30th Sep 2014 13:36
30 September 2014
Masawara plc ("Masawara", the "Company" or the "Group")
Interim results for the six month period ended 30 June 2014
Masawara, an investment company focused on acquiring interests in companies based in Zimbabwe and the southern African region, is pleased to announce its unaudited results for the six month period ended 30 June 2014.
The Company's interim financial statements for the six month period ended 30 June 2014 may be viewed on, or downloaded from, the Company's website at www.masawara.com.
Contact details
Masawara plc
(Masawara Zimbabwe (Private) Limited, the Company's Investment Advisor in Zimbabwe)
Rutendo Maziva/Oliver Lutz
+263 4 751805
Cenkos Securities plc (Nominated adviser and broker)
Nicholas Wells/Ian Soanes/Max Hartley
+44 20 7397 8900
Financial review
The Directors present the interim unaudited results for the six-month period ended 30 June 2014.
Performance
The Group achieved a profit after tax of $4.4 million for the half year ended 30 June 2014 compared to a loss after tax of $1.3 million incurred during the same period last year. Revenue and operating expenses did not change significantly from the same period last year and the improved performance from the previous year was mainly attributable to:
· Improved performance of TA Holdings Limited ("TA Holdings") in comparison to the previous reporting period.
· $6.2 million profit on disposal of the Group's interest in Masawara Energy (Mauritius) Limited ("MEM"). A $9.2 million gain on bargain purchase of the Group's interest in MEM was recognized in the 2011 financial year and when the Group disposed of its interest in MEM during the current period, it realised a cash profit of $13.6 million.
· A $528,000 gain that was recognised on disposal of 20.75% shareholding in Minerva Risk Advisors (Private) Limited.
· The Group's performance was however weighed down by a $2.5 million impairment loss that was recorded on Telerix Communications (Private) Limited loan notes.
The performance of the individual investee companies is summarized below.
TA Holdings Limited
TA Holdings Limited's profit after tax increased by 24% to $3.4 million from $2.8 million achieved during the same period last year. Zimbabwe investments recorded a profit after tax of $2.6 million (2013: $0.8 million) whilst outside Zimbabwe investments' profit after tax decreased by 77% to $0.8 million from $3.6 million achieved during the same period last year.
The increase is profit after tax of Zimbabwe investments was driven by an increase in gross premiums from the insurance businesses. The insurance businesses recorded a 31% increase in gross premiums and a 38% increase in profit before tax in comparison with the figures achieved during the same period last year. The other contributing factor to an increase in profit after tax of the Zimbabwe investments was the reduction in TA Holdings' share of losses of the agrochemicals businesses from $2.2 million to $0.2 million, mainly due to a decrease in the bad debts provision at ZFC limited and also the fact that TA Holdings did not recognise any share of losses of Sable Chemicals (Private) Limited ("Sable") during the six month period ended 30 June 2014 after it wrote off its investment in Sable to $nil in 2013.
The decrease in outside Zimbabwe profit after tax from the previous year was attributable to decrease in fair value gains on equities due to under performance of stocks on regional stock exchanges and also continued loss of market share in the Botswana insurance sector.
On 17 July 2014, Masawara Plc through its wholly owned subsidiary, Masawara Holdings (Mauritius) Limited, made an offer to acquire all the shares of TA Holdings Limited ("TA Holdings") which it does not already own at an offer price of 20.6 US cents per share through a scheme of arrangement ("the Scheme") in terms of Section 191 of the Zimbabwe Companies Act, or alternatively a general offer ("the Offer") under Section 194 of the same Act. The Scheme was not approved by the requisite 75% majority of scheme members present at the scheme meeting held on 16 September 2014. Consequently, the Offer will run from 22 September 2014 to 31 October 2014. As at 20 September 2014, TA Holdings shareholders holding 54,097,656 shares constituting 32.82% of TA Holdings' issued share capital, had already accepted the offer.
Telerix Communications (Private) Limited ("Telerix")
In the six months to 30 June 2014, Telerix incurred a loss after tax of $2.1 million (2013: loss after tax of $2.9 million). The Group did not recognize its share of losses of Telerix during the six month period ended 30 June 2014, as required by IAS 28 Investments in Associates and Joint Ventures, after the Group's investment in Telerix was reduced to $nil during the year ended 31 December 2012. The reduction in the loss incurred was a result of increased revenues from the comparative period last year as the Company continues to increase its customer count. uMax customers increased by 53% and corporate customers increased by 14% from the previous year. However, high finance costs of $1.1 million (2013: $953,000) weighed down the company's profitability.
During the year ended 31 December 2013, the Group provided a guarantee to Telerix, limited to $1,465,250, relating to a $2.5 million loan obtained by Telerix's wholly owned subsidiary, Dandemutande Investments (Private) Limited ("Dandemutande") from Central African Building Society ("CABS").
The amount owed to CABS as at 31 December 2013 was $2,036,709 and this resulted in the Group recognising a liability amounting to $1,193,715 and an expense of the same amount, which was disclosed as share of loss of associate in the statement of comprehensive income during the year ended 31 December 2013. As at 30 June 2014, the loan payable to CABS by Dandemutande was $1,533,772. Consequently, the Group reduced the liability relating to the guarantee by $294,771 and this adjustment was disclosed as part of share of profit of associates in the statement of comprehensive income.
Joina City
The Group's share of the results of its investment in Joina City was a profit of $221,000 (2013: $75,000). The improved performance is mainly attributable to a 6% increase in revenue compared to the same period last year and a 15% decrease in property costs during the same period.
As at 30 June 2014, the building's occupancy level was 72% which represented a 1% decrease in occupancy from the occupancy level at 30 June 2013 of 73%. The office tower occupancy level remained constant at 52% in comparison with the occupancy level at 30 June 2013 and the retail section occupancy level was 87% (2013: 88%).
The fair value of the building as at 31 December 2013 was determined by Knight Frank Zimbabwe (Private) Limited, an accredited independent valuer with recognized and relevant professional qualifications which meets the requirements of the RICS Valuation - Professional Standards VS 1.6. Knight Frank has recent experience in the location and category of the investment property being valued and also has sufficient current knowledge of the particular market and the skills to undertake the valuation competently. The Directors assessed the potential changes to the inputs to the valuation and were of the opinion that there have not been material changes from the previous reporting period and therefore the carrying value of the investment property remained the same as it was at 31 December 2013.
Going concern
Management have prepared cash flow forecasts indicating that there is adequate operating cash for the period to September 2015 and short-term facilities will be utilized to fund any operating cash flow deficit that may arise during that period. The Directors reviewed the cash flow forecasts prepared by management when assessing the ability of the Group to continue operating as a going concern. Based on the review of the Group's cash flow forecasts, the Directors believe that the Group will have sufficient resources to continue to trade as a going concern for a period of at least 12 months from the date of approval of these financial statements and accordingly, the financial statements have been prepared on the going concern basis.
Cash flow for the six-month period
The Group recorded an overall increase in cash and cash equivalents of $16.9 million from the previous period. $2.7 million was utilized in operating activities, $24.3 million was generated from investing activities and $4.8 million was utilized in financing activities.
