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Monteagle Holdings (MGL)

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Friday 27 December, 2002

Monteagle Holdings

Final Results


                      Monteagle Holdings Société Anonyme                       

           (Incorporated in Luxembourg - RC Luxembourg No. B 19600)            

                                                           Registered office   
                                                                               
                                                           6 rue Adolphe       
                                                           Fischer,            
                                                                               
27th December 2002                                         L-1520, Luxembourg  

                 Results for the year ended 30thSeptember 2002                 

                              (subject to audit)                               

INTRODUCTION

Monteagle's objective is to achieve capital growth over the long term through a
diversified range of investments. The Company holds portfolios of leading
investments in the U.S.A. and Europe and property in the United States. The
group's import, export and distribution businesses operate internationally, and
in Southern Africa we have investment and property portfolios, and interests in
agriculture and mining.

PRESENTATION OF ACCOUNTS

In view of the lack of clarity in respect of exchange rates pertaining in
Zimbabwe exacerbated by the recently announced foreign exchange regulations,
the directors of our subsidiary, Conafex Holdings S.A. ('Conafex'), and our
associated company, Falcon Investment Holdings S.A. ('Falcon'), have decided
not to consolidate earnings emanating from Zimbabwe or the assets utilised to
generate those earnings. Instead their unaudited financial results include the
income from Zimbabwe received in United States dollars. During the year the
official exchange rate has remained constant at Z$55:US$1 despite inflation in
excess of 100%. However, there is an unofficial parallel market on which
exchange rates have moved from Z$360:US$1 at the start of the year to Z$720:
US$1 at the end of the year. We have restated last years Group results to give
a meaningful comparison.

RESULTS

The unaudited profits before exceptional items and tax, excluding Zimbabwe
operations but including income received from Zimbabwe, show an increase of 17%
from US$994,000 to US$1,166,000. Headline earnings, however, have decreased
from US 7 c per share to US 5 c per share, because of increased tax charges
incurred in South Africa. The exceptional profit for this year arises on the
sale of one of our investment properties in California, and from realised
profits on our investment portfolio, reduced by our share of a provision made
by Falcon against the carrying value of its investment in Zimbabwe gold mines.

DISTRIBUTION

Our South African tool and machinery business had a most successful year with
volumes increasing by approximately 35%. The division continues to secure a
greater share of the market through aggressive sourcing and innovative
marketing. The joint venture with our Italian suppliers of air compressors also
prospered, achieving approximately 50% growth in turnover. Both these
businesses enjoyed record profits. Our Australian subsidiary, operating mainly
in the hand tool industry, earned record profits on turnover which increased by
approximately 10%. Our international production and trading operations, in
private label food products, experienced an extremely good year, reflecting
solid growth in volumes, an increased market share on existing product lines,
and a broader base of products handled. A marketing company, specialising in
fast moving consumer goods, was acquired during the year to complement our
existing business, and a wine division has been formed to market and export
private label wines from South Africa. We are staffed by a young yet
experienced and very energetic team.

PROPERTY

The Group's commercial properties in San Diego, California, produced an
increased return this year. With US interest rates at a historic low, a
replacement long-term loan was negotiated on one of our properties at
advantageous terms. In August 2002, our other property, an office building, was
sold for US$3,260,000, generating a profit of US$389,000. The sale proceeds
will be re-invested in a property when a suitable opportunity occurs. The South
African property portfolio generated a small profit in the year and property
values remained constant over the year in hard currency terms.

INVESTMENT PORTFOLIOS

Throughout the year the climate in the listed investment world remained
subdued. The group has gradually added to its diverse list of quality equities
in the major first world markets; approximately US$1.5 million remains
uninvested at the year-end. We are entering our fourth year of falling indices
and it would appear that current market prices are looking conservative on a
long-term view.

