Final Results

MEIKLES LIMITED ABRIDGED AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2013 CHAIRMAN'S REPORT I am pleased to report that the Group has progressed significantly over the past financial year. A clear strategy is in place, which will enhance success in future years. This review will provide shareholders with an appreciation of the implications of our present inability to access our deposit at the Reserve Bank of Zimbabwe. This implication represents the most significant challenge to the well being of the Group and our ability to play a greater role in the economic future of the country. STRATEGIC INITIATIVES We outline below the status of various strategic initiatives that have been developed to grow the organisation. Mining Following the decision to enter the resources sector, a division, Meikles Resources, has been established to house the Group's mining investments. The Group has obtained a special mining grant within the Midlands area of Zimbabwe. This grant allows the Group to prospect for various minerals, including iron ore and chrome. The Group also has opportunities relating to gold and tantalite. We plan to have at least one producing mine in operation in 2014. We have signed a memorandum of understanding, which will shortly become a full shareholders agreement, with a substantial technical partner to pursue these opportunities, including the provision of necessary capital, skills and expertise in mining. Anticipated funding for mining operations is expected to be substantial. The division will raise its own capital and will not be dependent on Group financial resources. Funds held on deposit at the Reserve Bank of Zimbabwe The funds on deposit with the Reserve Bank of Zimbabwe (RBZ) originated from the listing of the Group on both the Zimbabwe and London Stock Exchanges and the raising of funds from a number of substantial international investors for the benefit of the Group. These funds were remitted to Zimbabwe and ultimately placed on deposit with the RBZ at the insistence of the then Governor, the predecessor to the present Governor, to be used for Balance of Payments support. The Group has been provided with a deposit statement by the Reserve Bank in acknowledgement of the fact that the RBZ is indebted to the Group. This statement in common with banking practice is sent to the Group monthly. This is a US dollar deposit and the Group has been unable to access any of the funds since 2001. The Group has received promises of repayment from the RBZ, but to date nothing has materialised. These funds are required for Group purposes and Government is obliged to make them available. We have without success engaged both the RBZ and the Ministry of Finance in an attempt to negotiate an arrangement whereby access to these funds may be facilitated. In the circumstances, we deem it appropriate to further escalate our efforts to access these funds. Finance The decision revealed to stakeholders to fund projects largely with foreign term loans at lower rates of interest, together with shareholder funding where required, has been achieved. The renovation of Meikles Hotel, The Victoria Falls Hotel, the expansion of Tanganda and the renovation and expansion of TM Supermarkets have all been funded or are about to be funded in this manner. Over the term of the funding, loans will be repaid from relevant operations. The Group will retire all short term loans upon receipt of the funds held on deposit with the RBZ. The recovery of funds held on deposit at the RBZ will remove the last major impediment to the shareholder value growing to a level which corresponds more closely to the current intrinsic value of the Group. Shareholders will understand from this review the extent of the adverse effects that the present inability to recover this deposit is causing the Group. The loss, being additional finance charges caused by the present inability to access the deposit from time of dollarisation to 31 March 2013, amounts to US$26 million. This is in addition to interest that has been credited by the RBZ but which has not been received by the Group. This outflow is the result of interest paid to third parties, which need not have been incurred. This sum added to the balance of the sum on deposit would total US$82 million and is more than sufficient to eliminate all short term borrowings in the group and leave a useful credit balance for Group investment purposes. It would also permit the payment of a dividend to shareholders, and facilitate other measures to enhance shareholder value. Properties The Group has a very significant property portfolio situated in all the major centres of Zimbabwe. Steps are currently underway to leverage this portfolio to unlock value and maximise returns and cash generation. This portfolio is currently valued in excess of $60 million and is anticipated to grow substantially in value. Group results The Group made a profit before taxation of US$7.8 million, compared to a loss of US$8.5 million in the previous year, an improvement of US$16.3 million. The profit after taxation was US$6.5 million compared to a loss of US$3.4 million in the previous year. Key benchmarks of turnover and margin resulted in improved gross profits, compared to the