FINANCIALS

DIRECTORS' REPORT

Nature of Business | Trencor | Mobile Acceptances | General Review | Directors & Secretary | Directors' Interests | Dividends | 6% Convertible Debenture Interest Payments  | Strate | Corporate Governance | Subsidiary | Special Resolution | Special Resolutions of Subsidiaries | Interest in Trencor | Analysis of Share and Debenture Holders |

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 47,26% (2002: 47,30%) of the issued share capital and 47,96% (2002: 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.

Members are directed to the Chairman's Statement and results of Trencor which are fully reported on in the Trencor website.

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.

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GENERAL REVIEW
The financial results are reflected in the financial statements under the Financials menu. The estimated proportion of income after taxation attributable to the various classes of business of the group is as follows:

 

	2003	2002
	%	%
ATTRIBUTABLE LOSS OF ASSOCIATE COMPANY	(101,3)	(100,1)
FINANCE INCOME	1,3	0,1
	100,0	100,0

DIRECTORS AND SECRETARY
The names of the directors appear on page 64 and that of the secretary on page 83. Mr E Oblowitz was appointed as an independent non-executive director with effect from 3 March 2004.

In terms of the articles of association Messrs H A Gorvy and N I Jowell retire by rotation at the forthcoming annual general meeting and Mr E Oblowitz, who was appointed after the preceding annual general meeting, also retires. These retiring directors are eligible and offer themselves for re-election.

Brief résumés of the directors are presented on page 84.

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DIRECTORS' INTERESTS
The aggregate of the direct and indirect interests of the directors in the issued securities of the company at 31 December 2003 and 2002 were as follows:

 

	ORDINARY	'N' ORDINARY	6% CONVERTIBLE DEBENTURES
BENEFICIAL %	32,9	26,6	0,2

The direct and indirect interests of each director who held in excess of 1% of the issued securities at 31 December 2003 and 2002 were as follows:

 

		ORDINARY	'N' ORDINARY
BENEFICIAL %
	C JOWELL	15,8	13,4
	N I JOWELL	17,0	13,2

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
			CENTS	R'000
23	20/06/03	30/06/03	6,75	3 829
24	19/12/03	31/12/03	6,75	3 829

STRATE
Holders of securities are again reminded that paper certificates are no longer good for delivery and those who have not yet dematerialised their holdings 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 system of electronic settlement on the JSE Securities Exchange South Africa.

CORPORATE GOVERNANCE
The report on corporate governance is presented on pages 65 and 66.

SUBSIDIARY
The company holds 74% (2002: 74%) of the 700 000 (2002: 700 000) issued ordinary shares of Mobile Acceptances (Pty) Ltd. Details of this investment are as follows:

 

	2003	2002
	R'000	R'000
SHARES AT COST	1 184	1 184
AMOUNT OWING	-	1 500
TOTAL INTEREST IN SUBSIDIARY	1 184	2 684
NET INCOME	1 266	653

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SPECIAL RESOLUTION
At the annual general meeting held on 23 May 2003, shareholders passed a special resolution, which was registered on 30 May 2003, to grant the company a general authority for the acquisition by the company or any of its subsidiaries of shares issued by the company, which authority is valid until the earlier of the next annual general meeting, provided that it shall not extend beyond fifteen months from the date of passing of the resolution or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the company.

SPECIAL RESOLUTIONS OF SUBSIDIARIES
No special resolutions were passed by the company's subsidiaries during the year under review.

INTEREST IN TRENCOR
During the year under review, the number of shares in issue in Trencor increased by 595 000 shares as a result of the exercise of options by certain of its employees.

Mobile acquired an additional 222 992 shares in Trencor (156 992 shares on 22 October 2003 at a cost of R10,30 per share and 66 000 shares on 17 December 2003 at a cost of R10,00 per share). As a result the company's interest in the issued share capital of Trencor at 31 December 2003 was 47,26% compared to 47,30% on 31 December 2002. 

ANALYSIS OF SHARE AND DEBENTURE HOLDERS

An analysis of share and debenture holders and of holders who held 5% or more of the issued securities at 19 December 2003 is presented on page 83.

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