FARMING (Conafex)

The agriculture businesses in Zimbabwe suffered relatively little disruption in
the year and produced reasonable crop yields. However profitability and cash
generation has been severely restricted by continuing exchange controls and
high inflation. As a result of the change in accounting policy for our
interests in Zimbabwe we have made exceptional provisions in the unaudited
accounts. By obtaining independent local valuations of our estates and assets
and converting the nil at parallel exchange rates we have effectively written
down the carrying value of our investment in agriculture.

MINING (Falcon)

The gold mines in Zimbabwe suffer from both exchange controls and price
controls. In spite of this, the mining companies have been able to continue
operating, but are not able to generate sufficient cash to permit the
exploration necessary to identify further reserves. In order to generate
sufficient cash to cover current costs, higher grade areas are being mined and,
under present circumstances, this has the effect of shortening the effective
life of the mines. Development work is continuing on the iodine deposit in
Chile. An environmental impact assessment has been submitted and negotiations
are in progress with potential joint venture partners who could assist with the
marketing of the iodine and nitrate by-products and who would provide a share
of the funding required to develop the project. The carrying value in the
unaudited accounts of the investment in our associated mining company has been
adjusted to reflect our share of its assets in Zimbabwe and the cost of its
investment in Chile.

GROUP PERSONELL

Your directors wish to record the amazing dedication of all our management and
staff during a challenging year. Whilst in certain areas the economic climate
has been far from helpful and in other areas the political influence has made
business conditions extremely trying, our teams of people have steadfastly
remained enthusiastic.

DIVIDEND

As feared, the current situation in Southern Africa has affected the income
stream to Luxembourg and as indicated the directors recommend a dividend for
the year of 5 US cents per share. Our net assets held in hard currencies have
also been affected by the weakness in world stock markets and now stand at
US$16,265,000 against US$17,211,000 last year (restated). This equates to
US$2.58 per share (2001 - US$2.73 - restated).

Shareholders will appreciate it is impossible to make a meaningful forecast for
our operations in Zimbabwe. Your Directors are optimistic about our other
divisions and trade for the first quarter has been extremely buoyant. Values of
properties and listed investments during the year ahead are likely to be
affected by the strained political tensions worldwide. The conservative nature
of our international listed holdings and the liquidity in our balance sheet has
been maintained.

J. M. Robotham                                                  D. C. Marshall 
                                                                               
Chairman                                                        Chief Executive

Notice of Meeting and Declaration of Dividend

NOTICE OF MEETING

The Annual General Meeting will be held on Friday 28th March 2003 at 4.00 p.m.
at the registered office of the Company, 6 rue Adolphe Fischer L-1520
Luxembourg.

A dividend of 5.0 US cents per share is proposed to be paid on 2nd May 2003 to
those shareholders registered at the close of business on 28th March 2003.

Copies of the annual report and accounts will be posted to shareholders in
February 2003.

Consolidated Profit and Loss Account

FOR THE YEAR ENDED 30th SEPTEMBER                 2002        2001        2001
                                                                              
                                                          Restated            
                                                                              
                                                US$000      US$000      US$000
                                                                              
Group revenue including share of               21,655      19,108      41,799 
associated companies                                                          
                                                                              
Less share of revenue of associated              (422)       (342)    (15,861)
companies                                                                     
                                                                              
                                           ----------   ---------  ---------- 
                                                                              
Group revenue                                  21,233      18,766      25,938 
                                                                              
Operating costs                               (20,190)    (18,106)    (24,155)
                                                                              
                                           ----------  ----------  ---------- 
                                                                              
Operating profit                                1,043         660       1,783 
                                                                              
Share of associated companies results             (72)        (99)      2,052 
                                                                              
Income from Zimbabwean investments -              541         688           - 
dividends                                                                     
                                                                              
Income from other investments - dividends         140         316         317 
                                                                              
- interest                                        172         246         294 
                                                                              
Interest paid and similar charges                (658)       (817)     (1,494)
                                                                              