Net cash inflow generated from investing activities of $24.3 million was the net of a $26.7 million cash inflow that related to cash consideration received upon disposal of the Group's investment in Masawara Energy (Mauritius) Limited ("MEM"), a $400,000 cash inflow that related to cash received as part payment of the consideration receivable on sale of 20.75% shareholding in Minerva Risk Advisors (Private) Limited to TA Holdings Limited, a $2.5 million cash outflow that related to amounts that were advanced to Telerix as loan notes and a $354,000 cash outflow relating to the payment of deferred consideration to Minet Group for the purchase of Masawara's interest in Minerva Holdings (Private) Limited. The $26.7 million cash inflow received on sale of investment in MEM was a net of agreed selling price of Masawara's entire interest in MEM, $29.3 million, and a $2.6 million deposit that was received in July 2013.
Cash out flows from financing activities amounted to $4.8 million and this included a $4 million cash dividend that was distributed to shareholders and $776,000 utilised for the repayment of loans that had been obtained from African Banking Corporation of Zimbabwe (Private) Limited ($309,000), Minerva Risk Advisors (Private) Limited ($450,000) and a non controlling shareholder in Dubury Investments (Private) Limited, a subsidiary of Masawara Plc, amounting to $17,000.
Financial position
Non-current assets increased from $62.9 million as at 31 December 2013 to $67.1 million as at 30 June 2014. The Group had cash and cash equivalents of $16.9 million at 30 June 2013 (31 December 2013: $50,000).
The net asset value per share attributable to equity holders of the parent as at 30 June 2014 was $0.60 (31 December 2012: $0.59).
Outlook
Given the momentum in the first half of 2014, all Zimbabwean insurance companies are expected to record growth in premiums and underwriting profits in excess of those recorded in 2013 financial year. It is not expected that there will be growth in investment income given the current conditions prevailing in the Zimbabwean investment market and tough trading conditions at TA Holdings' city hotels are expected to continue into the second half of the year. On the agrochemicals front, the Group is optimistic that a viable tariff for Sable will be finalized in the second half of the year. As part of its strategy to move away from electricity usage, Sable is currently engaged in investigations to explore the use of Coal Bed Methane as an alternative feedstock in the manufacture of Hydrogen. This study will compliment an earlier feasibility study on coal gasification.
Botswana Insurance Company Limited concluded an agreement with a fellow short term insurer in Botswana, BHL Sure, to purchase their short term insurance book for an amount of Botswana Pula 8 million ("BWP"). It is expected that the conclusion of the agreement with BHL Sure, which awaits regulatory approval, will add an additional annual premium of approximately BWP 25 million. At Lion Assurance Company Limited, market share growth is expected to continue and given current claims levels, underwriting profits are forecast to increase over the 2013 financial year. Despite a slow start to financial year at Cresta Marakanelo, occupancies are forecast to improve and budgeted growth levels are likely to be achieved.
The demand for office space in central Harare is still being driven by the service sector which is being affected by the current harsh economic conditions prevailing in Zimbabwe. Different initiatives are also being employed to improve occupancy levels and also retaining the existing tenants. The property management team has engaged with prospective tenants, and if those discussions materialize, retail occupancy level is expected to increase to 95%. The property manager will continue to improve rental collections from tenants in order to reduce number of defaulting tenants.
Masawara Plc
Mr Julian Vezey
for the Board
30 September 2014
Unaudited interim consolidated statement of comprehensive income | |||||
for the six months ended 30 June 2014 | |||||
| June 2014 | June 2013 | |||
Unaudited | |||||
Notes | US$ | US$ | |||
Continuing operations | |||||
Revenue | 998,978 | 938,685 | |||
Share of profit of associates | 11 | 1,800,403 | 507,888 | ||
Gain on bargain purchase of additional shares in an associate | - | 103,578 | |||
Gain on loss of control of a subsidiary | 4.1 | 528,311 | - | ||
Profit on disposal of joint venture | 4.2 | 6,194,892 | - | ||
Impairment loss on financial assets | 9 | (2,510,784) | - | ||
Property expenses | 5.1 | (717,979) | (847,113) | ||
Administrative expenses | 5.2 | (338,742) | (289,012) | ||
Operating expenses | 5.2 | (2,009,225) | (1,804,958) | ||
Operating profit/(loss) | 3,945,854 | (1,390,932) | |||
Finance costs | 6 | (243,397) | (63,563) | ||
Finance income | 6 | 720,491 | 302,254 | ||
Profit/(loss) before tax from continuing operations | 4,422,948 | (1,152,241) | |||
Income tax expense | 7 | (61,123) | - | ||
Profit/(loss) for the period from continuing operations | 4,361,825 | (1,152,241) | |||
Discontinued operations | |||||
Share of loss of discontinued operations | - | (175,950) | |||
Profit/(loss) for the period | 4,361,825 | (1,328,191) | |||
Other comprehensive income: | |||||
Other comprehensive income/(loss) to be reclassified to profit or loss in subsequent periods, net of tax | 11.2 | 323,806 | (799,007) | ||
Other comprehensive income not to be reclassified to profit or loss in subsequent periods, net of tax | - | - | |||
Total comprehensive profit/(loss) for the period, net of tax | 4,685,631 | (2,127,198) | |||
Profit/(loss) for the period attributable to: Equity holders of parent | 4,337,671 | (1,371,086) | |||
Non-controlling interests | 24,154 | 42,895 | |||
Profit/(loss) for the period | 4,361,825 | (1,328,191) |
Total comprehensive income/(loss) attributable to: | |||||
Equity holders of parent | 4,661,477 | (2,170,093) | |||
Non-controlling interests | 24,154 | 42,895 | |||
Total comprehensive income/(loss) for the period | 4,685,631 | (2,127,198) |
Earnings per share: | 8 | ||
· Basic and diluted, on profit/(loss) for the period attributable to ordinary equity holders of the parent | US$0.04 | (US$ 0.01) | |
· Basic and diluted, on profit/(loss) from continuing operations for the period attributable to ordinary equity holders of the parent | US$0.04 | (US$ 0.01) |
Unaudited interim consolidated statement of financial position as at 30 June 2014
Notes | June 2014 | December 2013 | ||
Unaudited | Audited | |||
ASSETS | US$ | US$ | ||
Non-current assets | ||||
Property, plant and equipment | 492,615 | 524,475 | ||
Financial assets | 9 | 13,324,640 | 11,570,975 | |
Investment property | 10 | 30,947,400 | 30,947,400 | |
