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INVENTIVE TECHNOLOGY
INFRASTRUCTURE SOLUTIONS
TO PROVIDE YOU WITH A
SUSTAINABLE BUSINESS
ADVANTAGE.
ANNUAL REPORT 2000
The philosophy of Faritec
Holdings Limited is directed
towards creating and
maintaining long-term
customer relationships.
In order to achieve this,
Faritec will co-operate and
adjust with its customers as
their IT business needs
evolve. This may necessitate
growing the business through
acquisition into related areas
that continually provide
customers with the ability
to take on their day-to -day
challenges.
Faritec Holdings Limited
draws upon a resource
of highly skilled and
experienced staff to deliver
its range of services.
GROUP PHILOSOPHY
We will work hard to do
better, comforted in the
loyalty and support of our
staff and the retention of our
solid, blue chip client base.
TABLE OF CONTENTS
Group Philosophy IFC
Table of Contents 1
Financial Highlights 2
Group Structure 3
Directorate 4
Review of the Chief Executive Officer 6
Review of the Managing Director 8
Midrange Distribution Services (MDS) 10
Review of Results 14
Corporate Governance 16
Directors’ Responsibility 18
Report of the Independence Auditors 19
Report of the Directors 20
Income Statements 22
Balance Sheets 23
Cash Flow Statements 24
Notes to the Cash Flow Statements 25
Notes to the Financial Statements 26
Schedule of Interest in Subsidiary Companies 33
Group Value-Added Statement 34
Share Ownership Analysis 35
Notice of the Annual General Meeting 36
Corporate Information 38
Form of Proxy 39
Notes to the Proxy 40
Notes IBC
PAGE 1
Reashoma 12
F INANCIAL HIGHLIGHTS
2000 1999 Percentage
change
Trading
Revenue (R’000) 203 273 233 257 (12,9)
Operating profit before abnormal items (R’000) 13 160 24 657 (46,6)
Headline earnings (R’000) 12 156 20 416 (40,5)
Attributable earnings (R’000) 8 823 20 416 (131,4)
Ordinary share performance
Earnings per share (cents) 6,2 15,9 (61,0)
Headline earnings per share (cents) 8,6 15,9 (45,9)
Financial ratios
Return on equity (%) 12,8 71,2 (82,0)
Number of employees 150 110
GROUP STRUCTURE
As a young company, we’ve
learned the hard way. But there
is no doubt that we still have
the motivation, and the energy,
as well as a capacity for the hard
work and the long hours that
are needed to continue to build
Faritec as a significant player
into the future.
FARITEC (PTY) LTD MDS (PTY) LTD
PRODUCT SERVICESREASHOMA(PTY) LTD
FA R I T E C H O L D I N G S LT D
PAGE 2 PAGE 3
SIMON
MAXWELL
TOMLINSON (36)
Chief Executive Officer
Appointed
19 August 1998
DIRECTORATE
E X E C U T I V E D I R E C T O R S
PETER
JOHN
WINN (35)
B.Soc. Sc. (Natal)
Director of Services
Appointed
19 August 1998
JONATHAN
LONG (37)
B.Comm, B.Acc,
CA (SA) (Wits)
Group Financial
Director
Appointed
19 August 1998
ALLAN
RICHARD
TIMM (40)
Managing Director
Appointed
19 August 1998
NON-EXECUTIVE D IRECTORS
KEVIN
DAVID
CIMRING (32)
BA. LLB (Wits)
Appointed
19 August 1998
BUTANA
MANGALISO
KHOZA (33)
B.Comm CA
(SA) (UCT)
Appointed
19 August 1998
DR DUARTE
FERDINANDO
DA SILVA (35)
PhD. BSc
(Mech Eng) (Wits)
Appointed
19 August 1998
SEAN
JOSHUA
KATZ (31)
B.Compt (Hons) CA
(SA) (Unisa)
Appointed
19 August 1998
PAGE 4 PAGE 5
After the highs Faritec enjoyed in 1999, it has to be said that the past year has been
disappointing for Faritec. Not only did we face depressed economic conditions in the
IT industry generally, but also Faritec’s product division and to a lesser extent its
contracting division did not achieve forecasts. An increase in operating expenses due
to corporatisation and the management resource consumed in the unsuccessful TBC
and Paracon transactions were also contributing factors. The result? After impressive
growth during the 1999 financial year, this has been a difficult time for the company
and its shareholders. Nothing less than a fairly unsparing assessment of the situation
is called for.
What conclusions can be drawn from this, or what has been learned? Firstly, that Faritec
and its employees have taken the hard-earned lessons of the past year fully on board.
Secondly, that despite the disappointments, the fundamentals of the company remain
sound at the core. Thirdly, that the focus of Faritec for the year ahead is a return to basics,
building on the existing divisions to restore the earning potential of a company with a
good track record in an industry that promises growth. The negatives that hit similar
companies in Faritec’s sphere of operations, such as the Y2K hiatus, are not likely to recur,
and prospects for the years ahead are better now than they have been for some time.
Within South Africa, an economy in mild recession and heightened competition in
the sector we operate in helped to depress profits below expectations, particularly in
the second half of the year. In addition, many of the expenses borne by Faritec in the
past year were necessary, corporatisation chief amongst them. Unlike many other
companies in the IT sector, Faritec now has key corporate functions relating to human
resources and marketing in place, which sets us apart from many other youthful IT
sector companies, and allows us to attract and retain high quality staff. Also, tight cost
controls are now being applied across the board. The local acquisitions of previous years
have been successfully incorporated and are firmly bedded in.
REVIEW OF CHIEF EXECUTIVE OFF ICER
“E-commerce is at the
crest of the innovation
wave worldwide,
particularly in the
business-to-business
arena. Cognisant of
this, Faritec is in the
process of launching
an e-commerce initiative
focussed on service
provision, which will
grow further services
revenues through
hosting, outsourcing
and infrastructure
management skills”
The core client base has remained stable, even
though conditions on the product side of the
business (where over half our revenues are
earned) were difficult – a reflection of the trading
conditions in the IT sector worldwide.
Although at the operational level Faritec has not
had a good year, the upside is that the balance
sheet remains strong, with money in the bank and
a solid three-year plan for full recovery in place.
The methods of achieving this goal are clear and
unambiguous :
To cut surplus costs
To re-focus the product side of the business and
take it into new markets
To launch an e-business venture to leverage
annuity-based services revenue
To expand the drive into contracting and
services, growing annual annuity income and a
re-invigorated focus on e-business hosting.