                                           ----------  ----------  ---------- 
                                                                              
Profit on ordinary activities before            1,166         994       2,952 
exceptional items and tax                                                     
                                                                              
Exceptional items                                 467       5,917       6,450 
                                                                              
                                           ----------  ----------  ---------- 
                                                                              
Profit before tax and minority interests        1,633       6,911       9,402 
                                                                              
Tax                                              (514)       (364)       (691)
                                                                              
                                           ----------  ----------  ---------- 
                                                                              
Profit after tax before minority interests      1,119       6,547       8,711 
                                                                              
Minority interests                               (371)       (165)     (1,127)
                                                                              
                                           ----------  ----------  ---------- 
                                                                              
Profit attributable to shareholders of the        748       6,382       7,584 
Group                                                                         
                                                                              
                                           ----------  ----------  ---------- 
                                                                              
Basic and fully diluted earnings per share         12c        101c        120c
US cents                                                                      
                                                                              
Headline earnings per share US cents                5c          7c         24c
                                                                              
Proposed dividend - US cents                      5.0c        8.5c        8.5c

Consolidated Statement of Changes in Equity

Exchange differences on translation of           246        (227)       (316)
the financial statements of foreign                                          
entities                                                                     
                                                                             
Change in interest in subsidiaries                 --          -        (217)
                                                                             
Group share of deficit on revaluation of      (5,012)          -           - 
fixed assets                                                                 
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Net loss not recognised in the income         (4,766)       (227)       (533)
statement                                                                    
                                                                             
Dividend paid for the previous year             (536)       (536)       (536)
                                                                             
Net profit for the period                        748       6,382       7,584 
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Total recognised profits and increase in      (4,554)      5,619       6,515 
shareholders' funds                                                          
                                                                             
Shareholders' funds brought forward           30,727      25,108      25,136 
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Shareholders' funds carried forward           26,173      30,727      31,651 
                                                                             
                                          ----------  ----------  ---------- 

Consolidated Balance Sheet

AT 30th SEPTEMBER                                2002        2001        2001
                                                                             
                                                         Restated            
                                                                             
                                               US$000      US$000      US$000
                                                                             
Assets                                                                       
                                                                             
Non current assets                                                           
                                                                             
Property, plant and equipment                  9,245      11,143      20,233 
                                                                             
Investments                                   16,943      20,434      14,645 
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
                                              26,188      31,577      34,878 
                                                                             
Current assets                            ----------  ----------  ---------- 
                                                                             
Inventories                                    4,299       4,197       7,066 
                                                                             
Accounts receivable                            5,715       4,636       4,944 
                                                                             
Cash and bank balances                         5,022       7,935       8,083 
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
                                              15,036      16,768      20,093 
                                                                             
Current liabilities                                                          
                                                                             
Accounts payable (falling due within one      (6,177)     (6,525)     (8,618)
year)                                                                        
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Net current assets                             8,859      10,243      11,475 
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Total assets less current liabilities         35,047      41,820      46,353 
                                                                             
Non current liabilities                                                      
                                                                             
Accounts payable (falling due after more      (3,487)     (3,485)     (3,485)
than one year)                                                               
                                                                             
Deferred taxation                                117         (27)     (2,636)
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
                                              31,677      38,308      40,232 
                                                                             
                                              ======      ======      ====== 
                                                                             
Capital and reserves                                                         
                                                                             
Called up share capital                        9,450       9,450       9,450 
                                                                             
Other reserves                                 6,268       9,675       6,133 
                                                                             
Retained earnings                             10,455      11,602      16,068 
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Shareholders' funds                           26,173      30,727      31,651 
                                                                             
Minority interests                             5,504       7,581       8,581 
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
                                              31,677      38,308      40,232 
                                                                             
