TIDMMIK
MEIKLES LIMITED
AUDITED RESULTS FOR THE PERIOD ENDED 31 MARCH 2011
CHAIRMAN'S STATEMENT
OPERATING ENVIRONMENT
The economy has continued to stabilise following dollarisation in February 2009
albeit at a slow pace. Annual inflation declined to 2.7% in March 2011 from
3.2% in December 2010. The inflation outlook remains positive although negative
changes are to be expected due to volatilities in fuel and electricity prices
and movement in exchange rates, particularly the South African rand against the
US dollar. The liquidity situation has remained dire due to limited foreign
direct investments and multilateral support from the Breton Woods institutions
and or the donor community. Borrowings have become the most common form of
funding due to lack of liquidity and confidence in capital markets. As a result
of the low liquidity and high demand for loans, interest rates remained
relatively high during the period January 2010 to 31 March 2011 with negative
implications on productivity and performance across all sectors of the economy.
GROUP REVIEW
During the past year, we committed to the implementation of measures required
to move beyond the substantial challenges that we experienced in 2008 and 2009.
I am happy to report to shareholders that the unpleasant litigation initiated
by the previous Board of Directors against persons and entities related to the
major shareholders in the Company and against Mentor Africa Limited ("Mentor")
has been settled. We have now entered a new era of cooperation with the parties
to the litigation.
Mentor currently holds funds on behalf of the Cape Grace Group to the
equivalent value of US$ 4.5 million. These funds will comprise equity in Mentor
which has a thriving business in South Africa. It is anticipated that this
investment will produce significant returns for the Group.
The Board anticipates that the Group's investment in Mentor will produce
significant opportunities similar to those that the Group achieved from its
prior investment in Mvelephanda/Rebhold.
The Mvelephanda shares were realised for the Meikles Group at a significant
profit. This profit was utilised to discharge obligations of the Cape Grace
entities to the South African Revenue Service and Nedbank when the Cape Grace
financing structure was unbundled, ensuring the financial survival of the Cape
Grace Hotel, which was under risk at the time.
In March 2008, a put and call option agreement for the sale of the Cape Grace
Hotel was entered into between Meikles Limited (" Company"), Cape Grace Hotel
Limited (BVI) and its subsidiaries which own the Cape Grace Hotel on the one
hand, and Mentor on the other. In November 2008, a notice to exercise the
option for the purchase of the Meikle Group's interests in the Cape Grace Group
was received from Mentor. This transaction has not yet been consummated as a
consequence of the litigation that was initiated by the previous Board against
Mentor, which has now been withdrawn.
The Cape Grace Hotel remains an asset for disposal by the Cape Grace Group to
Mentor. As a result of the restoration of a positive business relationship
between the Company, its major shareholders, and Mentor, it is anticipated that
a deal beneficial to the Group will be consummated with whatever adjustments
may be necessary. Proceeds from the sale are also to be invested in Mentor.
This investment will be the foundation of a strong regional growth objective
for the Group.
In response to the litigation brought against the major shareholder entities by
the Company and BVI in late 2008, the major shareholder entities filed a
substantial answering affidavit in which they put up a complete defence. The
previous Board and BVI were unable to file replying affidavits because the
major shareholder entities' defences were meritorious. As a result, the Company
and BVI had no alternative but to withdraw the litigation against the major
shareholder entities.
As a consequence of the litigation initiated by the previous Board, certain
provisions were made in the Group financial statements for the year ended 31
December 2008. The outcome of the litigation has allowed a recoverable sum
denominated in South African rand to the equivalent of US$11,7 million to be
reinstated in the current financials.
Now that the issues with the major shareholder entities have been resolved and
no further claims will be made against them, it is known that the principals of
the Company's major shareholders will use their influence and business
connections productively to procure investment opportunities for the Group that
will provide opportunities for growth, as was planned prior to the dispute.
Shareholders are once again reminded of the substantial profit arising from the
Mvelaphanda shareholding, and the same skills are now once again available to
the Group.