As in the past, one of the secrets of Faritec’s
success is its ability to offer solutions to
individual clients with individual needs on a
tailored basis.
To devise a three-year plan to shift the focus
from product-based business to the emerging
value-added technology infrastructure and
service sectors.
Obviously it has not been a good year for
Faritec and those in the market who support us.
Our fundamentals are sound and our enthusiasm
for our sector is undimmed. We will work hard to
do better, comforted in the loyalty and support of
our staff and the retention of our solid, blue chip
client base. We have remained profitable,
and achieved steady growth in our services and
outsourcing division. We can do much better over
the next three years and there is no doubt
that we are in the right industry at the right time.
The difficult economic conditions of the past year
have shaken out some of our competition. As a
young company, we’ve learned the hard way. But
there is no doubt that we still have the motivation,
and the energy, as well as a capacity for the hard
work and the long hours that are needed to
continue to build Faritec as a significant player into
the future. Objectively, there’s no reason why Faritec
cannot continue to build on its strengths. It’s a matter
of re-focusing on our core business and expanding
into high-earning value added service sectors.
In short, we at Faritec can and will do better.
In the meantime, our thanks and appreciation goes
to those who have stayed the course with us, our
shareholders, our Board, our clients and last, but
most certainly not least, our staff. Together, with
a positive outlook, hard work and commitment,
we will continue to build Faritec into a leader
in its sector.
Simon Tomlinson
Chief Executive Officer
1 November 2000
PAGE 6 PAGE 7
REVIEW OF THE MANAGING DIRECTOR
The past year has seen Faritec build a much stronger position in terms of internal organisation and corporate
governance. The year started off with preparing Faritec to grow into a much larger organisation through organic
growth and a major international acquisition, the latter of which ultimately did not transpire. However, the
preparations for growth, and the investments required, were in areas of operation that were part of Faritec’s new
core business annuity revenue streams, in becoming a more service-centric organisation. Despite the setbacks
the company has experienced, we ended the year with some positive achievements.
Our primary operational goal was to build a strong product offering, infrastructure and methodology.
This included focus on strategic HR issues, attracting and retaining strategically skilled staff, while becoming
leaner in non-core areas of operations. The investments made during the year have positioned Faritec to move
very confidently into the future.
We also achieved milestones in the other areas of operations. In our traditional value-added product based
platform business, we continue to dominate the market with our offerings of the IBM RS/6000 product family
and related storage solutions. The people delivering these value-added platform solutions have matured into a
strong team that will continue to target new defined markets, and grow the business.
Our Services Division continues to go from strength to strength with their primary objective to build and
maintain long-term annuity revenue streams, and to grow at a faster pace than our traditional products based
division. Strategic investments here have produced a sound business model for outsourcing. This encompasses
not only a formalised engagement process but also a formalised delivery infrastructure and methodology, adding
significant value to our clients as quickly as possible after the deal is concluded.
Our Contracting Division, which emerged through the acquisitions of DP Dynamics and Top Data, has been fully
integrated into the company’s infrastructure and culture and all our energies can be fully focused on growing
the business. The division has a base of blue chip customers that have continued to deliver constant revenue
streams to the Faritec organisation. The division is also now well positioned to be integrated into our Services
Division as part of our primary strategy of delivering value-added services to our clients. This integration into our
Services Division will result in building revenue continuity into our business model through the signing of
formal medium to long-term contracts to achieve specific objectives, and therefore reduce any risk for our clients.
In our coastal operations, we also look much stronger.
In the Western Cape in particular we were able to
recruit some highly respected people in technical,
sales and management roles, all of whom have
enhanced the critical mass of intellectual capital
locally. The Western Cape office has also developed
solid relationships in local business circles, so the
outlook for future growth is very good, and we feel
more confident about this region than ever before.
Our Gauteng market remained profitable but
the development here was stable but quieter
than anticipated. While we did conclude some
large corporate business deals, Gauteng was
adversely affected by the year-end slow down and
procrastination of the decision-making process
over the Y2K period. We kept our staff turnover at
unusually low levels for our industry during this
difficult period however, and Faritec is continuing
to build a corporate culture that will allow us
to retain the correct mix of intellectual capital to
enable us to remain an employer of choice.
Our partner Reashoma had a healthy year with new
contracts secured in both the public and private
sectors. During the reporting period Faritec placed
a team of experienced sales and technically
skilled persons on secondment with Reashoma to
develop the company. On its own account as well,
Reashoma continues to prove its value as a
key strategic partner for Faritec, well-placed to
target key strategic sectors of the public and
parastatal markets, as well as progressive private
sector companies.
Acquisitions of earlier years are fully integrated into
Faritec operations, with the focus now shifting to the
higher end of the market where significantly more
value-added services can be delivered to our
customers, resulting in higher margins.
In conclusion, Faritec enters the new year well
placed within our sector. We have the right
infrastructure in place and we have built up a strong
pipeline of medium to longer-term contracts and
outsourcing opportunities. Faritec is concentrating
on core business areas, staying with what
we’re good at delivering. We will also focus
on a no-nonsense e-commerce business strategy,
which will focus on generating cash and raising
bottom-line profits on a sustainable basis going
forward. E-commerce, particularly from a business-
to-business perspective, is presently on the crest of
the new IT wave, and Faritec has the skills and
knowledge to make its mark there. As a team we
look forward to the challenge.
Allan Timm
Managing Director
PAGE 8 PAGE 9
“It's about building
on basics, doing
what Faritec knows
best. It's built on
the existing product
range, it epitomises
the stress on high-
end value-added
services”
A Vi e w i n t o t h e F u t u r e
Faritec's emphasis for the year ahead is clearly embodied in the vision for Midrange
Distribution Services. A brand new joint venture between IBM's two biggest
midrange system partners, Faritec and TCM, MDS provides a good example of
Faritec's immediate future. It's about building on basics, doing what Faritec
knows best. It's built on the existing product range, it epitomises the stress
on high-end value-added services and it focuses on Faritec's own back yard
– sub-Saharan Africa.
In sub-Saharan Africa, IBM now uses MDS to carry out its distribution services.
The deal is exclusive and MDS supplies hardware and services not to the end-user,
but to business partners who then sell it with the services outsourced to MDS.
MDS goes with the business partner (we have 70 in place across Africa so far) to the
end user, and helps them build a total solution.
