MOBILE
  Annual Report 2001     E-mail

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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.

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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)

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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.

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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
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.

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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 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.

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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.

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