REG - Cambria Africa PLC - Final Results
11/10/2024 07:00
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RNS Number : 8543H Cambria Africa PLC 11 October 2024
Cambria Africa Plc
("Cambria" or the "Company")
Audited FY 2023 Results ("the Results")
Earnings per Share of 0.03 US cents and NAV of 1.12 US cents (0.88p GBP)
Cambria Africa Plc (AIM: CMB (AIM%3ACMB) ) ("Cambria" or the "Company")
announces its audited results for the year ended 31 August 2023 ("FY 2023").
The Audited Financial Statements are available on the Company's website
(www.cambriaafrica.com (http://www.cambriaafrica.com) ) and will be sent to
shareholders tomorrow. With the publishing of the Group`s FY 2023 and HY 2024
results, the suspension of the Company`s shares on the AIM will be lifted at
7.30am on 11 October 2024.
A loss attributable to Cambria Shareholders of $156,492 (0.03 US cents per
share) was recorded for FY 2023. The Company's subsidiaries in Zimbabwe
continued to operate above or near breakeven EBITDA, with revenues
US $922,104 in FY 2023 comparable with US $920,047 million in FY 2022. The
Company's subsidiaries are expected to continue reporting at breakeven levels
in FY 2024. The Company's FY 2023 consolidated profits stem mainly from
Tradanet, the 51% owned subsidiary of Paynet Zimbabwe with revenues of
US$528,834.
Net Equity (NAV) increased by 6% from US $5.75 million (1.06 US cents per
share) in FY 2022 to
$6.1 million FY 2023 (1.12 US cents per share). The increase is mainly
attributable to receipt of "Legacy Debts" or "Blocked Funds" totalling
$407,350 which had previously been written down offset by foreign currency
translation losses of $226,000 related to the translation of the Zimbabwean
operations.
FY 2023 Results highlights:
12 Months Ended 31 August (US$'000) 2022 2021 Change
Group:
- Revenue (-)
922 920
- Operating costs 585 623 6%
- Consolidated EBITDA (before exceptional items) 298 344 (13%)
- Consolidated Profit/(Loss) after tax (PAT) 265 (5) 5400%
- Profit/(Loss) after tax attributable to owners of the Company 156 (178) 188%
- Central costs 116 127 (9%)
- Earnings/(Loss) per share - cents 0.03 (0.03) 200%
- Net Asset Value (NAV) attributable to owners of the Company 6%
6,089 5,745
- NAV per share - cents 1.12 1.06 6%
Weighted average shares in issue ('000) 544,576 544,576 -
Shares in issue at year-end ('000) -
544,576 544,576
Divisional:
- Payserv - consolidated profit after tax ("PAT") 20%
359 300
- Payserv - consolidated EBITDA 405 433 (7%)
- Millchem - EBITDA 2 (3) 167%
Group Highlights:
· Net Equity (NAV) increased by 6% from US $5.75 million (1.06 US
cents per share) to US $6.1 million
(1.12 US cents per share).
· Revenues were almost comparable with the prior year at $922,000
while operating costs decreased by 6% to $584,769.
· Consolidated EBITDA before exceptional items decreased by 13% to
$298,000 from $344,000 in FY2022.
· Cambria's central costs comprising the listing and associated
operating costs decreased by 9% to $115,509 in
FY2023. Cambria's CEO and Directors rendered services to Cambria without
compensation during FY2023.
· The Statement of Comprehensive Income includes the receipt of
$407,350 of the "Legacy Debts" or "Blocked Funds" registered with and received
from the Zimbabwean Ministry of Finance during the year.
Divisional Highlights:
· Tradanet (Pvt) Ltd, Paynet Zimbabwe's 51% owned subsidiary,
continued to provide loan management services to CABS, the country's largest
building society. The persistent devaluation of the country's currency led
to an increase in salary-based loans. However, due to liquidity constraints in
the banking sector, this increase was not in proportion to the depreciation of
the currency.
· Autopay, Paynet Zimbabwe's payroll processing division, performed
as expected under a new management team with extensive payroll experience.
Autopay established an independent contract relationship with payroll managers
on a pure profit share basis.
