25th Sep 2012 07:00
Masawara plc
("Masawara" or the "Company")
Interim Results for the six months ended 30 June 2012
Masawara, an investment company focused on acquiring interests in companies based in Zimbabwe and the southern African region, is pleased to announce its interim results for the six months ended 30 June 2012.
Highlights
·; Loss for the period of $4.2 million
·; TA Holdings increased operating profit before investment income to $2.8 million (2011: $0.5 million)
·; Increased the Group's shareholding in TA Holdings to 39.19%
·; WiMAX network launched on 20 June 2012
·; Zuva Petroleum - volumes increased by 4% but lower margins resulted in a loss to the Group
·; Progress continues at Joina City with occupancy now at 72% (2011: 63%)
Looking forward, the Group sees some significant prospects and notable development. These include the following:
·; Continued increase in customer base following launch of WiMAX network
·; Rebranding and strategic restructuring at Zuva complete, platform for growth
·; The Group remains actively involved with the help of the Investment Advisors in seeking good investment opportunities for the Group
Contact details
Masawara plc
Oliver Lutz/Rutendo Maziva +263 4 751805
Cenkos Securities plc (Nominated adviser and broker)
Nicholas Wells/Max Hartley +44 20 7397 8900
Financial review
Masawara Plc hereby presents the interim results for the six-month period ended 30 June 2012.
Performance
The Group incurred a loss after tax $4.2 million for the half year compared to a profit after tax of $1.7 million during the corresponding period in the previous year. The profit in the prior year included a $3.2 million gain on the bargain purchase of Zuva Petroleum (Private) Limited. The performance of the individual investee companies is summarized below.
TA Holdings Limited
TA Holdings Limited's operating profit before investment income increased by 460% to $2.8 million from $0.5 million achieved during the same period last year. This growth in operating profit was mainly driven by strong underwriting performance in all the insurance companies, especially those operating in Zimbabwe. However, a loss of $2.4 million was incurred by the agrochemicals associate companies in the current period (2011: loss of $1.1 million) and a decline was recorded in investment income from $2.8 million in 2011 to $0.5 million in 2012 as there was no fair value uplift in investment property in the current period. This resulted in TA Holdings Limited achieving a profit after tax of $995,000 (2011: $1.7 million), with the Group's share of profit after tax for the period amounting to $57,000 (2011: $425,000).
During the period under review, the Group increased its shareholding in TA Holdings Limited from 37.73% as at 31 December 2011 to 39.19% as at 30 June 2012. A gain on bargain purchase of additional shares in TA Holdings Limited amounting to $392,000 was recognized in the Group statement of comprehensive income.
Masawara Energy (Mauritius) Limited
The Group's share of Masawara Energy (Mauritius) Limited's ("MEM") loss after tax for the period amounted to $1.5 million (2011: profit of $3 million). The prior year comparatives are from the acquisition date of 1 April 2011 to 30 June 2011 and included Masawara's share of gain on bargain purchase of the joint venture amounting to $3.2 million. MEM's wholly owned investment is Zuva Petroleum (Private) Limited.
Zuva's total sales volumes during the period increased by 4% compared to the same period last year. The volumes in the aviation sector declined by 47% compared to the same period last year, due to the main customer, Air Zimbabwe, not embarking on international flights for the significant part of the current period. Zuva took over the management of some retail sites during the second half of 2011, which were previously being run by operators. Zuva is still in the process of identifying new operators for these sites, and during the half year did not earn rental income for these sites and incurred additional net costs of $500,000. Zuva de-branded all the retail sites from "BP" and "Shell" and started the process of moving to its new brand, and costs of $809,000 have been included in the half year results. Competition in the market resulted in lower gross profit margins being achieved in the current period, and this with the factors highlighted above, resulted in Zuva incurring a loss of $2.8 million for the period, compared to a loss of $457,000 in the prior period. The Group's share of Zuva's loss was $1.4 million (2011: loss of $233,000).
Due to the fact that the joint venture incurred a loss during the six month period ended 30 June 2012, a value in use computation was carried out to determine whether MEM assets were impaired. The Directors concluded that the MEM assets were not impaired as the value in use of the assets was higher than the carrying amount.
Telerix Communications (Private) Limited
Following a six-month testing period, the WiMAX network was publicly launched on 20 June 2012. Initial market acceptance of the retail product was encouraging, and the new customer acquisition numbers continue to grow. The wholesale and corporate sales side of the business remained steady during the period, and post the WiMAX launch renewed focus has been placed on the growth of these channels.In the six months to 30 June 2012 the company incurred a loss of $2.8 million (2011: loss of $1.5 million). The Group's share of loss was $1.4 million (2011: $763,000), which was in line with expectation, due to the fixed operating expenditure incurred for the WiMAX network, and costs related to the testing, marketing and launching of the WiMAX network. It is expected that the current growth in retail and corporate business will continue to drive revenues and improve the company's financial position.
It is the Directors' view that the current loss position does not indicate an impairment of the investment in Telerix nor an impairment of the loans and preference shares in Telerix because the business is still in its start up phase and it is expected to be profitable after the launch of the WiMAX network. Furthermore, a value in use computation was carried out and the Directors concluded that the investment in Telerix was not impaired because the present value of estimated future cash flows approximated the carrying amount of the investment in Telerix.
Joina City
The building's occupancy increased to 72% from 63% as at 31 December 2011 (June 2011: 57%). This was driven by an increase in office tower occupancy from 29% in December 2011 to 47% in June 2012. The retail section remained the same at 90% occupancy. The Group's share of revenue increased to $722,000 from $556,000 during the same period last year. The increase in revenue did not translate to a profit as the operating costs also increased from the previous reporting period. Debtors predominantly remained high and the property managers have handed over 14 tenants to lawyers for collection and some of the handed over tenants have started adhering to their payment plans.
The Group's share of the results for Joina City is a loss of $76,000 (2011: loss of $117,000). The loss was primarily due to maintenance costs incurred on electrical installations as a result of power surges, and possible bad debts provided for during the period amounting to $51,000 (2011: $82,000).