For the fifteen months period to 31 March 2011, the Group recorded a
comprehensive income of US$ 8.0 million (2009: loss of $2.7 million). This
outturn includes the loss on the disposal of Kingdom and Cotton Printers to the
tune of US$3.8 million. The discontinued operations achieved a profit after tax
of US$2.5 million (12 month period ended 31 December 2009, a loss of US$908
000).
On comparative twelve month periods, the operating companies achieved a good
growth in turnover and gross margin. The Group continues to review systems,
structures and processes to optimum levels. Together with the right sizing of
the operating companies, these efforts will bear fruit in the coming year.
The commentary below is based on the results for the comparable twelve month
periods ended 31 March 2011 and 31 March 2010.
TM SUPERMARKETS ("TM")
The Company achieved an EBITDA of US$3.9 million (2010: loss of US$5.9
million). Turnover was up 42% on the comparative period and gross margin
improved by 23%. Some non performing branches were closed while new branches
were opened in more sustainable areas.
The much awaited Pick `n Pay deal is still to be approved by the regulatory
authorities. This has seriously hindered our ability to re-capitalise TM.
However, we are progressing with alternative funding which will enable us to
revamp stores and will ensure adequate levels of working capital.
Potential new sites have been identified for three key stores and details of
these will be disclosed at the opportune time. The Kamfinsa branch is currently
undergoing major refurbishment.
Pick `n Pay Clothing will be introduced to TM in the coming months which will
enhance the range and value offered.
Point of sale tills have been installed in all branches and this is now
providing us with the tools to effectively manage branch performance and
profitability.
This subsidiary will be a major contributor to the Group going forward and both
shareholders in TM are committed to ensuring that the company has a strong
capital base.
HOTELS
The Hotels recorded an EBITDA of US$3.2 million (2010: US$2.3 million). Of this
amount, US$1.5 million (2010: loss of US$400 000) was from Zimbabwe operations,
while EBITDA of US$1.7 million (2010: US$2.7 million) was from the Cape Grace
Hotel.
Occupancy levels in 2011 were 43%, 45% and 66% (2010: 30%, 29%, 57%) for
Meikles Hotel, the Victoria Falls Hotel and Cape Grace Hotel, respectively.
Occupancies to date have shown further growth reflecting the strong interest in
Zimbabwe as both a tourist and business destination.
Funding is in place for the first phase of the refurbishment of Meikles Hotel
and this will begin in the next two months. Further funding is being sought for
the complete refurbishment of the hotel.
Scope of work for a refurbishment of the Victoria Falls Hotel has been
completed and we are engaged with our partner to finalise this project and to
seek medium term to long term funding for its completion.
We are actively exploring new opportunities both in Zimbabwe and in the region.
The regional opportunities are being explored in conjunction with Mentor.
TANGANDA TEA COMPANY LIMITED ("TANGANDA")
Tanganda achieved an EBITDA of US$502 000 (2010: US$1.6 million).
Bulk tea production was 8 602 tonnes (2010:8 498 tonnes), due to reduced winter
rains and late summer rains. The production of bulk tea remains a challenge
given high power and labour costs. To counter an inability to irrigate
sufficiently due to constant power outages, we have participated in a pre-paid
power arrangement with the Zimbabwe Electricity Supply Authorities and the
result has been extremely positive.
Our mineral water plant financed by PTA Bank will be commissioned in due course
and production levels are expected to increase. We continue to drive sales of
beverage teas and water to the local and regional markets and the benefit of
these efforts will be felt in the coming year. We are increasing our hectarage
of macadamias and are embarking on a substantial development of avocados, and
this will also be included in our outgrowers' programmes. Increased planting
has started and the benefits of this will be felt in the medium to long term.
Tanganda continues to receive approaches from interested parties, who wish to
engage with us in the creation of further growth opportunities. This will
result in a more substantial agro industrial company. It is envisaged that the
Group will introduce additional investors in Tanganda which will facilitate
substantial growth in this important entity.
THOMAS MEIKLE STORES
The department stores achieved an EBITDA loss of US$15 000 (2010: loss of
US$3.6 million).Turnover grew from US$6 million to US$17 million in 2011.