Net Equity (Net Asset Value):
Components to the decrease of NAV in 2023
The Group reported an increase in NAV to $6.1 million (1.12 US cents per
share) at 31 August 2023, compared to
$5.75 million (1.06 US cents per share) at 31 August 2022. The net increase
was due to the following material factors:
· Receipt of $407,350 of the "Legacy Debts" or "Blocked Funds" from
the Zimbabwean Ministry of Finance. $1.2 million remains outstanding and
represents the amounts owing by our Zimbabwean subsidiaries to their holding
companies registered with the Ministry of Finance. These amounts were marked
down to a negligible value in prior financial years. Accordingly any recovery
of these Legacy Debts will represent an increase to the Group`s NAV upon
receipt.
· Foreign currency translation adjustments (losses) of $226,000
· Profit after tax attributable to the owners of the Company
$156,492
Components of NAV at 31 August 2023
The Group NAV of $6.1 million as at the end of FY 2023 includes the following
material tangible and intangible assets:
Building and properties valued at $2.3 million - The Company`s real estate
holding company, Lonzim Holdings Limited, has received multiple offers, with a
transaction yet to be finalised.
Investment in Radar Holdings Limited - 9.74% or 4.98 million shares valued
at US $1.743 million (net of minority interests) based on 35 US cents per
equivalent Radar share. In the post balance sheet period, the sale of the
Group`s 78.2% shareholding in A.F Philips (Pvt) Ltd ("AFP") (which holds the
Investment in Radar Holdings Limited) has been concluded with all conditions
precedent to the deal being successfully completed. The purchasers have
settled $1.1 million of the purchase price with the balance, which accrues
interest at a rate of 10% per annum, expected to be settled by the end of the
calendar year.
USD Cash and Cash Equivalents - US dollar cash totalling $1.498 million at the
end of FY 2023.
Old Mutual and Nedbank shares - the Company holds 204,047 Old Mutual Limited
shares and 2,692 Nedbank shares valued on its FY 2023 Statement of Financial
Position at US $167,670 based on the closing price of shares on the
Johannesburg Stock Exchange (JSE) at the year end. The Old Mutual Limited
shares were suspended on the Zimbabwe Stock Exchange (ZSE) on 31 July 2020.
Goodwill - The Company has a goodwill value of $717,000 on its Statement of
Financial Position relating to its investment in the Payserv group of
Companies. The Company believes this is a fair assessment of the intangible
asset despite the impact of the decisions made by Zimbabwe`s banking
institutions against using its payment platforms. Turnaround opportunities are
being explored, as evidenced by the recent granting to Multi-Pay Solutions
(Pvt) Ltd (Multi-Pay Solutions) the exclusive rights to use, distribute, and
operate Paynet Software in the Southern African Development
Community (SADC). Payserv Africa will continue to operate Paynet outside of
the SADC. Tradanet, in which the Company holds an effective 51% interest,
processes microloans on behalf of CABS, Zimbabwe's largest Building Society.
At their peak in 2019, these microloans comprised about a third of the banks
assets and the Directors believe that a return to those levels is fully
conceivable. Accordingly, the Company continues to believe that Payserv's
intellectual property value and the amalgamation of the above exceeds the book
value of the goodwill.
Chief Executive's Report
At this point in time, the Company's investment proposition is underpinned by
its realizable Net asset value ("NAV") within the constructs of Zimbabwe's
current economic policy and its outlook. It is important to consider the
components of NAV and the efforts of the Company to ensure that any disposal
is realized at the holding Company level. We believe we are making significant
progress in this regard.
Strategies to realise NAV
The Company continues to realize NAV at the holding company level by deploying
the following strategies:
· Cash: As at the 2023 financial year end, the Group held cash
reserves of US$1.55 million. As at 30 September 2024, in addition to
Zimbabwe-held US dollar-denominated cash, shares and gold coins, the Company
holds $2.6 million at the holding level.
· Recovery of Legacy Debts: The Company is actively pursuing the
recovery of "Legacy Debts" or "Blocked Funds"
owed by our Zimbabwe subsidiaries to their holding companies. As at 31 August
2023, we've successfully recovered US$407,350, leaving an outstanding balance
of $1.2 million held by the Ministry of Finance. These funds, initially held
by the Reserve Bank in ZWL on a one-to-one basis with the USD, were marked
down to a negligible value in previous financial years based on the annual
official exchange rate.