Based on the most recent independent valuation as at 31 December 2011, the directors have assessed the potential changes to the inputs to the valuation of the investment property and are of the opinion that there has not been a material change to the fair value of the building from the previous reporting date. 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 2011, 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.
Going concern
Management prepared cash flow forecasts indicating that there is adequate operating cash for the period to December 2013 and short-term facilities will be utilized to fund any operating cash flow deficit that may arise post December 2013. 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. The Directors also assessed the potential impact of the transactions that are currently being pursued and are in the due diligence phase. The Directors therefore have a reasonable expectation that these transactions will have a positive impact on the Group's cash flows in the short term, and the foreseeable future.
Cash flow for the six-month period
$7.5 million cash was utilized in financing activities following the repayment of a loan during the period. A further $2.8 million was utilized to advance a loan to Telerix Communications (Private) Limited (Note 4.2). Operating activities utilized $2.7 million of cash and cash equivalents, while $1.4 million was utilised in investing activities. As a result, the Group recorded an overall decrease in cash and cash equivalents of $11.5 million.
Financial position
Non-current assets increased from $86.3 million as at 31 December 2011 to $86.9 million as at 30 June 2012. The Group had cash and cash equivalents of $3.5 million at 30 June 2011 (31 December 2011: $15million).
The net asset value per share attributable to equity holders of the parent as at 30 June 2012 was $0.68 (31 December 2011: $0.72).
Outlook
Profitability of TA Holdings Limited is expected to improve during the second half of the year following the resumption of the production of ammonium nitrate at Sable Chemicals in May 2012. The focus will be to ensure that Sable Chemicals is able to decommission the electrolysis plant by 1 January 2013, and thereafter rely entirely on imported ammonia to produce ammonium nitrate. Given current economic conditions and the improved performance during the first half of the year, we expect the recovery of the TA insurance businesses in Zimbabwe to continue for the remainder of the year. The refurbishment of the Zimbabwe hotels has begun and is expected to be complete by end of 2013. The hotels refurbishment together with the opening of a conference facility in Harare is expected to increase the hotel revenue.
The process of identifying new operators for Zuva's sites is on-going. Completion of this process is expected to result in reduced site running costs, which will in turn increase profitability. Zuva's business will be strategically restructured at a commercial level, and this is expected to result in growth in revenue and a return to profitability. This, coupled with recent management changes and ongoing rationalisation, gives Masawara confidence in the performance of this asset. Rebranding of the sites will be unveiled during the fourth quarter.
Joina City occupancies have increased from the previous period in line with expectation and we are confident that the increase in occupancy levels will continue in the last quarter of the year. This, together with improved control of maintenance costs will result in a further increase in profitability of the building.
Following the launch of the WiMAX network by Dandemutande, a wholly owned subsidiary of Telerix Communications (Private) Limited, the customer base has increased significantly, although the rate of customer uptake has been below initial target. There is however a positive upward trend, particularly in the average spend per customer. The customer uptake is expected to increase through brand exposure and market penetration. The business is expected to achieve profitability in 2013.
Various initiatives at investee companies, as highlighted above, are expected to improve the Group's results in the near future. The Group will continue to pursue high quality investment opportunities Zimbabwe to add to its portfolio.
Masawara Plc
Mrs. Maureen Erasmus
for the Board
25 September 2012
INDEPENDENT REVIEW REPORT TO MASAWARA PLC
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 which comprises the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related notes, note 1 to 19. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.
Directors' Responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with International Accounting Standards 34, "Interim Financial Reporting," as adopted by the European Union.
As disclosed in note 2, the annual financial statements of the company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standards 34, "Interim Financial Reporting," as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union.
Ernst & Young LLP
London
25 September 2012
Unaudited interim consolidated statement of comprehensive income | |||||
for the six months ended 30 June 2012 | |||||
| June 2012 | June 2011 | |||
Unaudited | |||||
Notes | US$ | US$ | |||
Revenue | 721,825 | 556,211 | |||
Share of profit of associate - TA Holdings Limited | 11.2 | 57,118 | 425,406 | ||
Share of loss of other associates | 11 | (1,445,940) | (763,312) | ||
Gain on bargain purchase of additional shares in an associate | 11.2 | 392,112 | 588,819 | ||
Share of loss of joint venture | 12 | (1,498,897) | (232,885) | ||
Gain on bargain purchase of joint venture | 12 | - | 3,226,258 | ||
Other property expenses | 5 | (797,269) | (573,273) | ||
Administrative expenses | 5 | (282,362) | (342,406) | ||
Other operating expenses | 5 | (1,255,425) | (1,346,170) | ||
Operating profit/(loss) | (4,108,838) | 1,538,648 | |||
Finance costs | 6 | (606,488) | (246,396) | ||
Finance income | 489,316 | 385,780 | |||
Profit/(loss) before tax | (4,226,010) | 1,678,032 | |||
Income tax expense | 7 | - | - | ||
Profit/(loss) for the period | (4,226,010) | 1,678,032 | |||
Other comprehensive income: | |||||
Share of other comprehensive income/(loss) in associates net of tax | 4,944 | (175,408) | |||
