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This page includes Regulatory news filings supplied by issuers listed on the BSX. Please note the BSX is not responsible for the content, accuracy or completeness of announcements filed by issuers and disclaims all liability for any loss arising from reliance on information contained within issuer announcements.

SOUTHERN VIEW FINANCE LIMITED– AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Hamilton, Bermuda – 30 December, 2015 – In a filing with the Bermuda Stock Exchange (“BSX”), Southern View Finance Ltd. (the “Company” or “SVF”; Ticker: SVF.BH) today announced the financial results for the year ended 30 June 2015.  The filing stated:

 

The Company is incorporated in Bermuda and its main purpose is the holding of investments. The Company maintains a primary listing on the Bermuda Stock Exchange (“BSX”) and a secondary listing on the Alternative Exchange (“AltX”) of JSE Limited (“JSE”). The listing of the Company’s Class A shares on the AltX, in so far as it relates to their trading, has been suspended with effect from Monday, 9 November 2015.

 

BUSINESS REVIEW

The Group recorded a net profit after tax for the financial year ended 30 June 2015 (“2015 Financial Year”) of R368,480,171 (2014: R51,799,445).

 

EVENTS AFTER THE 2015 FINANCIAL YEAR: DISPOSAL OF SUBSIDIARIES, AND CAPITALISATION

 

Subsequent to the 2015 Financial Year, the board of directors of the Company (the “Board”) accepted an offer for the disposal of all of the shares in and loan claims against the Company's subsidiaries held by the Company (the “Transaction”). The purchaser was Fulcrum Financial Services SA (“Fulcrum”), a company incorporated and registered in Switzerland.

 

All conditions precedent to which the Transaction agreements were subject were fulfilled or waived timeously, and the Transaction was implemented in accordance with the terms of the Transaction agreements. For further information please refer to the announcements released on 18 August 2015, 2 October 2015 and 7 October 2015, respectively.

 

In addition, a further capitalisation of a subsidiary of the Company, Southern View Finance UK Limited, was made to the amount of R72,635,938 on 17 September 2015.

 

DIVIDENDS

A final dividend payable to Class B shareholders amounting to R5,323,960 relating to the 2014 Financial Year was declared by the Board on 21 January 2015, and paid on 28 January 2015. An interim dividend payable to Class B shareholders amounting to R15,641,051 relating to the 2015 Financial Year was declared on 3 February 2015, and paid on 9 February 2015.

 

On 16 September 2015 and subsequent to the end of the 2015 Financial Year, the Board declared a dividend of R65,000,000 to its Class A shareholders, and a dividend of R35,875,000 to its Class B shareholders. The dividends were paid on 9 October 2015.

 

SHARE CAPITAL

On 21 November 2014, the Company raised R649,999,975 through the issue of 58,665,704 Class A shares to certain Class A shareholders of the Company. 

 

On 1 October 2015, the Company announced that Fulcrum had elected to settle the purchase consideration due to SVF in relation to the Transaction by the creation of a loan claim in favour of the Company in an amount equal to the purchase price due in terms of the Transaction agreement (“Loan Claim”). Consequently and in terms of the Transaction agreement, SVF declared, and on 19 October 2015, distributed as a distribution in specie an amount of R25.58578 (US$1.86183 at the then prevailing exchange rate) per Class A share to Class A shareholders and an amount of R33.90573 (US$2.46726 at the then prevailing exchange rate) per Class B share to Class B shareholders (“Distribution”).

 

In addition, on 21 October 2015 the Company repurchased all of the shares held by its Class A shareholders, save and except for 0.0001% of the Class A shares held by each Class A shareholder rounded up to the nearest whole share, as well as all of the shares held by the Class B shareholders (“Repurchase”). The Class B shares of the Company were subsequently terminated on the AltX with effect from 16 November 2015.

 

For further information in respect of the Distribution and Repurchase, please refer to the announcements released on 2 October 2015, 7 October 2015 and 6 November 2015 respectively.

 

On 12 November 2015, the Company announced that it had entered into a subscription agreement with Osiris Property Services Ltd (“Osiris”) in terms of which agreement Osiris agreed to subscribe for 625,000 Class A shares with a par value of US$0.0001 each at a subscription price of US$0.80 per share, amounting to a total value of US$500,000.00. For further information please refer to the announcement released on 12 November 2015.

 

The Company currently has 625,120 Class A shares in issue.

 

BASIS OF PREPARATION

The consolidated annual financial statements for the 2015 Financial Year (“AFS”) have been prepared in accordance with International Financial Reporting Standards, the Bermuda Companies Act, 1981 (the “Act”), the BSX Listing Regulations and the JSE Listings Requirements.

