at employees of larger publicly held corporates which can be evaluated by
reliance on publicly disclosed information.
•
Insurance Premium Financing.
• Automobile ownership financing.
Payserv Zambia was discontinued in FY 2017. In line with International Financial Reporting Standards, Payserv Zambia’s
performance for FY 2017 is reflected separately as a “discontinued operation” and excluded from the balance of Payserv’s
Payserv Zambia operations discontinued
and Cambria’s continuing operations. Payserv Zambia did not have a material impact on the Results for FY 2018.
Payserv Zimbabwe Divisional Revenues
7
[ANNUAL REPORT 2018]
Millchem Zimbabwe
Revenues
(US$ ‘000)
Gross profit
Gross margin
Overheads
EBITDA
Profit/(loss) after tax
1,876
2018
540
29%
( 300 )
240
217
2,228
2017
407
18%
( 550 )
( 143 )
( 166 )
( 16% )
GROWTH
33%
58%
( 46% )
$383
$386
Millchem has recorded an after-tax profit of $217,000 for FY 2018, its first profit in more than four years. The turnaround
from FY 2017 supports the case for a sustained recovery for Millchem:
•
•
•
•
•
$1.88 million in revenues, a reduction of 16% caused by a focus on a more profitable product mix. Notably, sales
volumes on a like-for-like product basis, have started to increase during FY 2018,
29% gross profit margin, a 58% improvement from 18% gross profit margin in FY 2017,
$383,000 turnaround in EBITDA to $240,000 from a loss of $143,000 in FY 2017,
$250,000 (46%) reduction in overheads,
$386,000 turnaround in PAT to $217,000 from a loss of $169,000 in FY 2017.
Cambria issued 5,000,000 shares to its Non-Executive Directors and management in May 2018. This resulted in an
adjustment to our preliminary results of $68,000 (0.02 US cents per share) in accordance with the provisions of IFRS 2:
Board of Directors and Compensation
Share Based Payments
As the ultimate beneficiary of over 69% of Cambria shares, I continued to serve without compensation during FY 2018.
8
[ANNUAL REPORT 2018]
I have repeatedly expressed my conviction that “Zimbabwe provides the best regional opportunity for successful
investment and growth in the short to medium term”. We are actively pursuing a number of investment opportunities
Radar and FinTech Innovation
aligned with this strategy. One such opportunity was investing in Radar shares. Radar is literally a brick and mortar
company. Radar, a public unlisted company, has a dominant position in the brick market in the nation’s second largest
city and significant real estate holdings.
By investing almost all available cash held in Zimbabwe in this attractive investment, we hedged against the deterioration
of purchasing power of cash equivalents in Zimbabwe. This advantage was borne out by the fact that the last acquisition
cost of shares has risen from 40 US cents equivalent for our first investment of $1.6 million compared to 68 US cents
equivalent for our second investment of $400,000.
In addition to the strategy of increasing our shareholding in Radar, I am focused on creating value through investing
in, and developing a strategy of FinTech Innovation. Our FinTech subsidiary Payserv already holds a leading position in
the electronic payments market. It has a proven track record and ubiquitous presence in all financial institutions and
MNO’s. We are ideally positioned to be in the frontline of the FinTech disruption in Zimbabwe which for all practical
purposes has become a cashless and fully digitized society. I believe however that we have underperformed our true
potential, especially in the consumer market. Our strategic focus in FY 2019 will be to unlock this potential by focusing
on innovation through strategic partnerships.
SAMIR SHASHA
CHIEF EXECUTIVE OFFICER
31 JANUARY 2019
9
[ANNUAL REPORT 2018]
NON-EXECUTIVE CHAIRMAN
Directors
Paul Turner is a Chartered Accountant and past President of the Institute of Chartered Accountants of Zimbabwe. He
Paul Turner, 72
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
operation of businesses in Zimbabwe. Initially appointed to the Cambria board on 1 July 2008, he was appointed as
Chairman on 8 July 2015.
CHIEF EXECUTIVE OFFICER
Samir Shasha started his involvement in Southern Africa with supplying and leasing trucks for the operations of a
Samir Shasha, 58
transport company focused on relief aid. In 1995 he established S. Shasha & Associates in Zimbabwe and introduced
Freightliner Trucks in Southern Africa for the first time. In 2002, S. Shasha & Associates purchased Zimbabwe Online, an
Internet Service Provider in Zimbabwe, and took on the role of CEO until 2006. The company was sold to Liquid Telecom
in 2012. Mr. Shasha received his bachelor’s from Vassar College with Honours 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.
NON-EXECUTIVE DIRECTOR
Josephine Watenphul is a qualified Chartered Accountant (South Africa). She joined the UCS Group Limited (“UCS”), a
Josephine Petra Watenphul, 38
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 position which she held until May 2015.
During her tenure at UCS, which was later renamed Capitaleye Investments upon delisting in October 2011, Josie assisted
in various corporate actions and restructurings. She was appointed to the Cambria board on 17 June 2015.
NON-EXECUTIVE DIRECTOR
Dipak Pandya is a Chartered Accountant and has since March 2009 been the financial controller at Strauss Logistics
Dipak Champaklal Pandya, 60
Limited, a fuel trading and distribution company active in Central and Southern Africa. Prior to this, Dipak was the
financial controller at Playwize Plc, a computer software development company. Dipak was appointed to the Cambria
board on 26 June 2015.
No change to the board of directors has occurred during the financial period under review and up to the date of this report.
Changes to the Board
10
[ANNUAL REPORT 2018]
Directors’ Responsibility Statement in Respect of the Directors’ Report
The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with
applicable laws and regulations. The Directors have elected to prepare the Group and Parent Company financial
and the Financial Statements.
statements in accordance with International Financial Reporting Standards as adopted by the European Union.
The Group and Parent Company financial statements are required to give a true and fair view of the state of affairs of the
Group and Parent Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
•
•
state whether they have been prepared in accordance with International Financial Reporting Standards as adopted
by the European Union; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group
and Parent Company will continue in business.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group
and Parent Company’s transactions and disclose with reasonable accuracy at any time its financial position. 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 irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on
the Company’s website. Legislation governing the preparation and dissemination of financial statements may differ from
one jurisdiction to another.
11
[ANNUAL REPORT 2018]
For the Year Ended 31 August 2018
The Directors of Cambria Africa Plc (the “Company”) and its subsidiaries (together the “Group”) submit their report, together
with the audited financial statements for the year ended 31 August 2018.
Directors’ Report
During the year, the Group was an investment company holding investments in Zimbabwe over which it exercises management control.
Principal activities
The Company’s investment objective is to provide Shareholders with long term capital appreciation.
Investing policy
While the Company does not have a particular sectoral focus, utilising the investment skills of the Directors and their advisors,
the Company seeks to identify individual companies in sectors best positioned to benefit should there be radical improvements
in Zimbabwe’s economy. The Company may make investments in the tourism, accommodation, infrastructure, transport,
commercial and residential property, technology, communications, 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 significant exposure to assets, businesses
or operations within the defined region. The Company will only be able to achieve its investment objective 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 mitigate risk and to avoid concentrating the
portfolio in any single sector.
The Company’s interest in a proposed investment or acquisition may range from a minority position to full ownership. The
Company intends to actively manage the operations of the companies it has invested in. Wherever possible the Company will
seek to achieve Board control or financial control of its portfolio companies. Indigenisation legislation within Zimbabwe may,
however, prevent the Company from acquiring or maintaining a majority control in a Zimbabwean business.
The Directors believe that through their individual and collective experience of investing and managing acquisitions and
disposals in Africa, they have the necessary skills to manage the Company and to source deal flow. 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 financial and legal advisors.
The Company’s investment strategy is dependent upon future radical improvement in the economy of Zimbabwe and
expansion into the immediate region. It is therefore possible that a significant period of time 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 matter of policy with the US Office of Foreign Assets Control and the European Union
Council Regulation (EC) No. 314/2004 regulations.
The Group made a consolidated profit after tax, discontinued operations and minorities of $1,897,000 (FY2017: loss of
$349,000) during the year and this has been set against reserves.
Results
Details of changes to the Company’s share capital and share premium during the financial year are contained in note 21 to
the financial statements.
Share capital
12
[ANNUAL REPORT 2018]
Between 1 September 2017 and 31 August 2018, the share price varied between a closing high of 1.30p and a low of 1.03p
(2017: high of 1.75p and low of 0.60p). At 31 August 2018 the market price of the shares at close of business was 1.03p
Share price performance
(2017:1.10p) whilst on 22 January 2019 the mid-price of the share was 1.00p.
The Directors have been advised of the following shareholdings at 22 January 2019 of holding 2.5 per cent or more of the
Company’s issued share capital:
Substantial shareholdings
Ventures Africa Ltd*
Hargreaves Lansdown (Nominees) LTD
Consilium Investment Management LLC
Russell Investments Group LTD
NUMBER OF
377,000,000
SHARES
24,558,515
16,262,798
14,252,663
PERCENTAGE OF
69.2%
ISSUED CAPITAL
4.5%
3.0%
2.6%
*Ventures Africa Limited is beneficially owned by S Shasha, a director and the CEO of the Company
Biographical details of all Directors as well as the dates of appointment and resignation (if applicable) are set out on page 6.
Directors
The Directors’, who were in office at the beginning and end of the current financial year, had the following interests in the
shares of the Company:
Directors’ share interests
Samir Shasha*
DIRECTORS
Josephine Watenphul
Dipak Pandya
Paul Turner
Total
*Held indirectly through Ventures Africa Limited
AT 31.08.18
377,000,000
NO. OF SHARES
2,500,000
1,000,000
1,000,000
381,500,000
AT 31.08.17
232,000,000
NO. OF SHARES
-
-
-
232,000,000
All of the above interests are recorded in the Company’s Register of Directors’ Share and Debenture Interests. No Director has
a beneficial interest in the shares or debentures of any of the Company’s subsidiary undertakings.
Baker Tilly Isle of Man LLC continues to be the appointed auditors.
Auditors
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company’s Auditors are unaware and each Director has taken all the steps
that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that
the Company’s Auditors are aware of that information.
Details of significant events since the reporting date are contained in note 35 to the financial statements.
Post statement of financial position events
13
[ANNUAL REPORT 2018]
As a listed company traded on the AIM market of the London Stock Exchange (LSE) we recognise the importance of sound
Corporate Governance throughout our Group. It is the Board’s responsibility to ensure that Cambria is managed for the long-
Statement of Compliance with the QCA Corporate Governance Code:
term benefit of all stakeholders, with effective and efficient decision-making. Corporate Governance is an important part of
this, reducing risk and adding value to our investments, shareholders and other stakeholders alike.
In my capacity as Chairman, I have ultimate responsibility for ensuring the Board adopts and implements a recognised
Corporate Governance Code in compliance with the LSE’s recent changes to the AIM Rules requiring all AIM-listed companies
to adopt such a Code. The Board has committed to the adoption of, and working to, the Quoted Companies Alliance (QCA)
Corporate Governance Code 2018.
The Chief Executive Officer (CEO) has responsibility for the implementation of governance throughout our organisation,
commensurate with our size of business and scope of operations.
The QCA Corporate Governance Code 2018 has ten key principles and we set out below how we apply those principles
to our business.
Principle 1: Establish a strategy and business model which promotes
Cambria is a long term active investment company holding investments in Zimbabwe. We currently own two core
subsidiaries, Payserv and Millchem. The Company is one of only a few AIM listed companies which allows investors to
long-term value for shareholders
participate in Zimbabwe’s unique potential.
Our Board is committed to the creation of long-term shareholder value through our investments and being actively involved in
developing investee strategy, optimising their operations and growing their businesses. We adopt a prudent and conservative
investment philosophy, balancing expected returns in the context of identifiable risks.
Our focus on Zimbabwe stems from our belief that the new political environment in Zimbabwe will provide a growing market
for our current investments and opportunities which the management team is uniquely positioned to identify and act on.
Principle 2: Seek to understand and meet shareholder needs and
The Board is committed to maintaining good communications and having constructive dialogue with both its institutional and
private shareholders. Shareholders are kept informed through our public announcements and corporate website.
expectations
The Company website also allows shareholders and prospective shareholders to register for automatic news alerts for
regulatory announcements.
In addition to the above, the Board encourages direct engagement from our shareholders with our most senior Executives,
including our CEO, with his direct contact details provided on our website and all company announcements. This is in line with
our strategy of shortening the communication distance between Executives and Shareholders.
Principle 3: Take into account wider stakeholder and social
The Board recognises that the Company’s continued growth and long-term success are reliant on its relations with its
stakeholders, both internal (employees and shareholders) and external (customers, service providers, suppliers and advisors).
responsibilities and their implications for long-term success.
14
[ANNUAL REPORT 2018]
The Group’s employees are considered key in delivering successful growth and as such the Company fosters an open dialogue
throughout its workforce. The Company endeavours to keep its workforce informed on the Company’s progress.
The Company also maintains regular dialogue with its external stakeholders particularly its clients and customers which help
drive business development. The Company works closely with its advisors to ensure it operates in conformity of its listing and
other regulations in the UK, as well as the social and legal requirements of Zimbabwe. Our clients and customers are our most
important stakeholders and understanding their needs is a crucial element to the growth and long-term success of the Company.
Engaging with our stakeholders strengthens our relationships and helps us make better business decisions to deliver
on our commitments.
Principle 4: Embed effective risk management, considering both
AUDIT, RISK AND INTERNAL CONTROLS
opportunities and threats, throughout the organisation
FINANCIAL CONTROLS
The Company has an established framework of internal financial controls, the effectiveness of which is regularly reviewed by
the Audit Committee and the Board in light of an ongoing assessment of significant risks facing the Company.
