Tolux S.A. - Final Results
22 Dezembro 1997 - 1:30PM
UK Regulatory
RNS No 9958e
TOLUX S.A.
22nd December 1997
RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 1997
DIRECTORS' REPORT TO SHAREHOLDERS
Review
At the end of Tolux's financial year to 30 September 1997, the
Company's net asset value, taking its investment portfolio at
market prices, amounted to US$ 26,129,000 representing US$
6.65 per share as against US$ 5.77 per share at 30 September
1996. The increase of 15.3% in the net asset value per share
during the financial year takes account of all management and
overhead charges and expenses incurred during the period.
Tolux's diversified portfolio of bonds and equities, which
continues to be managed for Tolux by Banque Internationale a
Luxembourg, modestly outperformed against its diversified, low
risk benchmark over the same period.
Tolux's net profit for the year to 30 September 1997, which
includes all gains or losses realised on investments during
the year as well as the results of hedging transactions,
amounted to US$ 1,893,000 equivalent to US$ 0.48 per share
(1996: US$ 1,094,000 and US$ 0.28 respectively).
With the focus of attention remaining on the performance of
Tolux's net asset value per share rather than the realised
profits accounted for, your board is not inclined to recommend
payment of a cash dividend.
The structure of Tolux's portfolio as at 30 September 1997 is
set out on page 15 of the annual report. Tolux continues its
policy of hedging all exposure in currencies other than the US
dollar.
In the unsettled markets of this last October and November,
the value of Tolux's portfolio held up relatively well and by
mid December was little changed on balance. Your board,
though always receptive to other investment possibilities for
Tolux, is intending to maintain the low risk characteristics
of the Company's diversified portfolio.
Share capital and voting rights
There has been no change in the authorised or issued share
capital of the Company since the date of the last report to
shareholders. The issued capital at the date of this report
comprises 41,400 preferred shares, all of which are held in
treasury and cannot be voted, and 3,927,728 ordinary shares of
no nominal value each carrying one vote per share.
Results, dividends and appropriations
At the annual general meeting held in February 1997 the net
profit for the year ended 30 September 1996 was carried
forward after the transfer of US$ 60,427 to the Legal Reserve.
The net profit for the year ended 30 September 1997 available
for appropriation at the forthcoming annual general meeting
amounts to US$ 1,781,831. The directors will not propose the
payment of a dividend in respect of the year to 30 September
1997 and will recommend to the meeting that after the
statutory transfer to the Legal Reserve, the balance of
Retained Earnings as at 30 September 1997 be carried forward.
Directors and Directors' interests
Listed below are all the persons who have served as directors
of the Company since the date of the last report to
shareholders, together with the number of ordinary shares of
the Company in which they were beneficially interested at 30
September 1997 and at the date of this report.
Ordinary shares
E.P. Theron Nil
J. Bodoni Nil
Q.A.F. Buckland 750
F. Heiter Nil
M.B. Javett 60
P.C. Prinsloo Nil
U.E. Koch Nil
None of the directors was or is materially interested in any
contract subsisting during or at the end of the year which is
or was significant in relation to the Company's business.
Substantial interests
Standard Bank Investment Corporation Limited, South Africa,
has announced that its shareholding in Tolux represents 74% of
Tolux's ordinary shares in issue. The Company has not been
made aware of any other shareholding of 3% or more of the
voting capital of the Company.
Stock exchange listings
All the ordinary shares of Tolux S.A. are officially listed on
The Luxembourg Stock Exchange, The Johannesburg Stock Exchange
and London Stock Exchange.