Funding challenges are still prevalent but progress is being made in securing
medium term lower cost finance.
Non performing stores will be closed, resulting in reduced overheads and
reduced finance levels required for stock holdings.
We are pursuing franchise relationships with major retailers in the region to
enhance our offerings.
INDIGENISATION
The Group has constructively engaged with the Ministry of Youth Development,
Indigenisation and Empowerment on the Group's indigenisation status. A proposed
Employee Share Ownership Trust has been submitted to the Ministry and we are
waiting for a favourable response. Shareholders will be asked to approve this
proposal at the forthcoming Annual General Meeting. The Group will as a result
possess the required indigenisation status. This status has always been the
Group's objective. This was the original concept following the merger with
Kingdom Financial Holdings Limited.
RE-CAPITALISATION
The Board is cognisant of the fact that current levels of borrowing are greater
than they should be in the medium term. The Group has engaged with numerous
interested parties who have indicated a strong interest in participating in
medium to long term debt, at lesser cost, than current borrowings.
The resolution of the shareholder issues and approval of our indigenisation
plan by the Ministry of Youth Development, Indigenisation and Empowerment will
enable us to engage actively with these parties and new more sustainable
financing will be obtained during the coming year.
The Group is also to engage with potential investors at subsidiary level for
the sale of equity to inject fresh capital into the business and to fund
expansion. We shall maintain a controlling interest in all subsidiaries.
Interest has been expressed by potential investors, now that the damage caused
during 2008 and 2009 has been put behind us.
We are actively engaging the Reserve Bank of Zimbabwe for the recovery of our
deposit totalling US$37 million.
LIQUIDATION OF COTTON PRINTERS (PRIVATE) LIMITED ("CP")
The final order for the liquidation of CP was issued on 10 May 2010. With it
came the liquidation process which, for all intents and purposes, was concluded
on 17 May 2011. All approved creditors were paid 100% of their dues from the
proceeds of the asset disposals. At the conclusion of the liquidation, plant
and equipment remained unsold. These assets are still available for sale to
prospective investors.
DE-MERGER OF KINGDOM FINANCIAL HOLDINGS LIMITED ("KFHL")
The shareholders approved the terms of the de-merger of KFHL from Meikles
Limited ("Group") on 13 October 2010. The terms included conditions precedent
such as High Court approval of the reduction of KFHL's share capital by US$22.5
million and also approval of the de-merger by the Minister of Youth
Development, Indigenisation and Empowerment. The High Court approval for the
capital reduction was secured on 14 December 2010 while the approval by the
Minister of Youth Development Indigenisation and Empowerment was obtained on 11
February 2011. The de-merger through the distribution of KFHL's shares to the
Company's shareholders was finalised on 18 February 2011.
CHANGE IN FINANCIAL YEAR END
As previously announced, Meikles Limited changed its financial year end from 31
December to 31 March. Accordingly, the Group has published fifteen months
results for the period to 31 March 2011.
THE WAY FORWARD
Recent years have presented our Group with some of the strongest challenges in
our history. We are taking the actions required to put Meikles in a good
position to operate as a strong, expanding company and an important source of
strength in the Zimbabwean economy.
Challenges remain, but we have a strong conviction that we have the right
strategies in place to ensure that Meikles will now be able to deliver superior
value to all of our stakeholders on a sustained basis.
We have been assured that our brand has a very strong appeal in both Zimbabwe
and the region and potential opportunities are now coming our way.
We are proud of the role that our Group has played in our society, and we are
determined to take the actions required to ensure that Meikles is a consistent
source of strength for all our stakeholders and for Zimbabwe. The past three
years have been destructive in the initial periods and then defensive in the
more recent period. We are now in a position to move forward with real intent.
APPRECIATION
The past year was certainly eventful and challenging particularly the issues to
do with the widely reported shareholder dispute. The resolution of these
matters could not have been achieved without the support and guidance of the
regulatory authorities, shareholders and fellow board members. Management and
staff have worked under extremely difficult conditions and their efforts to
support the Group through a difficult period are much appreciated.