Total comprehensive income/(loss) for the period, net of tax | (4,221,066) | 1,502,624 | |||
Profit/(loss) for the period attributable to: Equity holders of parent | (4,086,357) | 1,694,052 | |||
Non-controlling interests | (139,653) | (16,020) | |||
Profit/(loss) for the period | (4,226,010) | 1,678,032 |
Total comprehensive income/(loss) attributable to:
Equity holders of parent | (4,081,413) | 1,518,644 | |||
Non-controlling interests | (139,653) | (16,020) | |||
Total comprehensive income/(loss) for the period | (4,221,066) | 1,502,624 |
Earnings per share: 8
·; Basic and diluted, on profit/(loss) for the period attributable to ordinary equity holders of the parent | (US$ 0.03) | US$ 0.02 |
Unaudited interim consolidated statement of financial position
as at 30 June 2012
Notes | June 2012 | December 2011 | June 2011 | |
Unaudited | Audited | Unaudited | ||
US$ | US$ | US$ | ||
ASSETS | ||||
Non-current assets | ||||
Property, plant and equipment | 387,557 | 398,528 | 273,613 | |
Financial assets | 9 | 4,415,511 | 6,228,423 | 5,865,379 |
Investment property | 10 | 32,842,083 | 32,842,083 | 31,812,144 |
Investment in associates | 11.1 | 22,297,129 | 22,936,816 | 20,512,914 |
Investment in joint venture | 12 | 22,399,433 | 23,898,330 | 18,752,673 |
Total non-current assets | 82,341,713 | 86,304,180 | 77,216,723 | |
Current assets | ||||
Other receivables | 13 | 8,406,491 | 4,469,832 | 2,537,180 |
Cash resources | 3,506,512 | 15,043,295 | 21,654,127 | |
Total current assets | 11,913,003 | 19,513,127 | 24,191,307 | |
Total assets | 94,254,716 | 105,817,307 | 101,408,030 | |
EQUITY AND LIABILITIES | ||||
Share capital | 1,234,655 | 1,234,655 | 1,234,655 | |
Share premium | 84,109,545 | 84,109,545 | 84,107,336 | |
Group restructuring reserve | (9,283,142) | (9,283,142) | (9,283,142) | |
Retained profit | 2,488,553 | 6,574,910 | 1,561,980 | |
Other capital reserve | (1,100,375) | (985,509) | 120,048 | |
Non-distributable reserve | (695,244) | (695,244) | (695,244) | |
Revaluation reserve | 7,648,103 | 7,648,103 | 6,937,868 | |
Equity attributable to equity holders of the parent | 84,402,095 | 88,603,318 | 83,983,501 | |
Non-controlling interest | 1,239,970 | 1,379,623 | 1,118,747 | |
Total equity | 85,642,065 | 89,982,941 | 85,102,248 | |
Non-current liabilities | ||||
Financial liabilities | 14.1 | 5,705,432 | 5,433,745 | 5,180,874 |
Deferred tax | 1,463,101 | 1,463,101 | 1,414,819 | |
Total non-current liabilities | 7,168,533 | 6,896,846 | 6,595,693 | |
Current liabilities | ||||
Financial liabilities | 14.2 | 1,055,631 | 8,462,068 | 8,345,179 |
Accounts payable | 388,487 | 475,452 | 1,364,910 | |
Total current liabilities | 1,444,118 | 8,937,520 | 9,710,089 | |
Total liabilities | 8,612,651 | 15,834,366 | 16,305,782 | |
Total equity and liabilities | 94,254,716 | 105,817,307 | 101,408,030 |
Unaudited interim consolidated statement of changes in equity
for the six months ended 30 June 2012
Attributable to the equity holders of the parent | ||||||||||
US$ '000 | ||||||||||
Share | Share | Group | Retained | Other | Non | Revaluation | Total | Non-controlling | Total | |
Capital | Premium | Restructure | Profit/ | Capital | Distributable | Reserve | Interest | Equity | ||
Reserve | (Loss) | Reserve | Reserves | US$'000 | US$'000 | |||||
Balance at 1 January 2011 | 994 | 61,869 | (9,283) | (132) | 161 | (695) | 6,938 | 59,852 | 1,134 | 60,986 |
Profit/(loss) for the period | - | - | - | 1,694 | - | - | - | 1,694 | (16) | 1,678 |
Other comprehensive loss for the period | - | - | - | - | (175) | - | - | (175) | - | (175) |
Total comprehensive income/( loss) for the period | - | - | - | 1,694 | (175) | - | - | 1,519 | (16) | 1,503 |
Issue of share capital | 241 | 23,259 | - | - | - | - | - | 23,500 | - | 23,500 |
Share issue costs | - | (1,021) | - | - | - | - | - | (1,021) | - | (1,021) |
Share based payment transactions | - | - | - | - | 134 | - | - | 134 | - | 134 |
Balance at 30 June 2011 | 1,235 | 84,107 | (9,283) | 1,562 | 120 | (695) | 6,938 | 83,984 | 1,118 | 85,102 |
Profit/(loss) for the period | - | - | - | 5,013 | - | - | - | 5,013 | 261 | 5,274 |
Other comprehensive income/(loss) for the period | - | - | - | - | (1,076) | - | 710 | (366) | - | (366) |
Total comprehensive income/(loss) for the period | - | - | - | 5,013 | (1,076) | - | 710 | 4,647 | 261 | 4,908 |
Share issue costs | - | 3 | - | - | - | - | - | 3 | - | 3 |
Share based payment transactions | - | - | - | - | (30) | - | - | (30) | - | (30) |
Balance at 31 December 2011 | 1,235 | 84,110 | (9,283) | 6,575 | (986) | (695) | 7,648 | 88,604 | 1,379 | 89,983 |
Loss for the period | - | - | - | (4,086) | - | - | - | (4,086) | (140) | (4,226) |
Other comprehensive income for the period | - | - | - | - | 5 | - | - | 5 | - | 5 |
Total comprehensive income/(loss) for the period | - | - | - | (4,086) | 5 | - | - | (4,081) | (140) | (4,221) |
Share based payment transactions | - | - | - | - | (120) | - | - | (120) | - | (120) |
Balance at 30 June 2012 | 1,235 | 84,110 | (9,283) | 2,489 | (1,101) | (695) | 7,648 | 84,403 | 1,239 | 85,642 |
Unaudited interim consolidated statement of cash flows | ||||
for the six months ended 30 June 2012 | June 2012 | June 2011 | ||
Notes | Unaudited | |||
US$ | US$ | |||
OPERATING ACTIVITIES | ||||
Profit/(loss) before tax | (4,226,010) | 1,678,032 | ||
Adjustments to reconcile profit/(loss) before tax to net cash flows from operating activities: | ||||
Share of profit of associate - TA Holdings Limited | 11.2 | (57,118) | (425,406) | |
Gain on bargain purchase of additional shares of an associate | 11.2 | (392,112) | (588,819) | |
Share of loss of other associates | 11 | 1,445,940 | 763,312 | |
Share of (profit)/loss of joint venture | 12 | 1,498,897 | 232,885 | |
Gain on bargain purchase of joint venture | 12 | - | (3,226,258) | |
Depreciation of equipment | 27,701 | 3,107 | ||
Unrealised exchange gain/(loss) | 10,140 | - | ||
Share-based payment transaction expense | (119,807) | 134,440 | ||
Finance income | (489,316) | (385,780) | ||
Finance cost | 606,488 | 246,396 | ||
Working capital adjustments: | ||||
Increase in rent receivable and sundry receivables | 13 | (319,107) | (26,396) | |
Increase in loans and receivables | 9 | (93,828) | (21,921) | |