· Listed Portfolio Value: We aim to realise the value of the
204,047 Old Mutual shares and 2,692 Nedbank shares by
transferring these shares to the South African register. The total value of
this portfolio was $202,924 based on
Johannesburg Stock Exchange (JSE) closing prices on 30 September 2024.
· Asset Maximization at Holding Level: At the holding Company
level, we intend to achieve approximately $4 million
from the sale of our indirect stake in Radar ($1.74 million) and properties
($2.3 million).
· Intellectual Property Value: We are committed to deriving maximum
value from our intellectual property, both in
our current operations and future endeavours.
NAV Discussion
NAV increased by US$337,000 from 1.06 US cents per share to 1.12 US cents per
share. As noted above, this excludes the balance of $1.2 million "Legacy Debt"
due from the Zimbabwean Ministry of Finance.
The details of Cambria's NAV components are as follows:
· Commercial Property - This is represented by the prominently
located Mt. Pleasant Business Park Commercial Property valued at $2.3 million;
· Old Mutual and Nedbank Shares - The total value of Old Mutual and
Nedbank shares based on JSE closing prices was $167,670 as at 31 August 2023.
204,047 Old Mutual shares are currently suspended on the Zimbabwe Stock
Exchange (ZSE), and their fungibility is also halted. By way of an unbundling
by Old Mutual in November 2021, the company received 2,692 Nedbank shares,
which are still retained in Zimbabwe.
· Radar Holdings Limited - The Company has concluded the sale of
its 78.2% shareholding in A.F. Philips (Pvt) Ltd ("AFP") for a sum of US $1.74
million in cash. This amount is equivalent to the book value of its
shareholding in AFP at 31 August 2023. All conditions precedent to the sale
were met in June 2024 at which time the Company received US $800,000 of the
sale price and subsequently a further $300,000 was received on 23rd September
2024. The balance accrues interest at a rate of 10% per annum and is expected
to be settled before the end of the calendar year.
· Goodwill - Another component of NAV is the Company's goodwill
(intellectual property). Currently, intellectual property is driving the
earnings in Tradanet - a significant contributor to the Company's earnings.
The 51% owned subsidiary of Paynet, processes microloans on behalf of CABS,
Zimbabwe's largest Building Society. At their peak in 2019, these microloans
comprised about a third of the bank's assets and the Directors believe that a
return to those levels is fully conceivable. In June 2023, the Company
announced its intention to license Paynet's intellectual property to Multi-Pay
which will attempt to provided bulk payment and clearing services to the
banking sector in the SADC region, including Zimbabwe.
Continuing Operations
Tradanet - As mentioned in the discussion of our goodwill above, Tradanet, the
51%-owned subsidiary of Paynet Zimbabwe remains the Company's most profitable
operation. With greater reliance on the US Dollar for remuneration, Tradanet
expects its ZWL earnings to transition to USD.
Other operations: Autopay and Millchem - These companies provide a modest
revenue to the Group, primarily in ZWL. Their operations are beneficial in
off-setting local expenses.
Cancellation of admission to trading on AIM of the Ordinary Shares
The Board undertook a review of the Company`s position and future prospects
including the benefits and drawbacks to the Company retaining its admission on
AIM. The Board concluded that it should recommend to Shareholders that a
Cancellation is in the best interests of the Company and its Shareholders. In
reaching this conclusion, the Board considered the following key factors:
· Permanent cost savings to be achieved by the Cancellation;
· Discount to NAV of the Company's share price. As at 29 February
2024 (being the last trading day prior to its suspension) the Company's share
price was 0.225 pence per Ordinary Share, compared with an unaudited liquid
NAV of 0.77 pence (as at 23 August 2024) and a potential recovery of 0.38
pence from illiquid assets (as at 23 August 2024).
· The free float of the Company is only c.30%, resulting in low
trading volumes and significant illiquidity, preventing Shareholders from
achieving the best value for their shares.
