|
FINANCIALS
DIRECTORS' REPORT
General Review | Directors
and Secretary | Directors' Interests
| Auditors | Dividends
|
6% Convertible Debenture Interest Payments
| Change in Financial Year-End | STRATE
| Corporate Governance | Voting
Arrangements | Subsidiary | Special
Resolutions of Subsidiary | Analysis of Shareholders
NATURE OF BUSINESS
The company is an investment holding company listed in the Industrial
Transportation sector of the JSE Securities Exchange South Africa.
The company's interests comprise a holding of 47% in Trencor Ltd and 74%
in Mobile Acceptances (Pty) Ltd.
TRENCOR
The company's main investment is a holding of 47,36% (2000: 47,36%) of
the issued share capital and 47,96% (2000: 47,96%) of the 6% convertible
debentures of Trencor Ltd, a holding company listed in the Industrial
Transportation sector of the JSE Securities Exchange South Africa.
Trencor's core business is the owning, financing, leasing-out and managing
of marine cargo containers worldwide, finance related activities and supply
chain management services to enable the controlled movement of goods,
by providing and integrating the use of equipment, services, knowledge
and information, mainly in the transportation industry. Its other
interests are in the manufacture and export of tank containers for international
markets and trailer manufacturing.
In view of the fact that Mobile derives most of its income
from its investment in Trencor, members are directed to the Chairman's
Statement and financial statements of Trencor which are fully reported
on in the accompanying annual report.
MOBILE ACCEPTANCES
Your company's 74% subsidiary, Mobile Acceptances (Pty) Ltd, and its wholly-owned
subsidiary Transport Acceptances (Pty) Ltd, provide instalment credit
and leasing facilities to transport operators. The remaining 26%
in Mobile Acceptances is held by Wesbank, a division of FirstRand Bank
Ltd. This company's performance was closely allied to the turnover
of the trailer division of Henred-Fruehauf Trailers (Pty) Ltd and the
availability of competitive funding. It had a satisfactory result
for the period under review.
Effective 1 December 2001, the trailer division of Henred-Fruehauf
Trailers (Pty) Ltd was merged with the businesses of ADF Holdings (Pty)
Ltd and its subsidiaries (commonly known as SA Truck Bodies Group) into
a single new entity, Madikor Drie (Pty) Ltd. Following this merger,
Mobile Acceptances and Transport Acceptances ceased writing new business
and the administration and collection of the debtors is now being carried
out by Wesbank.
Top of Page
GENERAL
REVIEW
The financial results are reflected in the financial statements under the Financial Menu. The estimated proportion of income after taxation
attributable to the various classes of business of the group is as follows:
The direct and indirect interests of each director who
held in excess of 1% of the issued share capital were as follows:
|
18 MONTHS
31/12/01 |
YEAR
30/06/00 |
 |
|
|
|
% |
% |
ATTRIBUTABLE EARNINGS/(LOSS)
OF ASSOCIATE COMPANY |
99,0 |
(105,6) |
| FINANCE INCOME |
1,0 |
5,6 |
|
|
|
|
100,0 |
(100,0) |
Top of Page
DIRECTORS
AND SECRETARY
The names of the directors appear on Directors
Page and that of the secretary on the Administration
page. Mr G M C Ryan resigned as a director effective 6 March
2002.
In terms of the articles of association Messrs H A Gorvy
and N I Jowell retire by rotation at the forthcoming annual general meeting
but, being eligible, offer themselves for re-election.
DIRECTORS'
INTERESTS
The aggregate of the direct and indirect interests of the directors in
the issued share capital of the company were as follows:
|
ORDINARY |
'N' ORDINARY |
|
|
|
|
|
|
31/12/01 |
30/06/00 |
31/12/01 |
30/06/00 |
| BENEFICIAL % |
3,1 |
0,3 |
3,0 |
0,3 |
| NON-BENEFICIAL % |
28,0 |
27,7 |
26,3 |
26,2 |
|
|
|
|
|
|
31,1 |
28,0 |
29,3 |
26,5 |
The direct and indirect interests of each director who held in excess
of 1% of the issued share capital were as follows:
|
ORDINARY |
'N' ORDINARY |
|
|
|
|
|
|
31/12/01 |
30/06/00 |
31/12/01 |
30/06/00 |
| BENEFICIAL % |
|
|
|
|
| G M C RYAN |
3,1 |
1,3 |
2,9 |
1,3 |
| NON-BENEFICIAL % |
|
|
|
|
| C JOWELL |
14,0 |
13,2 |
13,2 |
13,1 |
| N I JOWELL |
14,0 |
13,2 |
13,2 |
13,1 |
AUDITORS
The board appointed KPMG Inc as auditors to the company
and to the group in the place of Andersen (formerly known as Arthur Andersen
& Co) effective 29 June 2001. KPMG Inc were auditors
to the majority of Trencor's overseas subsidiaries and associates, whilst
Andersen provided audit services to the Mobile and Trencor groups locally.