previous year. Increases in operating costs were contained at levels below growth in turnover. We continue to incur substantial interest costs, although these costs did not increase relative to the previous year. It is calculated that our inability to recover our deposit from the RBZ has resulted in the Group paying excessive interest costs of US$7 million during the year under review. It is anticipated that interest costs in the forthcoming financial year will be adversely affected by approximately US$8 million should we fail to recover the deposit. TM Supermarkets The company recorded an EBITDA of US$11.5 million, compared with US$5.2 million in the previous year. Four stores were completely refurbished. Two of these are branded Pick n Pay and two remained with the TM brand. They have all performed above expectations. A number of other stores received upgrades of various items of equipment, pending a full refurbishment. As expected, the partial refurbishments have also resulted in an increase in turnover and an improvement in gross margins. The potential for this company is substantial. Shareholders are to ensure that additional funding for store refurbishment and store expansion amounting to US$25 million, will be made available to TM Supermarkets. Thomas Meikle Stores The company recorded an EBITDA loss of US$1.3 million, compared to a loss of US$2.2 million in the previous year. The current economic environment dictates that priority is given to food, basic necessities and school fees, ahead of luxuries, as disposable incomes remain very low. There has been rationalisation, including the closure of nine Home and Beauty shops, which were operated by the Group. The deteriorating liquidity in the market has caused us to curtail credit. Funding limitations caused by our inability to access our deposit with the RBZ has caused difficulties in achieving appropriate stock levels. We plan to be more aggressive and provide better shopping environments and choices for our customers, but we can only do so if we are able to access our RBZ deposit. If we fail to secure our deposit a further downsizing and curtailment of resources allocated to the stores is anticipated. Meikles Hospitality The hotels achieved an EBITDA of US$612,000 compared to a loss of US$900,000 in the previous year. The refurbishment of the North Wing at Meikles Hotel commenced in April 2012 and will be completed in the next few months. This project has taken far longer to complete than anticipated. There have been various reasons for the delay, but shortage of funding at various times, but now rectified, has probably been the main reason for the delay. Once the redevelopment is complete, we shall have a world class product for our guests. The Victoria Falls Hotel revenues increased relative to the previous year, mainly due to improved room rates. Work to refashion 44 luxury suites and public areas has already started and is scheduled to be completed in time for the UNWTO Conference in August 2013. Both projects have involved local contractors. Work on the Hotel in Lusaka has been delayed. This delay emanated from the changes in the functional currency in Zambia which has moved to the use of the Zambian Kwacha, for local transactions. This has impacted on the feasibility of the project. However it is expected that the project will commence in the near future. The Group will continue to seek expansion opportunities both in Zimbabwe and in the region. Meikles Hospitality is attractive to potential investors and has a good and solid future. Tanganda The company achieved an EBITDA of US$1.2 million compared to a loss of US$3.9 million in the previous year. Minimal rains were received in the winter of 2012 and certain tea areas were affected by frost. The dry spell continued up to the end of the 3rd quarter, but useful rains were received in the final quarter of the financial year. The delayed rains affected tea production which amounted to 7,500 tons compared to 8,500 tons in the previous year. This short-fall in production was mitigated by an increase in global tea prices on the back of increasing demand and an improved quality of teas from our estates. Investment in the coming year will focus on the replacement of the existing antiquated tea packaging plant with modern equipment. This new equipment will significantly improve the efficiency of production and quality of product. There are opportunities for increasing sales of packeted teas in the region. Water production and distribution increased by 51% to 3 million litres. The market will see increased availability of the product, in the coming year. In addition to the existing 2,400 hectares of tea and in line with our diversification strategy, it is our intention to continue developing the plantations to 300 hectares of coffee, 425 hectares of avocados and 700 hectares of macadamias in the coming financial year. Tanganda continues to attract interest from potential investors and will have a good and solid future. Mentor Africa The Group acquired a direct shareholding in Mentor Africa, following the merger of the Cape Grace Hotel into Mentor Africa. Mentor Africa's investments were revalued as at 31 March 2013. The Group's pro rata share of these investments was valued