Group UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL .
AFRISTRAT INVESTMENT HOLDINGS LIMITED(formerly Ecsponent Limited)Incorporated in the Republic of South AfricaRegistration number: 1998/013215/06JSE Code: ATI - ISIN: ZAE000287587Debt Issuer Code: ATIDHybrid Issuer Code: ATIG(“Afristrat” or “the Company” or “the Group”)UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIXMONTHS ENDED 30 SEPTEMBER 2020 OF AFRISTRAT AND ITS SUBSIDIARIESThe Board of directors of Afristrat (“the Board”) presents the condensed consolidated interim financialstatements of the Group for the six-month period ending 30 September 2020.The six-month period reflects the positive effect of the debt reduction and restructuring process, corporaterestructuring and cost reductions implemented by the Company.The Groups’ financial metrics compared to the prior six months reflect the effect of the initiativesimplemented to stabilise the business and are set out below: Total assets decreased by 41% to R889 million compared to R1.5 billion;Total liabilities decreased by 77% to R867 million compared to R3.7 billion;Revenue decreased by 99.19% to R368 thousand compared to R45 million;Operating losses decreased by 85.53% to R287 million compared to R1.981 billion;Loss per share (“LPS”) decreased by 99.39% to a LPS of 1.003 cents per share compared to 165.443cents per share;Headline loss per share (“HLPS”) decreased by 99.40% to a HLPS of 0.988 cents per share comparedto 165.704* cents per share;Credit impairments decreased by 96.63% to R9.9 million compared to R294 million; andFair value losses decreased by 82.79% to a loss of R297 million compared to a loss of R1.7 billion.*Shareholders should note the comparative number differs from the Trading Statement which reflected 165.443 due toan erroneous inclusion of the incorrect comparative figure in the Trading Statement.Afristrat’s Board implemented the following interventions during the six-month period and up to the date ofthis report, in order to improve the solvency and liquidity of the Group: The restructure of the R5 billion JSE Limited (“JSE”) listed preference share programme in theExtraordinary General Meeting on 27 May 2020 in order to achieve a solvent position and alignmentwith the liquidity profile of the Group’s equity investments; resulting in Afristrat converting totalpreference share debt of R2.32 billion into equity, of which R1.8 billion converted into ordinary sharesand R521 million converted into a new hybrid preference share.Entering into negotiations with debt holders to restructure debt facilities.Exit of non-core investments through: The disposal of MHMK Capital (Pty) Ltd for a purchase consideration of R18 million; Exit of Capitis vehicle; and Disposal of MyBucks Zambia for a consideration of USD1.5million, subject to in-countryReserve Bank approvals, in order to settle current debts.Rationalisation of the business operations to reduce costs, resulting in a reduction of staff fromapproximately 80 to 12 and operational cost savings of up to 60%.New appointments to the Board of Afristrat and redeployment of directors to the Board of its largestinvestment, MyBucks S.A.Successful issue of 8 808 624 705 Afristrat ordinary shares to settle debt of R215.8 million.