It became necessary to appoint a single firm as auditors to the groups
and both firms submitted bids for the appointment, which was awarded to
KPMG Inc.
Top of Page
DIVIDENDS
As Mobile's net income is almost entirely dependent upon the receipt of
dividends from Trencor, any decision to declare dividends depends on the
declaration of a dividend by Trencor. The board of Trencor has decided
not to declare a dividend at this time and therefore Mobile, in turn,
has not declared a dividend.
6%
CONVERTIBLE DEBENTURE INTEREST PAYMENTS
PAYMENT
NUMBER |
REGISTRATION/
RECORD DATE |
PAYMENT
DATE |
AMOUNT
PER
DEBENTURE
|
TOTAL |
|
|
|
|
|
|
|
|
CENTS |
R'000 |
| 18 |
08/12/00 |
31/12/00 |
6,75 |
3 829 |
| 19 |
08/06/01 |
29/06/01 |
6,75 |
3 829 |
| 20 |
28/12/01 |
31/12/01 |
6,75 |
3 829 |
CHANGE
IN FINANCIAL YEAR-END
Textainer Group Holdings Ltd, a 74% subsidiary of Trencor, is required
to end its financial year at 31 December. In view of its increasing
materiality in relation to Trencor, audited accounts for Textainer at
its half-year were required for purposes of consolidation into Trencor
at 30 June. Trencor therefore decided that the year-ends of the
groups should be co-terminous.
Accordingly, the board of Mobile resolved to change the
financial year-end from 30 June to 31 December. The current financial
period is therefore for the eighteen months from 1 July 2000 to 31 December
2001.
Top of Page
STRATE
The company transferred to the STRATE (share transactions totally electronic)
system of electronic settlement on the JSE Securities Exchange South Africa
with effect from 12 November 2001.
Trading for electronic settlement commenced on 3 December 2001 and, from
that date, paper certificates are no longer good for delivery. Holders
of securities who have not yet dematerialised their certificates are urged
to submit their certificates to a selected Central Securities Depository
Participant or qualifying stockbroker for conversion into an electronic
record, to render them eligible for settlement in the STRATE environment.
CORPORATE GOVERNANCE
The board of directors endorses the Code of Corporate Practices and
Governance recommended in the King Report on Corporate Governance and,
in this regard, adheres to the Corporate Governance principles adopted
by Trencor as reported in the directors' report of the accompanying Trencor
annual report.
VOTING ARRANGEMENTS
Entities of the families of Messrs C and N I Jowell
have agreed with two significant individual shareholders to pool their
votes in respect of their shareholdings for a period of six years ending
7 November 2002.
Top of Page
SUBSIDIARY
The company holds 74% (2000: 74%) of the 700 000 (2000: 700 000) issued
ordinary shares of Mobile Acceptances (Pty) Ltd, a company incorporated
in the Republic of South Africa. Details of this investment are as follows:
| |
18 MONTHS |
YEAR |
| |
31/12/01 |
30/06/00 |
|
|
|
| |
R'000 |
R'000 |
| SHARES AT VALUATION |
1 184 |
1 184 |
| AMOUNT OWING |
1 500 |
1 500 |
|
|
|
| TOTAL INTEREST IN SUBSIDIARY |
2 684 |
2 684 |
|
|
|
| NET INCOME |
1 684 |
1 596 |
SPECIAL RESOLUTIONS
OF SUBSIDIARY
No special resolutions were passed by the company's subsidiary during
the period under review.
ANALYSIS OF SHAREHOLDERS
An analysis
of shareholders and of holders who held 5% or more of the issued securities
at 31 December 2001 can be viewed.
Top of Page
|