Increase/(decrease)in accounts payable | (86,965) | 167,673 | ||
(2,195,097) | (1,448,735) | |||
Interest received | 77,376 | 9,768 | ||
Interest paid | (281,093) | (152,708) | ||
Net cash flows used in operating activities | (2,398,814) | (1,591,675) | ||
INVESTING ACTIVITIES | ||||
Construction costs capitalized to investment property | - | (389,071) | ||
Purchase of property, plant and equipment | (16,730) | (269,964) | ||
Acquisition of additional shares in associate | 11.2 | (352,079) | (1,019,959) | |
Release of financial asset - deposit | 2,181,881 | - | ||
Loans issued to related parties | (3,490,896) | (2,203,733) | ||
Purchase of preference shares | - | (2,000,000) | ||
Investment in joint venture | - | (7,759,300) | ||
Acquisition of an associate -Telerix | - | (5,000,000) | ||
Net cash flows used in investing activities | (1,677,824) | (18,642,027) | ||
FINANCING ACTIVITIES | ||||
Proceeds from borrowings | 39,855 | 7,940,000 | ||
Repayment of loan | 4.3 | (7,500,000) | - | |
Proceeds from issue of share capital | - | 23,500,000 | ||
Share issue expenses | - | (1,020,681) | ||
Net cash flows (used in)/from financing activities | (7,460,145) | 30,419,319 | ||
Net increase/(decrease) in cash and cash equivalents | (11,536,783) | 10,185,617 | ||
Cash and cash equivalents at 1 January | 15,043,295 | 11,468,510 | ||
Cash & cash equivalents at 30 June | 3,506,512 | 21,654,127 |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
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 registered office is located at Queensway House, Hilgrove Street in St Helier, Jersey and it is managed from Unicorn Centre, 18N Frère Felix de Valois Street, Port Louis in Mauritius.
The investment portfolio of the Company includes the Joina City (a multi-purpose property situated in Harare that earns rental income), TA Holdings Limited (a diversified investment company that holds investments in insurance, agro-chemical and hospitality businesses), Zuva Petroleum (Private) Limited (importer and distributor of petroleum products in Zimbabwe), iWayAfrica Zimbabwe (Private) Limited (a broadband internet service company) and 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).
The Group interim financial statements consolidate those of the Company, its subsidiaries and the Group's interest in associates and joint ventures (together referred to as "the Group").
2. Basis of preparation
The interim consolidated financial statements for the six months ended 30 June 2012 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 2011. 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 2011.
Going Concern
Management prepared cash flow forecasts indicating that there is adequate operating cash for the period to December 2013 and short-term facilities will be utilized to fund any operating cash flow deficit that may arise post December 2013. 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. The Directors also assessed the potential impact of the transactions that are currently being pursued and are in the due diligence phase, and the Directors therefore have a reasonable expectation that these transactions will have a positive impact on the Group's cash flows in the short term, and the foreseeable future.
3. Dividends
There were no dividends declared or paid during the six months ended 30 June 2012.
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 2012.
4.1 Acquisition of additional interest in TA Holdings Limited
The Group acquired an additional 1.46% interest in TA Holdings Limited during the period when Masawara (Mauritius) Limited purchased 2,400,000 shares on the Zimbabwe Stock Exchange for US$ 352,079, including brokers fees. The additional interest in TA Holdings Limited was acquired at less than the fair value of the share of net assets acquired. The difference between the cost of shares acquired and the fair value of the share of net assets acquired resulted in negative goodwill amounting to US$ 392,112 that has been included as income in the determination of the Group's share of TA Holdings Limited's profit for the period.
4.2 Issue of a loan to Telerix Communications (Private) Limited
On 4 May 2012, Masawara Plc granted a $2.8 million loan to Telerix Communications (Private) Limited, ("Telerix") in addition to a $1.6 million loan advanced in the previous year. The combined loan is payable 731 days from 4 May 2012 and it bears an interest rate of 12% per annum and the interest is payable quarterly.
The loan is accounted for at amortised cost as permitted by IAS 39.
Below is a reconciliation of the loan in Telerix:
US$ | ||
Balance at 1 January 2012 | 1,610,968 | |
Issue of loan | 2,800,000 | |
Accrued interest | 177,538 | |
Balance at 30 June 2012 | 4,588,506 | |
4.3 Repayment of loan
During the six month period ended 30 June 2012, the Group repaid a loan that had been obtained from Alvier Management Limited amounting to US$ 7,500,000, along with accrued interest of $275,069.
4.4 Launch of the WiMAX network by one of the Group's associated companies
On 20 June 2012, Telerix Communications (Private) Limited successfully launched its WiMAX network. The customer base has increased steadily since launch and it is expected that the current growth in retail and corporate business will continue to drive revenues and improve the company's financial position.
5 Administrative, property and other expenses
Property expenses are mainly 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. The increase in property expenses from the previous period is a direct result of the increase in occupancy levels of the investment property, the increase in prices charged by service providers, increase in bad debts provision amounting to $51,000 (2011: $82,000) and also maintenance costs for the building's elevators necessitated by frequent power surges.
The major components of administrative and other expenses are staff costs, directors' fees, audit and advisory fees and consultancy fees relating to due diligence exercises carried out for potential acquisitions. The decrease in other operating expenses from the previous period is mainly due to the fact that prior year expenses included consultancy fees on acquisition of Zuva Petroleum (Private) Limited amounting to $300,000.