•
•
•
The Board is responsible for reviewing and approving overall Company strategy, approving operating and capital
budgets, and for determining the financial structure of the Company including treasury, tax and dividend policy.
The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting
policies and the maintenance of proper internal business, operational and financial controls.
There are comprehensive procedures for budgeting and planning, for monitoring and reporting to the Board
business performance against those budgets, and for forecasting expected performance over the remainder of
the financial period. These cover profits, cash flows, capital expenditure and balance sheets. Monthly results are
reported against budget and compared with the prior year, and forecasts for the current financial year are regularly
revised in light of actual performance.
•
The Company has a consistent system of prior appraisal for investments, overseen by the Board, with defined
financial controls and procedures with which each business area is required to comply.
NON-FINANCIAL CONTROLS
The Board recognises that maintaining sound controls and discipline is critical to managing the downside risks to our strategy.
The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. However,
any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement
or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the
Group. The principal elements of the Group’s internal control system include:
•
Close management of the day-to-day activities of the Group by Executive Management.
• An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-making
and rapid implementation while minimising risks.
• A comprehensive annual budgeting process approved by the Board.
• Detailed monthly reporting of performance against budget.
•
Central control over key areas such as capital expenditure authorisation and banking facilities.
15
[ANNUAL REPORT 2018]
The Group continuously reviews its system of internal control to ensure compliance with best practice, while also having regard to its
size and the resources available. As part of the Group’s review a number of non-financial controls covering areas such as regulatory
compliance, business integrity, health and safety, risk management, business continuity and corporate social responsibility
(including ethical trading, supplier standards, environmental concerns and employment diversity) have been assessed.
Principle 5: Maintaining the Board as a well-functioning, balanced
The Board comprises the CEO and three Non-Executive Directors, including the Non-Executive Chairman. The Board will meet
at least every quarter or at any other time deemed necessary for the good management of the business and at a location
team led by the Chair
agreed between the Board members.
The Non-Executive Directors, Paul Turner, Dipak Pandya and Josie Watenphul, are all considered independent directors
notwithstanding Paul Turner’s length of service and role as Chairman.
The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company
on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their
independent judgement and to challenge all matters, whether strategic or operational.
DIRECTORS’ CONFLICT OF INTEREST
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other
commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where
appropriate, agreed with the rest of the Board.
Principle 6: Ensure that between them the Directors have the
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including
in the areas of fin-tech, information technology, distribution, finance, business development, trading and marketing. All
necessary up-to-date experience, skills and capabilities
Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information
is circulated to the Directors in advance of meetings. The business reports monthly on its subsidiaries’ performance against
their agreed budgets and the Board reviews the monthly reports on performance and any significant variances are reviewed.
The current composition of the Board may be found here:
http://www.cambriaafrica.com/about-us/directors-and-senior-management
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the
Company’s expense.
Principle 7: Evaluate Board performance based on clear and relevant
The Board considers evaluation of its performance and that of its committees and individual directors to be an integral part
of Corporate Governance to ensure it has the necessary skills, experience and abilities to fulfil its responsibilities. The goal
objectives, seeking continuous improvement
of the Board evaluation process is to identify and address opportunities for improving the performance of the board and to
solicit honest, genuine and constructive feedback.
The Board considers the evaluation process is best carried out internally given the Company’s current size.
16
[ANNUAL REPORT 2018]
The internal evaluation process includes the following aspects which are subject to review annually or as required by
circumstances:
a) Board Evaluation
• Board composition in terms of skills, experience and balance
• Board cohesion
• Board operational effectiveness and decision making
• Board meetings conduct and content and quality of information
•
•
The Board’s engagement with shareholders and other stakeholders
The corporate vision and business plan
b) Committee Evaluation
• Board Committees’ composition in terms of skills, experience and balance
• Board Committees’ Terms of Reference
• Board Committees’ effectiveness
Individual Director Evaluation
c)
Executive Director performance in executive role
•
•
Executive Director performance and contribution to the Board
• Non-Executive Director performance and contribution to the Board
• Non-Executive Director’s independence and time served
• All Directors’ attendance at Board and Committee meetings
The Board will, as a whole or in part as appropriate, undertake the evaluation process aided by the Chairman, CEO and Non-
Executive Directors. The Chairman is responsible in ensuring the evaluation process is ‘fit for purpose’, as well as dealing
with matters raised during the process. The Chairman will keep under review the frequency, scope and mechanisms for the
evaluation process and amend the process as required.
Where deficiencies are identified these will be addressed in a constructive manner. The evaluation process will be focused
on the improvement of Board performance through open and constructive dialogue and the development and
implementation of action plans.
Succession planning is a vital task for boards and the management of succession planning represents a key measure of the
effectiveness of the Board and a key responsibility of both the Nominations Committee and wider Board.
Principle 8: Promote a culture that is based on ethical values and
The Board recognises that a corporate culture based on sound ethical values and behaviours is an asset and a likely competitive
advantage. The Board aims to lead by example and do what is in the best interests of the Company.
behaviours
Conducting its business in an ethical, professional and responsible manner, treating our employees, clients, suppliers and
business partners with equal courtesy and respect at all times, are non-negotiables adopted by the Board and visible in the
actions and decisions of the CEO and the rest of the management team. It is a key element in every aspect of the Group’s
businesses, including recruitment, nominations, training and engagement. The Group’s performance and reward system
endorses the desired ethical behaviours across the Company.
17
[ANNUAL REPORT 2018]
Principle 9: Maintain governance structures and processes that are fit
ROLES OF THE BOARD, CHAIRMAN AND CEO.
for purpose and support good decision-making by the Board
The Board is responsible for the long-term success of the Company. The Board is intimately involved in all material decisions
of the Company and its subsidiaries. It is responsible for overall Group and subsidiary strategy; approval of major investments;
approval of the annual and interim results; annual budgets; dividend policy and Board structure. It monitors the exposure to
key business risks and reviews the strategic direction of all subsidiaries, their annual budgets and their performance in relation
to those budgets. There is a clear division of responsibility at the head of the Company. The Chairman is responsible for running
the business of the Board and for ensuring appropriate strategic focus and direction. The CEO is responsible for proposing the
strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company.
The CEO is responsible for formulation of the proposed strategic focus for submission to the Board, the day-to-day management
of the Group’s businesses and its overall trading, operational and financial performance in fulfilment of that strategy, as well
as plans and budgets approved by the Board of Directors. He also manages and oversees key risks, management development
and corporate responsibility programmes. The controls applied in respect of financial and non-financial matters are set out
earlier in this document and the effectiveness of these controls is regularly reported to the Audit Committee and the Board.
BOARD COMMITTEES
The Board is supported by the Audit, Remuneration and Nomination committees. Each committee has access to such
resources, information and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge
its duties. The terms of references of each committee are available at
http://www.cambriaafrica.com/about-us/directors-responsibilities-committees.
Principle 10: Communicate how the Company is governed and is
performing by maintaining a dialogue with shareholders and other
The Board is committed to maintaining good communication and having constructive dialogue with all of its stakeholders, including
shareholders, providing them with access to information to enable them to come to informed decisions about the Company.
relevant stakeholders
The Investor Relations section of the Company’s website provides all required regulatory information as well as additional
information shareholders may find helpful including information on Board Members, Advisors and Significant Shareholdings,
a historical list of the Company’s Announcements, Corporate Governance information, the Company’s publications including
historic Annual Reports and Notices of General Meetings, together with Share Price information and interactive Charting
facilities to assist shareholders analyse performance.
Results of shareholder meetings and details of votes cast will be publicly announced through the regulatory system and displayed on
the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.
ON BEHALF OF THE BOARD.
PAUL TURNER
CHAIRMAN
31 JANUARY 2019
18
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Report of the Independent Auditors
Report of the Independent Auditors, Baker Tilly Isle of Man LLC, to the
members of Cambria Africa Plc
We have audited the financial statements of Cambria Africa Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the
year ended 31 August 2018 which comprise the Consolidated and Company Income Statement, the Consolidated and Company
Opinion
Statement of Comprehensive Income, the Consolidated and Company Statement of Changes in Equity, the Consolidated and
Company Statements of Financial Position, the Consolidated and Company Statement of Cash Flows and notes to the financial
statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in
their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion the financial statements:
•
give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 August 2018, and of
the group’s and parent company’s results for the year then ended; and
•
have been properly prepared in accordance with IFRSs as adopted by the European Union.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
Basis for opinion
statements section of our report. We are independent of the group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you were:
Conclusions relating to going concern
•
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not
appropriate; or
•
the directors have not disclosed in the financial statements any identified material uncertainties that may cast
significant doubt about the group’s or the parent company’s ability to continue to adopt the going concern basis of
accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
The directors are responsible for the other information. The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
Other information
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard
19
[ANNUAL REPORT 2018]
In the light of our knowledge and understanding of the group and the parent company and its environment obtained in the course
of the audit, we have not identified material misstatements in the Chief Executive Officer’s Statement and the directors’ report.
Matters on which we are required to report by exception
As explained more fully in the directors’ responsibilities statement [set out on page 7], the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
Responsibilities of directors
as the directors determine is necessary to enable the preparation of financial statements that are free from material mis-
statement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have
no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
Auditor’s responsibilities for the audit of the financial statements
a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
group’s internal control.
•
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the group’s or the parent company’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the group or the parent company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the group to express an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
20
[ANNUAL REPORT 2018]
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
This report is made solely to the company’s members, as a body, in accordance with the terms of our engagement letter dated
9 January 2018. Our audit work has been undertaken so that we might state to the company’s members those matters we
Use of Our Report
are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted 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.
BAKER TILLY ISLE OF MAN LLC,
CHARTERED ACCOUNTANTS,
P O BOX 95
2A LORD STREET
DOUGLAS
ISLE OF MAN IM99 1HP
31 JANUARY 2019
21
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
For the year ended 31 August 2018
Consolidated Income Statement
Consolidated Income Statement
Revenue
Cost of sales
Gross profit
Operating costs
Other income
Exceptionals
Operating profit
Finance income
Finance costs
Net finance costs
Profit before tax
Income tax
Profit for the period from continuing operations
Discontinued operations
Profit / (loss) for the year from discontinued operations, net of tax
Profit / (loss) for the year
Attributable to:
Owners of the company
Non-controlling Interests
Profit / (loss) for the year
Earnings / (loss) per share - all operations
Basic and diluted earnings / (loss) per share (cents)
Earnings / (loss) per share - continuing operations
Basic and diluted earnings / (loss) per share (cents)
Earnings/ (loss) per share - discontinued operations
Basic and diluted earnings / (loss) per share (cents)
5
NOTE
6
6
8
8
9
5
11
11
11
GROUP 2018 GROUP 2017
TOTAL
8,598
US$’000
( 2,233 )
TOTAL
9,441
US$’000
( 2,001 )
7,440
( 3,997 )
6,365
( 5,307 )
70
( 264 )
3,249
23
( 252 )
( 229 )
3,020
( 776 )
2,244
3
2,247
1,897
350
2,247
23
( 9 )
1,072
15
( 371 )
( 356 )
716
( 660 )
56
( 153 )
( 97 )
( 349 )
252
( 97 )
0.50c
( 0.12c )
0.50c
( 0.07c )
0.00c
( 0.05c )
The notes on pages 30 to 67 are an integral part of these consolidated financial statements.
22
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Company Income Statement
Revenue
Cost of sales
Gross profit
Operating costs
Other income
Exceptionals
Operating loss
Finance income
Finance costs
Net finance costs
Loss before tax
Income tax
Loss for the period from continuing operations
Discontinued operations
Profit /(loss) for the year from discontinued operations, net of tax
Loss for the year
Attributable to:
Owners of the company
Non-controlling interests
Loss for the year
Loss per share - all operations
Basic and diluted loss per share (cents)
Loss per share - continuing operations
Basic and diluted loss per share (cents)
Loss per share - discontinued operations
Basic and diluted loss per share (cents)
COMPANY 2018 COMPANY 2017
TOTAL
-
US$’000
-
TOTAL
-
US$’000
-
-
( 184 )
19
17
( 148 )
-
( 201 )
( 201 )
( 349 )
-
( 349 )
-
( 349 )
( 349 )
-
( 349 )
-
( 1,155 )
-
( 70 )
( 1,225 )
34
( 286 )
( 252 )
( 1,477 )
-
( 1,477 )
-
( 1,477 )
( 1,477 )
-
( 1,477 )
( 0.04c )
( 0.45c )
( 0.04c )
( 0.45c )
0.00c
0.00c
The notes on pages 30 to 67 are an integral part of these consolidated financial statements.
23
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Consolidated & Company Statements of
Comprehensive Income
Consolidated
Profit / (loss) for the year
Other comprehensive income
Items that will not be reclassified to income statement:
Revaluation of property
Related deferred tax adjustment
Foreign currency translation differences for overseas operations
Total comprehensive profit / (loss) for the year
Attributable to:
Owners of the company
Non-controlling interests
Total comprehensive profit / (loss) for the year
Company
Loss for the year
Other comprehensive income
Items that will not be reclassified to income statement:
Foreign currency translation differences for overseas operations
Total comprehensive loss for the year
Attributable to:
Owners of the company
Non-controlling interests
Total comprehensive loss for the year
GROUP 2018 GROUP 2017
( 97 )
US$’000
2,247
US$’000
200
( 36 )
3
2,414
2,064
350
2,414
-
-
1
( 96 )
( 348 )
252
( 96 )
COMPANY 2018 COMPANY 2017
( 1,477 )
US$’000
( 349 )
US$’000
-
( 349 )
-
( 1,477 )
( 349 )
-
( 349 )
( 1,477 )
-
( 1,477 )
The notes on pages 30 to 67 are an integral part of these consolidated financial statements.