Investment in associates | 11 | 22,341,527 | 19,879,535 | |
Total non-current assets | 67,106,182 | 62,922,385 | ||
Current assets | ||||
Other receivables | 12 | 905,695 | 891,680 | |
Cash resources | 16,912,005 | 49,997 | ||
Total current assets | 17,817,700 | 941,677 | ||
Non-current assets classified as held for sale | - | 34,791,351 | ||
Total assets | 84,923,882 | 98,655,413 | ||
EQUITY AND LIABILITIES | ||||
Share capital | 1,234,655 | 1,234,655 | ||
Share premium | 3 | 80,109,859 | 84,109,545 | |
Treasury shares | (332,724) | (332,724) | ||
Group restructuring reserve | (9,283,142) | (9,283,142) | ||
Accumulated loss | (7,941,979) | (12,279,650) | ||
Other capital reserve | 372,177 | (156,117) | ||
Non-distributable reserve | (695,244) | (695,244) | ||
Revaluation reserve | 10,044,674 | 10,044,674 | ||
Equity attributable to equity holders of the parent | 73,508,276 | 72,641,997 | ||
Non-controlling interest | 402,467 | 378,313 | ||
Non controlling interest held for sale | - | 909,375 | ||
Total equity | 73,910,743 | 73,929,685 | ||
Non-current liabilities | ||||
Financial liabilities | 13.1 | 7,015,565 | 7,886,818 | |
Deferred tax | 1,364,685 | 1,364,685 | ||
Total non-current liabilities | 8,380,250 | 9,251,503 | ||
Current liabilities | ||||
Financial liabilities | 13.2 | 995,926 | 670,218 | |
Income tax liability | - | 8,022 | ||
Other payables | 1,636,963 | 2,664,491 | ||
Deferred income | 4.2 | - | 2,600,000 | |
Total current liabilities | 2,632,889 | 5,942,731 | ||
Non-current liabilities classified as held for sale | - | 9,531,494 | ||
Total liabilities | 11,013,139 | 24,725,728 | ||
Total equity and liabilities | 84,923,882 | 98,655,413 |
Unaudited interim consolidated statement of changes in equity
for the six months ended 30 June 2014
Attributable to the equity holders of the parent | |||||||||||||||
US$ '000 | |||||||||||||||
Share | Share | Treasury | Group | Retained | Other | Non | Revaluation | Total | Non-controlling | Total |
| ||||
Capital | Premium | Shares | Restructure | Profit/ | Capital | Distributable | Reserve | Interest | Equity |
| |||||
Reserve | (Loss) | Reserve | Reserves | US$'000 | US$'000 |
| |||||||||
Balance at 1 January 2013 | 1,235 | 84,110 | (333) | (9,283) | (2,594) | (103) | (695) | 9,863 | 82,200 | 1,154 | 83,354 |
| |||
Profit/(loss) for the period | - | - | - | - | (1,371) | - | - | - | (1,371) | 43 | (1,328) |
| |||
Other comprehensive income/(loss) for the period | - | - | - | - | - | (799) | - | - | (799) | - | (799) |
| |||
Total comprehensive income/(loss) for the period | - | - | - | - | (1,371) | (799) | - | - | (2,170) | 43 | (2,127) |
| |||
Balance at 30 June 2013 | 1,235 | 84,110 | (333) | (9,283) | (3,965) | (902) | (695) | 9,863 | 80,030 | 1,197 | 81,227 |
| |||
| |||||||||||||||
| |||||||||||||||
Balance at 1 January 2014 | 1,235 | 84,110 | (333) | (9,283) | (12,280) | (156) | (695) | 10,045 | 72,643 | 1,288 | 73,931 |
| |||
De-recognition of non-controlling interest relating to Minerva Risk Advisors | - | - | - | - | - | - | - | - | - | (910) | (910) |
| |||
Profit for the period | - | - | - | - | 4,338 | - | - | - | 4,338 | 24 | 4,362 |
| |||
Other comprehensive income for the period | - | - | - | - | 324 | - | - | 324 | - | 324 |
| ||||
Total comprehensive income for the period | - | - | - | - | 4,338 | 324 | - | - | 4,662 | 24 | 4,686 |
| |||
Dividend paid - Note 3 | - | (4,000) | - | - | - | - | - | - | (4,000) | (4,000) |
| ||||
Share based payment transactions | - | - | - | - | - | 204 | - | - | 204 | - | 204 |
| |||
Balance at 30 June 2014 | 1,235 | 80,110 | (333) | (9,283) | (7,942) | 372 | (695) | 10,445 | 73,509 | 402 | 73,911 |
| |||
Unaudited interim consolidated statement of cash flows |
| ||||
for the six months ended 30 June 2014
| June 2014 | June 2013 |
| ||
Notes | Unaudited |
| |||
US$ | US$ |
| |||
OPERATING ACTIVITIES | |||||
Profit/(loss) before tax from continuing operations | 4,422,948 | (1,152,241) |
| ||
Adjustments to reconcile profit/(loss) before tax from continuing operations to net cash flows from operating activities: |
| ||||
| |||||
Share of profit of associates | 11 | (1,800,403) | (507,888) |
| |
Gain on bargain purchase of additional shares of an associate | - | (103,578) |
| ||
Gain on loss of control of Minerva Risk Advisors | 4.1 | (528,311) | - |
| |
Profit on disposal of joint venture | 4.2 | (6,194,892) | - |
| |
Impairment of financial assets | 9 | 2,510,784 | - |
| |
Loss on disposal of property, plant and equipment | 63 | - |
| ||
Depreciation of equipment | 29,091 | 27,658 |
| ||
Unrealised exchange losses | 3,390 | 645 |
| ||
Share-based payment transaction expense | 204,488 | - |
| ||
Finance income | (720,491) | (302,254) |
| ||
Finance cost | 243,397 | 63,563 |
| ||
Working capital adjustments: |
| ||||
(Increase)/decrease in rent receivable and sundry receivables | (126,999) | 54,954 |
| ||
Increase in loans and receivables | (339,532) | (87,275) |
| ||
(Decrease)/increase in accounts payable | (1,027,528) | 66,709 |
| ||
(3,323,995) | (1,939,707) |
| |||
Interest received | 351,827 | 10,861 |
| ||
Interest paid | (87,339) | (46,070) |
| ||
Dividend received | 11.5 | 440,000 | - |
| |
Income tax paid | 7 | (61,123) | - |
| |
Net cash flows used in operating activities | (2,680,630) | (1,974,916) |
| ||
INVESTING ACTIVITIES |
| ||||
Purchase of property, plant and equipment | (4,520) | (195) |
| ||
Acquisition of additional shares in associate | - | (320,452) |
| ||
Proceeds on part disposal of Minerva Risk Advisors | 4.1 | 400,000 | - |
| |
Proceeds from disposal of joint venture | 4.2 | 26,724,960 | - |
| |
Loan repayments from related parties | 19,132 | 493,641 |
| ||
Deferred consideration payment to Minet Group | 4.5 | (354,110) | - |
| |
Loans issued to investee company | 9 | (2,466,651) | (176,616) |
| |
Net cash flows generated from/(used in) investing activities | 24,318,811 | (3,622) |
| ||
FINANCING ACTIVITIES |
| ||||
Proceeds from borrowings | - | 350,000 |
| ||
Repayment of loans | 4.6 | (776,489) | - |
| |
Dividend paid | 3 | (3,999,684) | - |
| |
Net cash flows (used in)/generated from financing activities | (4,776,173) | 350,000 |
| ||
Net increase/(decrease) in cash and cash equivalents | 16,862,008 | (1,628,538) |
| ||
Cash and cash equivalents at 1 January | 49,997 | 2,087,254 |
| ||
Cash & cash equivalents at 30 June | 16,912,005 | 458,716 |
|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2014
1 Corporate information
Masawara Plc ("the Company") is an investment company incorporated and domiciled in Jersey, Channel Islands, whose shares are publicly traded on the London Stock Exchange's AIM. The company is managed in Jersey and its registered office is located at Queensway House, Hilgrove Street in St Helier, Jersey.