6 Finance costs
Finance costs increased significantly from the previous period mainly due to imputing of interest on shareholder loans without corresponding discounting of the same shareholder loans, as was the case for the comparative six month period ended 30 June 2011. Discounting of the shareholder loans during the six month period ended 30 June 2011 was necessitated by the fact that the estimated time by which the loans would become interest bearing was extended by one year which was not the case during the period under review.
7 Income tax expense
There was no income tax expense during the six month period ended 30 June 2012 because the Group did not have any taxable income during the period under review. Income tax expense for the associates and joint ventures has been taken into account in the Group's share of post tax profit or loss from associates and joint venture.
8 Earnings per share
Basic earnings per share amounts are calculated by dividing net profit or loss for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share computations:
June 2012 | June 2011 | |
US$ | US$ | |
Net profit/(loss) attributable to ordinary equity holders of parent for basic earnings and diluted earnings | (4,086,357) | 1,694,052 |
Weighted average number of ordinary shares for basic earnings per share | 123,465,409 | 106,420,502 |
Effect of dilution: shares allocated | - | 153,066 |
Weighted average number of ordinary shares for diluted earnings per share | 123,465,409 | 106,573,568 |
Basic and diluted earnings per share | (US$ 0.03) | US$ 0.02 |
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
Financial assets comprise the following:
June 2012 | December 2011 | June 2011 | |
Unaudited | Audited | Unaudited | |
US$ | US$ | US$ | |
Debenture investment | 1,662,985 | 1,583,795 | 1,507,762 |
Preference shares - Telerix | 2,289,607 | 2,153,163 | 2,062,396 |
Loans and receivables | 462,919 | 369,091 | 213,089 |
Short-term bank deposits | - | 2,122,374 | 2,082,132 |
Total | 4,415,511 | 6,228,423 | 5,865,379 |
It is the Directors' view that the current loss position does not indicate an impairment of the preference shares in Telerix because the business is still in its start up phase and it is expected to be profitable after the launch of the WiMAX network hence the preference shares will be recoverable. Furthermore, a value in use computation carried out indicated that the investment in Telerix including the preference shares is not impaired as the present value of estimated future cash flows approximated the carrying amount of the investment in Telerix including the preference shares.
The short term bank deposit has been classified under cash resources, as it was for a period less than three months.
10. Investment property
As detailed in the 31 December 2011 annual report, the Directors adjusted the investment property value determined by independent professional valuers, CB Richard Ellis Zimbabwe (Private) Limited, as at that date downwards by 7%. The adjustment was effected in order to reflect the risk that the building may not be fully occupied in the time span envisaged.
The Directors are still of the opinion that the building will not be fully occupied in the time span as previously envisaged. On that basis, and also the fact that the Directors have assessed the potential changes to the inputs to the valuation, the Directors are of the opinion that there has not been a material change to the fair value of the building from the previous reporting period, accordingly the carrying value of the investment property remained the same as it was at 31 December 2011. 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 2011, 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"), Telerix Communications (Private) Limited ("Telerix") and iWayAfrica (Private) Limited ("iWayAfrica").
As required by International Accounting Standard 1 Presentation of Financial Statements, share of losses of associates and share of profits of associates were not netted off and have been shown separately on the face of the statement of comprehensive income. Share of profits of associates relates to share of profit of TA Holdings, refer to Note 11.2 for more details. Share of loss of other associates is made up of share of loss of Telerix and iWayAfrica. The following table shows the breakdown of share of loss of other associates.
11 Investment in associates (continued)
June 2012 | December 2011 | June 2011 | |||
Unaudited | Audited | Unaudited | |||
| US$ | US$ | US$ | ||
| |||||
| Share of loss of Telerix | (1,433,178) | (1,597,131) | (763,312) | |
| Share of loss of iWayAfrica | (12,762) | (8,373) | - | |
| Share of loss of other associates | (1,445,940) | (1,707,106) | (763,312) | |
11.1 Aggregate group investments in associates
| June 2012 | December 2011 | June 2011 | ||
| Unaudited | Audited | Audited | ||
US$ | US$ | US$ | |||
TA Holdings Limited | 20,123,123 | 19,316,870 | 16,276,226 | ||
Telerix Communications (Private) Limited | 1,969,691 | 3,402,869 | 4,236,688 | ||
iWayAfrica Zimbabwe (Private) Limited | 204,315 | 217,077 | - | ||
Total | 22,297,129 | 22,936,816 | 20,512,914 | ||
11.2 Summarised financial information in respect of TA Holdings Limited
June 2012 | December 2011 | June 2011 | |
Unaudited | Audited | Unaudited | |
US$ | US$ | US$ | |
Opening balance | 19,316,870 | 14,417,450 | 14,417,450 |
Share of profit | 57,118 | 1,646,257 | 425,406 |
Share of other comprehensive income/(loss) | 4,944 | (540,828) | (175,408) |
Purchase of additional shares - Note 4.1 | 352,079 | 2,287,923 | 1,019,959 |
Gain on bargain purchase of additional shares | 392,112 | 1,506,759 | 588,819 |
Share of other movements in reserves | - | (691) | - |
Closing carrying amount of investment in associate | 20,123,123 | 19,316,870 | 16,276,226 |
Share of TA Holdings Limited's statement of financial position: | |||
Current assets | 35,250,147 | 26,267,095 | 20,945,854 |
Non-current assets | 26,698,832 | 26,095,227 | 28,314,114 |
Current liabilities | (34,276,151) | (19,033,655) | (21,801,312) |
Non-current liabilities | (2,804,159) | (9,692,764) | (7,944,213) |
Less: Non controlling interest | (4,745,546) | (4,319,033) | (3,238,217) |
Equity | 20,123,123 | 19,316,870 | 16,276,226 |
June 2012 | December 2011 | June 2011 | |
Unaudited | Audited | Unaudited | |
US$ | US$ | US$ | |
Share of the associate's revenue and profit: | |||
Revenue | 12,660,067 | 23,412,302 | 10,235,501 |
Profit for the period | 57,118 | 1,646,257 | 425,406 |
Gain on bargain purchase of additional shares | 392,112 | 1,506,759 | 588,819 |
Other comprehensive loss for the period | 4,944 | (540,828) | (175,408) |
Share of other movements in reserves | - | (691) | - |
The investment in TA Holdings Limited is assessed for impairment at each reporting date owing to the decline in the share price of TA Holdings Limited on the Zimbabwe Stock Exchange. As at 30 June 2012, the Directors concluded that the investment was not impaired as the value in use was determined to be $21.5 million, which was above the carrying amount of $20 million. Furthermore, the share price alone cannot be used as the only indicator of impairment since the Zimbabwean stock market is not liquid, and small trades can result in big swings in the share price. The significant assumptions used for the impairment computation were the same as those used at 31 December 2011 as the market and economic conditions did not materially change from then.
