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FINANCIALS

DIRECTORS' REPORT

Nature of business | General review | Directors and secretary | Directors' interests | Cash dividends | Strate | Corporate governance | Subsidiaries | Special resolution | Conversion of convertible debentures | Changes in issued share capital | Special resolutions of subsidiaries | Interest in Trencor | Analysis of shareholders

Nature of business

Mobile Industries Limited is an investment holding company listed on the JSE and is the pyramid company of Trencor Limited.

The company’s main investment is a holding of 46,29% (2006: 46,04%) of the issued share capital of Trencor, an investment holding company listed on the JSE. Trencor’s core business focus is owning, leasing, managing and reselling marine cargo containers worldwide, and finance related activities.

Members are directed to the Chairman’s statement and results of Trencor which are fully reported on in the accompanying annual report.

General review

The nature of the company’s business is described above. The financial results are reflected in the financial statements here.

The estimated proportion of income after tax attributable to the various classes of business of the group is as follows:

  2007 2006
  % %
Unrealised gain – convertible debentures 45,6
Loss on dilution of investment in associate (0,4) (4,6)
Share of profit of associate 100,8 58,9
Other (0,4) 0,1
  100,0 100,0

Directors and secretary

The names of the directors appear here and that of the secretary here.

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 beneficial interests of the directors in the issued securities of the company at 31 December 2007 was 25,1% in the ordinary shares (2006: ordinary shares 32,9%, ‘N’ ordinary shares 26,6% and convertible debentures 0,2%).

The direct and indirect beneficial interests of each director who held in excess of 1% of the issued securities at 31 December 2007 and 2006 were as follows:

2007 2006
  Ordinary Ordinary ‘N’ ordinary
C Jowell 12,4% 15,8% 13,4%
N I Jowell 12,6% 17,0% 13,2%

The above changes are as a result of the increase in the number of issued shares following the share capital restructuring, the automatic conversion of the convertible debentures, the exercise of options in terms of The Trencor Share Option Plan and the acquisition by family entities of Messrs C Jowell and
N I Jowell on 1 November 2007 of an additional 5 million shares each in Mobile Industries Ltd. There have been no changes in these interests between the financial year-end and the date of this report.

Cash dividends


  Payment Record Payment Cents Total
  number date date per share Rm
2006          
Interim 66 29/09/06 02/10/06 1,55 13,9
Final 67 05/04/07 10/04/07 3,0 26,9
2007          
Interim 68 21/09/07 25/09/07 1,75 18,7
Final 69 04/04/08 07/04/08 4,7 50,2

Strate

Shareholders 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 here.

Subsidiaries

The company holds 100% (2006: 100%) of the 700 000 (2006: 700 000) issued shares of Mobile Acceptances (Pty) Ltd. Details of this investment are as follows:

  2007 2006
  Rm Rm
Shares at cost 2,2 2,2
Profit for the year 0,3 1,0

Mobile Acceptances (Pty) Ltd, in turn, holds 100% (2006: 100%) of the 100 (2006: 100) issued shares of Transport Acceptances (Pty) Ltd. These subsidiaries are incorporated in the Republic of South Africa and are partners in export partnerships.

Special resolutions

Share capital restructuring

On 19 February 2007, holders of securities in general meetings approved the relevant special and ordinary resolutions to give effect to the 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 was implemented as follows:

  • the par value of the issued ordinary shares was reduced from 0,5 cent per share to 0,005 cent per share and an amount of 0,495 cent per share was paid on 12 March 2007 in cash as a return of capital, in terms of section 90 of the Companies Act in South Africa, to the holders of ordinary shares;
  • the authorised but unissued ordinary shares were subdivided on a hundred-for-one basis into shares of 0,005 cent per share each;
  • all the ‘N’ ordinary shares, issued and unissued, were renamed to ordinary shares and the memorandum and articles of association of the company were amended by removing the references to the ‘N’ ordinary shares;
  • the terms of the debenture trust deed were amended to adjust the conversion terms from the previous one ordinary share and two ‘N’ ordinary shares to be three ordinary shares instead; and
  • on 5 March 2007 the listing of the ‘N’ ordinary shares was suspended on the JSE and trading in the new ordinary shares with a par value of 0,005 cent each under the new ISIN ZAE000091435 commenced.

Following the share capital restructuring, the company’s 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

Annual general meeting

At the annual general meeting held on 17 May 2007, shareholders passed a special resolution, which was registered on 31 May 2007, 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.

Conversion of convertible debentures

In terms of the trust deed governing the convertible debentures previously in issue, as amended in general meeting on 19 February 2007, each debenture automatically converted into three ordinary shares with effect from 1 January 2007 as a result of the total dividend declared in respect of the year ended 31 December 2006 exceeding 4,5 cents per share.

Changes in issued share capital

During the year under review, the number of shares in the issued share capital increased as follows:

  Ordinary ‘N’ ordinary
At 31 December 2006 296 634 742 601 226 334
Share capital restructuring 601 226 334 (601 226 334)
Conversion of debentures 170 178 600
At 31 December 2007 1 068 039 676

Interest in Trencor

During the year under review, the number of shares in issue in Trencor increased by 28 874 050 shares as a result of the conversion of its debentures into shares and the exercise of options in terms of The Trencor Share Option Plan. 13 730 780 debentures held in Trencor were converted into shares on a one-for-one basis. At 31 December 2007 the company had a 46,29% interest (2006: 46,04%) in the issued share capital of Trencor.

Analysis of shareholders

An analysis of shareholders and of holders who held 5% or more of the issued shares at 28 December 2007 is presented here.

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