The system is also risk-averse, with products and services paid for upfront, or
backed with credit guarantees, using seasoned partners, trading on a positive cash
flow basis. The size of the African market? Data is notoriously unreliable for this
region, but IBM estimates it at about US$100 million. Faritec's target, through MDS,
is to take as much of that as possible. It's entirely feasible. Multinationals such as
MIDRANGE DISTR IBUTION SERVICES (MDS)
BP, or Coca Cola, have approached IBM regarding
their difficulties in finding credit-worthy African
business partners. MDS bridges the gap, at no risk
to itself, using its own credit lines with IBM and the
multinationals. We are busy right now with a
US$3 million roll-out for BP in Namibia. Potential
competitors are ruled out because they are located
overseas and can only sell products – not services
adapted to local African conditions. These
services include service contracts, call centres, pre
and post sales services, outsourcing contracts and
so on. The full service strategy means MDS
generates annuity streams, in addition to revenues
from hardware sales.
Like Faritec, MDS builds on past experience,
the continuities of sound relationships with IBM and
a strategic foray into accessible markets with a
considered business plan. MDS sells not just
products but the sort of specialist services that Faritec
built its reputation on in the first place. It combines
the best of proven experience with value-added
revenue streams and a positive cash flow. MDS is
well placed to grow its product and services market
share in Africa over the next three years.
David Futter
MDS Managing Director
PAGE 10 PAGE 11
" We a r e Wo r k i n g "
Stability with encouraging signs of growth in key strategic areas of business: this sums
up the past twelve months for Reashoma as a self-contained, autonomous entity within
Faritec. While growth was not spectacular, there were some solid gains, a major
pioneering business deal and the expansion of product lines adding Compaq and IBM
Tier One PC servers to Reashoma's range.
Perhaps most encouraging for Reashoma's niche is the steadily improving relationship
with government and parastatals as government itself begins to recruit IT expertise and to
understand the strategic importance of IT. Now Reashoma has people in government that
understand the public sector, which is very good for successful tendering for major
projects. Indeed, over the past four years Reashoma has mastered the intricacies of
preferential government procurement and tendering opportunities with affirmative action
requirements. The passing of the Preferential Procurement Act cemented this process into
the law. What's more, new opportunities are opening up for IT business in the other
provinces where Faritec does not already have a presence and at local government level
where "unicities" are being established. So we are looking at a whole range of new
markets in the public sector, which will boost our growth appreciably.
Similarly, Reashoma is experiencing steady growth in private sector business. We benefit
from the growing trend towards outsourcing. There are also spin-offs from the corporate
social responsibility policies of progressive companies and legislated employment equity
(EE) requirements regarding procurement from emerging businesses.
“... most
encouraging
for Reashoma's
niche is the
steadily improving
relationship with
government and
parastatals as
government itself
begins to recruit
IT expertise
and to understand
the strategic
importance of IT”
REASHOMA
On the importance of training and skills transfer,
Reashoma has had a good year, with some 90
black trainees in information technologies learning
skills on the job and thus supporting the revenue
stream as they learn. This is so successful that there
are projects where government is meeting some of
its own employment equity IT training schemes by
outsourcing to companies such as Reashoma who can
do the job and do the training at the same time.
The SA Post Office is one such example.
It approached Reashoma with a proposal whereby
recruits trained on state contracts are hired by
government when the job is complete.
Also important is that Reashoma's relationship within
Faritec continues to expand and strengthen in an
unusually close and successful partnership, cemented
by good interpersonal relationships, built over time.
This is what allows the vigorous forward movement
on the EE front, with an agreed plan and budget in
place and the all-important commitment from top
management downwards to make it work. This will
grow the company, while giving the black IT sector a
boost in South Africa to the benefit of the industry as
a whole.
In summary, after a period in which business has been
stable and encouraging areas of growth have been
encountered, the prospects for the future look good.
What's more, they rest on solid foundations, which
makes success attainable. As a team, Faritec and
Reashoma are excited about the next few years.
Albert Mashigo
Reashoma – Director
PAGE 12 PAGE 13
REVIEW OF RESULTS
" Management has continued to cut costs withoutaffecting operationalefficiencies and the positive effectsthereof should be seen in the new financial year"
Adverse trading conditions made the year in review a difficult one for Faritec,
as reflected in the results.
Revenue declined by 13% to R203million, primarily as a result of a 24% decrease
in product revenue. The anticipated post Y2K upswing in product revenue did
not materialise. On the services side, contracting revenue decreased by 13%,
but this was offset by a 21% increase in the outsourcing and facilities
management divisions.
As a result earnings per share (EPS) declined to 6.2 cents. On a headline basis
EPS declined to 8.6 cents, after taking into account the abnormal item which arose
as a result of the unsuccessful TBC transaction.The EPS calculation includes shares
that are still to be issued in respect of profit warranties achieved in the past year.
Operating margins fell from 11.3% in the first six months to 6.5% for the full year.
Beside margin pressure on product sales, operating expenses also increased to
provide the infrastructure that would have been necessary had the U.K. acquisition
been successfully implemented. It only became clear to management at the end of
the financial year that the acquisition would not occur. At that stage, a substantial
portion of the unnecessary expenditure was trimmed. Management has continued
to cut costs without affecting operational efficiencies and the positive effects
thereof should be seen in the new financial year.
Cash and cash equivalents grew by 32% to R64
million while cash on hand increased 114% to
R27million. The balance is held in preference
shares. Debtors’ collections receive continuous
senior management attention, with the result that
debtors days have fallen from 42 days in 1999 to
37 days in 2000. Other than minor spare parts,
Faritec’s policy is not to hold stock, the bulk of the
stock on hand at 30 June 2000 being stock await-
ing delivery. Trade and other payables include
accruals for the closure of the U.K. operation, as
well as costs related to the unsuccessful TBC
acquisition. Vendors’ loans at 30 June 1999
represented best estimates of the balance owing to
vendors of businesses acquired. At 30 June 2000,
these estimates have been revised as a result of
profit warranties not being achieved. Shareholders’
interests have increased due to profits made and a
reduction in the intangible assets set off against
share premium. In June 1999 intangible assets
arising from acquisitions were set off against share
premium. As a result of the decrease in the
vendors’ loans, these intangible assets have ceased
to exist, with the resultant increase in share
premium
The directors firmly believe that a renewed
focus on Faritec’s core competencies in providing
infrastructure solutions, together with strong fiscal
discipline will allow the company to re-establish
itself for long-term growth.