11.3 Summarised financial information in respect of Telerix Communications (Private) Limited ("Telerix")
June 2012 | December 2011 | June 2011 | |
Unaudited | Audited | Unaudited | |
US$ | US$ | US$ | |
Opening balance | 3,402,869 | - | - |
Purchase of investment | - | 5,000,000 | 5,000,000 |
Share of loss | (1,433,178) | (1,597,131) | (763,312) |
Closing balance | 1,969,691 | 3,402,869 | 4,236,688 |
Share of other associate's statement of financial position: | |||
Current assets | 653,999 | 807,425 | 1,422,229 |
Non-current assets | 8,875,598 | 9,204,421 | 11,466,798 |
Current liabilities | (1,515,714) | (4,824,662) | (2,670,757) |
Non-current liabilities | (10,978,039) | (6,718,162) | (6,360,367) |
Goodwill on acquisition | 4,933,847 | 4,933,847 | 378,785 |
Equity | 1,969,691 | 3,402,869 | 4,236,688 |
Share of the associate's revenue and loss: | |||
Revenue | 650,668 | 558,731 | 150,023 |
Loss for the period | (1,433,178) | (1,597,131) | (763,312) |
Telerix was in a loss position during the six month period ended 30 June 2012 because of the high costs incurred for bandwidth without the related revenue because the launch of the WiMAX network only took place on 20 June 2012. It is the Directors' view that the current loss position does not indicate an impairment of the investment in Telerix nor the impairment of the loan granted to Telerix (Note 4.2) as the business is still in its start up phase and it is expected to be profitable after the launch.
Furthermore, a value in use computation was carried out and the Directors concluded that the investment in Telerix was not impaired because the present value of estimated future cash flows approximately estimated the carrying amount of the investment in Telerix. There is a risk that adverse changes to the inputs to the valuation and the current state of the competitive and economic environment may lead to changes to the initial forecasts which may result in an impairment of the investment in Telerix in the future.
11.4 Summarised financial information in respect of iWayAfrica Zimbabwe (Private) Limited
June 2012 | December 2011 | June 2011 | |
Unaudited | Audited | Unaudited | |
US$ | US$ | US$ | |
Opening balance | 217,077 | - | - |
Purchase of investment | - | 225,450 | - |
Share of loss | (12,762) | (8,373) | - |
Closing balance | 204,315 | 217,077 | - |
Share of other associate's statement of financial position: | |||
Current assets | 105,695 | 96,070 | - |
Non-current assets | 15,746 | 15,702 | - |
Current liabilities | (252,781) | (230,350 | - |
Goodwill on acquisition | 335,655 | 335,655 | - |
Equity | 204,315 | 217,077 | - |
Share of the associate's revenue and profit/(loss): | |||
Revenue | 139,914 | 90,044 | - |
Loss for the period | (12,762) | (8,373) | - |
12. Investment in joint venture, Masawara Energy (Mauritius) Limited (MEM)
| June 2012 | December 2011 | June 2011 | |
| Unaudited | Audited | Unaudited | |
| US$ | US$ | US$ | |
| ||||
Opening balance | 23,898,330 | - | - | |
Purchase of investment | - | 15,759,300 | 15,759,300 | |
Share of loss | (1,498,897) | (1,045,111) | (232,885) | |
Share of gain on bargain purchase | - | 9,184,141 | 3,226,258 | |
Closing balance | 22,399,433 | 23,898,330 | 18,752,673 | |
Share of joint venture's statement of financial position: | |||
June 2012 | December 2011 | June 2011 | |
Unaudited | Audited | Unaudited | |
US$ | US$ | US$ | |
Current assets | 9,022,261 | 15,225,403 | 13,631,021 |
Non-current assets | 38,020,032 | 29,148,751 | 30,835,426 |
Current liabilities | (10,956,287) | (14,841,050) | (14,090,619) |
Non-current liabilities | (13,686,573) | (5,634,774) | (11,623,155) |
Equity | 22,399,433 | 23,898,330 | 18,752,673 |
Share of the joint venture's revenue and profit/(loss): | |||
Revenue | 47,755,898 | 72,949,909 | 21,134,422 |
Loss for the period | (1,498,897) | (1,045,111) | (232,885) |
Share of gain on bargain purchase | - | 9,184,141 | 3,226,258 |
As the joint venture incurred a loss during the six month period ended 30 June 2012, a value in use computation was carried out to determine whether the investment in MEM was impaired. The Directors concluded that the MEM assets were not impaired as the value in use of the assets was higher than the carrying amount. The losses incurred by MEM were mainly due to the de-branding costs amounting to $809,000 incurred by Zuva Petroleum (Private) Limited ("Zuva"), a 100% owned subsidiary of MEM and the fact that Zuva incurred additional net costs of $500,000 because it did not earn any rental income from the sites that it is currently managing, while identifying new operators for these sites.
13 Other receivables
June 2012 | December 2011 | June 2011 | |
Unaudited | Audited | Unaudited | |
US$ | US$ | US$ | |
Receivables from related parties | 7,988,099 | 4,370,547 | 2,309,347 |
Rent and service charges | 108,941 | 53,099 | 53,099 |
Sundry receivables | 309,451 | 46,186 | 174,734 |
Total | 8,406,491 | 4,469,832 | 2,537,180 |
As detailed in Note 16, loans granted to Turklane Investments (Private) Limited amounting to $208,286, Telerix Communications (Private) Limited ("Telerix") amounting to $4,728,980, TA Holdings Limited amounting to $89,687, New World Property Managers (Private) Limited amounting to $238,152, Head Biz (Private) Limited amounting to $21,372 and Masawara Energy (Mauritius) Limited amounting to $2,701,622 are included in the $8 million related party disclosure above.