The Board wishes to thank its shareholders for their support and vote of confidence in the rebuilding processcommenced during this six-month period, which was reflected in the overwhelming positive participation inthe debt-to-equity transaction and the recent annual general meeting.OPERATIONAL REVIEWGroup OverviewBelow is an overview of the Group’s operations for the six-month period ended 30 September 2020.Private EquityThe Board implemented various restructuring initiatives which included a strategic shift from a Group whichfocused on both private equity investments and financial services to a Group that focuses almost exclusivelyon private equity investments. Fundamental to Afristrat’s future success is the portfolio of equity assets thatprovide platforms to unlock sustainable medium to long term returns. The Equity business unit investmentstrategy is to invest in companies with significant intellectual property, which provide high barriers to entry,command sustainable margins and employ robust business models. The Group holds investments in banking,financial services, renewable energy, and mining.The Group’s investment portfolio at 30 September 2020 consisted of:DivisionInvestmentBanking and Financial Services42.97% in MyBucks S.A. (“MyBucks”)32.8% in Getbucks Microfinance Bank Limited (“GetbucksZimbabwe”)Renewable Energy70% in Invest Solar Africa Limited (“Invest Solar Africa”)Mining51% in Chrome Valley Mining Private Limited (“Chrome ValleyMining” or “CVM”).The significant exposure to MyBucks, has continued to put pressure on the financial results for the six-monthperiod, with further downward fair value adjustments recorded.Below is a summary of the investments which are expected to contribute to the future value of the Group.Banking and Financial ServicesMyBucks and Getbucks ZimbabweMyBucks is an African focused banking Group incorporated in Luxembourg and listed on the Frankfurt StockExchange. Through its presence in five African countries (Uganda*, Zambia*, Mozambique*, Malawi andZimbabwe), it provides financial products and services such as impact loans, unsecured credit, bankingsolutions and insurance products.*Disposed of subject to Regulatory ApprovalsDuring the six-month period ended 30 September 2020, the Group deployed two of its Non-Executivedirectors to the Board of MyBucks, to perform an in-depth assessment and complete the final phase ofrestructuring in order to:-2accelerate the elimination of the debt overhang at the MyBucks holding company level;assess, develop and implement an effective strategy to rebuild value in MyBucks; andidentify a roadmap to unlock future value for MyBucks and Afristrat.
During this six-month period, MyBucks managed to effectively enter into various transactions andagreements to finally deal with all residual debt which amounted to EUR108million when the restructuringprocess commenced.These initiatives resulted in the following announced ofofOpportunity Bank of Uganda to settle third party debts*MBC Mozambique and MyBucks Zambia to settle third party debts*25% of MBC Malawi to settle third party debts*Getbucks Botswana and Getbucks Mauritius to a related party*Subject to in-country regulatory approvalsAfter completion of all debt restructuring initiatives above, MyBucks will effectively remain with:-An investment in Getbucks Zimbabwe of 52%An investment in MBC Malawi of 49%An analysis of the final position has brought the realisation that the future prospects of MyBucks as aninvestment vehicle is unsustainable and would not provide any realistic turnaround value for Afristrat in thefuture.The Board has therefore started a strategic review to actively pursue the best route to rebuild value fromthe remaining two assets in MyBucks, and to recapitalise Afristrat in order to rebuild its financial servicesand banking division. Refer to the Prospects section for further details.Renewable EnergyInvest Solar AfricaInvest Solar Africa is an investment vehicle focused on renewable energy opportunities in markets withinAfrica. It focuses on small projects of up to 30 megawatts, a niche that early movers often ignore owing toa preference for larger scale projects. This project size generally attracts higher feed-in tariffs and, astechnology evolves, can be scaled up to reduce the overall investment per megawatt, resulting in improvedreturns. Invest Solar Africa’s project pipeline, coupled with an experienced team and a clear strategic pathforward, should ensure that the entity goes from strength to strength.Invest Solar Africa’s target is to raise and direct a total sum of USD 150 million in funding for renewableenergy projects with an aggregate generation capacity of over 300 megawatts over the next 5 years.Invest Solar Africa is in the final phases of commissioning