To view the PDF file, sign up for a MySharenet subscription.

CONDUIT CAPITAL LIMITED - Change Statement and Notice of Annual General Meeting

Release Date: 29/10/2021 17:00
Code(s): CND     PDF:  
Wrap Text
Change Statement and Notice of Annual General Meeting

CONDUIT CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND    ISIN: ZAE000073128
(“Conduit Capital” or “the Company”)


CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING


Change Statement

Shareholders are advised that the integrated annual report for the year ended 30 June 2021, was distributed
to shareholders on 29 October 2021 and is also available on the Company’s website,
http://www.conduitcapital.co.za/financial-information.php. The annual financial statements (“AFS”) forming
part of the integrated annual report contains no modifications to the reviewed provisional results published on
SENS on 30 September 2021 (“Reviewed Results”), other than those detailed below:

Consolidated Statement of Financial Position
As at 30 June 2021

                                                         Audited          Reviewed
                                                             AFS           Results        Change           %
                                                          (R’000)          (R’000)       (R’000)      Change
 Assets
 Non-current assets                                       640 354          640 964           610       0.095
 Property, plant and equipment                             58 901           58 901
 Intangible assets                                         89 376           89 376
 Loans receivable                                           1 044            1 044
 Insurance, trade and other receivables                   100 921          100 921
 Deferred taxation1                                       116 330          116 940           610       0.522
 Investment in associates                                  37 080           37 080
 Investments held at fair value                           236 702          236 702
 Current assets                                           765 775          765 775
 Insurance assets                                         448 381          448 381
 Insurance, trade and other receivables                   158 274          158 274
 Taxation                                                     350              350
 Cash and cash equivalents                                158 770          158 770
 Assets held for sale                                       2 715            2 715
 Total assets                                           1 408 844        1 409 454           610       0.043

 Equity and liabilities
 Capital and reserves                                      17 253           17 253
 Share capital                                          1 158 569        1 158 569
 Accumulated losses                                   (1 140 525)      (1 140 525)
 Equity attributable to owners of the parent               18 044           18 044
 Non-controlling interest                                     791              791
 Non-current liabilities                                   86 237           86 847           610       0.702
 Policyholder liabilities under insurance
 contracts                                                 26 872           26 872
 Lease liabilities                                         49 073           49 073
 Deferred taxation1                                        10 292           10 902           610       5.595
 Current liabilities                                    1 305 354        1 305 354
 Insurance liabilities                                    636 714          636 714
 Lease liabilities                                          8 801            8 801
 Loans payable                                             11 089           11 089
 Insurance, trade and other payables                      647 080          647 080
 Taxation                                                   1 670            1 670
 Total equity and liabilities1                         1 408 844         1 409 454            610        0.043

 Net asset value per share (cents)                          2.60              2.60
 Tangible net asset value per share (cents)              (10.40)           (10.40)

Note 1: There was a reallocation between the deferred tax liability and deferred tax asset of R610 000. The
absolute impact on the total assets and total liabilities is 0.043%, with no change to the net asset value of
Conduit Capital.

Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2021

                                                            Audited        Reviewed
                                                                AFS         Results     Change          %
                                                            (R’000)         (R’000)    (R’000)     Change
 Gross written premium                                    1 949 246       1 949 246
 Reinsurance premium                                    (1 685 437)       1 685 437
 Net written premium                                        263 809         263 809
 Net change in provision for unearned premiums                5 236           5 236
 Net premium income                                         269 045         269 045
 Reinsurance commission received                            832 077         832 077
 Other income                                                19 944          19 944
 Rental income                                                1 510           1 510
 Income from insurance operations                         1 122 576       1 122 576
 Total insurance expenses                               (1 131 376)     (1 131 376)
 Net claims and movement in claims reserves               (153 907)       (153 907)
 Insurance contract acquisition costs                     (287 345)       (287 345)
 Administration and marketing expenses                    (680 863)       (680 863)
 Other operating expenses                                   (9 261)         (9 261)

 Net underwriting loss                                      (8 800)         (8 800)
 Net non-insurance expenses                                (27 415)        (27 215)      (200)      0.735
 Other income                                              (69 340)        (69 340)
 Cost of sales                                             (19 049)        (19 049)
 Administration and marketing expenses2                    (72 466)        (72 266)      (200)      0.277
 Other expenses                                             (5 240)         (5 240)

 Operating loss                                            (36 215)        (36 015)      (200)      0.555
 Investment loss                                          (138 031)       (138 031)
 Finance charges                                            (8 117)         (8 117)
 Share of loss of associate                                 (4 029)         (4 029)
 Other non-operating expenses and losses2                  (95 474)        (95 674)        200      0.209
 Loss before taxation                                     (281 866)       (281 866)
 Taxation                                                   136 104         136 104
 Loss for the year2                                       (145 762)       (145 762)

Note 2: The was a reallocation in the statement of comprehensive income between administration and
marketing expenses and other non-operating expenses and losses of R200 000. This resulted in an increase
of 0.277% in administration and marketing expenses and a decrease of 0.209% in other non-operating
expenses and losses. There was no change to the loss for the year.