It is the Directors' view that the current Telerix loss position does not indicate an impairment of the loan receivable from Telerix because the business is still in its start up phase and it is expected to be profitable after the launch of the WiMAX network. Furthermore, a value in use computation carried out indicated that the investment in Telerix including the loans receivable from Telerix is not impaired as the present value of estimated future cash flows approximated the carrying amount of the investment in Telerix including the loans receivable from Telerix.
14 Financial liabilities
14.1 Financial liabilities - non current
Non-current financial liabilities consist of a loan from non-controlling shareholders. The loan is unsecured, does not have fixed repayment terms and is interest free unless the shareholders agree otherwise. In line with International Financial Reporting Standards, interest has been imputed at the open market rate of 10% and the loans are being amortised to 31 December 2011.
| June 2012 | December 2011 | June 2011 | |
| Unaudited | Audited | Unaudited | |
| US$ | US$ | US$ | |
Opening balance | 5,433,745 | 5,433,745 | 5,433,745 | |
Finance costs | 271,687 | 543,374 | - | |
Discounting of loan | - | (543,374) | (252,871) | |
Closing balance | 5,705,432 | 5,433,745 | 5,180,874 | |
14.2 Financial liabilities - current
| June 2012 | December 2011 | June 2011 | |
| Unaudited | Audited | Unaudited | |
| US$ | US$ | US$ | |
Opening balance | 8,462,068 | - | - | |
Bank loan reclassified from non-current liabilities | - | 354,986 | 354,986 | |
Loan drawdown | 39,855 | 7,940,000 | 7,940,000 | |
Loan repayment - Note 4.3 | (7,775,069) | - | - | |
Finance costs | 328,777 | 649,371 | 201,860 | |
Discounting of loan | - | (482,289) | (151,667) | |
Closing balance | 1,055,631 | 8,462,068 | 8,345,179 | |
15 Segment information
For management purposes, the Group is organised into business units based on their products and services. The Group 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.
·; 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 incorporates Masawara Energy (Mauritius) Limited with a wholly owned subsidiary, Zuva Petroleum (Private) Limited, a long established importer and distributor of petroleum products in Zimbabwe. Masawara Energy (Mauritius) Limited is a joint venture of the Group.
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 ($32,842,083) and debentures ($1,662,985).
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012 (CONTINUED)
Segment information (continued)
Six months ended 30 June 2012 | ||||||
Investment property | TA Holdings | Telerix | iWayAfrica | Energy | Total Group | |
US$ | US$ | US$ | US$ | US$ | US$ | |
Rent and service charge income | 721,825 | - | - | - | - | 721,825 |
Property operating expenses | (797,269) | - | - | - | - | (797,269) |
Gain on bargain purchase | - | 392,112 | - | - | - | 392,112 |
Equity accounted earnings | - | 57,118 | (1,433,178) | (12,762) | (1,498,897) | (2,887,719) |
Segment profit/(loss) | (75,444) | 449,230 | (1,433,178) | (12,762) | (1,498,897) | (2,571,051) |
Other operating expenses | (282,362) | |||||
Administrative expenses | (1,255,425) | |||||
Finance costs | (606,488) | |||||
Finance income | 489,316 | |||||
Profit before tax | (4,226,010) | |||||
As at 30 June 2012
| ||||||
Segment assets | 34,505,068 | 20,123,123 | 1,969,691 | 204,315 | 22,399,433 | 79,201,630 |
Non-current assets | 7,728,589 | |||||
Current assets | 7,324,497 | |||||
Total assets | 94,254,716 | |||||
Segment liabilities | (8,224,164) | - | - | - | - | (8,224,164) |
Current liabilities | (388,487) | |||||
Total liabilities | (8,612,651) | |||||
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2012 (CONTINUED)
Segment information (continued)
Six months ended 30 June 2011 | ||||||||||||
Investment property | TA Holdings | Telerix | iWayAfrica | Energy | Total Group | |||||||
US$ | US$ | US$ | US$ | US$ | US$ | |||||||
Rent and service charge income | 556,211 | - | - | - | - | 556,211 | ||||||
Property operating expenses | (573,273) | - | - | - | - | (573,273) | ||||||
Gain on bargain purchase | - | 588,819 | - | - | 3,226,258 | 3,815,077 | ||||||
Equity accounted earnings | - | 425,406 | (763,312) | - | (232,885) | (570,791) | ||||||
Segment profit/(loss) | (17,062) | 1,014,225 | (763,312) | - | 2,993,373 | 3,227,224 | ||||||
Other operating expenses | (975,741) | |||||||||||
Administrative expenses | (712,835) | |||||||||||
Finance costs | (246,396) | |||||||||||
Finance income | 385,780 | |||||||||||
Profit before tax | 1,678,032 | |||||||||||
As at 30 June 2011
| ||||||||||||
Segment assets | 31,812,144 | 16,276,226 | 4,236,688 | - | 18,752,673 | 71,077,731 | ||||||
Non-current assets | 6,138,992 | |||||||||||
Current assets | 24,191,307 | |||||||||||
Total assets | 101,408,030 | |||||||||||
Segment liabilities | (2,277,384) | - | - | - | - | (2,277,384) | ||||||
Non-current liabilities | (5,180,875) | |||||||||||
Current liabilities | (8,847,523) | |||||||||||
Total liabilities | (16,305,782) | |||||||||||
| ||||||||||||
15 Segment information (continued)
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.
