Nature of business | General review | Directors and secretary | Directors' interests | Dividends and debenture interest | Strate | Corporate governance | Subsidiaries | Special resolution | Special resolutions of subsidiaries | Interest in Trencor | Analysis of share and debenture holders | Subsequent event: Share capital restructuring | Conversion of convertible debentures
NATURE OF BUSINESS
Mobile is an investment holding company listed on the JSE and is the pyramid company of Trencor Ltd.
The companys main investment is a holding of 46,04% (2005: 46,88%) of the issued share capital and 47,96% (2005: 47,96%) of the 6% convertible debentures of Trencor Ltd, a holding company listed on the JSE. Trencors core business focus worldwide is:
Members are directed to the Chairmans statement and results of Trencor which are fully reported on in the accompanying annual report.
The financial results are reflected in the financial statements. The estimated proportion of income after tax 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 securities at 31 December 2006 and 2005 were as follows:
|N I JOWELL||17,0||13,2|
Subsequent to the year-end, as a result of the share capital restructuring referred to below, the N ordinary shares were renamed ordinary shares. Accordingly, the aggregate of the direct and indirect interests of the directors in the issued securities of the company with effect from 12 March 2007 was as follows:
In addition the direct and indirect interests of each director who held in excess of 1% of the issued securities at 12 March 2007 was as follows:
|N I JOWELL||14,5|
There have been no other changes in these interests between the financial year-end and the date of this report.
|2005 INTERIM||64||30/09/05||03/10/05||0,75||6 734|
| FINAL||65||07/04/06||10/04/06||2,30||20 651|
|2006 INTERIM||66||29/09/06||02/10/06||1,55||13 917|
| FINAL||67||05/04/07||10/04/07||3,0||26 936|
| 6% CONVERTIBLE||29||15/05/06||30/06/06||6,75||3 829|
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 or settlement in the Strate system of electronic settlement on the JSE.
The report on corporate governance is presented here.
The company holds 100% (2005: 100%) of the 700 000 (2005: 700 000) issued ordinary shares of Mobile Acceptances (Pty) Ltd. Details of this investment are as follows:
|SHARES AT COST||2 233||2 233|
|PROFIT/(LOSS) FOR THE YEAR||1 033||(110)|
Mobile Acceptances (Pty) Ltd, in turn, holds 100% (2005: 100%) of the 100 (2005: 100) issued ordinary shares of Transport Acceptances (Pty) Ltd. These subsidiaries are incorporated in the Republic of South Africa and are partners in export partnerships.
At the annual general meeting held on 17 May 2006, shareholders passed a special resolution, which was registered on 25 May 2006, 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.
No special resolutions were passed by the companys subsidiaries during the year under review.
During the year under review, the number of shares in issue in Trencor increased by 2 784 518 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 2006 the company had a 46,06% interest (2005: 46,88%) in the issued share capital of Trencor.
Subsequent to the year-end, the number of shares in issue in Trencor increased by 62 475 following the exercise of options and, as a result, the companys interest in the issued share capital of Trencor decreased from 46,06% to 46,04%.
An analysis of share and debenture holders and of holders who held 5% or more of the issued securities at 31 December 2006 is presented here.
As previously announced, the board proposed to simplify the companys capital structure as detailed in the circular to security holders dated 19 January 2007. Current stock market practice is to avoid the creation of shares with different voting rights. Furthermore, the different classes of shares in issue provided multiple investment entry points into Mobile. Accordingly, the board proposed resolutions to align shareholders voting interests with their economic interests and reduce the number of investment entry points into Mobile.
Given that historically the N ordinary shares traded at a share price closely approximating the share price of the ordinary shares, it was proposed that the par value of the ordinary shares be decreased to that of the N ordinary shares and that the N ordinary shares be renamed to ordinary shares. As a consequence, the terms of the convertible debentures had to be amended to provide for their conversion into three ordinary shares, instead of into one ordinary share and two N ordinary shares.
Subsequent to the year-end, on 19 February 2007, holders of securities in general meetings approved the relevant special and ordinary resolutions to give effect to the proposed share capital restructuring and the amendment to the conversion terms of the convertible debentures. The special resolutions were registered by the Registrar of Companies on 23 February 2007.
The share capital restructuring has been implemented as follows:
The share capital restructuring has no effect on earnings and headline earnings per share, nor on net asset value and net tangible asset value per
Following the share capital restructuring, the companys authorised and issued share capital effective 12 March 2007 is as follows:
|AUTHORISED||10 633 160 542 ORDINARY SHARES|
|OF 0,005 CENT EACH||R531 658,03|
|ISSUED||897 861 076 ORDINARY SHARES|
|OF 0,005 CENT EACH||R44 893,05|
Holders of certificated ordinary and/or N ordinary shares issued prior to 5 March 2007 are reminded to submit the form/s of surrender, contained in the circular to security holders dated 19 January 2007, together with their documents of title, to the companys transfer secretaries in order to receive a replacement new ordinary share certificate.
In terms of the trust deed governing the convertible debentures, as amended in general meeting on 19 February 2007, each debenture will automatically convert into three ordinary shares. Such conversion will take place on the last Friday of the fifth month of the financial year following the financial year in respect of which the total dividend declared is equal to or exceeds 4,5 cents per share.
In view of the fact that the total dividend declared in respect of the year ended 31 December 2006 amounted to 4,55 cents per share, each debenture will be converted into three ordinary shares on 25 May 2007. A circular containing details with regard to the conversion will be issued to debenture holders in due course.
After conversion of the 56 726 200 debentures, the issued share capital will amount to R53 402 comprising 1 068 042 676 ordinary shares of 0,005 cent each.
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