Consolidated Statement of Cash Flows
For the year ended 30 June 2021

                                                             Audited        Reviewed
                                                                 AFS         Results      Change           %
                                                             (R’000)         (R’000)     (R’000)      Change
 Net cash flows from operating activities                    (7 480)         (7 578)          98       1.293
 Cash utilised by operations                                 (9 734)         (9 533)       (201)       2.108
 Interest received                                             5 318           5 318
 Finance charges                                               (352)           (651)         299      45.929
 Dividends received from investments                           1 168           1 168
 Taxation paid                                               (3 880)         (3 880)
 Net cash flows from investing activities                     43 719          35 741       7 978      22.322
 Net movement in loan funding: Third   parties3                4 786               -       4 786     100.000
 Net disposal of associates                                    5 394           5 394
 Dividends received from associates                                                -
 Loans granted to associates                                 (3 646)         (3 646)
 Disposal and acquisition of subsidiaries (net of
 cash acquired and disposed of)                              (6 271)         (6 271)
 Disposal of property held for sale                           14 500          14 500
 Net acquisition of property, plant and equipment3             (861)         (4 053)       3 192      78.756
 Net acquisition of intangible assets                        (1 520)         (1 520)
 Net disposal of financial investments                        31 337          31 337
 Net cash flows from financing activities                   (26 601)        (18 525)     (8 076)      43.595
 Shares repurchased                                         (10 025)        (10 025)
 Dividends paid to non-controlling shareholders                (200)           (200)
 Net movement in loan funding: Non-controlling
 shareholders                                                (1 485)         (1 485)
 Net movement in loan funding: Third parties3                     75           4 786     (4 711)     98.433
 Net movement in loan funding: Leases3                      (14 966)        (11 601)     (3 365)     29.006

 Total cash movement for the year                              9 638           9 638
 Cash at the beginning of the year                           149 132         149 132
 Total cash at the end of the year                           158 770         158 770

Note 3: The following reallocations were made in the Consolidated Statement of Cash Flows:

        - loan funding of R4.786 million provided to third parties was reallocated from cash flows from
          financing activities to net cash flows from investing activities;
        - R75 000 in loan funding received from third parties was previously incorrectly reflected Net
          movement in loan funding: Leases; and
        - There was a reallocation between Net movement in loan funding: Leases (R3.290 million), finance
          charges (net R98 000) and Net acquisition of property, plant and equipment (R3.192 million).

        This resulted in an increase of 1.293% in the net cash inflows from operating activities, a 22.322%
        increase in the net cash inflows from investing activities and a 43.595% increase in the net cash
        outflows from financing activities. There was no change to the total cash movement for the year.

There have been no changes to the Statement of Changes in Equity.

Furthermore, there has been no change in net asset value, net asset value per share, tangible net asset value
per share, loss for the year, basic and diluted loss per share and headline and diluted headline loss per share,
when comparing the AFS to the Reviewed Results.

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of shareholders of Conduit Capital (“AGM”), which will
be conducted entirely by electronic communication, will be held at 17:00 on Tuesday, 30 November 2021 to
consider and, if deemed fit, to pass with or without modification, the business stated in the notice of the AGM
(“Notice”), which is contained in the integrated annual report.

The salient information pertaining to the Annual General Meeting is set out below:

Issuer name                                                                            Conduit Capital Limited
Type of instrument                                                                             Ordinary shares
ISIN number                                                                                       ZAE000073128
JSE code                                                                                                   CND
Meeting type                                                                            Annual General Meeting
Meeting venue                                                                         Electronic communication
Record date – To determine which shareholders are entitled to
receive the Notice                                                                             22 October 2021
Publication/Posting Date                                                                       29 October 2021
Last day to trade – Last day to trade to determine eligible
shareholders that may attend, speak and vote at the AGM                              Tuesday, 16 November 2021
Record date – Record date to determine eligible shareholders
that may attend, speak and vote at the AGM                                            Friday, 19 November 2021
Meeting deadline date – (For administrative purposes), forms
of proxy for the AGM to be lodged                                         09:00 on Wednesday, 24 November 2021
AGM date                                                                    17:00 on Tuesday, 30 November 2021
Publication of results of AGM                                                       Wednesday, 1 December 2021
Website link                                                                          www.conduitcapital.co.za


Johannesburg
29 October 2021

Designated Adviser
Merchantec Capital

Date: 29-10-2021 05:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story