Our appreciation is extended to Messrs Meiring and Mills who have resigned from
the Board and left the Group. We wish them well in their future endeavours.
Finally, I wish to express our special appreciation to Farai Rwodzi. Farai
became a director and Chairman of the Company at a time when the shareholder
dispute was very much present with a daily impact on the Group's affairs. Farai
played a substantial role in moving the Group from its then restraints to the
present. Farai fought very hard for us all and his efforts in this regard will
always be remembered with gratitude. He is now to focus on his own interests
and we wish him every success in this regard.
J R T MOXON
CHAIRMAN
16 June 2011
The 2009 figures have been restated for reasons detailed in note 7.
The 2009 figures have been restated for reasons detailed in note 7.
The 2009 figures have been restated for reasons detailed in note 7.
The 2009 figures have been restated for reasons detailed in note 7.
NOTES TO THE FINANCIAL STATEMENTS
1. General information
Meikles Limited, formerly Kingdom Meikles Limited (the Company), is a limited
company incorporated in Zimbabwe and is listed on the Zimbabwe and London Stock
Exchanges. The principal activities of the Company and its subsidiaries (the
Group) are hotel, retail and agriculture operations.
The financial statements are presented in United States of America dollars
(US$) being the currency of the primary economic environment in which the Group
operates.
The Group changed its year-end from 31 December to 31 March. As a result, these
financial statements are for a 15 month period while the comparatives are for a
12 month period.
2. Basis of preparation
The Group's financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS). The financial statements
are prepared from statutory records that are maintained under the historical
cost convention as modified by the revaluation of property, plant, equipment,
biological assets and financial instruments which are measured at fair value in
the opening statement of financial position.
The Group changed its functional currency from Zimbabwe dollars on 1 January
2009 to United States of America dollars (US$). The Group is resuming
presentation of IFRS financial statements after the Group issued financial
statements in the prior reporting period ended 31 December 2009 which could not
include an explicit and unreserved statement of compliance with IFRS due to the
effects of severe hyperinflation. The Group has early adopted the amendments to
IFRS 1 and is therefore applying that standard in returning to compliance with
IFRS.
2.1 Exemption for fair value as deemed cost
The Group elected to measure certain items of property, plant and equipment,
biological assets, bank balances and cash, inventories, other financial assets,
other financial liabilities and trade and other payables at fair value and to
use the fair values as the deemed cost of those assets and liabilities in the
opening statement of financial position.
2.2 Comparative financial information
The financial statements comprise three statements of financial position, and
two statements of comprehensive income, two statements of changes in equity and
two statements of cash flows as a result of the retrospective application of
the amendments to IFRS 1. The comparative statements of comprehensive income,
changes in equity and cash flows are for twelve months.
2.3 Reconciliation to previous basis of preparation
The Group's financial statements for the prior period ended 31 December 2009
claimed compliance with IFRS, except certain of the requirements of IAS 1
Presentation of Financial Statements, IAS 21 The Effects of Changes in Foreign
Exchange Rates, and IAS 29 Financial Reporting in Hyperinflationary Economies.
Certain prior year errors were identified during the period and a
reconciliation of the amounts previously stated and the restated amounts is
presented in note 7.
3. Accounting policies
The principal accounting policies of the Group have been applied consistently
in all material respects with those of the previous year.
4. Share capital
At the Annual General Meeting held on 23 July 2010, the shareholders authorised
a redenomination of the authorised share capital of the Company from 10
Zimbabwe cents per share (that is Z$ prior to any restatement to address
inflation) to US1 cent per share. Shareholders further authorised that a
transfer be made from non distributable reserves to share capital of an amount
sufficient to fund the redenomination.
In 2009, share capital was presented as US$1 pending the aforesaid
redenomination.NOTES TO THE FINANCIAL STATEMENTS
5. Discontinued operations
Demerger of Kingdom Financial Holdings Limited (KFHL) from the Group
Following the 13 October 2010 EGM of the Company and subsequent court and
regulatory approvals, KFHL was demerged from the Group effective 31 October
2010.
