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Highlights Statutory Financials
 
 


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:

  YEAR 
31/12/02 
18 MONTHS 
31/12/01 
 
Attributable (loss)/earnings of associate company (100,1) 99,7 
Finance income 0,1  0,3 
  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:

  ORDINARY ‘N’ ORDINARY 6% CONVERTIBLE
DEBENTURES
  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:

  ORDINARY ‘N’ ORDINARY
  31/12/02 31/12/01 31/12/02 31/12/01
Beneficial %
   C Jowell 15,8 14,1 13,4 13,4
   N I Jowell 17,0 14,0 13,2 13,2

There have been no changes in these interests between the financial year–end and the date of this report.
 
 

 

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
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.
 
 

 

Corporate governance
The report on corporate governance is presented here.
 
 

 

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.
 
 

 

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:

  YEAR
31/12/02
18 MONTHS
31/12/01
  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 653 1 684
 
 
 

Special resolutions
On 11 July 2002, shareholders in general meeting passed the following special resolutions which were registered on 19 July 2002:

*

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.

 
 
 

Special resolutions of subsidiaries
The following special resolutions were passed by the company's subsidiaries during the year under review:

PASSED BY   SUBJECT   DATE REGISTERED
Transport Acceptances (Pty) Ltd   Amendment to the articles of association to provide for directors’ meetings to be held by way of electronic media   21 July 2002
Mobile Acceptances (Pty) Ltd   Amendment to the articles of association to provide for directors’ meetings to be held by way of electronic media   5 August 2002


 

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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