 

ACCOUNTING POLICIES

The financial results set out below have been audited by the Company’s external auditors. The accounting policies adopted are consistent with those published in the Consolidated Financial Statements for the 2014 Financial Year.

 

By order of the Board

 

30 December 2015

 

Summary information of the financial results of the Group for the 2015 Financial Year, are as set out below:

 

AUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015

 

Group: Audited

2015

2014

 

R

R

ASSETS

 

 

 

 

 

Non-Current Assets

 

 

Property, plant and equipment

-

119,875,763

Goodwill

-

17,827,548

Intangible assets

-

24,671,977

Other financial assets

-

17,328,965

Deferred tax

-

4,260,969

 

-

183,965,222

Current Assets

 

 

Other financial assets

-

463,319

Trade and other receivables

-

137,359,611

Loans and advances

-

1,298,506,352

Cash and cash equivalents

-

563,268,941

 

-

1,999,598,223

Assets of disposal group classified as held for sale

2,454,587,366

-

 

2,454,587,366

1,999,598,223

Total assets

2,454,587,366

2,183,563,445

 

 

 

EQUITY

 

 

 

 

 

Share capital

1,328,664,945

678,664,970

Accumulated profit

387,482,373

41,466,947

Foreign currency translation reserve

(523,688)

(747,630)

Total equity attributable to equity shareholders

1,715,623,630

719,384,287

Non-controlling interest

1,537,598

-

Total equity

1,717,161,228

719,384,287

 

 

 

LIABILITIES

 

 

 

 

 

Non-current liabilities

 

 

Other financial liabilities

-

318,630,151

 

 

 

Current liabilities

 

 

Other financial liabilities

-

1,006,532,670

Current tax payable

-

5,620,871

Trade and other payables

-

133,395,466

 

-

1,145,549,007

Liabilities of disposal group classified as held for sale

737,426,138

-

Total liabilities

737,426,138

1,464,179,158

TOTAL EQUITY AND LIABILITIES

2,454,587,366

2,183,563,445

                                                                        

 

AUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015

 

Discontinued operations

 

Group: Audited

2015

2014

 

R

R

Interest income (trading)

1,011,079,697

436,690,692

Loan and transaction fees

748,158,609

353,860,292

Direct distribution expenses

(296,327,515)

(128,857,945)

Net portfolio income

1,462,910,791

661,693,039

 

 

 

Other income

44,937,999

40,567,262

Operating expenses

(352,361,419)

(216,239,837)

Loans and advances written off

(628,804,308)

(118,051,921)

Provision for Impairment of loans and advances

(25,003,809)

(257,332,037)

Finance costs

(85,183,010)

(45,887,838)

Other expenses

(1,056,414,547)

(596,935,371)

 

 

 

Operating profit before taxation

406,496,244

64,757,668

Taxation

(38,016,073)

(12,958,223)

Profit for the year

368,480,171

51,799,445

 

 

 

Profit attributable to:

 

 

Shareholders

367,967,689

51,799,445

Non-controlling interest

512,482

-

Profit for the year

368,480,171

51,799,445

 

 

 

Other comprehensive income

 

 

Items that are or may be reclassified to profit or loss

 

 

Foreign currency translation on foreign operations – subsidiaries

249,009

-

Total comprehensive income for the year

368,729,180

51,799,445

 

 

 

Total comprehensive income attributable to:

 

 

Shareholders

368,191,631

51,799,445

Non-controlling interest

537,549

-

Total comprehensive income for the year

368,729,180

51,799,445

 

 

 

Earnings per share (cents)

 

 

Basic

353

122

Diluted

353

122

 

 

 

AUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015

 

Group: Audited

Share capital

Share premium

Total share capital

Accumulated profit (loss)

 

R

R

R

R

 

 

 

 

 

Balance at 1 July 2013

3,010

30,092,865

30,095,875

(10,332,498)

 

 

 

 

 

Profit for the year ended 30 June 2014

-

-

-

51,799,445

Total comprehensive income for the year

-

-

-

51,799,445

Issue of shares

66,840

648,502,255

648,569,095

-

Total contributions by and distributions to owners of company recognised directly in equity

66,840

648,502,255

648,569,095

-

Balance at 30 June 2014

69,850

678,595,120

678,664,970

41,466,947

 

Balance at 1 July 2014

69,850

678,595,120

678,664,970

41,466,947

 

 

 

 

 

Profit for the year

-

-

-

367,967,689

Other comprehensive income

-

-

-

-

Total comprehensive income for the year

-

-

-

367,967,689

Issue of shares

62,912

649,937,063

649,999,975

-

Increase in non-controlling interest – Spotco Holdings Pty Ltd

-

-

-

(987,252)

Dividends paid to shareholders

-

-

-

(20,965,011)