Jonathan Long
Group Financial Director
PAGE 14 PAGE 15
CORPORATE GOVERNANCE
The Board of Directors recognises and is committed to the principles of openness, integrity and accountability
advocated by the King Committee’s Code of Corporate Practices and Conduct. Specifically, the directors wish
to report on the following:
THE BOARD OF DIRECTORS
The Board of Directors of Faritec Holdings Limited, chaired by Simon Tomlinson, is balanced between
executive and non-executive directors. The non-executive directors provide independent judgement on issues
of strategy, performance, resources and standards of conduct. The Board meets quarterly and retains full and
effective control over the Group. Specifically, it directs and controls the management of the Group, is
responsible for strategic and fiscal policy, ensures the achievement of the ongoing synergies between the
various business units and is involved in all decisions affecting the Group which it considers to be material.
Full details of the Board of Directors is set out on page 21 of the annual report.
T H E A U D I T C O M M I T T E E
The Audit Committee is chaired by a non-executive director and comprises both executive and
non-executive directors. The Audit Committee meets periodically with the Group’s external and internal
auditors and executive directors to discuss issues of accounting, auditing, internal controls and financial
reporting. The external and internal auditors have unrestricted access to the chairman of the Audit Committee.
I N T E R N A L A U D I T
The Group has an independent internal audit function, which has the objective of assisting executive
management and the Audit Committee in the discharge of their responsibilities, and which monitors the
effectiveness of the accounting systems and related internal financial controls on a continuing basis.
The internal audit function reports its findings and its recommendations to management and the Board of
Directors.
T H E R E M U N E R AT I O N C O M M I T T E E
The Remuneration Committee is chaired by a non-executive director and comprises non-executive directors.
This committee is responsible for ensuring that the directors and senior management of the Group are
rewarded fairly in accordance with their contribution to the Group’s financial performance. Details of
directors’ emoluments are set out on page 32 of the annual report.
I N T E R N A L C O N T R O L S
The directors are responsible for the Group’s system of internal control, which includes internal financial
controls designed to provide reasonable, not absolute, assurance against material misstatement and loss.
The Group maintains internal financial controls to provide assurance regarding the safeguarding of assets
against unauthorised use or disposition, the maintenance of proper accounting records and the reliability of
financial information used within the business or for publication. The Board reports that there is no indication
of any material breakdown of financial control over the last financial year.
M A N A G E M E N T R E P O R T I N G
The performance of the Group is monitored by monthly management meetings having board representation
and is supported by management reporting disciplines which include preparation of annual budgets and
quarterly revisions. The monthly results are reported against budget and revisions. Working capital and
borrowing levels are monitored on an ongoing basis.
The external auditors, working in partnership with management, provide assurance to the Board, through the
Audit Committee, that financial systems and reported financial information can be relied upon.
E M P L O Y E E PA R T I C I PAT I O N
The Board is committed to improving communication with employees and encourages employees to
participate at all levels in the decision making processes of the Group. A share incentive scheme has been
established to provide an incentive to employees to remain in the service of the Group and to increase their
proprietary interest in the Group’s success. Details of the share option scheme are set out in the prospectus
issued on 13 November 1998.
The Group intends to implement a further incentive scheme known as the Faritec Preference Share Scheme,
details of which are included in the accompanying circular.
A F F I R M AT I V E A C T I O N
The Board is committed to providing equal opportunities for all employees, irrespective of ethnic origin
or gender. Particular emphasis is given by the Group to education and training.
E T H I C S
Directors and employees of the Group are required to maintain the highest ethical standards, ensuring that
business practices are conducted in a manner which, in all reasonable circumstances, is beyond reproach.
G O I N G C O N C E R N
The directors have no reason to believe that the Group will not be a going concern in the year ahead. For this
reason, they continue to adopt the going concern basis in preparing the financial statements.
PAGE 16 PAGE 17
I declare that, to the best of my knowledge, the company has lodged with the Registrar all such returns as are required
of a public company in terms of the Companies Act, 1973, as amended, and that all such returns are true, correct and
up to date.
Jonathan Long
Company Secretary
Johannesburg
7 September 2000
DIRECTORS ’ RESPONSIB IL ITY
DECLARATION BY COMPANY SECRETARY
The directors are responsible for the preparation and integrity of the financial statements and other information
contained in the annual report.
To fulfil this responsibility, the Group maintains systems of internal accounting and administration controls designed
to provide reasonable assurance that assets are safeguarded and transactions are executed and recorded in accordance
with the Group’s policies and procedures.
The financial statements are prepared in accordance with generally accepted accounting practice applied
consistently throughout the year and are examined by the external auditors in conformity with generally accepted
auditing standards. The auditors report is set out on page 19 of the annual report.
The financial statements have been approved by the Board of Directors and are signed on their behalf by:
Simon Tomlinson Jonathan Long
Chief Executive Officer Financial Director
Johannesburg
7 September 2000
REPORT OF THE INDEPENDENT AUDITORS
PAGE 18 PAGE 19
To the members of Faritec Holdings Limited
We have audited the annual financial statements and group annual financial statements set out on pages 20 to 33
for the year ended 30 June 2000. These financial statements are the responsibility of the company’s directors.
Our responsibility is to express an opinion on these financial statements based on our audit.
S C O P E
We conducted our audit in accordance with statements of South African Auditing Standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material
misstatement. An audit includes :
• examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
• assessing the accounting principles used and significant estimates made by management, and
• evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
A U D I T O P I N I O N
In our opinion, the financial statements fairly present, in all material respects, the financial position of the
Company and the Group at 30 June 2000 and the results of their operations and cash flows for the year then ended
in accordance with South African Statements of Generally Accepted Accounting Practice and in the manner required
by the Companies Act in South Africa.
Johannesburg
7 September 2000
REPORT OF THE DIRECTORS
The directors submit the financial statements of the Company and the Group for the year ended 30 June 2000.
N AT U R E O F B U S I N E S S
Faritec Holdings Limited, through its subsidiaries is involved in the provision of mid-range systems and services, whichare typically mission critical and highly sophisticated.
F I N A N C I A L R E S U LT S
Profit attributable to shareholders amounted to R8,823 million (1999 – R20,416 million) or 6,2 cents (1999 – 15,9cents) per share, after adjusting for abnormal items of R3,33 million (1999 – Nil). Headline earnings amounted toR12,156 million (1999 – R20,416 million) or 8,6 cents (1999 – 15,9 cents) per share.