Voluntary liquidation of Cotton Printers (Private) Limited
Cotton Printers was liquidated during 2010. The company had encountered
significant viability problems pre and post dollarisation resulting in it
applying for voluntary liquidation in October 2009. The order for final
liquidation was granted on 10 May 2010. Cotton Printers did not trade during
the period.
Cape Grace Hotel operations in South Africa
In March 2008, a binding put and call option agreement for the sale of the Cape
Grace Hotel to Mentor was entered into between Meikles, Cape Grace Hotel
Limited (BVI) and its subsidiaries which own the Cape Grace Hotel on the one
hand, and Mentor on the other. In November 2008, a notice to exercise the
option for the purchase of Meikles Group's interests in the Cape Grace Group
was sent from Mentor to Meikles, and receipt thereof was acknowledged by
Meikles. This resulted in a legally binding agreement for the purchase by
Mentor of the Cape Grace Hotel. The consummation and implementation of this
transaction was delayed as a consequence of the litigation initiated by Meikles
against Mentor, which litigation has now been settled and withdrawn. Mentor
stands ready to comply with its obligation to purchase the Cape Grace Hotel as
a result of the binding agreement referred to aforesaid, and is ready to
consummate such transaction and deliver the proceeds of the sale against the
delivery of the Cape Grace Hotel in compliance with the agreement.
5.1 Profit / (loss) for the year from discontinued operations:
*The expenses exclude depreciation expense of US$3,220,794 (2009: US$2,091,470)
which has been written back in line with the requirements of IFRS5.
The loss on disposal of subsidiaries comprises: 1,075,926 -
Loss on disposal of Kingdom Financial Holdings Limited
Cotton Printers (Private) Limited 2,766,220 -
3,842,146 -
Cash flows from discontinued operations
Net cash flows from operating activities (1,072,229) 6,301,615
Net cash flows from investing activities 304,735 619,241
Net cash flows from financing activities (613,708) 132,296
Net cash (outflows) / inflows (1,381,202) 7,053,152
5.2 Assets held for sale or distribution
*The Group intends to dispose of certain motor vehicles to staff and
anticipates that the disposal will be completed by 31 July 2011.
6. Segment information
*Included in the corporate profit for the period ended 31 March 2011 is an
amount of USD11,737,013 relating to reinstatement of funds held for future
investment. These funds will comprise equity in Mentor Africa Limited which has
a thriving business in South Africa. It is anticipated that this investment
will produce significant returns for the Group.
7. Prior year adjustments
7.1 Opening balances of property, plant and equipment
During the period errors were identified on the 1 January 2009 carrying amounts
of certain property plant, and equipment for the stores and agricultural
operations. The assets were omitted from the valuation exercise carried out at
1 January 2009. This has been corrected by the restatement of the 2009
comparatives included in these financial statements.
7.2 Opening balances of biological assets, other receivables and nursery stocks
During the period, it was discovered that the carrying amounts of certain
biological assets of the agricultural segment were understated while certain
receivables and nursery stocks were incorrectly valued at 1 January 2009,
resulting in a mistatement of the opening carrying amounts. The error has been
corrected in the comparative statements of financial position.
The effect of the corrections are presented below:
31 December 1 January
2009 2009
US$ US$
Increase in property, plant and equipment 3,857,888 4,720,756
Increase in biological assets 2,116,946 -
Decrease in inventories (502,196) (502,196)
Decrease in receivables (152,007) (152,007)
Increase in non-distributable reserves 2,822,742 (3,476,945)
Increase in deferred tax 1,384,559 1,243,811
Decrease in accumulated losses 1,113,332 -
8. Supplementary information
8.1 Supplementary segment information
Presented below are the segment results for the comparable 12 months periods
ended 31 March.
*As explained in note 6 under corporate figures.
8.2 Other information
9. Exchange rates
For further information contact Brendan Beaumont or Onias Makamba on
+263-4-252068/71.
END
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