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FINANCIALS

DIRECTORS' REPORT

Nature of business | General review | Directors and secretary | Directors' interests | Dividends and debenture interest | 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 and is the pyramid company of Trencor Ltd ('Trencor').

The company's main investment as at 31 December 2005 is a holding of 46,88% (2004: 47,37%) of the issued share capital and 47,96% (2004: 47,96%) of the 6% convertible debentures of Trencor, a holding company incorporated in South Africa and listed on the JSE. Trencor's core business focus worldwide is:

  • owning, financing, leasing and managing marine cargo containers;
  • owning and leasing various types of returnable packaging units (such as beer kegs) together with the appropriate technology and hardware, including transponders and software systems;
  • supply chain and other mobile asset management services; and
  • finance related activities.

Members are directed to the Trencor Chairman's Statement and results which are fully reported on in the accompanying annual report.

GENERAL REVIEW

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

 20052004
  RESTATED
 %%
   
   
FAIR VALUE ADJUSTMENT ON INVESTMENT IN CONVERTIBLE DEBENTURES26,257,1
SHARE OF PROFIT OF ASSOCIATE73,543,4
FINANCE INCOME/(EXPENSE)0,3 (0,5)
 100,0100,0

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DIRECTORS AND SECRETARY

The names of the directors and that of the secretary appear on these links.

In terms of the articles of association Messrs H A Gorvy and E Oblowitz 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 at 31 December 2005 and 2004 were as follows: 
     6% CONVERTIBLE
  ORDINARY 'N' ORDINARY DEBENTURES
BENEFICIAL %     32,9 26,60,2
 

The direct and indirect interests of each director who held in excess of 1% of the issued securities at 31 December 2005 and 2004 were as follows: 

  ORDINARY'N' ORDINARY
BENEFICIAL %   
C JOWELL15,8 13,4
N I JOWELL17,0 13,2

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

DIVIDENDS AND DEBENTURE INTEREST

          AMOUNT   
 PAYMENT  RECORD  PAYMENT  PER SHARE/   
 NUMBER  DATE  DATE  DEBENTURE  TOTAL
          CENTS  R'000
DIVIDENDS             
2004 – INTERIM        
   – FINAL63  08/04/05  11/04/05  0,90  8 081
2005 – INTERIM64  30/09/05  03/10/05  0,75  6 734
   – FINAL65  07/04/06  10/04/06  2,30  20 651
DEBENTURE INTEREST             
   – 6% CONVERTIBLE27  17/06/05  30/06/05  6,75  3 829
 28  15/12/05  30/12/05  6,75  3 829

STRATE

Holders of securities are 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.

CORPORATE GOVERNANCE

The report on corporate governance is presented in this report

SUBSIDIARY

The company holds 100% (2004: 100%) of the 700 000 (2004: 700 000) issued ordinary shares of Mobile Acceptances (Pty) Ltd. Details of this investment are as follows: 

 20052004
 R'000R'000
SHARES AT COST2 2332 233
NET (LOSS)/PROFIT FOR THE YEAR(110)528

Effective 31 May 2004, the company acquired the 26% minority interest in Mobile Acceptances, increasing its shareholding to 100%.

SPECIAL RESOLUTION

At the annual general meeting held on 25 May 2005, shareholders passed a special resolution, which was registered on 13 June 2005, 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 or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the company, provided that it shall not extend beyond fifteen months from the date of passing of the resolution.

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 1 605 232 shares as a result of the exercise of options by certain of its directors and employees in terms of The Trencor Share Option Plan. At 31 December 2005 the company had a 46,88% interest (2004: 47,37%) in the issued share capital of Trencor.

Subsequent to the year-end, the number of shares in issue in Trencor increased by 220 000 as a result of the exercise of options just prior to year-end which were allotted and issued on 4 January 2006 and an additional 3 000 shares on 15 March 2006. As a result the company’s interest in the issued share capital of Trencor decreased from 46,88% to 46,81%.

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 31 December 2005 is presented here.

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