The investment portfolio of the Company includes an investment property, the Joina City (a multi-purpose property situated in Harare that earns rental income), an associate called TA Holdings Limited (a diversified investment company that holds investments in insurance, agro-chemical and hospitality businesses), an associate called iWayAfrica Zimbabwe (Private) Limited (a broadband internet service company), an associate called Telerix Communications (Private) Limited (a company that has a license that allows it to construct, operate and maintain a public data internet access and Voice Over IP network in Zimbabwe) and a subsidiary called Minerva Holdings (Private) Limited (a company that has operations in Pensions Consulting and Administration, Insurance Risk Advisory and Reinsurance Broking).
The Group interim financial statements consolidate those of the Company, its subsidiaries and the Group's interest in associates (together referred to as "the Group").
2 Basis of preparation
The interim consolidated financial statements for the six months ended 30 June 2014 have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting.
The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's Annual Financial Statements for the year ended 31 December 2013. The interim consolidated financial statements have been drawn up using accounting policies and presentation consistent with those applied in the audited accounts for the year ended 31 December 2013 except as described as below.
IAS 27 Separate Financial Statements (as revised in 2011)
As a consequence of the new IFRS 10 and IFRS 12, what remains of IAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements. The Group does not present separate financial statements. The amendment had no impact on the Group.
IAS 28 Investments in Associates and Joint Ventures (as revised in 2011)
As a consequence of the new IFRS 11 Joint Arrangements, and IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates, has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. The revised standard becomes effective for annual periods beginning on or after 1 January 2014. The amendment had no impact on the Group.
IAS 32 Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32
Theseamendments clarify the meaning of "currently has a legally enforceable right to set-off". The amendments also clarify the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendments had no impact on the Group..
IFRS 10 Consolidated financial statements.
Under IFRS 10, subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group has power over an entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. Adoption of IFRS 10 did not have an impact on the Group results for the six month period ended 30 June 2014. It is expected that application of the investment entity exception included in IFRS 10 in future, will have a material impact on the Group results.
IFRS 11 Joint arrangements.
Under IFRS 11 Investments in joint arrangements are classified either as joint operations or joint ventures, depending on the contractual rights and obligations each investor has rather than the legal structure of the joint arrangement. Adoption of IFRS 11 did not have an impact on the Group results for the six month period ended 30 June 2014.
IFRS 12 Disclosure of Interests in Other Entities.
IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entity's interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required, but this standard has no impact on the Group's financial position or performance.
Other amendments to IFRS effective for the financial year ending 31 December 2014 are not expected to have a material impact on the Group.
Estimates
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2013.
Going Concern
Management have prepared cash flow forecasts indicating that there is adequate operating cash for the period to September 2015 and short-term facilities will be utilized to fund any operating cash flow deficit that may arise during that period. The Directors reviewed the cash flow forecasts prepared by management when assessing the ability of the Group to continue operating as a going concern. Based on the review of the Group's cash flow forecasts, the Directors believe that the Group will have sufficient resources to continue to trade as a going concern for a period of at least 12 months from the date of approval of these financial statements and accordingly, the financial statements have been prepared on the going concern basis.
3 Dividends
On 18 February 2014 the Directors of the Company declared a special cash dividend of 3.25 US cents per ordinary share. The dividend, amounting to $3,999,684, was paid on 5 March 2014 out of the Company's available cash resources.
4 Significant events
The following significant events that have a material effect on the financial statements of the Group took place during the six months period ended 30 June 2014.
4.1 Disposal of 20.75% shareholding in Minerva Risk Advisors (Private) Limited to TA Holdings Limited
On 1 January 2014, Masawara Plc concluded the sale of 20.75% shareholding in Minerva Risk Advisors (Private) Limited ("Minerva Risk Advisors") to TA Holdings Limited ("TA Holdings"). Assets, liabilities and non controlling interest relating to Minerva Risk Advisors that were classified as held for sale were derecognized when Masawara lost control over Minerva Risk Advisors. The total gain on loss of control amounted to $528,311. Of the total gain on loss of control of Minerva Risk Advisors of $528,311, $56,683 related to a gain on re-measurement of the investment retained in Minerva Risk Advisors on the date when control was lost and $471,628 was the actual gain on disposal of the 20.75% interest in Minerva Risk Advisors to TA Holdings.
The consideration receivable from TA Holdings, which ranges from a minimum of $400,000 up to maximum of $1.5 million, will be the sum total of 30% of earnings before interest, tax, depreciation and amortization ("EBITDA") of Minerva Risk Advisors for the years ending 31 December 2013, 31 December 2014 and 31 December 2015 and will be payable over the 3 years on 30 April 2014, 30 April 2015 and 30 April 2016. TA Holdings Limited made the first installment payment of $400,000, on 25 April 2014.
Subsequent to the sale of Masawara Plc's 20.75% shareholding in Minerva Risk Advisors to TA Holdings, Masawara owns 44% of Minerva Risk Advisors. Masawara accounts for its investment in Minerva Risk Advisors as an associate in accordance with IAS 28 Investment in Associates and Joint Ventures. Refer to Note 11.5 for a summary of the performance of Minerva Risk Advisors for the six month period ended 30 June 2014.
4.2 Disposal of Masawara Energy (Mauritius) Limited ("MEM")
On 31 January 2014, Masawara Plc disposed of its entire interest in Masawara (Energy) Mauritius Limited i.e. 51 % interest in MEM, for $29,324,960 to Woble Investments (Private) Limited. The proceeds received on 31 January 2014 of $26,724,960, were net of the $2.6 million deposit that was received in July 2013. Profit on the disposal of MEM amounted to $6,194,892.
4.3 Conversion of Telerix Communications (Private) Limited loans and debentures into loan notes
At a Telerix Communications (Private) Limited ("Telerix") extra ordinary general meeting held on 4 December 2013, the Telerix shareholders approved the conversion of all amounts advanced by Telerix shareholders into a new instrument called a loan note. On 21 March 2014 Masawara converted all the Telerix debentures amounting to $7,451,915 and loans receivable from Telerix amounting to $2,215,461 into a loan note. Due to the fact that the loans and debentures were converted into an instrument that has a longer tenure, an impairment loss amounting to $2,510,784 was recognized in order to take into account the time value of money.
The loan note has variable interest rates, over a period of 6 years. Refer to the terms of the loan note detailed as follows.
Period (months) | Interest rate (percentage) |
0 - 24 | 10% |
25 - 36 | 12% |
37 - 48 | 14% |
49 -60 | 16% |
61 -65 | 18% |
4.4 Telerix Communications (Private) Limited letter of support
On 28 March 2014 Masawara provided a letter of support pledging that it will, and is in a position to, at the request of Telerix, place sufficient funds up to a maximum of $3.6 million (2013: $1.4 million) to meet Telerix's obligations as and when they fall due during the 12 month period from 28 March 2014. As at 30 June 2014, Masawara had advanced $2.3 million of the funds pledged to Telerix.