Total contributions by and distributions to owners of company recognised directly in equity

62,912

649,937,063

649,999,975

(21,952,263)

Balance at 30 June 2015

132,762

1,328,532,183

1,328,664,945

387,482,373

 

(Continued)

 

Group: Audited

Foreign currency translation reserve

Total attributable to equity shareholders

Non-controlling interest

Total equity

 

R

R

R

R

 

 

 

 

 

Balance at 1 July 2013

(747,630)

19,015,747

-

19,015,747

 

 

 

 

 

Profit for the year ended 30 June 2014

-

51,799,445

-

51,799,445

Total comprehensive income for the year

-

51,799,445

-

51,799,445

Issue of shares

-

648,569,095

-

648,569,095

Total contributions by and distributions to owners of company recognised directly in equity

-

648,569,095

-

648,569,095

Balance at 30 June 2014

(747,630)

719,384,287

-

719,384,287

 

Balance at 1 July 2014

(747,630)

719,384,287

-

719,384,287

 

 

 

 

 

Profit for the year

-

367,967,689

512,482

368,480,171

Other comprehensive income

223,942

223,942

25,067

249,009

Total comprehensive income for the year

223,942

368,191,631

537,549

368,729,180

Issue of shares

-

649,999,975

-

649,999,975

Increase in non-controlling interest – Spotco Holdings Pty Ltd

-

(987,252)

1,000,049

12,797

Dividends paid to shareholders

-

(20,965,011)

-

(20,965,011)

Total contributions by and distributions to owners of company recognised directly in equity

-

628,047,712

1,000,049

629,047,761

Balance at 30 June 2015

(523,688)

1,715,623,630

1,537,598

1,717,161,228

 

 

AUDITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015

 

Discontinued operations

 

Group: Audited

2015

2014

 

R

R

Cash flow from operating activities

 

 

 

 

 

Cash generated from/ (used in) operations

684,698,936

(1,187,556,905)

Interest income

20,286,242

6,251,339

Finance costs

(67,486,113)

(46,351,157)

Taxation paid

(32,412,284)

(11,598,321)

Net cash generated from/ (used in) operating activities

605,086,781

(1,239,255,044)

 

 

 

Cash flows generated from investing activities

 

 

 

 

 

Purchase of property, plant and equipment

(29,960,038)

(118,729,366)

Disposal of property, plant and equipment

215,561

-

Purchase of other intangible assets

(15,212,583)

(20,833,229)

Business combinations

(19,813,348)

(37,000,000)

Movement in loans from group companies

4,452,565

-

(Increase) / decrease in financial assets

1,450,005

(17,328,965)

Net cash used in investing activities

(58,867,838)

(193,891,560)

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds on share issue

649,999,975

648,569,095

Dividends paid to shareholders

(20,965,011)

-

Proceeds from other financial activities

-

1,325,162,821

Repayment of other financial liabilities

(830,042,917)

-

Net cash (used in) / generated from financing activities

(201,007,953)

1,973,731,916

 

 

 

Total cash movement for the year

345,210,990

540,585,312

Effect of exchange rate fluctuations on cash held

(12,422,672)

1,967,843

Cash at the beginning of the year

563,268,941

20,715,786

Net cash at the end of the year

896,057,259

563,268,941

 

 

ANNUAL GENERAL MEETING

Under an exemption granted by the BSX, and subsequent to an agreement obtained from the sole shareholder of the Company, Osiris, and the Board, to waive the requirement to lay the Annual Financial Statements for the 2015 Financial Year before a general meeting of the Company (as is allowed for under section 88 of the Act), the Company will not be convening an Annual General Meeting.

 

CHANGE OF NAME

Shareholders are reminded that the Company on 15 December 2015, announced the implementation of a change of the name of the Company from Southern View Finance Ltd to VestIN Holdings Ltd (“Change of Name”).

 

The Company will trade on the BSX under the ticker “VIN.BH” and the short name “VestIN”, on the AltX under the ticker “VIN” and the short name “VestIN”, and the International Securities Identification Number of the Company will change from “BMG829251013” to “BMG934031060” once the Change of Name becomes effective on 4 January 2016, on each of the BSX and AltX.

 

 

30 December 2015

Hamilton/Johannesburg

 

BSX sponsor: Global Custody and Clearing Limited

JSE sponsor: Bravura Capital Proprietary Limited

 

 

SOUTHERN VIEW FINANCE LIMITED

(Incorporated in Bermuda with registration number 47305)

Class A share codes: BSX: SVF.BH   JSE: SVF            ISIN: BMG829251013

Class B share codes: BSX: SVFB.BH JSE: SVFB           ISIN: BMG829251195

 ("SVF" or "the Company")