by the Directors at R241 million, representing an uplift of value, in Rand terms of 12%. Due to the devaluation of the Rand, there was a 6% diminution in the US$ value when compared to the initial recognition in the Group's financial records. The Group remains optimistic about prospects for its investment in Mentor Africa and expects the value of this investment to increase. Dnata Catering Services, the Newrest Group and Mentor Africa recently announced the formation of a new, jointly-owned inflight catering services group in South Africa. A new company called "dnata Newrest" was formed by Wings Inflight Services, which was jointly owned by dnata and Mentor Africa, acquiring the inflight catering services business of Newrest First Catering in South Africa. The new entity, dnata Newrest RSA, will be owned and managed equally by dnata, Newrest and Mentor Africa. The transaction was implemented on 15 March 2013. Operationally, the new entity will be controlled by dnata and Newrest with their extensive worldwide experience in the inflight catering arena. dnata is a member of the Emirates Group and has interests in ground handling and inflight catering business in 38 countries across five continents. Newrest is the only major catering company active in all catering and related hospitality segments including airline catering, rail catering, contract catering, concession retail, buy-on-board, health care, education, and remote site and support services. The Cape Grace Hotel performed exceptionally well as a result of new operating strategies adopted and improved further on all recognised operating bench-marks. It was also voted the second best luxury/top hotel in the world by TripAdvisors in the 2013 Travellers Choice Awards, a proud achievement by the hotel management and staff. The hotel has won the Best City Hotel in Africa in the UltraTravel Awards. The hotel has also been voted number one in Africa by Celebrated Living, which is the magazine for American Airlines and was voted number two in the Travel and Leisure World's best service for Africa and the Middle East. Mentor Africa is also invested in a leading provider in South Africa of energy efficient lighting solutions and products which continue to work with major mining, industrial and property groups in South Africa, and is expecting to participate in major contracts going forward. Meikles Guard Services The company was formed late in the financial year and its management brings to Zimbabwe 18 years of security services experience in the international arena. The company will provide security services to companies, embassies and nongovernmental organisations in addition to the security requirements of the Group. Conclusion The Group has made the positive steps outlined above through the dedicated efforts and commitment of the board, management and staff across all business units. The regulatory authorities are guiding us as we make the foray into new areas to expand our business. The shareholders whose support we always count on, can be assured that with the return to profitability of our Group, the future will improve. This coupled with the new ventures should lead to an increase in shareholder value in the near term. However, Group fortunes will be affected if the funds held on deposit at the RBZ are not made available. JRT Moxon Executive Chairman 3 June 2013 31 March 31 March 2013 2012 US$ 000 US$ 000 CONTINUING OPERATIONS Revenue 391,328 354,102 Net operating costs (386,262) (362,430) Operating profit / (loss) 5,066 (8,328) Investment income 2,244 2,011 Finance costs (6,994) (7,126) Net exchange ( losses) / gains (340) 1,183 Fair value adjustments 7,828 3,792 Profit / (loss) before tax 7,804 (8,468) Income tax (expense) / credit (2,442) 2,544 Profit /(loss) for the year from continuing 5,362 (5,924) operations DISCONTINUED OPERATIONS Profit for the period from discontinued 1,173 2,480 operations PROFIT/ (LOSS)FOR THE YEAR 6,535 (3,444) Other comprehensive loss Items that will not be reclassified subsequently to profit or loss: Exchange differences on translating foreign - (1,992) operations Other comprehensive loss for the year, net of - (1,992) tax TOTAL COMPREHENSIVE PROFIT / (LOSS)FOR THE 6,535 (5,436) YEAR Profit / (loss) attributable to: Owners of the parent 3,084 (3,537) Non-controlling interests 3,451 93 6,535 (3,444) Total comprehensive profit / (loss) attributable to: Owners of the parent 3,084 (5,529) Non-controlling interests 3,451 93 6,535 (5,436) Earnings / (loss) per share- cents Basic 1.21 (1.44) Continuing operations 0.75 (2.45) Discontinued operations 0.46 1.01 Diluted 1.15 (1.31) Continuing operations 0.71 (2.23) Discontinued operations 0.44 0.92 Headline earnings / (loss) per share- cents 0.86 (1.47) Continuing operations 0.86 (2.37) Discontinued operations - 0.90 Diluted headline earnings / (loss) per share- 0.81 (1.34) cents Continuing operations 0.81 (2.16) Discontinued operations - 0.82 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2013 31 March 31 March 2013 2012 US$ 000 US$ 000 ASSETS Restated* Non-current assets Property, plant and equipment 99,063 86,122 Investment property 254 43 Investment in Mentor Africa Limited 27,657 - Biological assets 21,521 11,770 Intangible assets 2,204 124 