                                              ======      ======      ====== 

Consolidated Cash Flow Statement

FOR THE YEAR ENDED 30th SEPTEMBER                2002        2001        2001
                                                                             
                                                         Restated            
                                                                             
                                               US$000      US$000      US$000
                                                                             
Operating activities                                                         
                                                                             
Cash (absorbed by)/ generated from              (741)      2,331       1,802 
operations                                                                   
                                                                             
Interest paid                                   (658)       (817)       (890)
                                                                             
Taxation paid                                   (451)       (598)       (604)
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Net cash (outflow)/inflow from operating      (1,850)        916         308 
activities                                                                   
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Investment activities                                                        
                                                                             
Purchase of tangible fixed assets               (285)       (354)       (458)
                                                                             
Disposal of tangible fixed assets              3,287           -          19 
                                                                             
Acquisition of investments                    (7,290)     (3,703)     (3,405)
                                                                             
Disposal of investments                        2,966      12,814      13,946 
                                                                             
Interest received and other investment           312         562         611 
income                                                                       
                                                                             
Dividends received from Zimbabwean               541         688         297 
subsidiaries and associated companies                                        
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Net cash (outflow)/inflow from investment       (469)     10,007      11,010 
activities                                                                   
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Net cash (outflow)/inflow before              (2,319)     10,923      11,318 
financing                                                                    
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Financing activities                                                         
                                                                             
Net increase/(decrease) in long term debt          3        (245)       (245)
                                                                             
Foreign exchange cost of subsidiary's              -           -        (610)
dividend                                                                     
                                                                             
Dividend paid - group                           (536)       (536)       (536)
                                                                             
- minority shareholders                         (112)       (170)       (170)
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Net cash outflow from financing                 (645)       (951)     (1,561)
activities                                                                   
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Net (decrease)/increase in debt               (2,964)      9,972       9,757 
                                                                             
Net funds at 1st October                       7,495      (2,836)     (2,750)
                                                                             
Effect of foreign exchange rate changes            -         359         381 
                                                                             
                                          ----------  ----------  ---------- 
                                                                             
Net funds at 30th September                    4,531       7,495       7,388 
                                                                             
                                          ----------  ----------  ---------- 

Notes:                                                                         
                                                                               
1.   As described in the Chairman's Review, the earnings, assets and           
     liabilities of Zimbabwe subsidiaries and associated companies have not    
     been consolidated. Investments have been reflected in accordance with IAS 
     39. 2001 comparatives have been restated. These preliminary results for   
     the year ended 30th September 2002 and the balance sheet at that date,    
     which are unaudited, have otherwise been prepared on the basis of         
     accounting policies adopted for the period ended 30th September 2001. The 
     2001 comparatives prior to restatement do not comply with the requirements
     of IAS 29 (Financial reporting in Hyperinflationary Economies), otherwise 
     the financial statements comply with International Accounting Standards   
     and Luxembourg law in all material respects. The results are unaudited.   
                                                                               
2.   Group capital expenditure in the year was US$285,000 (2001 - US$458,000). 
     There were no capital expenditure commitments at 30th September 2002 (2001
     - US$ nil).                                                               
                                                                               
3.   Bank loans and overdrafts of US$491,000 (2001 - US$75,000) are included in
     current liabilities. Group long term finance is secured on various local  
     properties and bears interest at local commercial rates.                  

SEGMENTAL REPORTING

Primary reporting format - business segments

The Group is organised on a worldwide basis into four main business segments:

Import and distribution - tool import and distribution businesses in South
Africa and Australia, and a non-perishable food import business internationally
and in South Africa.

Property- investment properties in California and South Africa.

Farming - commercial agriculture and horticulture interests in Zimbabwe held
through Conafex and our associated company, Ariston.

Gold and iodine mining - three gold mines in Zimbabwe. One is owned 33.33% by
the Group and 66.67% by our associated company, Falcon, and two are owned by
Falcon. An iodine development has been established in Chile.

Other operations of the Group mainly comprise transactions relating to the
share portfolios, profits on disposals of tangible and intangible fixed assets
and local head office costs.