the 20-megawatt Harava, Phase 1 Solar projectin Zimbabwe, which is expected to provide the first 20MW in the first quarter of 2021. The 30-megawattZhenje and the 20-megawatt Harava Phase 2 Solar projects in Zimbabwe are in initial construction phase.Invest Solar Africa has also commenced with the development of the following projects, which, in combinationwith the Zimbabwean projects, total a pipeline of 150 megawatts: antplantplantplantin Botswana;in eSwatini;in Mozambique; andZambia.MiningChrome Valley MiningECS Private Equity Limited (formerly Ecsponent Botswana Limited) acquired 51% of CVM during the period.CVM is a private exploration company incorporated in Zimbabwe that holds a total of 2,400-hectares (ha) of3
claims located 40 kilometres Northeast of Guruve town centre which is in the extreme northern part of theGreat Dyke. Zimbabwe is estimated to hold 12% of the world’s resource of metallurgical chrome, mainly onthe Great Dyke with a chromic oxide range of 47% to 60% and chromium to iron ratios ranging between 2:2and 4:1.The initial trenching work focused mainly on the 600ha first phase, comprising about 25% of the total MiningClaims. 753 metric kilotons (kt) of the Chrome mineral resources potential of 1 903kt was upgraded from a“deposit” to an inferred mineral resource as a result of the trenching work. Further exploration, appraisaland evaluation are required to determine the existence of a significant quantity of potentially extractablechrome deposits, and therefore the estimated mineral resource tonnage and grade have an associated riskof discovery and development. It is anticipated that further planned assessments during the next phase,being the initial diamond drilling exploration work, will result in an increase in confidence and an upgrade ofsome or all of the inferred mineral resources to indicated or measured resources.An independent valuation was undertaken to obtain an indicative mineral asset value, performed incompliance with the South African Code for the Reporting of Exploration Results, Mineral Resources andMineral Reserves and the South African Code for the Reporting of Mineral Asset Valuation. The indicativevalue placed on the inferred mineral resources contained in the initial 600ha is USD 18.08 million (R324.26million).The investment is classified as an exploration asset.Further development of this asset requires additional capital investment, in order to complete the fullfeasibility assessment. Based on the current political environment in Zimbabwe, opportunities remainconstrained and the Board is currently assessing the best option to build value from this investment, with aview to develop and extract value over the medium to long term.CreditThe Group’s Credit operations historically have provided secured credit to its commercial client base,consisting of emerging businesses and individuals, Small and Medium Enterprises (SMEs) and Largecorporate businesses.As stated above, the Group is in the process of exiting from its credit operations with a focus to providefunding to underlying private equity investments.COVID 19 – IMPACTThe outbreak of Covid-19 (Coronavirus) and the resultant extended lockdown has resulted in massproduction shutdowns and supply chain disruptions resulting in ripple effects across all economic sectors;concomitantly, most countries have revised their growth forecasts downward. The duration of the Covid-19pandemic and long-term magnitude of the economic shock on the Group’s businesses, and those of its clientsin the countries in which the Group operates, remains unknown and uncertain with a second wave ofinfections hitting Europe and the USA, resulting in new lockdown restrictions. While there is no doubt thecurrent developments will have an impact on our clients and the Group’s financial performance, the highlevel of uncertainty is further complicated by evolving scientific data on the virus and the expected timing ofvaccines which makes it difficult to estimate the financial effects of the pandemic, at this time.Countries in which the Group’s underlying investments operate, have recorded cases of coronavirus; eachcountry is going through its own set of unique challenges, ranging from partial to full lockdowns. The Groupis following directives from the respective governments, national health agencies and the World HealthOrganisation in order to control the spread of the virus. Our banking subsidiaries under MyBucks, which areregarded as essential services during this difficult time, have implemented measures to ensure businesscontinuity and adequate service and support to clients, whilst ensuring a safe environment under theguidelines of the World Health Organisation.The Group is closely monitoring the situation and is fully committed to ensuring the safety of its clients andemployees. In this respect, the Group has implemented measures to ensure smooth information4