Other financial assets 12,693 18,370 Balances with Reserve Bank of Zimbabwe 40,514 38,627 Deferred tax 1,997 1,888 Total non-current assets 205,903 156,944 Current assets Inventories 36,708 36,666 Trade and other receivables 17,283 17,642 Other financial assets 1,405 1,085 Cash and bank balances 14,198 8,427 69,594 63,820 Assets held for sale - 37,871 Total current assets 69,594 101,691 Total assets 275,497 258,635 EQUITY AND LIABILITIES Capital and reserves Share capital 2,538 2,538 Share premium 1,316 1,316 Non-distributable reserves 12,559 6,233 Retained earnings 121,028 104,626 Capital and reserves relating to assets classified as - 19,644 held for sale Equity attributable to equity holders of the parent 137,441 134,357 Non-controlling interests 10,990 7,539 Total equity 148,431 141,896 Non-current liabilities Borrowings 7,417 4,786 Deferred tax 14,534 12,155 Total non-current liabilities 21,951 16,941 Current liabilities Trade and other payables 46,263 38,371 Borrowings 58,852 47,199 105,115 85,570 Liabilities relating to assets classified as held for - 14,228 sale Total current liabilities 105,115 99,798 Total liabilities 127,066 116,739 Total equity and liabilities 275,497 258,635 * Refer to note 6 for details of the restatement. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2013 Disposal group Attributable Non- capital to Non Share Share distributable Retained and owners of controlling capital premium reserves earnings reserves parent interests Total US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 2013 Balance at 1 April 2012 2,538 1,316 6,233 104,626 19,644 134,357 7,539 141,896 Profit for the year - - - 3,084 - 3,084 3,451 6,535 Transfer on disposal of assets classified as held for sale - - 6,326 13,318 (19,644) - - - Balance at 31 March 2013 2,538 1,316 12,559 121,028 - 137,441 10,990 148,431 2012 - restated Balance at 1 April 2011 as previously stated 2,454 - 2,627 111,207 18,083 134,371 764 135,135 Prior year adjustment - inventory valuation error - - - (1,719) - (1,719) (573) (2,292) Change in accounting policy - inventory valuation - - - 67 - 67 22 89 Balance at 1 April 2011 restated 2,454 - 2,627 109,555 18,083 132,719 213 132,932 Loss for the year - - - (6,017) 2,480 (3,537) 93 (3,444) Change in ownership interests in a subsidiary without loss of control - - 4,679 1,256 - 5,935 7,065 13,000 Other comprehensive loss for the year - - (1,073) - (919) (1,992) - (1,992) Issue of shares for cash 84 1,316 - - - 1,400 - 1,400 Transfer on disinvestment of non controlling interest in a subsidiary - - - (168) - (168) 168 - Balance at 31 March 2012 restated 2,538 1,316 6,233 104,626 19,644 134,357 7,539 141,896 Refer to note 6 for details of the restatement. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2013 31 March 31 March 2013 2012 CONTINUING AND DISCONTINUED OPERATIONS US$ 000 US$ 000 Cash flows from operating activities Profit / (loss) before tax from 7,804 (5,616) continuing and discontinued operations Adjustments for: - Depreciation and impairment 4,901 4,834 - Net interest 4,750 6,371 - Net exchange losses / (gains) 340 (1,342) - Fair value adjustments (7,828) (3,681) - Loss / (profit) on disposal of 267 (69) property, plant and equipment Operating cash flow before working 10,234 497 capital changes (Increase) / decrease in inventories (42) 1,196 Increase in trade and other receivables (2,164) (3,252) Increase in trade and other payables 13,108 7,675 Cash generated fromoperations 21,136 6,116 Income taxes paid (172) (9) Net cash generated fromoperating 20,964 6,107 activities Cash flows from investing activities Payment for property, plant and equipment (18,299) (6,839) Proceeds from disposal of property, plant 188 1,503 and equipment Increase in intangible assets (2,080) - Net movement in service assets (209) (21) Payment for other investments (82) (250) Net expenditure on biological assets (1,923) (496) Net outflow on disposal of subsidiary (2,857) - Investment income 357 251 Net cash used in investing activities (24,905) (5,852) Cash flows from financing activities Change in ownership interests in a - 13,000 subsidiary without loss of control Net increase in interest bearing 14,284 6 borrowings Proceeds from issue of shares - 1,400 Finance costs (6,994) (8,454) Net cash generated from financing 7,290 5,952 activities Net increase in cash and bank balances 3,349 6,207 Cash and bank balances at the beginning 11,284 4,785 of the year Net effect of exchange rate changes on (435) 606 cash and bank balances Translation of foreign entities - (314) Cash and bank balances at the end of the 14,198 11,284 year NOTES TO THE ABRIDGED FINANCIAL STATEMENTS 1. Basis of preparation The abridged financial statements are prepared from statutory records that are maintained under the historical cost basis except for biological assets and certain financial instruments which are measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets. 2. Statement of compliance The Group's abridged audited financial results have been extracted from financial statements prepared in accordance with International Financial Reporting Standards and the Companies Act (Chapter 24.03) and relevant statutory instruments (SI33/99 and SI62/96). These results have been audited by Deloitte & Touche, whose unqualified report is available for inspection at the registered office of the Company. 