REG - Cambria Africa PLC - Interim Results
11/10/2024 07:15
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RNS Number : 8544H Cambria Africa PLC 11 October 2024
Cambria Africa Plc
("Cambria" or the "Company")
Interim Results (the "Results")
Loss per share of 0.01 US cents and NAV 1.12 US cents
For the 6 Months ended 28 February 2024
Cambria Africa PLC (AIM:CMB (AIM%3ACMB) ) ("Cambria" or the "Company") is
pleased to announce its interim results for the six months ended 28 February
2024 (the "Period"). A copy of this announcement is available on the Company's
website (www.cambriaafrica.com (http://www.cambriaafrica.com) ). 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 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
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 is due to be lifted shortly on
publication of these results, as a result Shareholders will only have the 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.
The Group realised a loss after tax of US$44,000 for the 6 months ended 28
February 2023 compared to $99,000 achieved in the same period in 2022. This
was due to a decline in revenue and earnings contributions from Tradanet.
Tradanet`s performance was impacted by the slower growth in the US dollar
value of its loan processing portfolio which value slowed as a consequence of
inflation and the devaluation of Zimbabwe's currency (ZWL). Tradanet's
revenues were further adversely impacted by liquidity constraints in the
banking sector. Autopay also experienced a decline in the real value of its
Payroll processing revenues caused by the depreciation of ZWL relative to the
US dollar.
The Group's Net asset value of $6.12 million remained in line with the audited
NAV reported for the financial year ended
31 August 2023 of $6.1 million.
Half Year 2024 Results Highlights
6 Months ended 28 February 2024 (US$'000) 2024 2023 Change
- Revenue 185 451 (59%)
- Operating costs 192 323 (41%)
- Consolidated EBITDA (18) 128 (114%)
- Consolidated Profit after tax (PAT) (44) 99 (144%)
- (Loss)/Profit attributable to owners of the Company (58) 28 (307%)
- Central costs 73 21 248%
- EPS - cents (0.01) 0.01 -
- NAV 6,119 5,763 6%
- NAV per share - cents 1.12 1.06 6%
- Weighted average of shares in issue 544,576 544,576 -
- Shares in issue at year end 544,576 544,576 -
Divisional:
- Payserv - consolidated PAT 40 121 (67%)
- Payserv - consolidated EBITDA 66 149 (56%)
- Millchem - EBITDA - - -
Group Highlights HY 2024:
· Net Equity (NAV) increased by 6% from US $5.763 million (1.06 US
cents per share) in HY 2023 to $6.119 million (1.12 US cents per share) in
HY 2024.
· Group revenue decreased by 59% compared to the prior period from
$451,000 to $185,000. This is mainly due to Tradanet revenues decreasing as a
result of declining loan advances by CABS in United States dollar terms during
the period. The operations in Zimbabwe, despite challenging market and
currency devaluation conditions, operate at break even with minimal impact at
the holding level.
Net Equity (Net Asset Value)
The company's net asset value increased by 6% from $5.763 million at HY 2023
to $6.119 million at HY 2024. The HY2024 NAV corresponds with the audited NAV
at 31 August 2023 of $6,104 million.
Components of NAV at 28 February 2024
The Group NAV of $6.119 million as at the end of HY 2024 consists of the
following 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 (after HY 2024) 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 $1.56 million.
Old Mutual and Nedbank shares - the Company holds 204,047 Old Mutual Limited
shares and 2,692 Nedbank shares valued on at US $156,971 based on the closing
price of the shares on the Johannesburg Stock Exchange at the interim period
end.
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, is the largest
contributor to the Company's earnings. Tradanet 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
The Company has released its Annual Report for the financial year ended 31
August 2023 simultaneously with its 2024 half year results. As covered in my
CEO report attached to the audited year end results, Cambria's story is now
focused on realizing its NAV. Investors might find value in examining our
estimate of realizable NAV at US $7.2 million (1.3 US cents per share). Our
estimate draws from the following actual and anticipated components:
· Cash: As at the half year ended 2023, the Group held cash reserves
of US$1.56 million. As at 30 September 2024, in addition to Zimbabwe-held US
dollar-denominated cash, shares and gold coins, the Company holds Fixed
Deposits of $2.4 million in the United Kingdom.
· Commercial Property: This is represented by the prominently located
Mt. Pleasant Business Park Commercial Property valued at $2.3 million.
· Recovery of Legacy Debts: The Company is actively pursuing the
recovery of "Legacy Debts" or "Blocked Funds" owed by our Zimbabwe
subsidiaries to the 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. However, post FY 2022, the Ministry of Finance began repaying
these debts and assures us of the balance, as funds become available. As a
result, our NAV after the financial year end will see an increase, accounting
for the recovered debts.