Full details of the financial results of the Company and Group are set out in these financial statements.
D I V I D E N D S
No dividends have been declared or are recommended for the financial year under review. As stated in the prospectus issued on 13 November 1998, funds generated will be retained in the business to assist with the group’santicipated growth.
S H A R E C A P I TA L
Authorised share capital
The authorised share capital of the company remained unchanged throughout the financial year under review.
Issued share capital
The following changes in share capital and share premium took place during the financial year under review :-
Number of Nominal Shareshares issued value premium
’000 R’000 R’000
Balance at beginning of year 138 005 138 8 118 Issued in respect of profit warranties 1 966 2 6 498 To be issued in respect of profit warranties 2 029 2 1 998 Share issue expenses written off - - (20)Goodwill set off – prior year set off reversed - - 29 284
– current year set off - - (6 284)
Balance at end of year 142 000 142 39 594
PAGE 20 PAGE 21
E M P L O Y E E S H A R E I N C E N T I V E S C H E M E
The Faritec Share Incentive Scheme was established in order to provide an opportunity to employees to participate inthe Group’s growth and success.
The total number of shares in terms of which options may be granted is equivalent to 10% of the issued share capital ofthe company. 13 543 000 shares have been reserved for this purpose. As at year end 5 005 000 (1999 – 5 005 000)shares have been issued.
The board is proposing an additional scheme to provide an incentive to certain employees of the Faritec Group. The name of the new scheme will be the Faritec Preference Share Scheme. The aggregate number of shares in theissued share capital of Faritec for both the aforementioned schemes will not exceed 15% of the shares then in issue.A circular requiring the shareholders’ approval in this regard accompanies the annual report.
D I R E C T O R AT E A N D S E C R E TA R Y
The following persons were directors of the Company during the financial year under review:-
SM Tomlinson (CEO) J LongAR Timm PJ WinnKD Cimring * DF da Silva *SJ Katz * BM Khoza *
* Non-executive
Mr J Long was the Company Secretary throughout the financial year under review.
In terms of the Articles of Association of the Company, Messrs SJ Katz, BM Khoza, and KD Cimring retire by rotationat the forthcoming annual general meeting. Mr BM Khoza, being eligible, offers himself for re-election. Messrs SJ Katz,and KD Cimring are not available for re-election.
As at 30 June 2000, the aggregate direct and indirect, beneficial and non-beneficial interests of the directors in thefully paid issued share capital of the Company, was 47 861 300 shares (1999 – 51 091 300 shares). There has beenno material change in the directors’ interest in the issued share capital between 30 June 2000 and the date of this report.
P R O P E R T Y, P L A N T A N D E Q U I P M E N T
The Group acquired property, plant and equipment at a cost of R1 891 000 (1999 – R6 538 000) during the financialyear under review.
P O S T B A L A N C E S H E E T E V E N T S
No material facts and circumstances have occurred between the accounting date and the date of this report.
I N V E S T M E N T I N S U B S I D I A R Y C O M PA N I E S
The financial information in respect of the Company’s interest in its subsidiary companies is set out in note 7 to the financial statements, and in the schedule on page 33 of the annual report.
The aggregate profits after taxation of the subsidiaries attributable to the holding company are R5 049 000 (1999 – R19 585 000).
S T R AT E
The Johannesburg Stock Exchange has advised the Company that the proposed date for the conversion of Faritec Sharecertificates to electronic format is the 9 April 2001. Further correspondence will be addressed to all shareholders prior to that date to advise shareholders of steps that they are required to follow to ensure successfuldematerialisation.
NOTES TO THE F INANCIAL STATEMENTSfor the year ended 30 June 2000
1 . A C C O U N T I N G P O L I C I E SThe financial statements have been prepared on the historical cost basis and incorporate the following principal accounting policies which are consistent with those applied in the previous year. These policies comply with South African Statements of Generally Accepted Accounting Practice.
1.1 Basis of consolidationThe consolidated financial statements comprise the financial position and the results of operations of the company and its subsidiaries. The results of the subsidiaries are included from the effective date of acquisition. All significant inter-company transactions and balances are eliminated on consolidation.
1.2 Property, plant and equipmentPlant and equipment is stated at cost less the related provision for depreciation. Depreciation is provided on the straight line basis at rates considered appropriate to reduce the book values to estimated residual values over the expected useful lives of the assets as follows:
Computer software 3 – 5 yearsFurniture and fittings 10 yearsOffice equipment 3 yearsMotor vehicles 4 years
Properties are stated at cost and are not depreciated as they are held for investment purposes.
1.3 GoodwillThe excess of the purchase price of a business acquired over its net asset value is attributable to goodwill, which has been written off against the share premium.
1.4 InventoriesInventories, which consist of goods for resale, is valued at the lower of cost and net realisable value. Cost is determined on the first-in first-out basis.
1.5 Translation of foreign currenciesTransactions in foreign currencies, which are not covered by foreign exchange contracts, are translated at therates of exchange ruling on the dates of the transactions. The related monetary assets and liabilities at the balance sheet date are translated at the rates of exchange ruling on that date.
1.6 Financial instrumentsFinancial instruments carried on the balance sheet include cash and bank balances, investments, receivables, trade creditors and borrowings. These instruments are carried at their estimated fair value.
1.7 Cash and cash equivalentsCash and cash equivalents includes cash on hand, deposits held on call with the banks, investments in money market instruments, preference shares and bank accounts.
1.8 RevenueSoftware and servicesSoftware revenue comprises sales to customers and license fees received, and excludes value added taxation.In the case of long term license contracts, the fees are recognised in accordance with the terms of the agreement, usually over the period of the agreement.
Fees for the provision of services are recognised when the services are rendered, and exclude value addedtaxation.
Hardware and networking distributionHardware revenue comprises sales to customers and excludes value added taxation.