dissemination and has also enhanced several preventative measures, including significantly increasinghygiene and safety conditions wherever employees are rendering essential services and effectivelymaintaining and implementing social distancing and/or working from home policies. As the situationdevelops, decisions are continually reassessed, and additional measures implemented that are considerednecessary to adapt to the changing environment. The Group will update the market of further developmentsfrom time to time.PROSPECTSAfristrat’s private equity operations investment philosophy is to invest in a diversified portfolio of companiesoperating in high growth sectors and with an ability to generate a minimum return of 30% in South AfricanRands over a long-term period. Over the past six months, the Company has established the necessarybuilding blocks to redevelop and rebuild its private equity investment portfolio in very difficult and turbulentmarket conditions.The detailed and fundamental assessment of the prospects related to the MyBucks investment hasnecessitated the Company to reconsider its long-term plan in relation to this investment. The ability to rebuilda sustainable and value accretive business around the MyBucks investment has been determined asunfeasible. The Company is therefore in the process of extracting the maximum amount of value from anyremaining assets held by MyBucks and developing a detailed strategy to rebuild its banking and financialservices platform around these assets in a new structure, with the need for further recapitalisation andcomplementary acquisitions, considered as essential.The Board of Afristrat will now focus on rebuilding its underlying equity investment and remains confidentthat the investments will provide returns in the medium to long term to its investors, being the next threeto five years.5
FINANCIAL RESULTSPresented below are the unaudited condensed consolidated financial statements for the six-months ended30 September 2020.Condensed Consolidated Interim Statement of Financial Position as at 30 September 2020NotesASSETSCash and cash equivalentsAssets held for sale3Current tax receivableTrade and other receivablesGroupUnauditedAt 30 Sept2020R '000AuditedAt 31 Mar2020R '0001 8359 51128 2903 2486 1356 13215 41630 387Loans and advances4245 521240 665Other financial assets571 140243 624Investments in associates6297 301648 13922 69423 7198190 721284 527Mineral and exploration assetDeferred tax assetProperty, plant and equipmentTOTAL ASSETSLIABILITIESBank overdraftCurrent tax payableTrade and other payables9 68015 841888 7331 505 793468169 89961 83823Preference shares1116 5192 341 548Other financial liabilities10607 1541 068 1009165 612161 099Deferred tax liability2 55163 653Lease liabilities5 0839 339866 8643 705 68121 869(2 199 888)2 164 347145 170521 39422 354(2 233 857)96(118(1515)76199 432)(2 207 202)(485)7 31421 869(2 199 888)Note programmeTOTAL LIABILITIESASSETS MINUS LIABILITIESEQUITYEquity and reservesShare capitalHybrid preference sharesAccumulated lossReservesEquity attributable to equity holders of parentNon-controlling interestTOTAL EQUITY6128(2 571 063)(92 324)
FINANCIAL RESULTSCondensed Consolidated Statement of Profit and Loss and Other Comprehensive Income or Lossfor the six-month interim period ended 30 September 2020GroupNotesUnaudited6-months ended31 Dec 2019R '000Revenue36845 027Cost of sales(48)(39 816)Gross profit3205 21129 06593 175(24 750)(59 490)4 31533 685(291 975)(1 657 619)-1748 832-Interest incomeInterest expensesNet interest incomeFair value loss13Dividend incomeProfit on disposal of equity investment7Share of net profit of associate-3 978Impairments (raised)/reversed1 639(26 380)(281 504)(1 679 847)26 45522 900Investment lossOther incomeCredit impairmentsOperating expensesOperating lossFinance costLoss after finance costTaxationLoss for the periodOTHER COMPREHENSIVE INCOME OR(LOSS)Items that may be reclassified to profit andloss:Exchange differences on translating foreignoperationsTotal comprehensive loss7Unaudited6-months ended30 Sept 2020R '0008(9 914)(294 448)(26 365)(69 301)(286 693)(1 981 800)(16 030)(151 531)(302 723)(2 133 331)(38 114)353 214(340 837)(1 780 117)26 191629(314 646)(1 779 488)
GroupNotesUnaudited6-months ended30 Sept 2020R '000Unaudited6-months ended31 Dec 2019R '000(337 206)(1 786 045)(LOSS) AND PROFIT AND OTHERCOMPREHENSIVE INCOME OR (LOSS)ATTRIBUTABLE TO:(Loss)/profit attributable to:Owners of the parentNon-controlling interest:(3 631)5 928(340 837)(1 780 117)(311 015)(1 785 416)(3 631)5 928(314 646)(1 779 488)(1.003)(165.443)Total comprehensive (loss)/profitattributable to:Owners of the parentNon-controlling interestLOSS PER SHARE - BASIC AND DILUTEDBasic and diluted loss per share (cents)attributable to equity holders of the parent814
