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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")