PAGE 26 PAGE 27
Group Company2000 1999 2000 1999
R’000 R’000 R’000 R’000
2 . A B N O R M A L I T E M S
Merger and restructuring costs 4 435 - - -
3 . N E T I N C O M E B E F O R E TA X AT I O N
Income before taxation is stated after taking into
account the following :-
Dividends received 3 908 1 000 3 908 1 000
Finance income 1 830 1 977 - -
Profit on disposal of property, plant and equipment 34 16 - -
Auditors remuneration
– Fees 275 250 - -
Depreciation 1 577 987 - -
Finance charges - 340 - -
4 . TA X AT I O N
SA normal taxation – current 1 598 5 703 - -
Tax rate reconciliation :-
Statutory tax rate 30,0% 30,0% 30,0% 30,0%
Exempt income (11,1%) (1,1%) (30,0%) (30,0%)
Non-deductible items 2,0% 0,3% - -
Allowances (5,8%) (7,5%) - -
Effective tax rate 15,1% 21,7% - -
5 . E A R N I N G S P E R S H A R E
Earnings per share has been based on earnings of R8 823 000 (1999 – R20 416 000) and headline earnings
on earnings of R12 156 000 (1999 – R20 416 000) after adjusting for abnormal items, net of tax savings, of
R3 333 000. A weighted average of 142 000 000 (1999 – 128 703 846) shares in issue during the financial year
under review has been used for earnings per share and 142 000 000 (1999 – 158 122 561) for fully diluted
earnings per share. The fully diluted share weighting has taken into account shares to be issued in terms of cer-
tain profit warranties issued.
Group Company
2000 1999 2000 1999
R’000 R’000 R’000 R’000
6 . P R O P E R T Y, P L A N T A N D E Q U I P M E N T
Cost
Computer software 1 379 676 - -
Furniture and fittings 1 689 1 177 - -
Office equipment 3 026 2 569 - -
Motor vehicles 136 305 - -
Properties 1 789 1 785 - -
8 019 6 512 - -
Accumulated depreciation
Computer software 431 71 - -
Furniture and fittings 464 289 - -
Office equipment 1 770 931 - -
Motor vehicles 53 125 - -
2 718 1 416 - -
Net book value at end of year
Computer software 948 605 - -
Furniture and fittings 1 225 888 - -
Office equipment 1 256 1 638 - -
Motor vehicles 83 180 - -
Properties 1 789 1 785 - -
5 301 5 096 - -
NOTES TO THE F INANCIAL STATEMENTSfor the year ended 30 June 2000
Group Company
2000 1999 2000 1999
R’000 R’000 R’000 R’000
Movement for the year :-
Net book value at beginning of year 5 096 - - -
Net assets acquired with businesses/subsidiaries - 3 930 - -
Additions 1 891 2 608 - -
Depreciation (1 577) (987) - -
Disposals (109) (455) - -
Net book value at end of year 5 301 5 096 - -
7 . I N V E S T M E N T I N S U B S I D I A R I E S
Investment in subsidiaries comprises :-
Faritec (Pty) Limited
– Shares, 100% holding at cost - - 6 450 33 291
– Amount owing - - 1 974 (30 971)
- - 8 424 2 320
The loan is unsecured, interest free and no fixed
terms for the repayment thereof have been arranged.
8 . I N V E S T M E N T S
Unlisted investments 7 660 6 620 1 040 -
Directors’ valuation 7 660 6 620 1 040 -
PAGE 28 PAGE 29
NOTES TO THE F INANCIAL STATEMENTSfor the year ended 30 June 2000
Group Company
2000 1999 2000 1999
R’000 R’000 R’000 R’000
9 . S H A R E I N C E N T I V E T R U S T
1 0 . I N V E N T O R I E S
Merchandise and components 2 257 2 777 - -
No inventories are carried at net realisable value.
11 . S H A R E C A P I TA L
Authorised
500 000 000 ordinary shares of 0,1 cent each 500 500 500 500
Issued
139 971 000 (1999 – 138 005 000)
ordinary shares of 0,1 cent each 140 138 140 138
To be issued
2 029 000 ordinary shares of 0,1 cent each 2 - 2 -
142 138 142 138
11.1 Shares issued during the year and to be issued
• On 20 June 2000 1 965 778 shares were issued at various prices in respect of profit warranties achieved
by businesses acquired in previous financial years.
• 2 029 222 shares are still to be issued in respect of profits warranties achieved by businesses acquired in
previous years. Due to the nature of the contract with the vendors, the Company is only required to issue
these shares in October 2000.
11.2 Unissued shares
• The 358 000 000 (1999 – 361 995 000) unissued shares are under the control of the directors.
This authority is valid until the next annual general meeting.
The company has advanced R5 000 (1999 – R5 000)
to the Faritec Share Incentive Trust for the acquisition
of 5 000 000 Faritec Holdings Limited ordinary
shares. The company has granted options to enter
into deferred sale agreements in respect of 8 538 000
(1999 – 8 543 000) shares to be acquired by
employees at 98 cents (1999 – 98 cents). 5 000 of
these shares were issued during the previous year.
PAGE 30 PAGE 31
Group Company
2000 1999 2000 1999
R’000 R’000 R’000 R’000
1 2 . S H A R E P R E M I U M
Balance at beginning of year 8 118 - 37 402 -
Premium on shares issued during the year
– acquisition of subsidiaries/businesses - 99 616 - 99 616
– profit warranties 6 498 - 6 498 -
– private placement - 16 583 - 16 583
– share incentive trust issues - 5 - 5
Premium on shares to be issued
– profit warranties 1 998 - 1 998 -
16 614 116 204 45 898 116 204
Share issue expenses written off (20) (1 688) (20) (1 688)
Goodwill written off in terms of a special
resolution passed on 29 June 1999 - (77 114) - (77 114)
Goodwill set-off
– prior year set off reversed 29 284 - - -
– current year set off (6 284) (29 284) (6 284) -
39 594 8 118 39 594 37 402
1 3 . V E N D O R L I A B I L I T I E S
Total owing 6 200 43 700 - -
Current portion shown separately under
current liabilities (6 200) (7 500) - -
- 36 200 - -
Representing amounts owing in respect of
acquisitions made.
1 4 . I N T E R E S T B E A R I N G B O R R O W I N G S
Secured
Instalment sales agreement - 27 - -
Current portion shown separately under current
liabilities. - (7) - -
- 20 - -
The loan was repayable in monthly instalments
inclusive of interest, at the prime bank overdraft rate,
and was secured over certain plant and equipment.
NOTES TO THE F INANCIAL STATEMENTSfor the year ended 30 June 2000
Group Company
2000 1999 2000 1999
R’000 R’000 R’000 R’000
1 5 . D I R E C T O R S ’ E M O L U M E N T S
The aggregate of directors’ emoluments amounted to :-
For services as directors - - - -
For other services 989 720 - -
989 720 - -
1 6 . C O N T I N G E N T L I A B I L I T I E S
Secondary Tax on Companies that would be payable
if all retained earnings were distributed by way of a
dividend. 2 713 2 157 - -
17. CAPITAL COMMITMENTS
There were no capital commitments outstanding
at the end of the financial year.