24
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Consolidated Statement of Changes
in Equity
ATTRIBUTABLE TO THE OWNERS OF THE COMPANY
Balance at 1 September 2017
Profit for the year
Revaluation of land & buildings
Related deferred tax adjustment
Foreign currency translation
differences for overseas
operations - continuing &
discontinued
Total comprehensive profit
for the year
Contributions by and
distributions to owners of the
Company recognised directly
in equity
Issue of ordinary shares (net
of share issue costs)
NCI on new investment in
A F Philip & Company
Deferred tax adjustment
Transfers between reserves
Dividends paid to minorities
Total contributions by and
distributions to owners of
the Company
Balance at 31 August 2018
Balance at 1 September 2016
(Loss)/profit for the year
Foreign currency translation
differences for overseas operations
Total comprehensive
(loss)/profit for the year
Contributions by and
distributions to owners of the
Company recognised directly
in equity
Issue of ordinary shares (net
of share issue costs)
Expiry of share options
Dividends paid
Total contributions by and
distributions to owners of
the Company
Balance at 31 August 2017
SHARE
CAPITAL
SHARE
PREMIUM
RE-VALUA-
FOREIGN
TION EXCHANGE
RESERVE
RESERVE
SHARE
BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
NDR
TOTAL
NON-CON
TROLLING
INTERESTS
TOTAL
EQUITY
51
994
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
2,247
( 76,558 )
( 10,627 )
85,686
1,905
1,897
1,897
350
438
895
99
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
200
( 36 )
-
164
26
2,773
-
-
-
-
-
-
-
-
26
77
2,773
88,459
-
-
-
-
-
-
602
( 10,645 )
-
-
3
3
-
-
-
( 21 )
-
( 21 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,897
-
-
( 3 )
( 445 )
-
-
-
-
-
200
( 36 )
3
-
-
-
200
( 36 )
3
2,064
350
2,414
-
2,799
-
2,799
-
-
466
-
-
( 3 )
-
-
947
947
-
-
( 3 )
-
( 405 )
( 405 )
( 448 )
466
( 75,109 )
2,371
2,796
5,755
542
991
3,338
6,746
ATTRIBUTABLE TO THE OWNERS OF THE COMPANY
SHARE
CAPITAL
SHARE
PREMIUM
RE-VALUA-
FOREIGN
TION EXCHANGE
RESERVE
RESERVE
SHARE
BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
NDR
TOTAL
NON-CON
TROLLING
INTERESTS
TOTAL
EQUITY
34
( 514 )
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
( 97 )
( 10,628 )
( 76,247 )
83,950
1,900
( 510 )
( 349 )
( 349 )
252
438
( 4 )
43
-
-
-
-
-
-
-
-
-
-
17
1,736
-
-
-
-
17
51
1,736
85,686
-
-
-
-
-
-
1
1
-
-
-
-
-
-
-
( 349 )
-
( 43 )
-
( 5 )
43
-
-
-
5
-
-
1
-
1
( 348 )
252
( 96 )
1,753
-
-
-
-
1,753
-
( 149 )
( 149 )
( 43 )
38
5
1,753
( 149 )
1,604
438
( 10,627 )
-
( 76,558 )
1,905
895
99
994
The notes on pages 30 to 67 are an integral part of these consolidated financial statements.
25
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Company Statement of Changes
in Equity
ATTRIBUTABLE TO THE OWNERS OF THE COMPANY
Balance at 1 September 2017
Loss for the year
Total comprehensive loss
for the year
Contributions by and
distributions to owners of the
Company recognised directly
in equity
Issue of ordinary shares (net
of share issue costs)
Total contributions by and
distributions to owners of
the Company
Balance at 31 August 2018
Balance at 1 September 2016
Loss for the year
Total comprehensive loss
for the year
Contributions by and
distributions to owners of the
Company recognised directly
in equity
Issue of ordinary shares (net
of share issue costs)
Expiry of share options
Total contributions by and
distributions to owners of
the Company
Balance at 31 August 2017
SHARE
CAPITAL
51
US$’000
-
SHARE
PREMIUM
85,686
US$’000
-
-
-
26
26
77
2,773
2,773
88,459
FOREIGN
EXCHANGE
RESERVE
( 13,186 )
US$’000
-
SHARE
BASED
PAYMENT
RESERVE
-
US$’000
-
RETAINED
EARNINGS
( 73,243 )
US$’000
( 349 )
TOTAL
EQUITY
( 692 )
US$’000
( 349 )
-
-
-
( 13,186 )
-
( 349 )
( 349 )
-
-
-
-
-
( 73,592 )
2,799
2,799
1,758
ATTRIBUTABLE TO THE OWNERS OF THE COMPANY
SHARE
CAPITAL
34
US$’000
-
SHARE
PREMIUM
83,950
US$’000
-
-
-
17
-
17
51
1,736
-
1,736
85,686
FOREIGN
EXCHANGE
RESERVE
( 13,186 )
US$’000
-
SHARE
BASED
PAYMENT
RESERVE
43
US$’000
-
RETAINED
EARNINGS
( 71,766 )
US$’000
( 1,477 )
TOTAL
EQUITY
( 925 )
US$’000
( 1,477 )
-
-
-
-
( 13,186 )
-
( 1,477 )
( 1,477 )
-
( 43 )
( 43 )
-
-
-
-
( 73,243 )
1,753
( 43 )
1,710
( 692 )
The notes on pages 30 to 67 are an integral part of these consolidated financial statements.
26
[ANNUAL REPORT 2018]
As at 31 August 2018
Consolidated and Company Statement of
Financial Position
GROUP 2018 COMPANY 2018
US$’000
-
US$’000
2,943
GROUP 2017 COMPANY 2017
US$’000
-
US$’000
2,727
Assets
Property, plant and equipment
Goodwill
Intangible assets
Investments at fair value
Total non-current assets
Inventories
Financial assets at fair value through profit or loss
Trade and other receivables
Cash and cash equivalents
Discontinued operation
Total current assets
Total assets
Equity
Issued share capital
Share premium account
Revaluation reserve
Share based payment reserve
Foreign exchange reserve
Non-distributable reserves
Retained losses
Equity attributable to owners of company
Non-controlling interests
Total equity
Liabilities
Loans and borrowings
Trade and other payables
Provisions
Deferred tax liabilities
Total non-current liabilities
Current tax liabilities
Loans and borrowings
Trade and other payables
Discontinued operation
Total current liabilities
Total liabilities
Total equity and liabilities
NOTES
12
13
14
15
16
17
18
19
5,10
21
21
20
20,22
20
20
23
23
24
25
27
26
27
5,10
717
16
2,546
6,222
243
131
843
3,259
1
4,477
10,699
77
88,459
602
-
( 10,645 )
2,371
( 75,109 )
5,755
991
6,746
-
120
188
223
531
477
619
2,303
23
3,422
3,953
10,699
-
-
-
-
-
-
3,380
758
-
4,138
4,138
77
88,459
-
-
( 13,186 )
-
( 73,592 )
1,758
-
1,758
-
-
-
-
-
-
413
1,967
-
2,380
2,380
4,138
717
27
-
3,471
233
86
1,730
1,045
29
3,123
6,594
51
85,686
438
-
( 10,627 )
1,905
( 76,558 )
895
99
994
-
-
-
-
-
-
4,322
143
-
4,465
4,465
51
85,686
-
-
( 13,186 )
-
( 73,243 )
( 692 )
-
( 692 )
1,770
1,565
79
186
184
2,219
397
1,556
1,374
54
3,381
5,600
6,594
-
-
-
1,565
-
926
2,666
-
3,592
5,157
4,465
These financial statements were approved by the Board of Directors and authorised for issue on 31 January 2019.
They were signed on their behalf by:
MR. S SHASHA
EXECUTIVE DIRECTOR
The notes on pages 30 to 67 are an integral part of these consolidated financial statements.
27
[ANNUAL REPORT 2018]
As at 31 August 2018
Consolidated Statement of Cash Flows
Cash generated from operations
Taxation paid
Cash generated from operating activities
Cash flows from investing activities
Proceeds on disposal of property, plant and equipment
Purchase of property, plant and equipment
Other investing activities
Interest received
Net cash used in investing activities
Cash flows from financing activities
Dividends paid to non-controlling interests
Interest paid
Proceeds from issue of share capital
Loans repaid
Proceeds from drawdown of loans
Net cash (utilised) / generated by financing activities
Net increase 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 attributable to continuing operations
Cash and cash equivalents attributable to discontinued operations
Net cash and cash equivalents at 31 August
28
NOTES
GROUP 2018 GROUP 2017
960
US$’000
( 539 )
5,270
US$’000
( 693 )
4,577
421
36
( 213 )
( 1,600 )
23
( 1,754 )
( 405 )
( 51 )
2,731
( 2,945 )
37
( 633 )
2,190
1,069
-
3,259
3,259
-
3,259
21
( 291 )
( 2 )
15
( 257 )
( 149 )
( 85 )
1,753
( 2,660 )
1,344
203
367
701
1
1,069
1,045
24
1,069
23,26
23,26
19
19
The notes on pages 30 to 67 are an integral part of these consolidated financial statements.
28
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Company Statement of Cash Flows
Cash generated from operations
Taxation paid
Cash generated from operating activities
Cash flows from investing activities
Interest received
Net cash used in investing activities
Cash flows from financing activities
Interest paid
Proceeds from issue of share capital
Loans repaid
Net cash generated/ (utilised) by financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 September
Net cash and cash equivalents at 31 August
Cash and cash equivalents as above comprise the following:
Cash and cash equivalents attributable to continuing operations
Net cash and cash equivalents at 31 August
28
NOTES
23,26
19
19
COMPANY 2018 COMPANY 2017
551
US$’000
-
163
US$’000
-
163
551
-
-
34
34
( 201 )
2,731
( 2,078 )
452
615
143
758
758
758
( 286 )
1,753
( 1,909 )
( 442 )
143
-
143
143
143
The notes on pages 30 to 67 are an integral part of these consolidated financial statements.
29
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
Cambria Africa Plc (the “Company”) is a public limited company listed on the Alternative Investment Market (AIM) and
incorporated in the Isle of Man under the Companies Act 2006. The consolidated financial statements of the Group for the
1. Reporting entity
year ended 31 August 2018 comprise the Company and its subsidiaries (together referred to as the “Group” and individually
as “Group entities”).
The majority shareholder is Ventures Africa Limited, the ultimate controlling entity is S Shasha and Associates and the ultimate
beneficial owner Mr. S Shasha.
The financial statements were authorised for issue by the Directors on 31 January 2019.
STATEMENT OF COMPLIANCE
2. Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the E.U, and the Isle of Man Companies Act 2006.
ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)
STANDARDS ADOPTED IN THE CURRENT PERIOD
In the current year, the Group has adopted revised Standards, Amendments and Interpretations issued by the International
Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB
that were relevant to its operations. The accounting policies adopted are consistent with those of the previous year.
New and revised Standards and Interpretations adopted in this period are summarised as follows:
STANDARD/
IFRS 12
INTERPRETATION
Disclosure of Interests in Other Entities - Amendments resulting from Annual Improvements
2014–2016 Cycle (clarifying scope)
ISSUED
Dec-16
EFFECTIVE DATE
1-Jan-17
IFRS for SME’s
Amendments as the result of the first comprehensive review
Statement of Cash Flows - Amendments as a result of the Disclosure initiative
Dec-15
Jan-16
Income Taxes - Amendments regarding the recognition of deferred tax assets for unrealised losses
Jan-16
IAS 7
IAS 12
1-Jan-17
1-Jan-17
1-Jan-17
30
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
NEW AND AMENDED STANDARDS EFFECTIVE FOR FUTURE PERIODS
Notes to the Financial Statements
The following standards and interpretations were in issue but not yet effective and were not applied in these financial statements.