Energy
Masawara Energy (Mauritius) Limited's significant assets that generate revenue are located in Zimbabwe through its wholly owned subsidiary, Zuva Petroleum (Private) Limited. Zuva Petroleum (Private) Limited imports and distributes petroleum products across Zimbabwe hence all revenues and assets of the energy segment have been deemed to be 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 2012 | June 2011 | |
Unaudited | Unaudited | |
US$ | US$ | |
Revenues | ||
From Zimbabwe | 6,637,395 | 4,659,930 |
Outside Zimbabwe | 6,022,672 | 5,613,834 |
Total | 12,660,067 | 10,273,764 |
June 2012 | December 2011 | |
Unaudited | Audited | |
US$ | US$ | |
Non-current assets From Zimbabwe | 16,919,561 | 16,465,555 |
Outside Zimbabwe | 9,779,271 | 9,629,673 |
Total | 26,698,832 | 26,095,228 |
16. Related party disclosures
The financial statements include the financial statements of Masawara Plc, the subsidiaries, joint venture and associates. The related party relations have not changed from the previous reporting period, i.e. as at 31 December 2011.
The following table provides the total amount of transactions that have been entered into with related parties during the six months ended 30 June 2012 and 30 June 2011.
Sales to | Purchases | Balance owed | Balance owed | |
Related | from related | to related | by related | |
parties | parties | parties | Parties | |
US$ | US$ | US$ | US$ | |
AON Zimbabwe (Private) Limited | ||||
2012 | - | - | - | - |
2011 | - | 10,000 | - | - |
New World Property Managers (Private) Limited | ||||
2012 | - | 166,063 | - | 238,152 |
2011 | - | 143,554 | - | 98,432 |
Joina Development Company (Private) Limited | ||||
2012 | - | - | - | - |
2011 | - | 34,500 | - | - |
TA Holdings Limited | ||||
2012 | 6,978 | - | - | 89,687 |
2011 | - | 10,700 | - | - |
Cherryfield Investments (Private) Limited | ||||
2012 | - | - | 22,483 | - |
2011 | - | - | - | 1,716 |
Head Biz (Private) Limited | ||||
2012 | 21,978 | - | - | 21,372 |
2011 | 17,724 | - | - | 3,470 |
Axis Fiduciary Limited | ||||
2012 | - | 21,799 | 18,193 | - |
2011 | - | - | - | - |
BLC Chambers Limited | ||||
2012 | - | - | - | - |
2011 | - | 2,421 | - | - |
FMI Holdings (Private) Limited | ||||
2012 | - | - | - | - |
2011 | - | 5,807 | - | - |
Masawara Energy (Mauritius) Limited | ||||
2012 | - | - | - | 2,701,622 |
2011 | - | - | - | 2,205,729 |
Telerix Communications (Private) Limited (Telerix) | ||||
2012 | 93,132 | 14,400 | - | 4,728,980 |
2011 | - | - | - | - |
Turklane Investments (Private) Limited | ||||
2012 | 11,790 | - | - | 208,286 |
2011 | - | - | - | - |
Total 2012 | 133,878 | 202,262 | 40,676 | 7,988,099 |
Total 2011 | 17,724 | 206,982 | - | 2,309,347 |
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.
Amounts receivable from related parties also include preferences shares in Telerix and these have been included in financial assets. For more details refer to Note 9. All other loans receivable from related parties have been included in other receivables. Terms and conditions of all loans receivable did not change from the previous period with the exception of a new loan advanced during the period, refer to Note 4.2 for more details.
As detailed per the 31 December 2011 annual report, credit risk from loans receivable from joint ventures and 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$ | |
30 June 2012 | 7,343 | 261,652 |
31 December 2011 | 5,236 | 215,647 |
Directors' remuneration
June 2012 | June 2011 | |
Unaudited | ||
US$ | US$
| |
Short-term employee benefits | 414,995 | 323,500 |
Share based payments | - | 76,824 |
Directors' fees | 123,923 | 85,797 |
Medical benefits | 4,914 | 14,251 |
Total | 543,832 | 500,372 |
The amounts disclosed in the table are the amounts recognized as an expense during the reporting period.
Directors' interests in shares
As at 30 June 2012, S Mutasa owned 61,682,130 (2011: 61,682,130) shares in Masawara Plc, F Daniels owned 3,666,667 (2011: 3,666,667) shares in Masawara Plc and J Vezey owned 82,836 (2011: nil) shares in Masawara Plc. The other directors had no interests in the shares of the company (2011: nil).
17 Capital commitments
The Company did not have any capital commitments as at the interim reporting date.
18 Legal and compliance matters
In February 2012, the Zimbabwean Minister of Youth, Indigenisation and Economic Empowerment ("the Minister") requested Masawara Energy (Private) Limited ("Masawara Energy") ("formerly known as FMI Energy (Private) Limited") to demonstrate to him that the acquisition of Zuva Petroleum One (Private) Limited and Zuva Petroleum Two (Private) Limited ("Zuva") was in compliance with the Indigenisation and Economic Empowerment Act ("the Act"). Masawara Energy has responded to the Minister, and the Directors believe that the response clearly demonstrates that the acquisition of Zuva complies with the Act. The Directors of the Company therefore believe that this matter will ultimately be resolved satisfactorily.
Hughber Petroleum (Private) Limited, which had instituted an application in the High Court of Zimbabwe in February 2012 seeking an order for, inter alia, the nullification of the acquisition of the former BP and Shell assets by Masawara Energy, withdrew its application on 18 June 2012, and tendered to pay Masawara Energy's legal costs (and those of other respondents).
19 Events after the reporting period
Under the authority granted at the Annual General Meeting on 6 July 2011 the Directors were authorized to purchase Masawara Plc's (the Company) own shares on the market. On 5 July 2012, the Company bought back 400,000 Masawara Plc shares at $332,724 (including transaction costs) and these shares will be held as Treasury shares in the Group financial statements.
Masawara Plc is currently in the process of converting the $4.5 million loan advanced to Telerix Communications (Private) Limited, detailed in Note 4.2, into debentures. Upon successful conversion of the loan into debentures in October 2012, Masawara Plc will own 45,041 debentures at $100 per debenture. The debentures will be redeemable 731 days from the effective date of issue at par, bearing a coupon rate of 12% per annum, payable quarterly and will be convertible into ordinary shares at a rate of 10 new ordinary shares per $1,000 of debentures.
Related Shares:
Masawara