3. Accounting policies Accounting policies and methods of computation applied in the preparation of these abridged financial statements are consistent, in all material respects, with those used in the prior year with no significant impact arising from new and revised International Financial Reporting Standards (IFRSs) applicable for the year ended 31 March 2013. 4. Segment information 31 March 31 March 2013 2012 US$ 000 US$ 000 Revenue Continuing operations Supermarkets 335,909 296,403 Hotels 14,842 15,397 Agriculture 24,176 19,978 Stores 18,489 24,061 Intra-group sales (2,088) (1,737) 391,328 354,102 Discontinued operations Cape Grace Hotel group of companies - 16,163 EBITDA Continuing operations Supermarkets 11,514 5,155 Hotels 612 (900) Agriculture 1,217 (3,899) Stores (1,339) (2,201) Corporate* (3,059) (3,900) 8,945 (5,745) The EBITDA figures are before Group management fees. Segment assets Continuing operations Supermarkets 60,943 47,556 Hotels 47,719 29,878 Agriculture 52,852 43,004 Stores 37,408 41,544 Corporate* 76,575 56,373 275,497 218,355 Assets classified as held for sale Cape Grace Hotel group of companies - 40,280 275,497 258,635 Segment liabilities Continuing operations Supermarkets 38,516 32,173 Hotels 16,421 8,720 Agriculture 29,631 19,538 Stores 36,890 52,596 Corporate* 5,608 (16,924) 127,066 96,103 Liabilities classified as held for sale Cape Grace Hotel group of companies - 20,636 127,066 116,739 *Intercompany transactions and balances have been eliminated from the corporate amounts. Corporate also includes other subsidiaries that are not allocated to a reportable segment, including Meikles Guard Services (Private) Limited. 5. Disposal of discontinued operations The disposal of the Cape Grace Hotel operations in South Africa was concluded during the year with an effective date of 1 April 2012. Below is the analysis of assets and liabilities over which control was lost and the gain on disposal. 31 March 201 2 US$ 000 Current assets 6,839 Non-current assets 33,441 Total assets 40,280 Current liabilities 8,181 Non-current liabilities 12,455 Total liabilities 20,636 Net assets disposed of 19,644 31 March 201 3 US$ 000 Gain on disposal Net assets disposed of (19,644) Amounts due from Mentor Africa Limited (6,840) converted to equity Non cash consideration received - shares in 27,657 Mentor Africa Limited Gain on disposal 1,173 The gain on disposal is included in the profit for the year from discontinued operations. 6. Restatement 6.1 Prior year adjustment - inventory valuation error During the year, the Group identified an error in the valuation of the trading inventory at TM Supermarkets (Private) Limited , carried forward from 31 March 2011 financial year. The error had the effect of overstating inventory, retained earnings, non-controlling interests and deferred tax liability for the financial periods ended 31 March 2011 and 31 March 2012. 6.2 Change in accounting policy During the year, the valuation method for retail trading inventory was changed from retail method to weighted average cost method. Previously, retail merchandise was valued at selling price less an appropriate percentage to reduce the value to approximate cost, due allowance having been made for redundant, obsolete and spoiled inventories. Under the weighted average cost method, the cost of each item is determined from the weighted average of the cost of similar items at the beginning of the period and the cost of similar items purchased during the period. The average is calculated as each delivery is received. The effect of the restatement and change in accounting policy on the Group financial statements is summarised below. As previously stated Change in Restated 31 March Valuation accounting 31 March 2011 error policy 2011 US$ 000 US$ 000 US$ 000 US$ 000 Effect on financial position 40,713 (3,087) 120 37,746 Inventory Retained earnings 111,207 (1,719) 67 109,555 Non-controlling interests 764 (573) 22 213 Deferred tax liability 15,996 (795) 31 15,232 (3,087) 120 Effect on statement of profit or loss and other comprehensive income Cost of sales (256,124) (3,087) 146 (259,065) Income tax credit 793 795 (38) 1,550 Decrease in profit for the (2,292) 108 period from continuing operations As previously stated Valuation Change in Restated 31 March error accounting 31 March 2012 policy 2012 US$ 000 US$ 000 US$ 000 US$ 000 Effect on financial position 39,633 (3,087) 120 36,666 Inventory Retained earnings 105,750 (1,169) 45 104,626 Non-controlling interests 8,618 (1,123) 44 7,539 Deferred tax liability 12,919 (795) 31 12,155 (3,087) 120 The restatement has no material effect on the result for the years ended 31 March 2012 and 31 March 2013. 7. Other information 31 March 31 March 2013 2012 US$ 000 US$ 000 Continuing operations Depreciation and impairment - property, plant and 4,901 4,835 equipment Capital commitments authorised by the Directors but 25,613 22,813 not contracted Group's share of capital commitments of joint 1,783 3,000 venture For further information contact Onias Makamba on omakamba@meikleslimited.co.zw or +263-4-252068/70.

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