STANDARD/
IFRS 1
INTERPRETATION
First-time Adoption of IFRS – Amendments resulting from Annual Improvements 2014-2016 Cycle
(removing short-term exemptions)
ISSUED
EFFECTIVE DATE
Share-based Payment - Amendments to clarify the classification and measurement of share-based
payment transactions
Business Combinations - Amendments resulting from Annual Improvements 2015–2017 Cycle
(remeasurement of previously held interest)
Business Combinations – Amendments to clarify the definition of a business
Insurance Contracts - Amendments regarding the interaction of IFRS 4 and IFRS 9
Financial Instruments – Finalised version, incorporating requirements for classification and
measurement, impairment, general hedge accounting and derecognition
Financial Instruments – Amendments regarding the interaction of IFRS 4 and IFRS 9
Financial Instruments - Amendments regarding prepayment features with negative
compensation and modifications of financial liabilities
Joint Arrangements - Amendments resulting from Annual Improvements 2015–2017 Cycle
(remeasurement of previously held interest)
Revenue from Contracts with Customers - Original issue
Dec-16
Jun-16
Dec-17
Oct-18
Sep-16
Jul-14
Sep-16
Oct-17
Dec-17
May-14
Revenue from Contracts with Customers – Amendments to defer the effective date to 1 January 2018
Sep-15
Revenue from Contracts with Customers – Clarifications to IFRS 15
Leases - Original issue
Insurance Contracts - Original issue
Presentation of Financial Statements – Amendments regarding the definition of material
Accounting Policies, Changes in Accounting Estimates and Errors – Amendments regarding the
definition of material
Income Taxes - Amendments resulting from Annual Improvements 2015–2017 Cycle (income tax
consequences of dividends)
Employee benefits – Amendments regarding plan amendments, curtailments or settlements
Borrowing Costs - Amendments resulting from Annual Improvements 2015–2017 Cycle (borrowing
costs eligible for capitalisation)
Investments in Associates and Joint Ventures - Amendments resulting from Annual Improvements
2014-2016 Cycle (clarifying certain fair value measurements)
Investments in Associates and Joint Ventures - Amendments regarding long-term interests in
associates and joint ventures
Apr-16
Jan-16
May-17
Oct-18
Oct-18
Dec-17
Feb-18
Dec-17
Dec-16
Oct-17
IFRS 2
IFRS 3
IFRS 3
IFRS 4
IFRS 9
IFRS 9
IFRS 9
IFRS 11
IFRS 15
IFRS 15
IFRS 15
IFRS 16
IFRS 17
IAS 1
IAS 8
IAS 12
IAS 19
IAS 23
IAS 28
IAS 28
IAS 39
1-Jan-18
1-Jan-18
1-Jan-19
1-Jan-20
1-Jan-18
1-Jan-18
1-Jan-18
1-Jan-19
1-Jan-19
1-Jan-18
1-Jan-18
1-Jan-18
1-Jan-19
1-Jan-21
1-Jan-20
1-Jan-20
1-Jan-19
1-Jan-19
1-Jan-19
1-Jan-18
1-Jan-19
Financial Instruments: Recognition and Measurement - Amendments to permit an entity to elect to
continue to apply the hedge accounting requirements in IAS 39 for a fair value hedge of the interest
rate exposure of a portion of a portfolio of financial assets or financial liabilities when IFRS 9 is applied,
and to extend the fair value option to certain contracts that meet the ‘own use’ scope exception
Nov-13
Applies when
IFRS 9 is applied
IAS 40
Investment Property - Amendments to clarify transfers or property to, or from, investment property Dec-16
1-Jan-18
31
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
BASIS OF MEASUREMENT
Notes to the Financial Statements
The consolidated financial 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
The consolidated financial statements are presented in United States Dollars, which is the Group’s presentational currency
and the Company’s functional currency and all amounts have been rounded to the nearest thousand dollars.
USE OF ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The
estimates and associated assumptions 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 liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future
periods if the revision affects both current and future periods.
Information about critical judgements in applying accounting policies and assumptions and estimation uncertainties that have
the most significant effect on the amounts recognised in the consolidated financial statements is included in the following notes:
• Note 13 – Goodwill
• Note 12 – Property, plant and equipment
• Note 24 – Provisions
By their nature, these estimates and assumptions are subject to an inherent measurement of uncertainty and the effect on
the Group’s financial statements of changes in estimates in future periods could be significant.
GOING CONCERN
The Group’s business activities and financial performance are set out in the Chief Executive’s Review on pages 4 to 9. In
addition, note 29 to the financial statements includes the Group’s objectives, policies and processes for managing its capital;
its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.
The Board has considered the cash flow forecasts for the ensuing 12 months including the maturity profile of its contractual debt
obligations. The financial position of the Group has improved significantly as a result of the Open Offer and VAL Loan Conversion
and positive cashflows. External group debt has reduced to $619,000 from $3,41 million at the end of the previous financial year.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.
32
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
The following accounting policies have been applied consistently by the Group.
3. Significant accounting policies
(A) BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and Group entities 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 affect those returns through its power over the investee. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control commenced until
the date that control ceases.
The interests of non-controlling shareholders is stated at their proportion of the fair values of the assets and liabilities
recognised. 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 deficit balance.
The results of entities acquired or disposed of during the year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of disposal as appropriate. Where necessary, the financial statements
of the subsidiaries are adjusted to conform to the Group’s accounting policies. All intra-group transactions, balances, income
and expenses are eliminated on consolidation.
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the
BUSINESS COMBINATIONS
aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed, and equity instruments issued
by the Group in exchange for control of the acquiree. Acquisition related costs are expensed as incurred unless they relate to
the cost of issuing debt or equity securities. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the
conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date, except for non-current assets
that are classified as held for sale in accordance with IFRS 5, which are recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset at the date that control is assumed (the acquisition date) and initially
measured at cost, being the excess of the cost of the business combination over the Group’s interest in the fair value of the
identifiable assets, liabilities and contingent liabilities recognised.
If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent
liabilities exceeds the cost of the business combination, the excess is recognised immediately in the income statement.
The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling interests’ proportion
of the net fair value of the assets, liabilities and contingent liabilities recognised.
(B) INTANGIBLE ASSETS
Goodwill arising on consolidation is recognised as an asset.
GOODWILL
Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at cost less
accumulated impairment losses. The recoverable amount is estimated at each reporting 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.
33
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
Any impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any
goodwill allocated to cash-generating 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 attributable amount of goodwill is included in the determination of the gain or loss on disposal.
Other intangible assets are measured initially at cost and are amortised on a straight-line basis over their estimated useful
OTHER INTANGIBLE ASSETS
lives. The carrying amount is reduced by any provision for impairment where necessary.
On a business combination, as well as recording separable intangible assets already recognised in the statement of financial
position of the acquired entity at their fair value, identifiable intangible assets that are separable or arise from contractual or
other legal rights are also included in the acquisition statement of financial position at fair value.
Amortisation of intangible assets, disclosed under operating costs in note 6, is charged over their useful economic lives, as follows: -
Software licenses
3 years
(C) FOREIGN CURRENCIES
The individual financial statements of each Group entity are presented in the currency of the primary economic environment
in which it operates (its functional currency).
For the purpose of the consolidated financial statements, the results and financial position of each of the Group entities are
expressed in United States Dollars, which is the functional currency of the Company and the presentational currency for the
consolidated financial statements.
In preparing the financial statements of the individual Group entities, transactions denominated in foreign currencies are translated
into the respective functional currency of the Group entities using the exchange rates prevailing at the dates of transactions.
Non-monetary assets and liabilities are translated at the historic rate. Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at the rates of exchange ruling at the reporting date. Non-monetary
assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional
currency at the exchange rate at the date that the fair value was determined.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included
in the income statement for the year, as either finance income or finance costs depending on whether foreign currency
movements are in a net gain or net loss position.
Exchange differences arising on the retranslation of non-monetary items earned at fair value are included within the income
statement for the period except for differences arising on the retranslation of non-monetary items in respect of which gains,
and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also
recognised directly in other comprehensive income.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations
are translated at exchange rates prevailing at the reporting date. Income and expenses are translated at the average exchange
rates for the period, unless exchange rates fluctuate so as to have a material impact on the financial statements during that
period, in which case the exchange rates at the date of transactions are used.
Exchange differences arising, if any, are recognised in other comprehensive income and are transferred to the Group’s foreign
currency translation reserve within equity.
34
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
(D) TAXATION
Notes to the Financial Statements
The tax expense represents the sum of current and deferred tax.
Current tax is based on taxable profit for the period for the Group. Taxable profit differs from net profit in the income statement
CURRENT TAXATION
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted
or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets
DEFERRED TAXATION
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and
is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the
temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on the investments in subsidiaries and
associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits 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 settled, or the asset is
realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited to
equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are off set when there is a legally enforceable right to set off current tax assets against
current tax liabilities, when they relate to income taxes levied by the same taxation authority and the Group intends to settle
its current tax assets and liabilities on a net basis.
(E) INVESTMENTS IN SUBSIDIARIES
Investments in subsidiary undertakings are carried at cost with annual reviews undertaken for impairment.
(F) OTHER INVESTMENTS
Other asset investments are stated at fair value, adjusted for impairment losses.
(G) PROPERTY, PLANT AND EQUIPMENT
Land and buildings are stated at their revalued amounts, being the fair value at the date of revaluation, less any impairment
losses. Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially from
that which would be determined using fair values at the reporting date.
35
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
Any revaluation increase arising on the revaluation of such assets is credited to the revaluation reserve, except to the extent
that it reverses a revaluation decrease for the same asset previously recognised as an expense, in which case the increase is
credited to the income statement to the extent of the decrease previously charged. A decrease in carrying amount arising on
the revaluation of such asset is charged as an expense to the extent that it exceeds the balance, if any, held in the revaluation
reserve relating to a previous revaluation of that asset. Depreciation on revalued assets is charged to the income statement.
On subsequent sale or retirement of a revalued asset, the attributable revaluation surplus remaining is transferred directly
to retained earnings.
Depreciation is charged straight line so as to write off the cost or valuation of assets, other than land and buildings, over their
estimated useful lives. The annual depreciation rates used for this purpose are:
Freehold buildings
Plant and machinery
Motor vehicles
2%
10%
25%
Fixtures and fittings
10% - 15%
The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in the income statement for the year.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets, or where
shorter, over the relevant lease term. No depreciation is provided on land and buildings.
Property, plant and equipment identified for disposal are reclassified as assets held for resale.
(H) IMPAIRMENT OF ASSETS EXCLUDING GOODWILL
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of any impairment loss. Where the asset does not generate
cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit
to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value and the risks specific to the asset for which the estimates of future cash flows
have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating 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 revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased
to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating 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 revaluation increase.
36
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
(I) FINANCIAL INSTRUMENTS
Notes to the Financial Statements
Non-derivative financial instruments comprise investments in equity, trade and other receivables, cash and cash equivalents,
loans and borrowings and trade and other payables. Financial assets and financial liabilities are recognised in the Group’s
statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Cash and cash equivalents comprise cash in hand and demand deposits and other short term highly liquid investments that
CASH AND CASH EQUIVALENTS
are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Bank overdrafts
that are repayable on demand and form an integral part of the Group’s cash management are included as a component of
cash and cash equivalents for the purpose of the statement of cash flows.
Trade receivables are initially measured at fair value and are subsequently measured at amortised cost using the effective
TRADE RECEIVABLES
interest rate method. Appropriate allowances for estimated recoverable amounts are recognised in profit or loss when there
is objective evidence the asset is impaired.
Trade payables are initially measured at fair value and are subsequently measured at amortised cost using the effective
TRADE PAYABLES
interest rate method.
Financial liabilities are classified according to the substance of the contractual arrangements entered into.
FINANCIAL LIABILITIES
The Board’s objective is to continue to restore and rebuild the group’s capital base to maintain investor, creditor and market
CAPITAL MANAGEMENT
confidence and to sustain future development of the business.
Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges,
BANK BORROWINGS
including premiums payable on settlement or redemption and direct issue costs, are accounted for on an amortised cost basis
to the income statement using the effective interest method and are added to the carrying amount of the instrument to the
extent that they are not settled in the period in which they arise.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
EQUITY INSTRUMENTS
(J) INVENTORIES
Inventories are stated at the lower of cost or net realisable value. Cost comprises direct materials and where applicable direct
expenditure and attributable overheads that have been incurred in bringing the inventories to their present location and
condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be
incurred in marketing, selling and distribution.
37
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
(K) SHARE BASED PAYMENTS
Notes to the Financial Statements
The Group provides benefits to certain senior executives of the Group in the form of share-based payments, whereby
employees render services in exchange for shares or rights over shares (equity-settled transactions). The cost of these equity-
settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using a Black-Scholes model. The dilutive effect, if any, of outstanding
options is reflected as additional share dilution in the computation of earnings per share.
The grant date fair value of options granted to employees is recognised as an employee expense with a corresponding
increase in equity over the period the employees become unconditionally entitled to the options.
(L) INTEREST-BEARING BORROWINGS
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value
being recognised in the income statement over the period of the borrowings on an effective interest basis.
(M) PROVISIONS
A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation
as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If
the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
(N) REVENUE RECOGNITION
Revenue is derived from the sale of goods and services and is measured at the fair value of consideration received or receivable
after deducting discounts, volume rebates, value-added tax and other sales taxes. A sale of goods and services is recognised
when recovery of the consideration is probable, there is no continuing management involvement with the goods and services
and the amount of revenue can be measured reliably.
A sale of goods is recognised when the significant risks and rewards of ownership have passed to the buyer, the associated costs
and possible return of goods can be estimated reliably. This is when title and insurance risk have passed to the customer and the
goods have been delivered to a contractually agreed location. A sale of services is recognised when the service has been rendered.
(O) LEASES
Leases are classified according to the substance of the transaction. A lease that transfers substantially all the risks and rewards
of ownership to the lessee is classified as a finance lease. All other leases are classified as operating leases.
Finance leases are capitalised at their fair value or, if lower, at the present value of the minimum lease payments, each deter-
FINANCE LEASES
mined at the inception of the lease. The corresponding liability is shown as a finance lease obligation to the lessor. Leasing
repayments comprise both a capital and finance element. The finance element is written off to the income statement so as to
produce an approximately constant periodic rate of charge on the outstanding obligations. Such assets are depreciated over
the shorter of their estimated useful lives and the period of the lease.
Operating lease rentals are charged to the income statement on a straight-line basis over the period of the lease.
OPERATING LEASES
38
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
(P) EARNINGS / (LOSS) PER SHARE
Notes to the Financial Statements
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 dilutive effect of potential ordinary shares. The only potential ordinary shares in issue are employee share options.
(Q) SEGMENT REPORTING
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business
segment), or in providing products or services within a particular economic environment (geographical segment), which is
subject to risks and rewards that are different from those of other segments.
(R) ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale or held-for-distribution
ASSETS HELD FOR SALE
if it is highly probable that they will be recovered primarily through sale or distribution rather than through continuing use.