Luxembourg, 22 December 1997 The board of directors
PROFIT AND LOSS ACCOUNT AND STATEMENT
OF RETAINED EARNINGS
For the year ended 30 September 1997
(expressed in thousands of US dollars)
Notes 1997 1996
US$ US$
'000 '000
Income:
Dividends 108 43
Interest 707 1,023
815 1,066
Expenses:
General expenses 217 195
Taxes 7 59 67
276 262
Net profit before results of
investment activities: 539 804
Results of investment activities: 8 1,354 290
Net profit for the year 1,893 1,094
Retained earnings at beginning of 6,432 5,365
the year
Transfer to legal reserve (60) (27)
Retained earnings at end of the year 8,265 6,432
Earnings per ordinary share 9 $0.48 $0.28
BALANCE SHEET
30 September 1997
(expressed in thousands of US dollars)
Notes 1997 1996
US$ US$
'000 '000
Current assets:
Cash and bank deposits 527 364
Debtors and prepayments 474 652
Marketable securities 3 23,425 21,763
Total current assets 24,426 22,779
Current liabilities:
Bank overdraft 271 548
Creditors and accruals 212 181
Total current liabilities 483 729
Net current assets 23,943 22,050
Net assets 23,943 22,050
Shareholders' funds:
Share capital 4 5,954 5,954
Extraordinary reserve 5 9,355 9,355
Legal reserve 6 369 309
Retained earnings 8,265 6,432
Total shareholders' funds 23,943 22,050
STATEMENT OF CASH FLOWS
For the year ended 30 September 1997
(expressed in thousands of US dollars)
1997 1996
US$ US$
'000 '000
Cash flows from operating activities:
Net profit for the year 1,893 1,094
Adjustments to reconcile net profit for the year
to net cash provided by operating activities:
Release of provision for
diminution in value
of marketable securities (196) (28)
Change in cash resulting from changes in:
Debtors and prepayments 178 66
Creditors and accruals 31 (1,029)
Net cash provided/(utilised) by 1,906 103
operating activities
Cash flows from investing activities:
Net (purchases)/sales of marketable (1,466) (4,795)
securities
Net cash (utilised)/provided by (1,466) (4,795)
investing activities
Net increase/(decrease) in cash and 440 (4,692)
bank deposits
Cash and bank deposits at beginning of (184) 4,508
year
Cash and bank deposits at end of year 256 (184)
NOTES TO FINANCIAL STATEMENTS
30 September 1997
1. Principal Activities
Tolux S.A. (the Company) is an investment holding
company which was incorporated on 5 May 1976 in the
Grand Duchy of Luxembourg and operates as an internationally
diversified investment company.
2. Summary of Significant Accounting Policies
The accounting policies of the Company conform with
International Accounting Standards as promulgated by the
International Accounting Standards Committee.
The accompanying financial statements have been
prepared under the historical cost convention.
(a) Foreign Currencies
The accounting records of the Company are
maintained in United States dollars.
Gains and losses which result from foreign
exchange transactions and from translation of foreign
currency denominated balances into the currency in
which the accounting records are maintained are reported in
earnings for the year.
Unsettled forward exchange contracts are
revalued at the balance sheet date at the forward
rates applicable for the remaining term of the contracts and
any net profits or losses arising are recognised in the profit
and loss account.
(b) Marketable Securities
Marketable securities are valued individually
at the lower of historical cost and market value.
(c) Investment Income
Dividend income is accounted for at the date
on which the price of the shares is quoted on an ex-dividend basis.
Interest income is accounted for on an
accruals basis.
(d) Own Preferred Shares held
The cost of the Company's own repurchased
preferred shares is deducted from the extraordinary
reserve and proceeds from the resale of repurchased
preferred shares are credited to the extraordinary reserve.
NOTES TO FINANCIAL STATEMENTS (cont.)
30 September 1997
3. Marketable Securities
The marketable securities portfolio comprises:
1997 1996
US$ '000 US$ '000
Quoted investments 23,425 21,763
Market value of quoted investments 25,611 22,371
4. Share Capital
The issued share capital of the Company is as follows:
US$ '000
Ordinary shares:
3,927,728 shares of no nominal value 5,892
41,400 preferred shares (held by the Company) 62
5,954
The authorised share capital of the Company is US$ 12,101,592 represented by
8,067,728 shares of no nominal value of which 8,026,328 may be issued as
ordinary shares and 41,400 may be issued as repurchaseable convertible
cumulative non participating voting preferred shares of no nominal value or upon
conversion as ordinary shares. All shares have an accounting par value of US$
1.50.
5. Extraordinary Reserve
The extraordinary reserve is not available for
distribution.
6. Legal Reserve
Luxembourg law requires an appropriation to a non-
distributable legal reserve of 5% of a company's statutory net
profit each year until the aggregate reserve equals 10% of the
subscribed share capital. During the year a transfer of US$
60,427 was made to the legal reserve in respect of the prior
year's profit. A transfer of US$ 89,092 in respect of the
current year's profit will be proposed at the forthcoming
annual general meeting of shareholders.
NOTES TO FINANCIAL STATEMENTS (cont.)
30 September 1997
7. Taxation
The Company, which has no trading activities,
qualifies as a holding company in Luxembourg and is
exempt from tax, except for nominal taxes on capital.
8. Results of investment activities
1997 1996
US$ '000 US$ '000
Gain on securities, net 1,027 217
Gain on foreign exchange, net 620 100
Loss on futures, net (293) (27)
1,354 290
The Company's net futures result and a significant
proportion of the net foreign exchange result derive from
contracts entered into to hedge the Company's portfolio of
securities.
9. Earnings per Ordinary Share
The calculation of earnings per ordinary share for the year ended 30 September
1997 is based on the net profit of US$ 1,893,000 divided by 3,927,728 shares,
being the number of ordinary shares outstanding during the year.
10. Commitments
As at 30 September 1997 the Company had commitments amounting to US$ 4,275,960
under forward foreign exchange contracts.
11. Parent Company
The ultimate parent company is Standard Bank Investment Corporation Limited,
registered in the Republic of South Africa.
END
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