18. BORROWING POWERS
In terms of the company’s articles of association,
the borrowing powers of the company are unlimited.
19. RELATED PARTY TRANSACTIONS
Arms length trading transactions occur between
divisions within the group companies and are
reversed on consolidation of the division accounts.
Certain of the premises from which the Group
operates are rented from companies in which
directors of Faritec Holdings Limited have an
interest. A market related rental is charged.
PAGE 32 PAGE 33
at 30 June 2000
Interest of holding company
2000 1999
Issued share Effective Shares Indebtedness Shares Indebtedness
capital holding R’000 R’000 R’000 R’000
Faritec (Pty) Limited 6 000 100% 6 450 1 974 33 291 (30 971)
Faritec PC Server Products (Pty) Limited 5 000 100% - - - -
Faritec Services (Pty) Limited 5 000 100% - - - -
Jafcal Systems (Pty) Limited
Faritec Software Applications (Pty) Limited 100 100% - - - -
FGH (SA) Decision
Support Services (Pty) Limited 8 100% - - - -
Reashoma Data Technologies (Pty) Limited 500 30% - - - -
MDS (PTY) Limited 100 50%
6 450 1 974 33 291 (30 971)
SCHEDULE OF INTEREST IN SUBS IDIARY COMPANIES
GROUP VALUE ADDED STATEMENTfor the year ended 30 June 2000
2000 1999
R’000 % R’000 %
Revenue 203 273 233 257
Cost of goods and services 163 133 179 683
Value added 40 140 53 574
Finance income 1 830 1 977
Total wealth created 41 970 100,0 55 551 100,0
Distributed as follows:
Employees
Remuneration and service benefits 22 186 52,9 19 736 35,5
Providers of capital
Finance charges - 340 0,6
Government 9 250 22,0 13 903 25,0
Taxation 1 598 5 703
Regional Service Council levies 409 413
Skills Development levy 28 -
Employee taxation 7 215 7 787
Retained to develop future growth 10 534 25,1 21 572 38,9
Depreciation 1 577 987
Minorities 134 169
Retained income 8 823 20 416
Total wealth distributed 41 970 100,0 55 551 100,0
The above figures exclude the effect of value added taxation.
Number of Number of
Shareholders % Shares held %
Size of shareholding
1 – 1 000 112 36,5 87 252 0,1
1 001 – 10 000 127 41,4 547 285 0,4
10 000 – 100 000 36 11,7 1 191 090 0,9
More than 100 000 32 10,4 138 145 151 98,6
Total 307 100,0 139 970 778 100,0
Category
Private individuals 227 74,1 1 196 602 0,9
Nominee companies or trusts 59 19,2 138 140 375 98,7
Pension and provident funds 1 0,3 207 000 0,1
Pty companies 8 2,6 230 301 0,2
Close corporations 6 1,9 15 500 0,0
Trustee of a trust 5 1,6 180 000 0,1
Investment companies 1 0,3 1 000 0,0
Total 307 100,0 139 970 778 100,0
Shareholder spread
Total non-public shareholders 3 36% 50 468 500
Public shareholders 304 64% 89 502 278
Total 307 100% 139 970 778
Interest > 5%
Big Five Nominees Limited 45 836 567 33%
SE Nominees (Pty) Limited 15 974 854 11%
Standard Bank Nominees Transvaal (Pty) Limited 7 106 684 5%
PAGE 34 PAGE 35
at 30 June 2000
SHARE OWNERSHIP ANALYS IS
The interest of any shareholder, other than
a director who, in so far as is known,
directly or indirectly, is interested in 5% or
more of the issued share capital
Notice is hereby given that the second annual general meeting of the shareholders of Faritec Holdings Limited will beheld in the boardroom, Faritec House, 150 Kelvin Drive, Woodmead, Wendywood, 2144 on 21 December 2000, at 8:30am for the following purposes :
As special resolutions:
1. Resolved that the company’s articles of association be and are hereby amended by:
• the deletion of article 13.2 in its entirety;
• the incorporation of the following new article 13.2 to read as follows:"13.2 acquire shares issued by itself or by its holding company;"
• by the insertion of the following new article 42.3 to read as follows:"42.3 Without in any way limiting or restricting the general powers of the directors, the directors are herebyauthorised to make payments to its members (or any of its members), subject to the provisions of the statutes,and , in particular, section 90 of the Companies Act and the requirements, from time to time, of the JSE."
The reason for proposing special resolution number one is to amend the company’s articles of associationso as to enable the company to:
• effect a reduction of its share capital, stated capital or any capital redemption reserve fund or any share premium account of the company with the requirements, from time to time, of the Johannesburg Stock Exchange;
• acquire its own shares or the shares in its holding company; and
• make payments to its members as contemplated in section 90 of the Act.
2. Resolved that subject to special resolution number one, set out in this notice of general meeting at which this resolution is to be proposed, being passed by the requisite majority of shareholders and registered by the Registrarof Companies, the company may, subject to the Companies Act (Act 61 of 1973, as amended) and the requirements, from time to time, of the Johannesburg Stock Exchange, acquire shares issued by itself or shares inits holding company, provided that this authority shall be valid only until the next annual general meeting of thecompany and may be varied by special resolution by any general meeting of the company at any time prior to thenext annual general meeting.
The reason for proposing special resolution number two is to enable the company by way of general authority fromshareholders, subject to special resolution number one being passed and registered by the Registrar of Companies,to acquire its own shares or the shares in its holding company. The effect of the special resolution, once registered,will be to permit the company to acquire such shares in terms of the Companies Amendment Act (Act 37 of 1999)at any time prior to the next annual general meeting.
2. Resolved that the company’s Articles of Association be amended by the insertion of the following new Article 71.
"71 Insofar as the company’s shares are uncertified, the provision of section 91A of the Act shall apply and prevail.A certificate need not accompany instruments of transfer in relation to uncertified securities."
The effect of special resolution number three is to amend the Articles of Association of the company to give effectto the recent amendments to the Companies Act, 1973 (Act 61 of 1973), as amended ("Act"), by the Companies Amendment Act, 37 of 1999, and to allow for the issue by the company of uncertificated securities in terms of section 91A of the Act and the proposed implementation by the Johannesburg Stock Exchange of ShareTransactions Totally Electronic ("STRATE") and the reason therefore is to enable the company to, and to set the manner by which the company may:-
• settle transactions pursuant to the implementation of section 91A of the Act, and pursuant to the implementationof STRATE.