Immediately before classification as held-for-sale or held-for-distribution, the assets, or components of a disposal group, are
remeasured in accordance with the Group’s other accounting policies.
Thereafter, generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value less
costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and
liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee
benefit assets, investment property or biological assets, which continue to be measured in accordance with the Group’s other
accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and
losses on re-measurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.
Once classified as held-for-sale or held-for-distribution, intangible assets and property, plant and equipment are no longer
amortised or depreciated, and any equity-accounted investee is no longer equity accounted.
A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly
DISCONTINUED OPERATIONS
distinguished from the rest of the Group and which:
•
•
•
represents a separate major line of business or geographical area of operations;
is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or
is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs on disposal or when the operation meets the criteria to be classified as
held- for-sale, if earlier.
When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is
represented as if the operation had been discontinued from the start of the comparative year.
39
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and
non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based
4. Determination of fair values
on the following methods. Where applicable, further information about the assumptions made in determining fair values is
disclosed in the notes specific to that asset or liability.
INVENTORIES
The fair value of inventories acquired in a business combination is determined based on the estimated selling price in the
ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the
effort required to complete and sell the inventories.
EQUITY AND DEBT SECURITIES
The fair values of investments for equity and debt securities are determined with reference to their quoted closing bid price
at the measurement date. Subsequent to initial recognition, the fair values of held-to-maturity investments are determined
for disclosure purposes only.
If the market for an equity investment debt instrument or other financial asset that is not active, for example an unlisted investment,
the Group establishes fair value by using generally accepted valuation techniques. These include the use of recent arm’s length
transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and where applicable,
option pricing models making the maximum use of market inputs and relying as little as possible on entity-specific inputs.
TRADE AND OTHER RECEIVABLES
The fair values of trade and other receivables are estimated at the present value of future cash flows, discounted at the
market rate of interest at the measurement date. Short-term receivables with no stated interest rate are measured at the
original invoice amount if the effect of discounting is immaterial. Fair value is determined at initial recognition and, for
disclosure purposes, at each annual reporting date.
PROPERTY, PLANT AND EQUIPMENT
The fair value of property, plant and equipment recognised as a result of a business combination is the estimated amount
for which property could be exchanged on the acquisition date between a willing buyer and a willing seller in an arm’s
length transaction after proper marketing wherein the parties had each acted knowledgeably. The fair value of items of
plant, equipment, fixtures and fittings 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 reflects
adjustments for physical deterioration as well as functional and economic obsolescence.
INVESTMENT PROPERTY
An external independent valuation company having appropriate recognised professional qualifications and recent experience in
the location and category of property being valued, values the Group’s property portfolio. The fair values are based on market
values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer
and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably.
In the absence of current prices in an active market, the valuations are prepared by considering the estimated rental value
of the property. A market yield is applied to the estimated rental value to arrive at the gross property valuation. When actual
rents differ materially from the estimated rental value, adjustments are made to reflect actual rents. Due to the unique nature
of a number of properties within the Group’s portfolio, external valuations are obtained, however the Directors also review
the valuations and may determine the need for impairment for the financial statements given their own knowledge of the
properties and in particular where there has been interest from third parties in purchasing the properties, the Directors may
refer to amounts offered for purchase.
40
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
Segment information is presented in respect of the Group’s business segments based on the Group’s management and internal
reporting structure. The results of the business segments are reviewed regularly by the Group’s CEO to make decisions about
5. Segment reporting
resources to be allocated to the segment and to assess its performance, and for which discrete financial information 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 directly attributable to a segment as well as those that can
be allocated on a reasonable basis. Unallocated items are mainly interest-bearing loans, borrowings and expenses, and
corporate assets and expenses primarily relating to Company’s head office.
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.
GEOGRAPHICAL SEGMENTS
Fintech and industrial chemicals, now operate solely in Zimbabwe. Separate geographical analysis is therefore not presented.
BUSINESS SEGMENTS
For management purposes, continuing operations are organised into three main business segments:
•
•
Fintech - includes payments systems and business process outsourcing and payroll services;
Industrial chemicals - includes the manufacture and distribution of industrial solvents and mining chemicals;
• Head office (or central).
In addition, the following segment is reported separately as a discontinued operation in respect of the 2018 & 2017
financial years: Payserv Zambia Limited, previously in the Fintech segment.
41
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
CONTINUING OPERATIONS – CURRENT PERIOD
5. Segment reporting
Revenue
FOR THE YEAR ENDED 31 AUGUST 2018
Inter-segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profit
Operating costs
Other operating income
Impairment of assets
Depreciation
Amortisation
Operating profit / (loss) for the year
Finance income
Finance expense
Income tax expense
Profit / (loss) for the year
EBITDA *
CONTINUING OPERATIONS – PRIOR PERIOD
Revenue
FOR THE YEAR ENDED 31 AUGUST 2017
Inter-segment revenue
Revenue from external customers
Cost of sales to external customers
Gross profit
Operating costs
Other operating income
Impairment of assets
Depreciation
Amortisation
Operating profit / (loss) for the year
Finance income
Finance expense
Income tax expense
Profit / (loss) for the year
EBITDA *
INDUSTRIAL
CHEMICALS
1,876
US$’000
-
1,876
( 1,336 )
540
( 328 )
45
( 25 )
( 14 )
-
218
-
( 1 )
-
217
240
INDUSTRIAL
CHEMICALS
2,228
US$’000
-
2,228
( 1,821 )
407
( 618 )
-
61
( 17 )
-
( 167 )
3
( 2 )
-
( 166 )
( 150 )
FINTECH
7,565
US$’000
-
7,565
( 665 )
6,900
( 3,539 )
6
-
( 174 )
( 14 )
3,179
23
( 50 )
( 769 )
2,383
3,367
FINTECH
6,373
US$’000
( 3 )
6,370
( 412 )
5,958
( 3,333 )
23
-
( 128 )
( 13 )
2,507
12
( 83 )
( 660 )
1,776
2,648
HEAD
OFFICE
-
US$’000
-
-
-
-
( 185 )
19
18
-
-
( 148 )
-
( 201 )
( 7 )
( 356 )
( 148 )
HEAD
OFFICE
-
US$’000
-
-
-
-
( 1,198 )
-
( 70 )
-
-
( 1,268 )
-
( 286 )
-
( 1,554 )
( 1,268 )
TOTAL
9,441
US$’000
-
9,441
( 2,001 )
7,440
( 4,052 )
70
( 7 )
( 188 )
( 14 )
3,249
23
( 252 )
( 776 )
2,244
3,459
TOTAL
8,601
US$’000
( 3 )
8,598
( 2,233 )
6,365
( 5,149 )
23
( 9 )
( 145 )
( 13 )
1,072
15
( 371 )
( 660 )
56
1,230
* Earnings before Interest, Taxation, Depreciation and Amortisation. Adjusted for depreciation that is included in cost of sales
42
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
DISCONTINUED OPERATIONS – CURRENT PERIOD
5. Segment reporting (continued)
Revenue
FOR THE YEAR ENDED 31 AUGUST 2018
Revenue from external customers
Cost of sales to external customers
Gross profit
Operating costs
Depreciation
Amortisation
Operating loss
Finance income
Finance expense
Recycling of foreign exchange differences
Profit for the year
EBITDA*
DISCONTINUED OPERATIONS – PRIOR PERIOD
Revenue
FOR THE YEAR ENDED 31 AUGUST 2017
Revenue from external customers
Cost of sales to external customers
Gross profit
Operating costs
Depreciation
Amortisation
Operating loss
Finance income
Finance expense
Loss for the year
EBITDA*
FINTECH
-
US$’000
-
TOTAL
-
US$’000
-
-
-
-
-
-
-
-
-
3
3
-
-
-
-
-
-
-
-
-
3
3
-
FINTECH
47
US$’000
47
TOTAL
47
US$’000
47
-
47
( 198 )
( 2 )
-
( 153 )
-
-
( 153 )
( 151 )
-
47
( 198 )
( 2 )
-
( 153 )
-
-
( 153 )
( 151 )
43
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
CONTINUING OPERATIONS - SEGMENT ASSETS & LIABILITIES
5. Segment reporting (continued)
Segment assets
FOR THE YEAR ENDED 31 AUGUST 2018
Segment liabilities
Capital expenditure
Segment assets
FOR THE YEAR ENDED 31 AUGUST 2017
Segment liabilities
Capital expenditure
INDUSTRIAL
CHEMICALS
545
US$’000
95
8
OUTSOURCE
AND IT
SERVICES
6,878
US$’000
3,168
205
INDUSTRIAL
CHEMICALS
776
US$’000
127
1
OUTSOURCE
AND IT
SERVICES
2,788
US$’000
2,050
289
HEAD
OFFICE
3,275
US$’000
667
-
HEAD
OFFICE
3,001
US$’000
3,369
-
TOTAL
10,698
US$’000
3,930
213
TOTAL
6,565
US$’000
5,546
290
ASSETS AND LIABILITIES HELD FOR SALE – CURRENT PERIOD
Property, plant and equipment
FOR THE YEAR ENDED 31 AUGUST 2018
Trade and other receivables
Cash and cash equivalents
Total assets held for sale
Trade and other payables
Provisions
Deferred tax liabilities
Total liabilities held for sale
OUTSOURCE
AND IT SERVICES
1
US$’000
-
TOTAL
1
US$’000
-
-
1
23
-
-
23
-
1
23
-
-
23
Net assets of disposal group held for sale
( 22 )
( 22 )
ASSETS AND LIABILITIES HELD FOR SALE – PRIOR PERIOD
Property, plant and equipment
FOR THE YEAR ENDED 31 AUGUST 2017
Trade and other receivables
Cash and cash equivalents
Total assets held for sale
Trade and other payables
Provisions
Deferred tax liabilities
Total liabilities held for sale
OUTSOURCE
AND IT SERVICES
2
US$’000
3
TOTAL
2
US$’000
3
24
29
50
4
-
54
24
29
50
4
-
54
Net assets of disposal group held for sale
( 25 )
( 25 )
44
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
6. Group net operating costs
Cost of sales
Administrative expenses
Net operating costs
2018
2,001
US$’000
3,997
5,998
2017
2,233
US$’000
5,307
7,540
Administrative expenses include management related overheads for continuing operations and head office.
Operating costs include, inter alia:
Depreciation of property, plant and equipment
Depreciation of property plant and equipment in cost of sales
Amortisation
Operating lease rentals:
Land and buildings
Personnel expenses
Auditors remuneration
Fees Payable to the Group Auditors for:
Current year audit of the Group’s financial statements
NOTE
2018
US$’000
2017
US$’000
187
8
14
134
2,509
146
7
14
136
2,528
42
32
7
The aggregate remuneration comprised (including Executive Directors):
7. Personnel expenses
Wages and salaries
Compulsory social security contributions
Total personnel expenses
2018
2,485
US$’000
24
2,509
2017
2,504
US$’000
24
2,528
A further $262,000 not included above was utilised to implement a staff restructuring exercise during July 2018 at Paynet
Zimbabwe. This process entailed making certain administrative executives redundant resulting in minimum savings of
$400,000 per annum. These savings are being invested in recruiting technical staff and developers to improve Paynet’s
response to its customers’ needs.
Of which: Remuneration of Group Executive Directors
Please see Directors’ emoluments note 33
PENSION FUNDS
The group provides for pensions on the retirement of employees by means of the compulsory Zimbabwean National
Social Security Authority (NSSA) fund and the Cambria Staff Pension fund administered on our behalf by Old Mutual.
Contributions for the year were as follows:
NSSA
Cambria Staff Pension Fund
COMPANY
24
US$’000
98
EMPLOYEES
24
US$’000
98
TOTAL
48
US$’000
196
45
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
The average number of employees (including Executive Directors) in continuing operations was:
Notes to the Financial Statements
Outsource and IT services
Industrial chemicals
Head Office
Total
8. Net finance costs
Recognised in income statement:
Bank interest receivable
Finance income
Bank interest payable
Loan interest payable
Finance costs
Net finance costs
9. Taxation
Income tax recognised in the income statement
Current tax expense
Current period
Deferred tax expense
Origination and reversal of temporary differences
Total income tax charge in income statement
RECONCILIATION OF EFFECTIVE TAX RATE
Profit before tax
Income tax using the Zimbabwean corporation tax rate of 25.75% (2017: 25.75%)
Net losses where no group relief is available
Total income tax charge in income statement
DEFERRED TAX
Relating to temporary tax differences in subsidiaries
Total
2018
73
NUMBER
10
2017
74
NUMBER
16
2
85
3
93
2018
US$’000
23
2017
US$’000
15
23
( 1 )
( 251 )
( 252 )
( 229 )
15
-
( 371 )
( 371 )
( 356 )
2018
2017
US$’000
US$’000
773
3
776
628
32
660
2018
3,020
US$’000
2017
716
US$’000
778
( 2 )
776
184
476
660
2018
3
US$’000
3
2017
32
US$’000
32
Corporation tax for Zimbabwean entities is calculated at 25.75% (2017: 25.75%) of the estimated assessable profit for
the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
Deferred tax assets are only recognised to the extent that there are available & offsetting deferred tax liabilities, unless
the entity is reasonably assured of earning sufficient future profits to offset against any future tax liabilities.
46
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
The following entity was reclassified as held for disposal in the previous year financial year, as discussed in note 3 and note 5.