There are no sales or other transactions between business segments. Segment
assets consist of property, plant and equipment, inventories and receivables
and exclude cash balances. Segment liabilities are operating liabilities and
exclude items such as taxation and borrowings. Capital expenditure comprises
additions to property, plant and equipment.

Unallocated assets and liabilities are cash balances, taxation and borrowings.

                                             2002                      2001          
                                                                                     
                                                                     Restated        
                                                                                     
Segmental analysis of results               US$000                    US$000         
                                                                                     
                                      Revenue        Result     Revenue        Result
                                                                                     
Import and distribution                19,342        2,221       16,874        1,064 
                                                                                     
Property                                1,519          191        1,499          (22)
                                                                                     
Farming                                   192          (26)         143          210 
                                                                                     
Gold mining                                 -           57            -           74 
                                                                                     
Other, including investments              180 *       (443)         250 *      6,433 
                                                                                     
                                   ----------   ----------   ----------   ---------- 
                                                                                     
                                       21,233        2,000       18,766        7,759 
                                                                                     
Share of revenue and income from                                                     
associated companies                                                                 
                                                                                     
Farming                                   422          229          342          101 
                                                                                     
Gold mining                                 -         (389)           -         (132)
                                                                                     
                                   ----------                ----------              
                                                                                     
                                       21,655                    19,108              
                                                                                     
                                   ----------                ----------              
                                                                                     
Interest paid and other charges                       (674)                     (817)
                                                                                     
                                                ----------                ---------- 
                                                                                     
Profit before tax                                    1,166                     6,911 
                                                                                     
                                                ----------                ---------- 

                                                                   2001           
                                                                                  
Segmental analysis of results                                     US$000          
                                                                                  
                                                             Revenue        Result
                                                                                  
Import and distribution                                       16,874        1,064 
                                                                                  
Property                                                       1,499          (22)
                                                                                  
Farming                                                        5,100          309 
                                                                                  
Gold mining                                                    2,215          432 
                                                                                  
Other                                                            250 *      7,061 
                                                                                  
                                                         ----------    ---------- 
                                                                                  
                                                              25,938        8,844 
                                                                                  
Share of revenue and results of associated companies                              
                                                                                  
Farming                                                       10,027        2,482 
                                                                                  
Goldmining                                                     5,834         (430)
                                                                                  
                                                         ----------               
                                                                                  
                                                              41,799              
                                                                                  
                                                         ----------               
                                                                                  
Interest paid and other charges                                            (1,494)
                                                                                  
                                                                       ---------- 
                                                                                  
Profit before tax                                                           9,402 
                                                                                  
                                                                       ---------- 

* Other revenue excludes dividend income and the proceeds of sales of
investments, the profits of which are included in the result of this segment.

Segmental analysis of net assets                                                    
                                                                                    
30thSeptember 2002         Assets Liabilities   Net assets/     Capital Depreciation
                                              (liabilities) Expenditure       charge
                                                                                    
                           US$000      US$000        US$000      US$000       US$000
                                                                                    
Import and                  8,470       5,271         3,199         171           54
distribution                                                                        
                                                                                    
Property                   11,208         327        10,881         114           34
                                                                                    
Farming - Group             8,570         432         8,138           -            -
                                                                                    
- Associates                2,339           -         2,339           -            -
                                                                                    
Gold mining - Group             -           -             -           -            -
                                                                                    
- Associates                  125           -           125           -            -
                                                                                    
Other                       3,286           1         3,285           -            8
                                                                                    
Unallocated *               7,282       3,572         3,710           -            -
                                                                                    
                       ----------  ----------    ----------  ----------   ----------
                                                                                    
Consolidated total         41,280       9,603        31,677         285           96
                                                                                    