4.5 Payment of deferred consideration to Minet Group
In accordance with the share and purchase agreement between Masawara and Minet Group relating to the sale and purchase of Minerva Holdings (Private) Limited, Masawara made the first installment payment to Minet Group amounting to $354,110 on 30 April 2014.
4.6 Loanrepayments
The Group repaid loans amounting to $776,489 during the six month period ended 30 June 2014. The $776,489 was made up of loan repayments made to African Banking Corporation of Zimbabwe Limited ($309,240), Minerva Risk Advisors, an associate of the Group, ($450,000) and non controlling shareholder amounting to $12,279 (Note 13.1).
African Banking Corporation of Zimbabwe Limited ("BancABC") loan repayment
The loan secured from BancABC on 31 May 2013 amounting to $309,240 was repaid on 17 February 2014. Interest paid on that date was $27,806.
Minerva Risk Advisors (Private) Limited loan repayment
The loan secured from Minerva Risk Advisors (Private) Limited on 24 December 2013 amounting to $450,000 was repaid on 11 February 2014. Interest on the loan amounting to $5,655 was paid on 13 February 2014.
5 Administrative, property and other expenses
5.1 Property expenses
Property expenses are made up of day to day expenditure incurred on the investment property e.g. electricity, rates, security costs and repairs and maintenance works on the building. Property expenses did not change significantly from the previous reporting period as the occupancy level, at 72% changed slightly from 71% occupancy reported during the same period last year.
5.2 Administrative and operating expenses
The major components of administrative and operating expenses are staff costs, directors' fees, advisory fees and consultancy fees relating to due diligence exercises carried out for potential acquisitions and disposals and these excludes all expenses incurred on the investment property.
6 Finance costs and finance income
Finance costs
Increase in finance costs from the previous period is attributable to interest expense amounting to $171,000 on deferred consideration payable to the Minet Group. Refer to Note 13.1 and Note 13.2 for more detail on deferred consideration payable to the Minet Group.
Finance income
Finance income is mainly made up of interest income charged on funds advanced to Telerix Communications (Private) Limited ("Telerix") i.e. loan notes in the current year and debentures, loan receivables and preference shares in the previous year. The increase in the finance income figure from the previous year was a result of the increase in amounts advanced to Telerix since the previous reporting period.
7 Income tax expense
The income tax expense amounting to $61,123 relates to capital gains tax paid during the period under review. The capital gains tax arose on the sale of 20.75% shareholding in Minerva Risk Advisors (Private) Limited to TA Holdings Limited that is highlighted in Note 4.1.
8 Earnings per share
Basic earnings per share amounts are calculated by dividing net profit or loss for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share computations:
June 2014 | June 2013 | |
Unaudited | ||
US$ | US$ | |
Net profit/(loss) attributable to ordinary equity holders of parent for basic earnings and diluted earnings | 4,337,671 | (1,371,086) |
Net profit/(loss) attributable to ordinary equity holders of parent for basic earnings and diluted earnings from continuing operations | 4,337,671 | (1,195,136) |
Weighted average number of ordinary shares for basic earnings per share | 123,065,409 | 123,065,409 |
Effect of dilution: shares allocated | - | - |
Weighted average number of ordinary shares for diluted earnings per share | 123,065,409 | 123,065,409 |
June 2014 | June 2013 | |
Unaudited | ||
US$ | US$ | |
Basic and diluted earnings/(loss) per share | 0.04 | (0.01) |
Basic and diluted earnings/(loss) per share from continuing operations | 0.04 | (0.01) |
There were no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements.
9 Financial assets
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Debenture investment | 1,766,663 | 9,020,881 | |
Loan notes | 10,027,647 | - | |
Staff loans | 817,256 | 388,858 | |
Loans receivables | - | 2,161,236 | |
Deferred consideration receivable | 713,074 | - | |
Total | 13,324,640 | 11,570,975 |
Loan notes
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Opening balance | - | - | |
New loans | 2,466,651 | - | |
Transfer from loans and receivables | 2,215,461 | - | |
Transfer from debentures | 7,451,915 | - | |
Interest income on loan notes | 404,404 | ||
Impairment loss | (2,510,784) | - | |
Total | 10,027,647 | - |
The decrease in the debenture investment balance and the loans receivables balance and the corresponding increase in the loan note balance was due to the fact that the Group converted the debentures and loans receivable Telerix Communications (Private) Limited into loan notes during the period under review. For more details refer to Note 4.4
The impairment loss of $2,510,784 arose when the debentures and the loans receivable were converted into loan notes. The impairment loss was as a result of the extension of the repayment period of amounts receivable from Telerix, as highlighted in Note 4.3
Deferred consideration receivable amounting to $713,074 relates to the amount receivable from TA Holdings Limited relating to the sale of the 20.75% shareholding in Minerva Risk Advisors (Private) Limited. Refer to Note 4.1 for more details.
10 Investment property
The fair value of the building as at 31 December 2013 was determined by Knight Frank Zimbabwe (Private) Limited, an accredited independent valuer with recognized and relevant professional qualifications which meets the requirements of the RICS Valuation - Professional Standards VS 1.6. Knight Frank has recent experience in the location and category of the investment property being valued and also has sufficient current knowledge of the particular market and the skills to undertake the valuation competently. The Directors assessed the potential changes to the inputs to the valuation and were of the opinion that there have not been a material changes from the previous reporting period and therefore the carrying value of the investment property remained the same as it was at 31 December 2013.
There is a risk that the illiquidity of the Zimbabwean capital market may affect the valuation of the Group's investment property in the short to medium term. As detailed in the financial statements for the year ended 31 December 2013, there are no buildings that are comparable to the Group's investment property in Zimbabwe, which poses a greater degree of uncertainty than which exists in a more active market in estimating market values of investment property.
11 Investment in associates
Investment in associates includes investments in TA Holdings Limited ("TA Holdings"), iWayAfrica (Private) Limited ("iWayAfrica") and Minerva Risk Advisors (Private) Limited ("Minerva Risk Advisors"). Investment in Telerix Communications (Private) Limited ("Telerix") was written off to $nil by share losses.