NOTICE OF ANNUAL GENERAL MEET ING
PAGE 36 PAGE 37
As ordinary resolutions:
1. To consider and approve the financial statements and Group financial statements for the year ended 30 June 2000.
2. To elect directors in accordance with the provisions of the Articles of Association of the Company.
3. To approve a specific authority for the directors to issue ordinary shares of 0,1 cent each for cash to the publicas and when suitable situations arise, subject to the following conditions :
• that this authority shall not extend beyond 15 (fifteen) months from the date of this annual general meeting;
• that a paid press announcement giving full details, including the impact on net asset value and earnings pershare, will be published at the time of any issue representing, on a cumulative basis within one year, 5% or more of the number of shares in issue prior to the issues;
• that issues, in the aggregate, in any one year may not exceed 10% of the number of shares of the Company’s issued share capital, provided further that such issues shall not in aggregate in any three year exceed 15% of the Company’s issued share capital; and
• that, in determining the price at which an issue of shares will be made in terms of this authority, the maximumdiscount permitted will be 10% of the average ruling price of the shares in question, as determined over the 30 days prior to either the date of the paid press announcement or, where no announcement is required and none has been made, the date of issue of the shares.
4. To re-elect the retiring auditors, Charles Orbach & Company, for the ensuing year.
5. Resolved that subject to the passing of and registration of special resolutions number 1 and 2 to be proposed at the annual general meeting at which this ordinary resolution will be considered, goodwill and trademarksaggregating to a maximum of R6 284 000 be and are hereby written off against the company’s share premiumaccount in terms of section 90 of the Act and article 13.2 of the company’s Articles of Association by reducing thecompany’s share premium from R42 878 000 to a minimum of R39 594 000.
6. To transact any other business as may be transacted at an annual general meeting.
A member entitled to attend and vote at the above meeting may appoint a proxy or proxies to attend, speak and, on a poll, vote in his stead. Such proxy need not be a member of the Company.
A proxy form is enclosed for use at this second annual general meeting. Proxy forms should be forwarded to reachFaritec Holdings Limited’s registered office not later than 48 hours before the time fixed for the meeting.
By order of the board
J LongSecretary1 November 2000
Registered office
Faritec House150 Kelvin DriveWoodmeadWendywood2144
Registered officeFaritec House150 Kelvin Drive, WoodmeadSandton, 2148
(PO Box 76784, Wendywood, 2144)
AuditorsCharles Orbach & CompanyChartered Accountants (SA)
First Floor, Barclays House261 Oxford RoadIllovo, 2196
(PO Box 821, Northlands, 2116)
Commercial BankerThe Standard Bank of South Africa Limited(Registration number 1962/000738/06)
156 Fifth StreetSandton, 2146
(PO Box 652360, Benmore, 2010)
Corporate advisorsPeregrine Structuring6A Sandown Valley CrescentSandown
(PO Box 650361, Benmore, 2010)
CORPORATE INFORMATION
S H A R E H O L D E R S ’ D I A R Y
Financial year end June 2000
Annual general meeting December 2000
Reports and profit statements
Half year interim report March 2001
Annual report and financial statements September 2001
SecretaryJonathan Long
Faritec House150 Kelvin DriveWoodmeadSandton, 2148
(PO Box 76784, Wendywood, 2144)
Transfer secretariesMercantile Registrars Limited(Registration number 1987/003382/06)
8th Floor11 Diagonal StreetJohannesburg, 2001
(PO Box 1053, Johannesburg, 2000)
AttorneysWerksmans
West WingWerksmans Chambers22 Girton RoadParktown, 2193
(PO Box 927, Johannesburg, 2000)
‘Faritec’
(Registration number 1998/004872/06)
Form of proxy
for the use by ordinary shareholders of Faritec ("ordinary shareholders") for the second annual general meeting of
Faritec to be held on 21 December 2000 ("the annual general meeting") in the boardroom, Faritec House,
150 Kelvin House, Woodmead, Sandton.
I/We
(Name/s in block letters)
being the registered holder/s of ordinary shares in Faritec, appoint (see note 1):
1. or failing him
2. or failing him
3. the Chairman of the annual general meeting
as my/our proxy to act for me/us and on my/our behalf at the general meeting which will be held for the
purpose of considering, and if deemed fit, passing, with or without modification, the resolutions to be
proposed threat and at any adjournment thereof, and to vote for and/or against the resolutions and/or abstain from vot-
ing in respect of the ordinary shares registered in my/our name/s, in accordance with the following
instructions (see note 2):
Number of votes
(one vote per ordinary share)
For Against Abstain
Special Resolutions
No 1 Amendment of articles
No 2 Authority for repurchase of shares
No 3 Amendment of articles
Ordinary Resolutions
No 1 Approval of financial statements
No 2 Re-election of director
2.1 BM Khoza
No 3 Authority to issue shares for cash
No 4 Re-election of auditors
No 5 Reduction of share premium
No 6 General
Signed at on 2000
Signature Assisted by (where applicable)
PAGE 38 PAGE 39
FARITEC HOLDINGS L IMITED
Notes
1. An ordinary shareholder is entitled to appoint a proxy (who need not be a member), to attend, speak andvote at the annual general meeting in his stead.
2. An ordinary shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that ordinary shareholder in the appropriate box/es provided.
3. Any alteration made to this form of proxy must be initialled.
4. Documentary evidence establishing the authority of a person signing this form of proxy in a representativecapacity must be attached to this form.
5. This form of proxy must be signed by all joint shareholders.
6. Proxy forms must be lodged at the registered office of the company or posted to Mercantile Registrars Limited, PO Box 1053, Johannesburg, 2000, to be received not later than 48 hours before the time fixed for the meeting.
NOTES TO THE PROXY
Johannesburg
Faritec House
150 Kelvin Drive, Woodmead
PO Box 76784, Wendywood, 2144
Tel: +27 11 800 7400, Fax: +27 11 802 3814
Cape Town
Faritec House
Aintree Park, Loch Close, Kenilworth
PO Box 44918, Claremont, 7735
Tel: +27 21 762 9702, Fax: +27 21 762 9737
Durban
The Glades Office Park
78 Armstrong Avenue, La Lucia
PO Box 20300, Durban North, 4016
Tel: +27 31 562 0161, Fax: +27 31 562 9061