· 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 $192,469 based
on JSE closing prices on 10 October 2024.
· Sale of Radar equivalent shares: At the holding Company level, we
will realise $1.743 million from the sale of our indirect stake in Radar after
the fulfilment of all conditions precedent to the agreement of sale. $1.1
million has been received, with the balance accruing 10% interest, expected to
be settled by the end of the calendar year.
· Intellectual Property Value: The Board is committed to deriving
maximum value from our intellectual property, both in our current operations
and future endeavours. The Company's Statement of Financial Position lists a
goodwill value of $717,000.
These estimates, culminating in a projected NAV of US $7.2 million, come with
the following considerations:
1. Maintenance of stable commercial real estate prices in Harare and
successful sales realization at the holding Company level.
2. Repayment of US $1.2 million in Legacy Debts.
3. Effective utilization of intellectual properties for profit.
4. The resumption of fungibility of dual-listed shares.
We remain cautiously optimistic about achieving full value for the Company's
assets beyond its NAV.
With the publishing of the Group`s FY 2023 and HY 2024 results, 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.
Albeit for one day only, the lifting of the suspension should enable
shareholders to trade with a comprehensive understanding of the updated
financial position and the investment landscape confronting Cambria. At the
time of suspension, Cambria shares were valued at 0.225p, contrasting with a
book NAV of 0.88p and our estimate of 1.3 US cents per share or 1.07p per
share. Shareholders must determine whether the market has aptly gauged the
discount to the Company's book NAV and management's estimates of realizable
NAV, which we are committed to achieving.
Samir Shasha
10 October 2024
Contacts
Cambria Africa Plc www.cambriaafrica.com (http://www.cambriaafrica.com)
Samir Shasha +44 (0)20 3287 8814
WH Ireland Limited www.whirelandplc.com/capital-markets
James Joyce / Sarah Mather +44 (0) 20 7220 1666
Cambria Africa Plc
Interim consolidated income statement
For the six month period ended 28 February 2024
Unaudited Unaudited Audited
6 months to 6 months to Year to
28-Feb-24 28-Feb-23 31-Aug-23
US$'000 US$'000 US$'000
Revenue 185 451 922
Cost of sales (11) - (53)
Gross profit 174 451 869
Operating costs (192) (323) (585)
Other income - - 7
Exceptionals (11) - 13
Operating (loss)/profit (29) 128 304
Finance income 10 11 31
Finance costs - - -
Net finance income 10 11 31
(Loss)/Profit before tax (19) 139 335
Income tax (25) (40) (70)
(Loss)/Profit for the period (44) 99 265
Attributable to:
Owners of the company (58) 28 156
Non-controlling Interests 14 71 109
(Loss)/Profit for the period (44) 99 265
(Loss)/earnings per share
Basic and diluted (loss)/earnings per share (cents) (0.01c) 0.01c 0.03c
(Loss)/Earnings per share - continuing operations
Basic and diluted (loss)/earnings per share (cents) (0.01c) 0.01c 0.03c
Weighted average number of shares for EPS 544,576 544,576 544,576
Cambria Africa Plc
Interim consolidated statement of comprehensive income
For the six month period ended 28 February 2024
Unaudited Unaudited Audited
6 months to 6 months to Year to
28-Feb-24 28-Feb-23 31-Aug-23
US$'000 US$'000 US$'000
(Loss)/Profit for the period (44) 99 265
Other comprehensive income
Items that will not be reclassified to Statement of Profit or Loss:
Legacy debt recoveries 407
Foreign currency translation differences for overseas operations 88 (10) (219)
Total comprehensive profit for the period 44 89 453
Attributable to:
Owners 30 18 344
Non-controlling interests 14 71 109
Total comprehensive profit for the period 44 89 453
Cambria Africa Plc
Interim consolidated statement of financial position
As at 28 February 2024
Unaudited Unaudited Audited
Group Group Group
28-Feb-24 28-Feb-23 31-Aug-23
US$'000 US$'000 US$'000
Property, plant and equipment 2,300 2,305 2,308
Goodwill 717 717 717
Intangible assets - - -
Financial assets at fair value through profit and loss 157 152 168
Total non-current assets 3,174 3,174 3,193
Inventories - 8 -
Financial assets at fair value through profit and loss 11 15 34
Trade and other receivables 75 172 88
Cash and cash equivalents 1,567 1,361 1,552
Assets classified as held for sale 2,228 2,228 2,228
Total current assets 3,881 3,784 3,902