June 2014 | June 2013 | ||
Unaudited | Unaudited | ||
US$ | US$ | ||
Share of profit of TA Holdings - Note 11.2 | 1,077,710 | 483,201 | |
Share of profit of Telerix - Note 11.3 | 294,771 | - | |
Share of profit of iWayAfrica - Note 11.4 | 4,680 | 24,687 | |
Share of profit of Minerva Risk Advisors - Note 11.5 | 423,242 | - | |
Total share of profit of associates | 1,800,403 | 507,888 |
11.1 Aggregate group investments in associates
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
TA Holdings Limited - Note 11.2 | 21,001,992 | 19,600,476 | |
iWayAfrica Zimbabwe (Private) Limited - Note 11.4 | 283,739 | 279,059 | |
Minerva Risk Advisors (Private) Limited - Note 11.5 | 1,055,796 | - | |
Total | 23,341,527 | 19,879,535 |
11.2 Summarised financial information in respect of TA Holdings Limited
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Opening balance | 19,600,476 | 22,355,465 | |
Share of profit/(loss) | 1,077,710 | (3,230,316) | |
Share of other comprehensive income/(loss) | 323,806 | (965,341) | |
Purchase of additional shares | - | 320,452 | |
Gain on bargain purchase of additional shares | - | 760,706 | |
Share of movement in other reserves | - | 359,510 | |
Closing carrying amount of investment in associate | 21,001,992 | 19,600,476 |
The Group's share of TA Holdings Limited's aggregate assets and liabilities and its share of results are shown as follows. | |||
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Assets | 78,509,335 | 64,109,815 | |
Liabilities | (51,520,428) | (39,115,634) | |
Percentage shareholding | 41.04% | 41.04% |
June 2014 | June 2013 | ||
Unaudited | |||
US$ | US$ | ||
Revenue | 17,199,043 | 15,984,190 | |
Profit for the period | 1,077,710 | 483,201 | |
Gain on bargain purchase of additional shares | - | 103,578 | |
Other comprehensive profit/(loss) for the period | 323,806 | (799,007) |
Share of other comprehensive income of TA Holdings Limited predominately relates to foreign currency translation reserve movements that arose on translation of the TA Holdings Limited's Botswana operations that have a Pula functional currency into the United States Dollar functional currency.
11.3 Summarised financial information in respect of Telerix Communications (Private) Limited ("Telerix")
June 2014 | December 2013 | ||
Unaudited | |||
US$ | US$ | ||
Opening balance | - | - | |
Share of loss | - | - | |
Closing carrying amount of investment in associate | - | - |
The Group's share of Telerix's aggregate assets, liabilities and its share of results are shown as follows. | |||
June 2014 | December 2013 | ||
Unaudited | |||
US$ | US$ | ||
Assets | 7,914,652 | 8,170,452 | |
Liabilities | (15,703,186) | (14,959,296) | |
Percentage shareholding | 50% | 50% | |
June 2014 | June 2013 | ||
Unaudited | |||
US$ | US$ | ||
Revenue | 1,302,372 | 1,030,692 | |
Profit for the period | 294,771 | - |
As highlighted in the financial statements for the year ended 31 December 2013, Masawara Plc discontinued recognising its share of further losses after the investment in Telerix was $nil in accordance with IAS 28 Investment in Associates.
During the year ended 31 December 2013, the Group provided a guarantee to Telerix, limited to $1,465,250, relating to a $2.5 million loan obtained by Telerix's wholly owned subsidiary, Dandemutande Investments (Private) Limited ("Dandemutande") from Central African Building Society ("CABS").
The amount owed to CABS as at 31 December 2013 was $2,036,709 and this resulted in the Group recognising a liability amounting to $1,193,715 and an expense of the same amount, which was disclosed as share of loss of associate in the statement of comprehensive income during the year ended 31 December 2013. As at 30 June 2014, the loan payable to CABS by Dandemutande was $1,533,772. Consequently, the Group reduced the liability relating to the guarantee by $294,771 and this adjustment was disclosed as part of share of profit of associates in the statement of comprehensive income.
The reconciliation below shows the movement of unrecognized share of losses in Telerix Communications (Private) Limited:
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Opening balance | 2,223,567 | 368,570 | |
Unrecognised share of losses for the period | 1,058,023 | 1,854,997 | |
Closing balance | 3,281,590 | 2,223,567 |
11.4 Summarised financial information in respect of iWayAfrica Zimbabwe (Private) Limited ("iWayAfrica Zimbabwe")
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Opening balance | 279,059 | 204,017 | |
Share of profit | 4,680 | 75,042 | |
Closing carrying amount of investment in associate | 283,739 | 279,059 |
The Group's share of iWayAfrica Zimbabwe's aggregate assets, liabilities and its share of results are shown as follows.
June 2014 | December 2013 | ||
Unaudited | |||
US$ | US$ | ||
Assets | 147,804 | 145,953 | |
Liabilities | (219,214) | (202,549) | |
Percentage shareholding | 15.03% | 15.03% |
June 2014 | June 2013 | ||
Unaudited | |||
US$ | US$ | ||
Revenue | 235,451 | 1,691,440 | |
Profit for the period | 4,680 | 24,687 |
11.5 Summarised financial information in respect of Minerva Risk Advisors (Private) Limited ("Minerva Risk Advisors")
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Opening balance | - | - | |
Fair value of investment in Minerva Risk Advisors | 1,072,554 | - | |
Share of profit of associate | 423,242 | - | |
Dividend received from Minerva Risk Advisors | (440,000) | - | |
Closing carrying amount of investment in associate | 1,055,796 | - |
The Group's share of Minerva Risk Advisors' aggregate assets, liabilities and its share of results are shown as follows.
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Assets | 5,608,634 | - | |
Liabilities | (4,552,838) | - | |
Percentage shareholding | 44% | - |
June 2014 | June 2013 | ||
Unaudited | |||
US$ | US$ | ||
Revenue | 1,889,989 | - | |
Profit for the period | 423,242 | - |
12 Other receivables
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Receivables from related parties - Note 15 | 438,723 | 439,761 | |
Rent and service charges | 119,272 | 67,040 | |
Loans to Directors and employees | 239,641 | 328,507 | |
Sundry receivables | 108,059 | 56,372 | |
Total | 905,695 | 891,680 |
13 Financial liabilities
13.1 Financial liabilities - non-current
June 2014 | December 2013 | |
Unaudited | Audited | |
US$ | US$ | |
Loan payable to non-controlling interest shareholder | 5,987,689 | 6,004,938 |
Deferred consideration payable to Minet Group | 1,027,876 | 1,881,880 |
At 31 December | 7,015,565 | 7,886,818 |
Loan payable to non-controlling interest shareholder
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Opening balance | 6,004,938 | 5,977,120 | |
Accrued finance costs | 59,533 | 119,542 | |
Repayment - capital | (17,249) | - | |
Repayment - finance costs | (59,533) | (91,724) | |
Closing balance | 5,987,689 | 6,004,938 |
Non-current financial liabilities consist of a loan from a non-controlling shareholder. The loan is unsecured, does not have fixed repayment terms and the loan began bearing interest with effect from 1 January 2013 at a rate of 2% per annum.
Deferred consideration payable to Minet Group
This relates to the non-current portion of the amount payable to Minet Group for the acquisition of Minerva Holdings (Private) Limited.
13.2 Financial liabilities - current
June 2014 | December 2013 | |
Unaudited | Audited | |
US$ | US$ | |
Loan payable to a third parties | - | 345,476 |
Deferred consideration payable to Minet Group | 995,926 | 324,742 |
At 31 December | 995,926 | 670,218 |
Loan payable to third parties
June 2014 | December 2013 | ||
Unaudited | Audited | ||
US$ | US$ | ||
Opening balance | 345,476 | - | |
Loan drawdown | - | 309,240 | |
Loan repayment | (351,193) | - | |
Finance costs | 5,717 | 36,236 | |
Closing balance | - | 345,476 |
Deferred consideration payable
This relates to the current portion of the amount payable to Minet Group for the acquisition of Minerva Holdings (Private) Limited.
14 Segment information
For management purposes, the Group is organised into business units based on their products and services and has five reportable segments as follows:
· The Investment Property segment leases retail and office space at the Joina City building partly owned by the Group.