Condensed Consolidated Statement of Changes in Equity for the interim period ended 30 September 2020HybridpreferencesharesForeign currencytranslationreserveRetained income/ (accumulatedloss)Non-controllinginterestTotal equityR'000R'000R'000R'000R'000R'000Balance at 01 July 2019Loss for the periodOther comprehensive incomeIFRS 16 adjustmentBusiness combinationsBalance at 31 December2019Loss for the periodOther comprehensive lossDisposal of subsidiaries145 170--6 132629-(213 202)(1 786 045)(185)-8425 9287 566(61 058)(1 780 117)629(185)7 566145 170-6 761(1 999 432)14 336(1 833 165)--(125 276)-(234 425)-(5 421)(1 601)(239 846)(125 276)(1 601)Balance at 31 March 2020Conversion of preferenceshares145 170-(118 515)(2 233 857)7 314(2 199 888)1 783 187----1 7843 187Debt to equity conversion235 810----235 810Issue of sharesHybrid preference sharesconversion180----180-521 394---521 394Loss for the period---(337 206)(3 631)(340 837)Other comprehensive income--26 191--26 191Disposal of subsidiary----(4 168)(4 168)2 164 347521 394(92 324)(2 571 063)(485)(21 869)GroupBalance at 30 September20209Share capital
Condensed Consolidated Cash Flow Statement for the interim period ended 30 September2020UnauditedFor the 6-monthperiod ended30 Sept2020R '000UnauditedFor the 6-monthperiod ended31 Dec2019R '000Cash (utilised)/generated by operations19 727(7 552)Finance costs(9 886)(184 716)Taxation paid(26)(4 222)9 815(196 490)-(1 466)-1 515(19 954)(125 092)8 97725 132-(7 774)3 992-(5)555(6 990)(107 130)Preference share issues - proceeds-276 415Preference shares redeemed-(61 118)Note issues – proceeds-80 660Cash flow from operating activitiesNet cash from operating activitiesCash flow from investing activitiesPurchase of property, plant and equipmentProceeds on the disposal of property plant andequipmentLoans and advances - disbursementLoans and advances – repaymentsOther financial assets – investmentsOther financial assets - proceedsCash acquired through business combinationNet cash from investing activitiesCash flow from financing activitiesOther financial liabilities - raised2 17147 870O
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2020 OF AFRISTRAT AND ITS SUBSIDIARIES The Board of directors of Afristrat (“the Board”) presents the condensed consolidated interim financial statements of the Group for the six-month period ending 30 September 2020.
07 Condensed consolidated statement of financial position 08 Condensed consolidated statement of changes in equity 09 Condensed consolidated statement of cash flows . MultiChoice Group / Condensed consolidated interim financial statements for the period ended 30 September 2020 / 01. slightly more than the prior year due to higher
Condensed consolidated statement of cash flows . 16 Notes to the condensed consolidated interim financial statements . 17 Independent auditor’s review report on the condensed . Prosus condensed consolidated interim financial statements for the six months ended 30 September 2020 1 Commentary
The accompanying notes are part of the interim condensed consolidated financial statements Interim condensed consolidated financial statements CMA CGM / 6 Three-month period ended March 31, 2021 Interim Condensed Consolidated Statement of Financial Position - Liabilities & Equity (in USD million) Note As at March 31, 2021 As at December 31, 2020
These condensed consolidated interim financial statements were approved by the Board of Directors on November 5, 2020 . (b) Basis of measurement . The condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:
These condensed interim financial statements were approved for issue on 29 August 2020. The financial statements have been reviewed, not audited. Condensed consolidated statement of profit or loss 5 Condensed consolidated statement of comprehensive income 6 Condensed consolidated balance sheet 7
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the 3 months ended 30 September 2020 _ 4 UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT 3 months to 30 Sept 2020 3 months to 30 Sept 2019 Year to 30 June 2020 Pre Notes -exceptional items ’m Exceptional items(4) ’m Total ’m Pre exceptional items .
The interim condensed consolidated financial statements are expressed in Saudi Arabian Riyals (SR) and amounts are rounded to the nearest thousand. 3. Consolidation These interim condensed consolidated financial statements include the financial position and results of Samba Financial Group and its subsidiary companies.
1 1 Novel engineered high performance sugar beetroot 2D nanoplatelet-cementitious 2 composites 3. 4. Hasan Hasan. 1, Bo Huang , Mohamed Saafi. 1 *, Jiawei Sun. 2, Yin .