10. Disposals and discontinued operations
Payserv Zambia Limited, a subsidiary of Payserv Africa Limited
•
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities
Net cash used in investing activities
Net cash generated from financing activities
Net cash flows for the year
Cash and cash equivalents held for sale
ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS:
Property, plant and equipment
Trade and other receivables
Total assets of discontinued subsidiary
Trade and other payables
Provisions
Total liabilities of discontinued subsidiary
Cash and cash equivalents
OUTSOURCE
OUTSOURCE
AND IT SERVICES AND IT SERVICES
2017
( 55 )
US$’000
( 1 )
2018
( 24 )
US$’000
-
-
( 24 )
-
77
21
24
OUTSOURCE
OUTSOURCE
AND IT SERVICES AND IT SERVICES
2017
2
US$’000
3
2018
1
US$’000
-
1
23
-
23
-
5
50
4
54
24
The calculation of basic and diluted earnings per share at 31 August 2018 has been based on the earnings or (loss) attributable to
ordinary shareholders for continuing and discontinued operations at the weighted average of ordinary shares outstanding during
11. Earnings / (loss) per share
the period as detailed in the table below:
EARNINGS / (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
Earnings / (loss) for the purposes of basic earnings / (loss) and dilutive per
share being net earnings / (loss) attributable to equity holders of the parent
- continuing operations
- discontinued operations
2018
EARNINGS
PER SHARE
US$’CENTS
0.50
0.50
0.00
2017
EARNINGS
PER SHARE
US$’CENTS
( 0.12 )
( 0.07 )
( 0.05 )
2018
US$’000
1,897
1,894
3
2017
US$’000
( 349 )
( 196 )
( 153 )
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Weighted average number of ordinary shares for the purposes of calculating
basic and dilutive earnings / (loss) per share
Actual number of shares outstanding at the end of the period
NOTE
21
2018
000’S
379,486
544,576
2017
000’S
281,275
348,839
47
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
2018 GROUP
12. Property, plant and equipment
FREEHOLD
LAND &
BUILDINGS
US$’000
2,317
At 1 September 2017
Cost or valuation
Additions in year
Revaluations
Disposals in year
Balance at 31 August 2018
Accumulated depreciation
At 1 September 2017
Disposals in year
Depreciation charge for the year
Balance at 31 August 2018
Carrying amounts
At 31 August 2018
At 31 August 2017
2017 GROUP
Cost or valuation
At 1 September 2016
Additions in year
Disposals in year
Balance at 31 August 2017
Accumulated depreciation
At 1 September 2016
Disposals in year
Depreciation charge for the year
Balance at 31 August 2017
Carrying amounts
At 31 August 2017
At 31 August 2016
PLANT &
MACHINERY
US$’000
77
MOTOR
VEHICLES
US$’000
686
FURNITURE
FIXTURES &
FITTINGS
US$’000
1,075
8
-
( 5 )
80
( 61 )
2
( 6 )
( 65 )
15
16
2
-
( 97 )
591
( 392 )
98
( 104 )
( 398 )
193
294
203
-
-
1,278
( 941 )
-
( 85 )
( 1,026 )
252
134
-
200
-
2,517
( 34 )
-
-
( 34 )
2,483
2,283
FREEHOLD
LAND &
BUILDINGS
US$’000
2,317
PLANT &
MACHINERY
US$’000
76
MOTOR
VEHICLES
US$’000
526
FURNITURE
FIXTURES &
FITTINGS
US$’000
1,032
-
-
2,317
( 34 )
-
-
( 34 )
2,283
2,283
1
-
77
( 55 )
-
( 6 )
( 61 )
16
21
247
( 87 )
686
( 371 )
85
( 106 )
( 392 )
294
155
43
-
1,075
( 900 )
-
( 41 )
( 941 )
134
132
TOTAL
US$’000
4,155
213
200
( 102 )
4,466
( 1,428 )
100
( 195 )
( 1,523 )
2,943
2,727
TOTAL
US$’000
3,951
291
( 87 )
4,155
( 1,360 )
85
( 153 )
( 1,428 )
2,727
2,591
48
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
2018 COMPANY
12. Property, plant and equipment (continued)
FREEHOLD
LAND &
BUILDINGS
US$’000
-
PLANT &
MACHINERY
US$’000
-
MOTOR
VEHICLES
US$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
FREEHOLD
LAND &
BUILDINGS
US$’000
-
PLANT &
MACHINERY
US$’000
-
MOTOR
VEHICLES
US$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
FURNITURE
FIXTURES &
FITTINGS
US$’000
10
-
-
10
TOTAL
US$’000
10
-
-
10
( 10 )
( 10 )
-
-
-
-
-
-
( 10 )
( 10 )
-
-
-
-
FURNITURE
FIXTURES &
FITTINGS
US$’000
10
-
-
10
TOTAL
US$’000
10
-
-
10
( 10 )
( 10 )
-
-
-
-
-
-
( 10 )
( 10 )
-
-
-
-
Cost or valuation
At 1 September 2017
Additions in year
Disposals in year
Balance at 31 August 2018
Accumulated depreciation
At 1 September 2017
Additions in year
Disposals in year
Depreciation charge for the year
Balance at 31 August 2018
Carrying amounts
At 31 August 2018
At 31 August 2017
2017 COMPANY
Cost or valuation
At 1 September 2016
Additions in year
Disposals in year
Balance at 31 August 2017
Accumulated depreciation
At 1 September 2016
Additions in year
Disposals in year
Depreciation charge for the year
Balance at 31 August 2017
Carrying amounts
At 31 August 2017
At 31 August 2016
VALUATIONS
An external, professional and independent valuer with appropriate and recognised qualifications, Hollands Estate Agents
LE HAR (PRIVATE) LIMITED – PROPERTY
Harare (‘Hollands’) carried out a valuation of the freehold land and buildings as at 31 August 2018 with reference to
observed market evidence. The directors having considered the Hollands report consider this value to be an accurate
reflection of the fair value at 31 August 2018 being US$2,50 million (2017: US$2,30 million).
49
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
As at 31 August 2018, the consolidated statement of financial position included goodwill of US$717,000 (2017:
13. Goodwill
US$717,000). Goodwill is allocated to the Group’s cash-generating units (“CGUs”), or groups of cash-generating units,
that are expected to benefit from the synergies of the business combination that gave rise to the goodwill as follows:
Payserv Africa Limited
Total
COST AT
CARRYING
VALUE AT
ORIGINAL 1 SEPTEMBER 1 SEPTEMBER ACCELERATED
WRITE-OFF
-
US$’000
-
2017
717
US$’000
717
2017
717
US$’000
717
COST
717
US$’000
717
CARRYING
VALUE AT
31 AUGUST
2018
717
US$’000
717
ESTIMATES AND JUDGEMENTS
The following assumptions are held in the assessment on the impairment or otherwise of goodwill:
a. Growth rates are based on a range of growth rates that reflect 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 generation in place at the date of this report and taking factors existing at that date into
consideration.
b. The key assumptions on which the cash flow projections for the most recent forecast are based relate to discount
rates, growth rates, expected changes in selling prices and direct costs.
c. The cash flow projections have been discounted using rates based on the Group’s pre-tax weighted average cost of
capital. The rate used was 15%.
d. The growth rates applied in the value-in-use calculations for goodwill allocated to each of the CGUs or groups of
CGUs that is significant to the total carrying amount of goodwill were in a range between 0% and 5%.
e. Changes in selling price and direct costs are based on past results and expectations of future changes in the market.
In respect of the value-in-use calculations, cash flows have been considered for both the conservative and the full
f.
forecast potential of future cash-flows with no impact to the valuation of goodwill.
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
IMPAIRMENT LOSS
The Directors believe that the value of the Group’s investments significantly exceeds the reported value thereof and that
the respective book values do not adequately reflect 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.
50
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
14.
Intangible assets
Payserv software licenses
Total
AMORTISATION
ORIGINAL
COST
1,538
US$’000
1,538
NET BOOK
VALUE AT
1 SEPTEMBER
2017
27
US$’000
27
ADDITIONS
3
US$’000
3
DISPOSALS AMORTISATION
( 14 )
US$’000
( 14 )
-
US$’000
-
CLOSING
BALANCE AT
31 AUGUST
2018
16
US$’000
16
The amortisation charge is recognised within operating expenses (note 6) in the income statement. The Group tests other
intangible assets for impairment if there are indications that they might be impaired.
The amortisation periods for intangible assets are:
Software licenses
3 years
The Company has investments in the following subsidiaries which principally affect the profits and/or net assets of the Company.
15.
The direct investments in subsidiaries held by the Company are stated at cost. These are subject to impairment testing.
Investments in subsidiaries and associates
COUNTRY OF INCORPORATION
Zimbabwe
Mauritius
Zimbabwe
Zimbabwe
Zimbabwe
United Kingdom
Isle of Man
Isle of Man
Zimbabwe
Zimbabwe
Zimbabwe
Mauritius
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
OWNERSHIP INTEREST
0%
62.84%
2017
2018
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51.0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51.0%
100%
CONTINUING OPERATIONS
A F Philip & Company (Pvt) Limited
African Solutions Limited
Autopay (Pvt) Limited
Gardoserve (Pvt) Limited
Le Har (Pvt) Limited
LonZim Enterprises Limited
LonZim Holdings Limited +
Millchem Holdings Limited
Para Meter Computers (Pvt) Limited
Paynet Zimbabwe (Pvt) Limited
Payserv (Pvt) Limited
Payserv Africa Limited
Payserv Zimbabwe (Pvt) Limited
Quintech Investments (Pvt) Limited
Tradanet (Pvt) Limited
Yellowwood Projects (Pvt) Limited
+ Held directly by Cambria Africa Plc.
51
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
Investments in subsidiaries and associates (continued)
15.
Ottonby Trading (Pvt) Ltd (address: Northridge Park, Northend Close, Harare, Zimbabwe) holds a 49% interest in Tradanet
NON-CONTROLLING INTERESTS (“NCI”) - TRADANET
(Pvt) Ltd. Tradanet’s salient financial information is as follows:-
Profit attributable to NCI
Dividends paid to NCI
Accumulated NCI at year end
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Cash flow from operations
Cash utilised in investing activities
Cash utilised in financing activities (including dividends)
Cash and cash equivalents
2018
351
US$’000
( 405 )
2017
252
US$’000
( 149 )
44
80
294
2
279
812
( 46 )
( 819 )
219
99
74
390
2
261
462
( 51 )
( 316 )
273
On 31 August 2018, the Group finalised the purchase of a 62.837% shareholding in A F Philip and Company (Pvt) Limited,
NON-CONTROLLING INTERESTS (“NCI”) – A F PHILIP & COMPANY
a Zimbabwean registered entity, for a cash consideration of $1,600,000. This was advised to shareholders in a RNS
issued on 18 September 2018. Through a network of associated companies, this investment gave the Group an effective
4,000,000 shares in Radar Holdings Limited, or 7.83% of their issued share capital. As a result, the Group also has the
right to nominate a director onto the Radar Board.
Radar is a public but unlisted company incorporated in Zimbabwe and has interests in brick manufacturing through
Macdonald bricks, are the owners of 2,166 hectares of prime development land as well as 8 residential properties.
Radars most recent published audited consolidated results for the 12 month period ended 30 June 2018 reported
Revenues of $9,20 million, a Loss after Tax of $42,500 and Net Assets of $ 29,95 million.
Constold (Pvt) Ltd (address: 4th floor, Tanganyika House, 3rd Street, Harare, Zimbabwe) holds a 37.163% interest in A F
Philip & Company (Pvt) Ltd. A F Philip’s salient financial information is as follows:-
Profit attributable to NCI
Dividends paid to NCI
Accumulated NCI at year end
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Cash flow from operations
Cash utilised in investing activities
Cash utilised in financing activities (including dividends)
Cash and cash equivalents
2018
-
US$’000
-
947
2,546
1,600
-
( 1,600 )
-
-
-
1,600
52
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
16.
Inventory
Raw materials and consumables
Goods in transit
Finished goods
Total
17.
Financial assets at fair value through profit or loss
Quoted investments portfolio
Total
Balance at 1 September
QUOTED INVESTMENTS PORTFOLIO:
Acquired during the year
Disposed during the year
Gain on fair valuation during the year
Balance at end of the year
GROUP 2018 GROUP 2017
25
US$’000
37
28
US$’000
75
140
243
171
233
GROUP 2018 GROUP 2017
86
US$’000
86
131
US$’000
131
GROUP 2018 GROUP 2017
40
US$’000
-
86
US$’000
-
-
45
131
-
46
86
The portfolio is managed by an asset management company who makes all decisions regarding the sale and purchase of
listed shares. This investment is held at fair value. The portfolio, which was purchased in ‘payment’ of a trade vendor liability
which could not be settled due to Zimbabwe foreign currency constraints at the time, is callable at the option of the vendor.
See note 23.
Trade and other receivables
18.
Amounts owed by Group undertakings
Trade receivables
Other receivables
Prepayments and accrued income
Total
No interest is charged on receivables.
GROUP
2018
-
US$’000
801
42
-
843
COMPANY
2018
3,364
US$’000
-
16
-
3,380
GROUP
2017
-
US$’000
824
674
232
1,730
COMPANY
2017
3,763
US$’000
-
559
-
4,322
The Directors consider the carrying amount of trade and other receivables approximates their fair value. In determining
the recoverability of the trade receivables, the Group considers any change in the credit quality of trade receivables from
the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer
base being large and unrelated. Accordingly, the Directors believe that there is no further credit provision required in
excess of the allowance for doubtful debts.
CREDIT RISK
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the statement of financial
position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss
event which, based on previous experience, is evidence of a reduction in the recoverability of the cashflows.
53
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
Cash and cash equivalents
19.