· TA Holdings Limited, an associate, is a diversified investment company that holds stakes in insurance, agro-chemical and hospitality businesses across sub-Saharan Africa and is listed on the Zimbabwe Stock Exchange. The Group's interest in Minerva Risk Advisors (Private) Limited ("Minerva Risk Advisors") has been accounted for as part of TA Holdings Limited for segment reporting purposes. This is because the financial performance of Minerva Risk Advisors is reported to Masawara Plc on a monthly basis as part of TA Holdings Limited, due to the fact that TA Holdings exercises management control over the operations of Minerva Risk Advisors.
· Telerix Communications (Private) Limited, an associate, is a company that is licensed to construct, operate and maintain public data internet access and Voice Over network in Zimbabwe.
· iWayAfrica Zimbabwe (Private) Limited, an associate, is a broadband internet service company in Zimbabwe.
· Energy segment, which was disposed of on 31 January 2014 as detailed in Note 4.2, used to incorporate Masawara Energy (Mauritius) Limited with a wholly owned subsidiary, Zuva Petroleum (Private) Limited, a long established importer and distributor of petroleum products in Zimbabwe. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on segment profit or loss, and is measured consistently with operating profit or loss in the consolidated financial statements.
Segment assets for the Investment Property segment represent the Group's share of the Joina City building ($30,947,400), debenture investment ($1,766,663), tenant receivables ($142,352) and other assets ($234,176). Segment liabilities represent deferred capital gains tax liability ($1,364,685) on fair value gains on the Joina City building, shareholder loan ($5,987,688) and other payables ($375,719).
Six months ended 30 June 2014 | |||||||
Investment property | TA Holdings | Telerix | iWayAfrica | Energy | Total Group | ||
US$ | US$ | US$ | US$ | US$ | US$ | ||
Rent and service charge income | 998,978 | - | - | - | - | 998,978 | |
Property operating expenses | (717,979) | - | - | - | - | (717,979) | |
Gain on disposal of joint venture | - | - | - | - | 6,194,892 | 6,194,892 | |
Equity accounted earnings | - | 2,029,263 | 294,771 | 4,680 | - | 2,328,714 | |
Segment profit | 280,999 | 2,029,263 | 294,771 | 4,680 | 6,194,892 | 8,804,605 | |
Other operating expenses | (1,980,134) | ||||||
Administrative expenses | (338,742) | ||||||
Depreciation | (29,091) | ||||||
Impairment loss on financial assets | (2,510,784) | ||||||
Finance costs | (243,397) | ||||||
Finance income | 720,491 | ||||||
Loss before tax | 4,422,948 | ||||||
As at 30 June 2014
| |||||||
Segment assets | 33,090,587 | 22,057,793 | - | 283,739 | - | 55,432,119 | |
Central non-current assets | 12,050,592 | ||||||
Central current assets | 17,441,171 | ||||||
Total assets | 84,923,882 | ||||||
Segment liabilities | (7,728,092) | - | - | - | - | (7,728,092) | |
Central non-current liabilities | (1,027,876) | ||||||
Central current liabilities | (2,257,171) | ||||||
Total liabilities | (11,013,139) | ||||||
| |||||||
Six months ended 30 June 2013 | |||||||
Investment property | TA Holdings | Telerix | iWayAfrica | Energy | Total Group | ||
US$ | US$ | US$ | US$ | US$ | US$ | ||
Rent and service charge income | 938,685 | - | - | - | - | 938,685 | |
Property operating expenses | (847,113) | - | - | - | - | (847,113) | |
Gain on bargain purchase | - | 103,578 | - | - | - | 103,578 | |
Equity accounted earnings | - | 483,201 | - | 24,687 | - | 507,888 | |
Segment profit | 91,572 | 586,779 | - | 24,687 | - | 703,038 | |
Other operating expenses | (1,777,300) | ||||||
Administrative expenses | (289,012) | ||||||
Depreciation | (27,658) | ||||||
Finance costs | (63,563) | ||||||
Finance income | 302,254 | ||||||
Loss before tax from continuing operations | (1,152,241) | ||||||
Share of loss of discontinued operation | (175,950) | ||||||
Loss before tax | (1,328,191) | ||||||
As at 31 December 2013
| |||||||
Segment assets | 32,944,876 | 31,261,759 | - | 279,059 | 23,130,068 | 87,615,762 | |
Central non-current assets | 10,333,542 | ||||||
Central current assets | 706,109 | ||||||
Total assets | 98,655,413 | ||||||
Segment liabilities | (7,721,659) | (9,531,494) | - | - | - | (17,253,153) | |
Central non-current liabilities | (1,431,880) | ||||||
Central current liabilities | (6,040,695) | ||||||
Total liabilities | (24,725,728) | ||||||
Geographical information
Investment property
The Joina City building is situated in Harare and therefore all revenues and assets are from Zimbabwe.
Telerix
Telerix Communications (Private) Limited is situated in Harare and only offer services in Zimbabwe, therefore all revenues and assets are from Zimbabwe.
iWayAfrica
iWayAfrica Zimbabwe (Private) Limited is situated in Harare and only offer services in Zimbabwe, therefore all revenues and assets are from Zimbabwe.
TA Holdings Limited
TA Holdings Limited has operations in Zimbabwe, Botswana, South Africa and Uganda. The Group's share of TA Holdings Limited's revenues and non-current assets is split as follows:
June 2014 | June 2013 | |
Unaudited | ||
US$ | US$ | |
Revenues | ||
From Zimbabwe | 11,446,056 | 11,912,551 |
Outside Zimbabwe | 5,752,987 | 4,071,639 |
Total | 17,199,043 | 15,984,190 |
June 2014 | December 2013 | |
Unaudited | Audited | |
US$ | US$ | |
Total assets | ||
From Zimbabwe | 42,383,650 | 33,895,346 |
Outside Zimbabwe | 36,199,742 | 30,214,469 |
Total | 78,583,392 | 64,109,815 |
15 Related party disclosures
The financial statements include the financial statements of Masawara Plc, the subsidiaries and associates. The related party relations have not changed from the previous reporting period, i.e. as at 31 December 2013.
The following table provides the total amount of transactions that have been entered into with related parties during the six months ended 30 June 2014 and 30 June 2013.
Sales to | Purchases | Balance owed | Balance owed | |
related | from related | to related | by related | |
parties | parties | parties | parties | |
US$ | US$ | US$ | US$ | |
New World Property Managers (Private) Limited | ||||
2014 | - | 101,105 | - | 148,608 |
2013 | - | 69,950 | - | 155,502 |
TA Holdings Limited | ||||
2014 | 1,910 | - | - | 18,565 |
2013 | 4,411 | - | - | 35,787 |
Cherryfield Investments (Private) Limited | ||||
2014 | - | - | 102,352 | - |
2013 | - | - | 102,348 | - |
Head Biz (Private) Limited | ||||
2014 | 23,078 | - | - | 23,078 |
2013 | 21,978 | - | - | - |
Axis Fiduciary Limited | ||||
2014 | - | - | - | - |
2013 | - | - | 35,366 | - |
BLC Chambers Limited | ||||
2014 | - | - | - | - |
2013 | - | - | 875 | - |
Masawara Energy (Mauritius) Limited | ||||
2014 | - | - | - | - |
2013 | 48,169 | - | 7,710 | - |
Telerix Communications (Private) Limited | ||||
2014 | 33,000 | 11,400 | - | - |
2013 | 30,558 | 14,400 | - | - |
Turklane Investments (Private) Limited | ||||
2014 | - | - | - | 248,472 |
2013 | 12,645 | - | - | 248,472 |
Total 2014 | 57,988 | 112,505 | 102,352 | 438,723 |
Total 2013 | 117,761 | 84,350 | 146,299 | 439,761 |
Terms and conditions of transactions with related parties
The sales and purchases from related parties are made at terms equivalent to those that prevail in arm's length transactions. Outstanding balances as at 30 June 2014 are unsecured and settlement occurs in cash. There are no guarantees received or provided for any related party receivables or payables.
