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FINANCIALS
DIRECTORS' REPORT
Comparative figures
The current reporting period is for the year ended 31 December 2002.
Following a change in the financial year–end from 30 June to
31 December in 2001, the previous reporting period was for the eighteen
months to 31 December 2001.
Nature of business
Mobile is an investment holding company listed on the JSE Securities Exchange
South Africa and is the pyramid company of Trencor Ltd. 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 47,30% (2001: 47,36%)
of the issued share capital and 47,96% (2001: 47,96%) of the 6% convertible
debentures of Trencor Ltd, a holding company listed on 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. Its other interests
are in the manufacture and export of tank containers for international
markets, and road trailer manufacturing and retailing.
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
results 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, provided
instalment credit and leasing facilities to transport operators.
In December 2001, Mobile Acceptances and Transport Acceptances ceased
writing new business and the administration and collection of the debtors
was transferred to Wesbank, a division of FirstRand Bank Ltd, which holds
the remaining 26% in Mobile Acceptances.
General review
The financial results are reflected in the financial statements presented
here.
The estimated proportion of income after taxation attributable to the
various classes of business of the group is as follows:
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YEAR
31/12/02 |
18 MONTHS
31/12/01 |
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% |
% |
| Attributable (loss)/earnings of associate company |
(100,1) |
99,7 |
| Finance income |
0,1 |
0,3 |
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100,0 |
100,0 |
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Directors and secretary
The names of the directors appear here
and that of the secretary presented here.
Mr G M C Ryan resigned as a director effective 6 March 2002.
In terms of the articles of association Messrs C Jowell and DM Nurek retire
by rotation at the forthcoming annual general meeting but, being eligible,
offer themselves for re–election.
Brief résumés of the directors are presented here.
Directors’ interests
The aggregate of the direct and indirect interests of the directors in
the issued securities of the company were as follows:
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ORDINARY |
‘N’ ORDINARY |
6% CONVERTIBLE
DEBENTURES |
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31/12/02 |
31/12/01 |
31/12/02 |
31/12/01 |
31/12/02 |
31/12/01 |
| Beneficial % |
32,9 |
28,2 |
26,6 |
26,6 |
0,2 |
0,2 |
The direct and indirect interests of each director who
held in excess of 1% of the issued securities were as follows:
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ORDINARY |
‘N’ ORDINARY |
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31/12/02 |
31/12/01 |
31/12/02 |
31/12/01 |
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| Beneficial % |
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| C Jowell |
15,8 |
14,1 |
13,4 |
13,4 |
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| N I Jowell |
17,0 |
14,0 |
13,2 |
13,2 |
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There have been no changes in these interests between
the financial year–end and the date of this report.
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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 |
RECORD DATE |
PAYMENT
DATE |
AMOUNT PER
DEBENTURE |
TOTAL |
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CENTS |
R’000 |
| 21 |
20/06/02 |
28/06/02 |
6,75 |
3 829 |
| 22 |
20/12/02 |
31/12/02 |
6,75 |
3 829 |
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STRATE
The company transferred to the STRATE (share transactions totally electronic)
system of electronic settlement on the JSE Securities Exchange South Africa
on 12 November 2001 and trading for electronic settlement commenced
on 3 December 2001. Paper certificates are no longer good
for delivery.
Holders of securities who have not yet dematerialised their certificates
are urged to surrender their paper certificates to a selected Central
Securities Depository Participant, bank or qualifying stockbroker for
conversion into an electronic record, to render them eligible for settlement
in the STRATE environment. The insurance provided by the Dispossessed
Member’s Fund to cover loss or claims arising from any tainted certificates
terminated on 29 September 2002.
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Corporate governance
The report on corporate governance is presented here.
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Voting arrangements
The agreement between entities of the families of Messrs C Jowell and
N I Jowell and two significant individual shareholders to pool their votes
in respect of their shareholdings expired on 7 November 2002.
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Subsidiary
The company holds 74% (2001: 74%) of the 700 000 (2001: 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:
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YEAR
31/12/02 |
18 MONTHS
31/12/01 |
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R’000 |
R’000 |
| Shares at valuation |
1 184 |
1 184 |
| Amount owing |
1 500 |
1 500 |
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| Total interest in subsidiary |
2 684 |
2 684 |
| Net income |
653 |
1 684 |
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Special resolutions
On 11 July 2002, shareholders in general meeting passed the following
special resolutions which were registered on 19 July 2002:
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To adopt an entirely new set of articles of association
to substitute the existing articles with a new set which consolidates
all previous amendments to the articles and to provide for recent
amendments to the Companies Act in South Africa, the Listings Requirements
of the JSE Securities Exchange South Africa, the electronic share
trading environment (‘STRATE’) and other trends such
as the electronic dissemination of shareholder communications; and |
| * |
To grant the company a general authority for
the acquisition by the company or any of its subsidiaries of securities
issued by the company or its holding company, which authority is
valid until the earlier of the next annual general meeting or the
variation or revocation of such general authority by special resolution
by any subsequent general meeting of the company. |
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Special resolutions
of subsidiaries
The following special resolutions were passed by the company's subsidiaries
during the year under review:
| PASSED BY |
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SUBJECT |
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DATE REGISTERED |
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| Transport Acceptances (Pty) Ltd |
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Amendment to the articles of association to provide for directors’
meetings to be held by way of electronic media |
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21 July 2002 |
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| Mobile Acceptances (Pty) Ltd |
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Amendment to the articles of association to provide for directors’
meetings to be held by way of electronic media |
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5 August 2002 |
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Termination
of the Executive Share Purchase Scheme
In terms of the Executive Share Purchase Scheme established in 1981, 3 497
800 ordinary shares reserved for the Scheme remained unissued and available
for sale by the Trustees. The Scheme has not had any participants
for many years and, in the event of Mobile’s shareholding in Trencor
falling below 49,28% (currently 47,30%), then no further Scheme shares
may be issued.
In view of the fact that the Trust had no assets or liabilities, Mobile
has no employees, holds less than the prescribed interest in Trencor and
that the Scheme was no longer required, the Trust was terminated during
the year.
Analysis of share and debenture holders
An analysis of share and debenture holders is presented here
and of holders who held 5% or more of the issued securities at 27 December
2002 is presented here.
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