Bank balances
Bank overdrafts
Net cash and cash equivalents
Net cash included in held for sale
Total cash and cash equivalents in statement of financial position
GROUP
2018
3,259
US$’000
-
3,259
-
3,259
COMPANY
2018
758
US$’000
-
758
758
GROUP
2017
1,045
US$’000
-
1,045
24
1,069
COMPANY
2017
143
US$’000
-
143
-
143
Capital and reserves
REVALUATION RESERVE
20.
The revaluation reserve relates to property, plant and equipment which has been revalued in the Zimbabwean
subsidiaries Payserv Zimbabwe (Private) Limited (“Payserv”) and Le Har (Private) Limited, which holds the property from
which Payserv operates.
FOREIGN EXCHANGE RESERVE
This reserve arises on translation of subsidiary entities where their functional currency is not United States Dollars, the
presentational currency of the Group. The Company foreign exchange currency reserve relates to the translation of net
assets due to a change in the functional currency of the Company from Pounds Sterling to United States Dollars as at 1
September 2011.
SHARE BASED PAYMENT RESERVE
The share-based payment reserve comprised of the charges arising from the calculation of the share-based payment
posted to the income statement in 2011 and 2012, and released on expiration of options never exercised in 2013, 2016
and finally in 2017.
NON-DISTRIBUTABLE RESERVE
The non-distributable reserve arises on the restatement of the assets and liabilities on dollarisation in Zimbabwe. Amounts
held within this reserve are ring fenced from retained earnings. Distributions can only be made from retained earnings
and not from the non-distributable reserve. Amounts transferred to the non-distributable reserve are determined by the
directors as necessary, unless specifically required to do so as part of any financing arrangements.
54
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
21.
Share capital & share premium
Issued and fully paid
At 1 September
Issued in period
At 31 August
ORDINARY SHARES 2018
ORDINARY SHARES 2017
SHARE
CAPITAL
US$’000
51
26
77
SHARE
PREMIUM
US$’000
85,686
2,773
88,459
NUMBER
348,839,012
195,736,593
544,575,605
SHARE
CAPITAL
US$’000
34
17
51
SHARE
PREMIUM
US$’000
83,950
1,736
85,686
NUMBER
207,920,406
140,918,606
348,839,012
All shares issued are classed as Ordinary Shares with a par value of 0.01 pence each and are all ranked equally. There are no
other classes of shares in issue. No warrants were granted during the current financial year and no warrants are outstanding.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets.
The Directors are authorised in any period between consecutive annual general meetings, or consecutive 12-month periods,
to allot any number of ordinary shares on such terms as they shall, in their discretion, determine up to such maximum
number as represents 50 per cent of the issued share capital at the beginning of such period. Further ordinary shares may
also be allotted on terms determined by the Directors but subject to the pre-emption rights prescribed by Section 36 of the
Isle of Man Companies Act 2006.
SHARE PREMIUM
The share premium represents the value of the premium arising on shares issued as follows:
16 July 2018
190,736,593 ordinary shares at a price of 1.10p per share (US$ 2,706,084)
22 February 2017
140,918,606 ordinary shares at a price of 1.0p per share (US$ 1,736,223).
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 settlement of expenses and liabilities).
1 October 2012
8,615,115 ordinary shares at a price of 10p per share (US$1,400,000).
16 September 2011 3,988,439 ordinary shares at a price of 23p per share (US$1,448,000).
10 December 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 December 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 July 2009
Cost of purchasing and cancelling 4,374,000 shares at 30.5p per share (US$2,174,000).
11 December 2007
36,450,000 ordinary shares at a price of 100p per share net of issue costs of £2,753,000
(US$68,659,000).
55
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
All share options issued in prior years have now expired and were not exercised
22.
Share options
Loans and borrowings - long term
23.
VAL Loan
CABS Loan - long term portion
Other trade payables
Total
GROUP
2018
-
US$’000
-
120
120
COMPANY
2018
-
US$’000
-
-
-
GROUP
2017
1,565
US$’000
205
79
1,849
COMPANY
2017
1,565
US$’000
-
-
1,565
The VAL Loan carried interest at 8% per annum. It was repayable after three years on 30 November 2019 with early
repayment at the election of VAL from any proceeds realised from a Liquidity Event. A Liquidity Event shall comprise the
sale, whether partly or in full, of Cambria’s investments. The VAL Loan was secured through a pledge and cession over
the Company’s shares in its subsidiaries.
During the financial year ended 31 August 2018, the Company announced that VAL would participate in the Open Offer
in terms of which VAL converted £1.595 million (approximately $2.12 million) of the VAL Loan into 145 million ordinary
shares at 1.00p per share. The result of the VAL Loan Conversion is incorporated into the figures above.
Other non-current trade payables are in respect of historic Paywell software license fees within the Payserv Group, which
could not be remitted due to Zimbabwean foreign currency constraints at the time. The amounts due were invested into
a listed portfolio (see note 17).
Provisions
24.
Provisions
Total
GROUP
2018
188
US$’000
188
COMPANY
2018
-
US$’000
-
GROUP
2017
186
US$’000
186
COMPANY
2017
-
US$’000
-
Provisions at 31 August 2018 are in respect of the maximum Leave Pay and Retirement Gratuities which may become
payable by individual companies to employees on termination of their employment.
RECOGNISED DEFERRED LIABILITY
25.
Deferred tax liability
The following are the major deferred tax liabilities recognised by the Group and movements thereon during the current year.
GROUP
2018
2017
At 1 September
Recognised directly in reserves
Other movements
At 31 August
ACCELERATED TAX
DEPRECIATION
184
US$’000
36
3
223
TOTAL
184
US$’000
36
3
223
ACCELERATED TAX
DEPRECIATION
152
US$’000
-
32
184
TOTAL
152
US$’000
-
32
184
Deferred tax assets off set against deferred tax liabilities in the period were US$ nil (2017: US$ nil).
56
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
26.
Loans and borrowings - short term
VAL Bridging Loan
CABS Loan - short term portion
Total
GROUP
2018
413
US$’000
206
619
COMPANY
2018
413
US$’000
-
413
GROUP
2017
926
US$’000
630
1,556
COMPANY
2017
926
US$’000
-
926
The Company previously announced on 18 October 2016 that Payserv’s wholly owned subsidiary, Paynet Zimbabwe (Pvt)
Limited (“Paynet”), successfully concluded a $1.2 million loan facility agreement with Central Africa Building Society
(“CABS Loan”). The CABS Loan currently bears interest at 9% per annum with an annual renewal fee of 1% and was
subject to an establishment fee of 2%. The loan is repayable over 24 months, the last instalment being due in December
2018. As security, a mortgage has been registered in favour of CABS over one of two properties owned by Le Har (Pvt)
Ltd, a wholly owned subsidiary of the Company. The remaining property owned by Le Har remains unencumbered.
The CABS Loan was used by Paynet to repay in part its license fees and loan obligations to Payserv Africa. Payserv Africa
in turn used the funds to settle the remaining portion of the VAL Bridging Facility via Cambria.
27.
Trade and other payables
Trade payables
Non-trade payables and accrued expenses
Total
Current tax liability
Total
GROUP
2018
54
US$’000
2,249
2,303
477
2,780
COMPANY
2018
15
US$’000
1,952
1,967
-
1,967
GROUP
2017
807
US$’000
567
1,374
397
1,771
COMPANY
2017
730
US$’000
1,936
2,666
-
2,666
Trade payables and accruals principally comprise amounts outstanding for trade purchases and on-going costs. The
Directors consider that the carrying amount of trade payables approximates to their fair value.
57
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
28. Notes to the statement of cash flows – Consolidated & Company
Profit / (loss) for the year
Adjusted for *:
Amortisation of intangible assets
Depreciation of property, plant and equipment
Profit on sale of property, plant and equipment
Valuation adjustments to inventories, receivables and other assets
Finance income
Finance costs
Share based payment charge
(Decrease)/increase in provisions
Income tax charge
Operating cash flows before movements in working capital
(Increase) / decrease in inventories
(Increase) / decrease in trade and other receivables
Increase / (decrease) in trade and other payables
Cash generated from operations
* All amounts include both continuing and discontinued operations.
Loss for the year
Adjusted for :
Finance income
Finance costs
Share based payment charge/ (credit)
Income tax charge
Operating cash flows before movements in working capital
(Increase) / decrease in inventories
(Increase) / decrease in trade and other receivables
Increase / (decrease) in trade and other payables
Cash generated from operations
GROUP 2018 GROUP 2017
( 97 )
US$’000
2,247
US$’000
14
195
( 33 )
( 45 )
( 23 )
252
68
3
776
3,454
( 10 )
887
939
5,270
14
154
( 19 )
( 46 )
( 15 )
371
-
( 16 )
660
1,006
174
( 421 )
201
960
COMPANY
2018
( 349 )
US$’000
COMPANY
2017
( 1,477 )
US$’000
-
201
68
-
( 80 )
-
942
( 699 )
163
( 34 )
286
( 42 )
-
( 1,267 )
-
2,052
( 234 )
551
The Group has exposure to the following risks from its use of financial instruments:
29. Financial instruments
credit risk
a.
b.
liquidity risk
c. market risk (comprises: foreign currency risk and interest rate risk)
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring
and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial
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 identify 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 identify and analyse the risks faced by the
Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.
58
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
CREDIT RISK MANAGEMENT
29. Financial instruments (continued)
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient
collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and
the credit ratings of its counterparties are regularly monitored and the aggregate value of transactions concluded is
spread amongst approved counterparties.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing
credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee
insurance cover is purchased. The Group does not have any significant credit risk exposure to any single counterparty or any
group of counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments
is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The carrying amount of financial assets recorded in the financial 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
reporting date, there were no significant credit risks.
EXPOSURE TO CREDIT RISK
The carrying amount of financial assets represents the maximum credit exposure. Therefore, the Group and Company’s
maximum exposure to credit risk at the reporting date, being the total of the carrying amount of financial assets,
excluding equity investments, is shown in the table below.
Cash and cash equivalents
Trade and other receivables
Amounts owed by group undertakings
Other investments
Total
19
NOTE
18
18
17
GROUP
2018
3,259
US$’000
843
-
131
4,233
COMPANY
2018
758
US$’000
16
3,364
-
4,138
GROUP
2017
1,069
US$’000
1,730
-
86
2,885
COMPANY
2017
143
US$’000
559
3,809
-
4,511
The maximum exposure to credit risk for financial assets at the reporting date by geographic region was:
United Kingdom
Zimbabwe
Mauritius
Total
GROUP
2018
774
US$’000
3,147
312
4,233
COMPANY
2018
774
US$’000
3,364
-
4,138
GROUP
2017
702
US$’000
2,160
23
2,885
COMPANY
2017
702
US$’000
3,809
-
4,511
59
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
The maximum exposure to credit risk for trade and other receivables (excluding trade creditors which are linked to listed
29. Financial instruments (continued)
investments per contract with the supplier - see note 17 US$131,000 (2017: US$86,000)) at the reporting date by type
of counterparty was:
Trade customers and other receivables
Amounts owed by Group undertakings
Total
GROUP
2018
843
US$’000
-
843
COMPANY
2018
16
US$’000
3,364
3,380
GROUP
2017
1,730
US$’000
-
1,730
COMPANY
2017
559
US$’000
3,763
4,322
The ageing of trade and other receivables at the reporting date was as follows:
Neither past nor impaired
Past due 1-30 days
Past due 31-60 days
Past due 61-90 days
Past due 91-days +
Other receivables
Total
GROSS
2018
620
US$’000
36
IMPAIRMENT
2018
-
US$’000
-
16
13
122
174
981
( 8 )
( 10 )
( 120 )
-
( 138 )
TOTAL
2018
620
US$’000
36
8
3
2
174
843
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 difficulty in meeting the obligations associated with its financial liabilities that are settled by
delivering cash and other financial assets.
Ultimate 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 board manages liquidity risk by raising adequate reserves, banking facilities and reserve borrowing facilities and by regularly monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities.
60
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
LIQUIDITY RISK MANAGEMENT (CONTINUED)
29. Financial instruments (continued)
The following are the contractual, undiscounted maturities of financial liabilities, including estimated interest payments and
excluding the effect of netting arrangements:
GROUP
CONTRACTUAL CASH FLOWS 2018
CONTRACTUAL CASH FLOWS 2017
Trade and other payables
Loans and borrowings
Total
CARRYING
AMOUNT
2,423
US$’000
619
3,042
1 YEAR
OR LESS
2,423
US$’000
674
3,097
2 TO <5
YEARS
-
US$’000
-
-
CARRYING
AMOUNT
1,374
US$’000
3,405
4,779
1 YEAR
OR LESS
1,374
US$’000
1,697
3,071
2 TO <5
YEARS
-
US$’000
1,930
1,930
COMPANY
CONTRACTUAL CASH FLOWS 2018
CONTRACTUAL CASH FLOWS 2017
Trade and other payables
Loans and borrowings
Total
CARRYING
AMOUNT
1,967
US$’000
413
2,380
1 YEAR
OR LESS
1,967
US$’000
450
2,417
2 TO <5
YEARS
-
US$’000
-
-
CARRYING
AMOUNT
2,666
US$’000
2,491
5,157
1 YEAR
OR LESS
2,666
US$’000
1,009
3,675
2 TO <5
YEARS
-
US$’000
1,706
1,706
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 and the South African Rand.