As detailed per the 31 December 2013 annual report, credit risk from loans receivable from associates is managed by the Group Treasury Manager.
Directors' loans
There were no changes to the terms and conditions on directors' loans that existed as at the last reporting date.
Interest received | Amounts owed | |
US$ | US$ | |
June 2014 | 13,684 | 416,078 |
December 2013 | 23,282 | 570,001 |
Directors' remuneration
June 2014 | June 2013 | |
Unaudited | ||
US$ | US$
| |
Short-term employee benefits | 575,489 | 433,390 |
Share based payments | 121,000 | - |
Directors' fees | 121,000 | 123,923 |
Medical benefits | 5,055 | 5,820 |
Total | 822,544 | 563,133 |
Directors' interests in shares
As at 30 June 2014, S Mutasa owned 61,682,130 (2013: 61,682,130) shares in Masawara Plc, F Daniels owned 3,666,667 (2013: 3,666,667) shares in Masawara Plc, and J Vezey owned 82,836 shares in Plc (2013: 82,836). The other directors had no interests in the shares of the company (2013: nil).
16 Fair values of financial assets and financial liabilities
Set out below, is a comparison by class of the carrying amounts and fair value of the Group's financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:
Carrying amount | Fair value | ||||
June 2014 | December 2013 | June 2014 | December 2013 | ||
US$ | US$ | US$ | US$ | ||
Financial assets | |||||
Debenture investments | 1,766,663 | 9,020,881 | 1,537,484 | 9,020,881 | |
Loan notes | 10,027,647 | - | 10,027,647 | - | |
Staff loans | 1,056,897 | 717,365 | 1,056,897 | 717,365 | |
Deferred consideration receivable from TA Holdings | 713,074 | - | 788,799 | - | |
Financial liabilities | |||||
Loan payable to non controlling shareholder | 5,987,689 | 6,004,938 | 4,376,148 | 4,116,838 | |
Deferred consideration payable to Minet Group | 2,023,802 | 2,206,621 | 2,206,621 | 2,206,621 |
The basis of calculation of fair values disclosed above is the same as that used in the 2013 financial statements. The Directors assessed that cash and cash equivalents, other receivables and other payables approximate their carrying amounts largely due to the short-term maturities of these instruments.
17. Fair value measurement
The following table provides the fair value measurement hierarchy of the Group's assets and liabilities.
Quantitative disclosures fair value measurement hierarchy for assets and liabilities as at 30 June 2014:
Fair value measurement using | |||||
Date of valuation |
Total | Quoted prices in active market (Level 1) |
Significant observable inputs (Level 2) |
Significant unobservable inputs (Level 3) | |
$000 | $000 | $000 | $000 | ||
Assets measured at fair value | |||||
Investment property (Note 10) | 30 June 2014 | 30,947 | - | - | 30,947 |
Assets for which fair values are disclosed (Note 16): | |||||
Debenture investments | 30 June 2014 | 1,537 | - | - | 1,537 |
Loan notes | 30 June 2014 | 10,028 | - | - | 10,028 |
Staff loans | 30 June 2014 | 1,057 | - | - | 1,057 |
Deferred consideration receivable from TA Holdings | 30 June 2014 | 789 | - | - | 789 |
Liabilities for which fair values are disclosed (Note 16): | |||||
Loan payable to non controlling shareholder | 30 June 2014 | 4,376 | - | 4,376 | - |
Deferred consideration payable to Minet Group | 30 June 2014 | 2,206 | - | - | 2,206 |
There have been no transfers between Level 1 and Level 2 during the period. |
The fair value of Group's interest bearing borrowings and loans are disclosed under level 2 category because the inputs to the fair value computation, fair market interest rates for similar interest bearing borrowings and loan, is significantly observable.
Fair value of assets and liabilities disclosed in level 3 did not have an effect on profit or loss because they are stated at amortised cost and not at fair value. Refer to note 16 for a comparison of fair values and carrying amounts.
Quantitative disclosures fair value measurement hierarchy for assets and liabilities as at 31 December 2013:
Fair value measurement using | |||||
Date of valuation |
Total | Quoted prices in active market (Level 1) |
Significant observable inputs (Level 2) |
Significant unobservable inputs (Level 3) | |
$000 | $000 | $000 | $000 | ||
Assets measured at fair value | |||||
Investment property (Note 10) | 31 December 2013 | 30,947 | - | - | 30,947 |
Assets for which fair values are disclosed (Note 16): | |||||
Debenture investments | 31 December 2013 | 9,021 | - | - | 9,021 |
Loan notes | 31 December 2013 | - | - | - | - |
Staff loans | 31 December 2013 | 717 | - | - | 717 |
Deferred consideration receivable from TA Holdings | 31 December 2013 | - | - | - | - |
Liabilities for which fair values are disclosed (Note 16): | |||||
Loan payable to non controlling shareholder | 31 December 2013 | 4,117 | - | 4,117 | - |
Deferred consideration payable to Minet Group | 31 December 2013 | 2,206 | - | - | 2,206 |
There have been no transfers between Level 1 and Level 2 during the period. |
18 Commitments and contingences
On 28 March 2014 Masawara provided a letter of support pledging that it will, and is in a position to, at the request of Telerix, place sufficient funds up to a maximum of $3.6 million (2013: $1.4 million) to meet Telerix's obligations as and when they fall due during the 12 month period from 28 March 2014. As at 30 June 2014, Masawara had advanced $2.3 million of the funds pledged to Telerix.
19 Events after the reporting period
Offer to purchase minorities in TA Holdings Limited
On 17 July 2014, Masawara Plc through its wholly owned subsidiary, Masawara Holdings (Mauritius) Limited, made an offer to acquire all the shares of TA Holdings Limited ("TA Holdings") which it does not already own at an offer price of 20.6 US cents per share through a scheme of arrangement ("the Scheme") in terms of Section 191 of the Zimbabwe Companies Act, or alternatively a general offer ("the Offer") under Section 194 of the same Act. The Scheme was not approved by the requisite 75% majority of scheme members present at the scheme meeting held on 16 September 2014. Consequently, the Offer will run from 22 September 2014 to 31 October 2014. As at 20 September 2014, TA Holdings shareholders holding 54,097,656 shares constituting 32.82% of TA Holdings' issued share capital, had already accepted the offer.
Related Shares:
Masawara