Total assets 7,055 6,958 7,095
Equity
Issued share capital 77 77 77
Share premium account 88,459 88,459 88,459
Revaluation reserve (190) (190) (190)
Foreign exchange reserve (10,852) (11,138) (10,940)
Non- distributable reserves 2,371 2,371 2,371
Accumulated losses (73,746) (73,816) (73,688)
Equity attributable to owners of the company 6,119 5,763 6,089
Non-controlling interests 413 496 454
Total equity 6,532 6,259 6,543
Liabilities
Trade and other payables - 40 -
Deferred tax liabilities 174 189 153
Total non-current liabilities 174 229 153
Current tax liabilities 47 134 104
Trade and other payables 302 336 295
Liabilities for discontinued operation - - -
Total current liabilities 349 470 399
Total liabilities 523 699 552
Total equity and liabilities 7,055 6,958 7,095
Cambria Africa Plc
Interim consolidated statement of changes in equity
For the six month period ended 28 February 2024
US$'000 Share Capital Share Premium Revaluation Reserve Foreign Exchange Reserve Accumulated Losses Non-distributable Reserve Total Non-controlling Interest Total
Balance at 1 September 2022 77 88,459 (190) (11,128) (73,844) 2,371 5,745 425 6,170
Profit for the period - - - - 28 - 28 71 99
Legacy Debt Revaluation 75 75 75
Foreign currency translation differences for overseas operations - - - (85) - - (85) - (85)
Total comprehensive loss for the year - - - (10) 28 - 18 71 89
Contributions by/distributions to owners of the Company recognised directly in
equity
Dividends paid - - - - - - - - -
Total contributions by and distributions to owners of the Company - - - - - - - - -
Balance at 28 February 2023 77 88,459 (190) (11,138) (73,816) 2,371 5,763 496 6,259
US$000 Share Capital Share premium Revaluation reserve Foreign exchange reserve Accumulated losses NDR Total Non-Controlling interests Total
Balance at 1 September 2022 77 88,459 (190) (11,128) (73,844) 2,371 5,745 425 6,170
Profit/(loss) for the year - - - - 156 - 156 109 265
Foreign currency translation differences
for overseas operations - - - (219) - - (219) (24) (243)
Legacy debt recoveries - - - 407 - - 407 - 407
Total comprehensive income for the year 77 88,459 (190) (10,940) (73,688) 2,371 6,089 510 6,599
Contributions by/distributions to owners of
the Company recognised directly in equity
Dividends paid to minorities - - - - - - - (56) (56)
Total contributions by and distributions to owners of the Company - - - - - - - (56) (56)
Balance at 31 August 2023 77 88,459 (190) (10,940) (73,688) 2,371 6,089 454 6,543
US$'000 Share Capital Share Premium Revaluation Reserve Foreign Exchange Reserve Accumulated Losses Non-distributable Reserve Total Non-controlling Interest Total
Balance at 1 September 2023 77 88,459 (190) (10,940) (73,688) 2,371 6,089 454 6,543
Loss for the period - - - - (58) - (58) 14 (44)
Foreign currency translation differences for overseas operations - - - 88 - - 88 (51) 37
Total comprehensive (loss)/income for the period - - - 88 (58) - 30 (37) (138)
Contributions by/distributions to owners of the Company recognised directly in
equity
Dividends paid - - - - - - - (4) (4)
Total contributions by and distributions to owners of the Company - - - - - - - - -
Balance at 28 February 2024 77 88,459 (190) (10,852) (73,746) 2,371 6,119 413 6,532
Cambria Africa Plc
Interim consolidated statement of cash flows
For the six month period ended 28 February 2024
Unaudited Unaudited Audited
28-Feb-24 28-Feb-23 31-Aug-23
US$'000 US$'000 US$'000
Cash generated from operations 33 128 307
Taxation paid (61) (43) (142)
Cash generated from operating activities (28) 85 165
Cash flows from investing activities -
Proceeds on disposal of property, plant and equipment - 15
Purchase of property, plant and equipment - - (5)
Purchase of gold coins - - (31)
Dividends received - 6
Interest received 10 11 31
Net cash (utilized in)/ generated investing activities 10 26 1
Cash flows from financing activities (4) - (56)
Dividends paid to non-controlling interests
Legacy debt received - 75 407
Loans repaid - - -
Net cash (utilized) by financing activities (4) 75 351
(22) 186 517
Net (decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period 1,552 1,263 1,263
Foreign exchange 37 (88) (228)
Net cash and cash equivalents at the end of the period 1,567 1,361 1,552
1,567 1,361 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 1,567 1,361 1,263
* Amounts include both continuing and discontinued operations.
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