In respect of other monetary assets and liabilities 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 significant exchange rates applied during the year:
Pounds Sterling (GBP)
Euro (EUR)
Zambian Kwacha (ZMW)
South African Rand ( ZAR)
AVERAGE REPORTING DATE
SPOT RATE
0.77
2018
0.86
RATE
0.74
2018
0.84
AVERAGE REPORTING DATE
SPOT RATE
0.77
2017
0.84
RATE
0.79
2017
0.91
9.89
12.97
10.23
14.69
9.48
13.39
9.05
13.01
61
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
The Group does not account for any fixed rate financial assets or liabilities at fair value through profit or loss. At the reporting
29. Financial instruments (continued)
date the interest rate profile of the Group’s interest-bearing financial instruments was as follows:
FIXED RATE INSTRUMENTS
CARRYING VALUE
Financial assets
Financial liabilities
Total
VARIABLE RATE INSTRUMENTS
Financial assets
Financial liabilities
Total
SENSITIVITY ANALYSIS
2018
US$’000
-
( 619 )
( 619 )
3,259
-
3,259
2017
US$’000
-
( 3,326 )
( 3,326 )
1,069
-
1,069
In managing foreign currency risks the Group aims to reduce the impact of short and long-term fluctuations on the
Group’s earnings. A 10 percent strengthening/weakening of the listed currencies against the USD at 31 August 2018
would have increased / (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all
other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. This
analysis is performed on the same basis as for 2017 and assumes that all other variables remain the same.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the
reporting date and their sensitivity is as follows:
31 AUGUST 2018
Pounds Sterling (GBP)
Zambian Kwacha (ZMW)
31 AUGUST 2017
Pounds Sterling (GBP)
Euro (EUR)
South African Rand (ZAR)
Zambian Kwacha (ZMW)
EXPOSURE IN
FINANCIAL
STATEMENT
POSITION
US$’000
523
( 23 )
( 382 )
( 23 )
( 1 )
( 27 )
STRENGTHENING
PROFIT
OR LOSS
US$’000
( 37 )
-
27
2
-
-
WEAKENING
PROFIT
OR LOSS
US$’000
37
-
( 27 )
( 2 )
-
-
INTEREST RATE RISK MANAGEMENT
The Company does not believe it faces any risk from its interest rate exposure. The rates of interest it is exposed to are
not expected to change over the tenure of its borrowings.
Currently the Company has only two lenders, Central African Building Society (CABS) Zimbabwe and Ventures Africa
Limited (VAL) which holds 69.2% of the Company’s equity. As a percent of total borrowings, 67% is represented by VAL
and 33% by CABS with a weighted average interest cost of 9.67% p.a.
62
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
As a related party, VAL has established interest rates at the same levels which its funding was used to displaced former
29. Financial instruments (continued)
lenders and maintained parity with rates which the Company has been able to obtain funding at in Zimbabwe. However,
VAL does not charge the Company establishment fees or anniversary fees. VAL has actively converted debt to equity to assist
the company in reducing its interest rate exposure and has announced its intention for further debt to equity conversions.
The rate of interest on the CABS loan is currently 9% which as a result of increased domestic liquidity has fallen from 11%
in FY2017. The Company expects this loan to be fully repaid by December 2018.
CAPITAL MANAGEMENT
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. Capital consists of ordinary shares, retained earnings and non-controlling
interests of the Group. The Board of Directors monitors the return on capital, which the Group defines as net operating
income divided by total shareholders’ equity, excluding non-redeemable preference shares and non-controlling interests.
The Board of Directors also monitors the level of dividends to ordinary shareholders.
The Board seeks to maintain a balance between higher returns that might be possible with high levels of borrowings and
the advantages and security afforded by a sound capital position.
FAIR VALUES
The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial
position, are as follows:
Level 3
HIERARCHY
Level 3
Level 1
Level 3
Level 3
Level 3
HIERARCHY
Level 3
Level 1
Level 3
Level 3
CARRYING
AMOUNT
2018
3,259
US$’000
843
131
( 2,326 )
( 619 )
1,288
CARRYING
AMOUNT
2017
1,045
US$’000
1,730
86
( 1,374 )
( 3,405 )
( 1,918 )
FAIR VALUE
2018
3,259
US$’000
843
131
( 2,326 )
( 619 )
1,288
FAIR VALUE
2017
1,045
US$’000
1,730
86
( 1,374 )
( 3,405 )
( 1,918 )
Cash and cash equivalents
GROUP
Trade and other receivables
Quoted investment portfolio
Trade and other payables
Loans and borrowings
Total
Cash and cash equivalents
GROUP
Trade and other receivables
Quoted investment portfolio
Trade and other payables
Loans and borrowings
Total
63
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
29.
Financial instruments (continued)
Cash and cash equivalents
COMPANY
Trade and other receivables
Trade and other payables
Loans and borrowings
Total
Cash and cash equivalents
COMPANY
Trade and other receivables
Trade and other payables
Loans and borrowings
Total
Level 3
HIERARCHY
Level 3
Level 3
Level 3
Level 3
HIERARCHY
Level 3
Level 3
Level 3
CARRYING
AMOUNT
2018
758
US$’000
3,380
( 1,967 )
( 413 )
1,758
CARRYING
AMOUNT
2017
143
US$’000
4,322
( 2,666 )
( 2,491 )
( 692 )
FAIR VALUE
2018
758
US$’000
3,380
( 1,967 )
( 413 )
1,758
FAIR VALUE
2017
143
US$’000
4,322
( 2,666 )
( 2,491 )
( 692 )
THE FAIR VALUE OF ASSETS AND LIABILITIES CAN BE CLASSED IN THREE LEVELS.
Level 1 Fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2. Fair values measured using inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3. Fair values measured using inputs for the asset or liability that are not based on observable market data (i.e.
unobservable inputs).
ESTIMATION OF FAIR VALUES
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments
reflected in the above table.
CASH AND CASH EQUIVALENTS
Fair value approximates its carrying amount largely due to the short-term maturities of this instrument.
LOANS AND BORROWINGS
Fair value has been derived from discounting future cash flows at the cost of debt.
TRADE RECEIVABLES AND PAYABLES
For receivables and payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value.
QUOTED INVESTMENT PORTFOLIO
Fair value has been derived from quoted prices.
64
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
LEASES AS LESSEE
30. Operating leases
At the reporting date, the Group had the following outstanding annual commitments for future minimum lease pay-
ments under non-cancellable operating leases:
Operating lease commitments
Payable in next 12 months
Payable in 1 to 5 years
Payable thereafter (> 5 years)
Total
US$’000
77
60
-
137
During the year ended 31 August 2018, US$134,000 (2017: US$136,000) was recognised as an expense in the income
statement in respect of operating leases. Operating lease payments represents rentals payable by the Group for certain
of its properties. Leases are negotiated for a minimum term of 1 year and rentals are fixed for the period.
The capital commitments at 31 August 2018 were US$ nil (2017: US$ nil).
31. Capital commitments
The Group had no outstanding contingent liabilities at the end of the period.
32. Contingent liabilities
IDENTITY OF RELATED PARTIES
33. Related parties
The Group has a related party relationship with its subsidiaries (see note 15) and with its Directors and executive officers.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolida-
tion and there is no requirement for them to be disclosed in this note.
GROUP AND COMPANY
At 31 August 2018, no amounts were due to Directors in respect of Directors fees, nor had any been paid in the year under review.
VAL is the controlling shareholder of Cambria with a 69.2% interest as at 31 August 2018. Mr. Samir Shasha is the ulti-
mate beneficial 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 respectively. Interest accrued during the
period amounted to US$111,000 in respect of the VAL Loan and $90,000 in respect of the VAL Bridging Facility.
TRANSACTIONS WITH SUBSIDIARY ENTITIES WITHIN THE GROUP
Paynet Zimbabwe (Private) Limited (“Paynet”), a 100% subsidiary of the Group, provides services including payroll pro-
cessing, software licensing and training to fellow subsidiaries which amounted to US$1,000 (2017: US$3,000). All charg-
es were at market value and arm’s length rates.
65
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
33. Related parties (continued)
Key management personnel are the holding Company Directors and executive officers. None of the current active
directors received any remuneration during the financial year except for the issue of shares, as announced on 15 May
2018, as follows:-
Cambria’s Directors have, since their appointment in 2015, provided services and management support without any
compensation. While the Board was willing to continue serving without compensation through to the end of FY 2018,
the Board accepted a proposal from the CEO Mr. S Shasha to issue 5,000,000 Cambria shares (“the Directors’ Shares”) to
Directors and Consultants as compensation for their services as follows:
P Turner
D C Pandya
J P Watenphul
H J Louw
Total
Non-executive Chairman
POSITION
Non-executive director
Non-executive director
Consultant
1,000,000
NUMBER OF SHARES
1,000,000
2,500,000
500,000
5,000,000
The Directors’ Shares were issued in terms of Section 38 of the Isle of Man Companies Act, 2006 (“Section 38”) and the
Company’s Articles of Association (“the Directors Share Issue”). The Directors Shares Issue was implemented prior to
the Open Offer.
In accordance with the provisions of Section 38, the Cambria Board has determined that, in their opinion, the present
cash value of the non-money consideration for the Directors Share Issue is not less than the amount to be credited for
the issue of the Cambria ordinary shares.
Mr. S Shasha, as the ultimate beneficiary of over 65.6% of Cambria’s shares, did not participate in the Directors Share
Issue and will continue to serve without compensation in the current financial year.
Directors remuneration for the period (included in personnel expenses. See note 7, also see note 34) was as follows.
S Shasha
P Turner
JP Watenphul
DC Pandya
Total
TOTAL
2018
-
US$000
14
33
14
61
TOTAL
2017
-
US$000
-
-
-
-
During the year the company issued 4,500,000 shares to Directors and 500,000 to a consultant.
34. Share-Based Payment
The fair value at the grant date of the reward given, for the purposes of IFRS 2: Share-Based Payment, was determined
with reference to the average closing share price of the company over the 12 months preceeding the issue date being
22 May 2018.
The resultant charge had the effect of reducing the consolidated and company only profits by $68,000. This charge has
been taken to Directors remuneration and operating costs respectively in the Income Statement.
See Notes 11, 21 & 33.
66
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
Notes to the Financial Statements
Subsequent to the end of the financial year, Paynet paid $400,000 to acquire an additional 1.15% shareholding, or 588
35. Events after the reporting date
235 shares, in Radar Holdings Ltd. This brings Paynet’s Investment in Radar to 8.98%. The transaction was implemented
through the same subscription mechanism as the earlier investment at an effective price of 68 cents per Radar share.
Please also see Note 15.
Cambria is in discussions to further increase its shareholding in Radar. It will also seek to rely on its pre-emptive rights
in Hinshaw (Pvt) Ltd, one of the associated companies in the Radar shareholding structure, should the opportunity
arise to do so. In the opinion of the Board, Radar will be a direct beneficiary of any upturn in the Zimbabwe economy
through its regional monopoly in brick manufacturing and its significant development land holdings. In addition, the
Radar investment provides an attractive hedge against the possible deterioration in the purchasing power of cash and
cash-equivalents in Zimbabwe.
67
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
REGISTERED OFFICE AND AGENT
Corporate Information
Peregrine Corporate Services Limited
Burleigh Manor,
Peel Road , Douglas
Isle of Man
IM1 5EP
Tel: +44 (0) 1624 626586
NOMINATED ADVISOR AND JOINT BROKER
WH Ireland Limited
24 Martin Lane , London
England
EC4R 0DR
Tel: +44 (0) 20 7220 1666
JOINT BROKER
SVS Securities Plc
2nd Floor,
20 Ropemaker Street, London
England
EC 2Y 9AR
Tel: +44 (0) 20 3700 0100
AUDITORS
Baker Tilly Isle of Man LLC
2a Lord Street, Douglas
Isle of Man
IM99 1HP
T: +44 (0) 1624 693900
REGISTRARS
Neville Registrars Limited
Neville House,
Steelpark Road, Halesowen
England
B62 8HD
Tel: +44 (0) 12 1585 1131
PRINCIPAL GROUP BANKERS
Barclays Corporate
Level 27,
1 Churchill Place, Canary Wharf
London
E14 5HP
Tel: +44 (0) 20 7116 1000
68
[ANNUAL REPORT 2018]
For the year ended 31 August 2018
ANALYSIS OF ORDINARY SHAREHOLDINGS AS AT 22 JANUARY 2019
Shareholder Information
Note: the shareholding analysis has been performed on 22 January 2019 incorporating changes since the year end of
31 August 2018
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 – 250,000,000
Total
REGISTRARS
NUMBER OF
HOLDERS
80
% OF TOTAL
HOLDERS
41.2%
NUMBER OF
SHARES
24,775,163
% OF TOTAL
SHARES
4.5%
114
194
54
44
47
41
7
1
58.8%
519,800,442
100.0%
544,575,605
27.9%
22.7%
24.2%
21.1%
3.6%
0.5%
117,390
942,910
9,783,988
77,928,749
78,802,568
377,000,000
95.5%
100.0%
0.0%
0.2%
1.8%
14.3%
14.5%
69.2%
194
100.0%
544,575,605
100.0%
All administrative enquiries relating to shareholdings, such as queries concerning dividend payments, notification of
change of address or the loss of a share certificate, should be addressed to the Company’s registrars.
UNSOLICITED MAIL
As the Company’s share register is, by law, open to public inspection, shareholders may receive unsolicited mail from
organisations 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.
69
[ANNUAL REPORT 2018]
Cambria Africa Plc
Burleigh Manor,
Douglas,
Isle of Man
Im1 5EP
Tel: +44 (0) 207 669 0115
+44 (0) 1624 626 586
www.cambriaafrica.com
info@cambriaafrica.com