                       ----------  ----------    ----------  ----------   ----------

Segmental analysis of net assets                                                    
                                                                                    
30thSeptember 2001 -       Assets Liabilities   Net assets/     Capital Depreciation
Restated                                      (liabilities) Expenditure       charge
                                                                                    
                           US$000      US$000        US$000      US$000       US$000
                                                                                    
Import/distribution         8,168       4,809         3,359          29           59
                                                                                    
Property                   11,645         266        11,379         215            -
                                                                                    
Farming - Group            10,859         427        10,432           -            -
                                                                                    
- Associated companies      5,502           -         5,502           -            -
                                                                                    
Gold mining - Group             -           -             -           -            -
                                                                                    
- Associated company          514           -           514           -            -
                                                                                    
Other                       3,772         658         3,114          53           28
                                                                                    
Unallocated *               7,885       3,877         4,008           -            -
                                                                                    
                       ----------  ----------    ----------  ----------   ----------
                                                                                    
Consolidated total         48,345      10,037        38,308         297           87
                                                                                    
                       ----------  ----------    ----------  ----------   ----------

Segmental analysis of net assets                                                    
                                                                                    
30thSeptember 2001         Assets Liabilities   Net assets/     Capital Depreciation
                                              (liabilities) Expenditure       charge
                                                                                    
                           US$000      US$000        US$000      US$000       US$000
                                                                                    
Import and                  8,168       4,809        3,359           29           59
distribution                                                                        
                                                                                    
Property                   11,645         266       11,379          215            -
                                                                                    
Farming - Group            12,180       1,793       10,387          124          137
                                                                                    
- Associated companies     10,989           -       10,989            -            -
                                                                                    
Gold mining - Group           316         366          (50)          37           73
                                                                                    
- Associated company          296           -          296            -            -
                                                                                    
Other                       3,327         658        2,669           53           28
                                                                                    
Unallocated *               8,050       6,847        1,203            -            -
                                                                                    
                       ----------  ----------   ----------   ----------   ----------
                                                                                    
Consolidated total         54,971      14,739       40,232          458          297
                                                                                    
                       ----------  ----------   ----------   ----------   ----------

* Unallocated assets and liabilities are cash balances, taxation and borrowings

                              2002                                  2001                 
                                                                                         
                                                                  Restated               
                                                                                         
                             US$000                                US$000                
                                                                                         
                Group           Total       Capital      Group        Total       Capital
                                                                                         
                 Revenue   Net assets   Expenditure    Revenue   Net assets   Expenditure
                                                                                         
                  US$000       US$000        US$000     US$000       US$000        US$000
                                                                                         
South Africa      17,769        4,925           118     15,689        3,908           159
                                                                                         
Zimbabwe               -       10,487             -          -       17,189             -
                                                                                         
Australia          1,890          775            53      1.660          623            29
                                                                                         
United States      1,334        7,313           114      1,274        7,428            56
                                                                                         
Jersey                 -        4,635             -          -        5,545             -
                                                                                         
Luxembourg           240        3,542             -        143        3,615            53
                                                                                         
              ----------   ----------    ---------- ----------   ----------    ----------
                                                                                         
                  21,233       31,677           285     18,766       38,308           297
                                                                                         
              ----------   ----------    ---------- ----------   ----------    ----------

                                                             2001                 
                                                                                  
                                                  Group        Total       Capital
                                                                                  
                                                Revenue   Net assets   Expenditure
                                                                                  
                                                 US$000       US$000        US$000
                                                                                  
South Africa                                     15,689        3,908           159
                                                                                  
Zimbabwe                                          7,315       19,113           161
                                                                                  
Australia                                         1,660          623            29
                                                                                  
United States                                     1,274        7,428            56
                                                                                  
Jersey                                                -        5,545             -
                                                                                  
Luxembourg                                            -        3,615            53
                                                                                  
                                             ----------   ----------    ----------
                                                                                  
                                                 25,938       40,232           458
                                                                                  
                                             ----------   ----------   ---------- 

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