· The Company has not utilised its admission on AIM to raise fresh
capital or issue paper consideration to fund acquisitions since 2018.
· The administrative, legal, and regulatory burden associated with
maintaining the Company's admission to trading on AIM is, in the Directors'
opinion, disproportionate to the benefits.
Under the AIM Rules, it is a requirement that a cancellation is approved by
not less than 75 per cent of the votes cast, whether in person or by proxy at
a general meeting of shareholders.
A circular to shareholders was issued on 23 September 2024 convening a general
meeting to be held on 10 October 2024 to seek shareholder approval for the
proposed Cancellation and to amend the Company's Articles of Association. As
the beneficial owner of 69.2% of the Company's issued share capital via
Encyclia Logistics Limited, I recused myself from voting in favor of the
proposed delisting at the general meeting. As announced on 10 October 2024 all
Resolutions were passed. Accordingly, cancellation of admission of the
Company's ordinary shares to trading on AIM will become effective at 7.00 a.m.
on 22 October 2024.
The suspension of the Company's Ordinary Shares has been lifted and as a
result Shareholders will have one day to trade their Cambria Ordinary Shares
on AIM, before the Company will again be suspended at 7.00am on 14 October
2024. As announced on 23 September 2024, the Company will cease to have a
nominated adviser with effect from 8.00 a.m. on 14 October 2024. As a
result, the Company will again be suspended as of 7:00 a.m. on 14 October
2024, pursuant to AIM Rule 1, for failing to retain a Nominated Adviser. As
the Company have decided not to appoint a new Nominated Adviser the suspension
will remain in place until the cancellation of admission of the Company's
ordinary shares to trading on AIM at 7.00 a.m. on 22 October 2024.
Posting of Annual Report
The Company has posted to shareholders copies of its annual report and
financial statements for the year ended
31 August 2023.
A copy of the annual report and financial statements are available from the
Company's website www.cambriaafrica.com/investors.
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
Contacts
Cambria Africa Plc www.cambriaafrica.com (http://www.cambriaafrica.com)
Samir Shasha +44 (0)20 3287 8814
WH Ireland Limited https://www.whirelandplc.com/ (https://www.whirelandplc.com/)
James Joyce / Sarah Mather +44 (0) 20 7220 1666
Cambria Africa Plc
Audited consolidated income statement
For the year ended 31 August 2023
Audited Audited
31-Aug-23 31-Aug-22
US$'000 US$'000
Revenue 922 920
Cost of sales (53) (22)
Gross profit 869 898
Operating costs (585) (623)
Other income 7 69
Exceptionals 13 (212)
Operating Profit 304 132
Finance income 31 12
Finance costs - (5)
Net finance income 31 7
Profit before tax 335 139
Income tax (70) (144)
Profit/(Loss) for the year 265 (5)
Attributable to:
Owners of the company 156 (178)
Non-controlling Interests 109 173
(Loss)/profit for the year 265 (5)
Earnings/(Loss) per share
Basic and diluted earnings/(loss) per share (cents) 0.03c (0.03c)
Earnings/(Loss) per share - continuing operations
Basic and diluted earnings/(loss) per share (cents) 0.03c (0.03c)
Weighted average number of shares 544,576 544,576
Cambria Africa Plc
Audited consolidated statement of comprehensive income
For the year ended 31 August 2023
Audited 31-Aug-23 Audited 31-Aug-22
US$'000 US$'000
265 (5)
Profit/(Loss) for the year
Other comprehensive income
Items that will not be reclassified to Statement of Profit or Loss:
Legacy debt recoveries 407 -
Foreign currency translation differences for overseas operations (219) (424)
Total comprehensive profit/(loss) for the year 453 (429)
Attributable to:
Owners of the company 344 (602)
Non-controlling interest 109 173
Total comprehensive profit/(loss) for the year 453 (429)
Cambria Africa Plc
Audited consolidated statement of changes in equity
For the year ended 31 August 2023
US$000 Share Capital Share premium Revaluation reserve Foreign exchange reserve Accumulated losses NDR Total Non-Controlling interests Total
Balance at 1 September 2022 77 88,459 (190) (11,128) (73,844) 2,371 5,745 425 6,170
Profit for the year - - - - 156 - 156 109 265
Foreign currency translation differences
for overseas operations - - - (219) - - (219) (24) (243)
Foreign currency translation differences for overseas operations - NCI
- - - 407 - - 407 - 407
Total comprehensive income for the year 77 88,459 (190) (10,940) (73,688) 2,371 6,089 510 6,599
Contributions by/distributions to owners of
the Company recognised directly in equity
Dividends paid to minorities - - - - - - - (56) (56)
Total contributions by and distributions to owners of the Company
- - - - - - - (56) (56)
Balance at 31 August 2023 77 88,459 (190) (10,940) (73,688) 2,371 6,089 454 6,543
US$000 Share Capital Share premium Revaluation reserve Foreign exchange reserve Accumulated losses NDR Total Non-Controlling interests Total
Balance at 1 September 2021 77 88,459 (190) (10,734) (73,666) 2,371 6,317 477 6,794
Profit for the year - - - - (178) - (178) 173 (5)
Foreign currency translation differences
for overseas operations - - - (424) - - (424) - (424)
Foreign currency translation differences for overseas operations - NCI
- - - 30 - 30 (30) -
Total comprehensive income for the year 77 88,459 (190) (11,128) (73,844) 2,371 5,745 620 6,365
Contributions by/distributions to owners of
the Company recognised directly in equity
Dividends paid to minorities - - - - - - - (195) (195)
Total contributions by and distributions to owners of the Company
- - - - - - - (195) (195)
Balance at 31 August 2022 77 88,459 (190) (11,128) (73,844) 2,371 5,745 425 6,170
Cambria Africa Plc
Audited consolidated Statement of Financial Position
As at 31 August 2023
Audited Group 31-Aug-23 US$'000 Audited Group 31-Aug-22 US$'000
Restated
Property, plant and equipment 2308 2306
Goodwill 717 717
Financial assets at fair value through profit and loss 168 155
Total non-current assets 3,193 3,178
Inventories - 8
Financial assets at fair value through profit and loss 34 28
Trade and other receivables 88 142
Cash and cash equivalents 1,552 1,263
Total current assets 1,674 1,441
Assets classified as held for sale 2,228 2,228
Total assets 7,095 6,847
Equity
Issued share capital 77 77
Share premium account 88,459 88,459
Revaluation reserve (190) (190)
Foreign exchange reserve (10,940) (11,128)
Non-distributable reserves 2,371 2,371
Accumulated losses (73,688) (73,844)
Equity attributable to owners of the company 6,089 5,745
Non-controlling interests 454 425
Total equity 6,543 6,170
Liabilities
Deferred tax liabilities 153 188
Total non-current liabilities 153 188
Current tax liabilities 104 141
Trade and other payables 295 348
Liabilities directly associated with assets classified as held for sale
- -
Total current liabilities 399 489
Total liabilities 552 677
Total equity and liabilities 7,095 6,847
Cambria Africa Plc
Audited consolidated statement of cash flows
As at 31 August 2023
Audited 31-Aug-23 US$'000 Audited 31-Aug-22 US$'000
Cash generated from operations 307 495
Taxation paid (142) (111)
Cash generated from operating activities 165 384
Cash flows from investing activities - 17
Proceeds on disposal of property, plant and equipment
Purchase of property, plant and equipment (5) (6)
Purchase of gold coins (31) -
Interest received 31 12
Dividends received 6 -
Non-cash proceeds from scrip dividend - (33)
Net cash generated from/(utilized in) investing activities 1 (10)
Cash flows from financing activities (56) (195)
Dividends paid to non-controlling interests
Legacy debt recoveries 407
Interest paid - (5)
Loans repaid - (100)
Net cash generated from/(utilized by) financing activities 351 (300)
517 74
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the Period 1,263 1,656
Foreign exchange (288) (467)
Net cash and cash equivalents at 31 August 1,552 1,263
1,552 1,263
Cash and cash equivalents as above comprise the following
Cash and cash equivalents attributable to continuing operations
Net cash and cash equivalents at 31 August 1,552 1,263
Annual Report
A copy of the annual report and financial statements will be made available on
the Company's website www.cambriaafrica.com/investors.
END
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