constantly bettering the continent of ?· constantly bettering the continent of africa ... c...

Download Constantly bettering the continent of ?· Constantly bettering the continent of Africa ... c Cellular…

Post on 27-Aug-2018

213 views

Category:

Documents

0 download

Embed Size (px)

TRANSCRIPT

  • Constantly bettering the continent of Africa

    Annual Report 2011

  • /Contents

    DisclaimerThe annual report may contain certain forward-looking statements concerning ACTOWERS operations, business strategy, financial conditions, growth, plans and expectations. These statements include without limitation, those concerning the economic outlook, business climate and changes in the market. Such views involve both known and unknown risks, assumptions, uncertainties and important factors that could materially influence the actual performance of the Group. No assurance can be given that these will prove to be correct and no representation or warranty expressed or implied is given as to the accuracy or completeness of such views or as to any of the other information in the annual report.

    Corporate profile 1

    Business overview

    Groupstructure 2

    Four-yearfinancialreview 3

    Groupataglance 4

    ACTOWERSturningthecorner 6

    Board of directors 8

    Executive management team 9

    Chairmans statement 10

    Chief Executive Officers report 14

    Operational review

    c Power Lines 18

    c Cellular Towers 19

    c Equipment Shelters 20

    Sustainability and governance report

    Aboutthisreport 21

    Sustainabilityreport 21

    Corporategovernancereport 22

    Remunerationreport 25

    Shareholdersanalysis 29

    Annual financial statements

    CertificateoftheCompanySecretary 30

    AuditCommitteereport 31

    Independentauditorsreport 33

    Directorsresponsibilitiesandapproval 34

    Directorsreport 35

    Statementoffinancialposition 39

    Statementofcomprehensiveincome 40

    Statementofchangesinequity 41

    Statementofcashflows 42

    Notestotheconsolidatedannualfinancialstatements 43

    Notice of annual general meeting 81

    Corporate data 86

    Shareholders diary 86

    Form of proxy 87

  • /Corporate profile

    Africa Cellular Towers Limited (ACTOWERS or the Group), incorporated on 27 October 2000, is a broad-based

    structural engineering and civil construction company listed on the Alternative Exchange (AltX) of the JSE Limited

    (JSE). The Group is a leading manufacturer, supplier and installer of steel lattice towers to its customers in

    the power line and telecommunications industries in South Africa as well as Africa. The Groups business units

    comprise of:

    ValuesTo be reliablec Caring for our people c Honesty and integrity c Accountability c Transparency c Respect c Teamwork

    VisionTo be a leading manufacturer, supplier and full turnkey solution provider of steel lattice towers in Africa for the power lines and telecommunications industries.

    c Power Lines c Cellular Towers c Equipment Shelters

    MissionTo be the preferred supplier in each of the market segments in which ACTOWERS competes.

    Africa Cellular Towers Annual Report 2011 1

  • /Business overview

    c Group structure

    Power Lines

    Cellular Towers

    Manufacturing

    Equipment Shelters

    Africa Cellular Towers Annual Report 20112

  • c Four-year fi nancial review

    For the year ended 28 February 2011 2010 2009 2008

    Income statementRevenue R000 202 128 227 390 505 408 326 572Gross (loss) / profi t R000 (11 635) 2 951 99 631 88 198Operating (loss) / profi t R000 (117 261) (100 417) 65 019 64 265 (Loss) / profi t before taxation R000 (122 413) (93 332) 72 697 69 421

    (Loss) / profi t for the year R000 (133 100) (92 263) 51 259 45 025

    (Loss) / earnings per share (EPS)Basic EPS Cents (37,4) (25,9) 19,6 17,7Headline (loss) / earnings per share (HEPS)Basic HEPS Cents (30,8) (22,9) 19,5 17,3Fully diluted HEPS Cents (30,8) (22,9) 19,1 17,3Weighted number of shares in issue 000 356 055 356 055 261 889 254 658

    Balance sheetShareholders equity and reserves R000 140 495 276 999 384 321 205 503Non-current liabilities R000 19 970 24 286 26 204 12 082Current liabilities R000 40 097 36 926 77 903 67 899

    Total equity and liabilities R000 200 562 338 211 488 428 285 484

    Non-current assets R000 61 144 73 667 87 753 62 876Current assets R000 139 418 264 544 400 675 222 608

    Total assets R000 200 562 338 211 488 428 285 484

    Shares in issue 000 370 287 370 287 369 887 266 820Net asset value per share Cents 37,9 74,8 103,9 77,0Net tangible asset value per share Cents 37,9 68,8 94,8 64,6

    Cash fl ow statementCash fl ows from operating activities R000 (14 826) (35 422) (13 298) (40 055)Cash fl ows from investing activities R000 (19 582) (3 245) (3 904) (25 385)Cash fl ows from fi nancing activities R000 (7 959) (10 699) 126 990 4 638

    (Decrease) / increase in cash R000 (42 367) (49 366) 109 788 (60 802)

    Africa Cellular Towers Annual Report 2011 3

  • c Group at a glance

    2011 2010This business is responsible for the

    construction of electric transmission and

    distribution lines in South Africa and

    neighbouring countries. This division was

    established in 2008.

    February R000 R000

    Revenue 81 752 4 555

    Operating profit / (loss) 7 115 (3 653)

    Net working assets 17 208 1 326

    Equi

    pmen

    t She

    lter

    sC

    ellu

    lar

    Tow

    ers

    Pow

    er L

    ines

    2011 2010This unit manufactures cellular lattice

    towers as well as palisade fencing

    and delivers full turnkey

    telecommunication infrastructure

    installations throughout Africa.

    February R000 R000

    Revenue 100 932 192 157

    Operating loss (65 764) (47 545)

    Net working assets 103 756 248 651

    2011 2010

    This company, known as JK Shelters,

    is a manufacturer of cellular equipment

    shelters and outdoor cabinets for

    ACTOWERS as well as for other customers.

    February R000 R000

    Revenue 9 429 13 635

    Operating loss (8 613) (9 742)

    Net working assets 16 147 26 852

    Performance Business description

    /Business overview (continued)

    Africa Cellular Towers Annual Report 20114

  • Geographic presence Contribution to the group

    Southern Africa

    Nigeria, Ghana, Chad, Tanzania, Malawi, DRC, Uganda and other Southern African countries

    Nigeria, Ghana, Chad, Tanzania, Malawi, DRC, Uganda and other Southern African countries

    49,9%

    40,4%

    4,7%

    Africa Cellular Towers Annual Report 2011 5

  • 1. Our legacyACTOWERS was established in 2000 as a cellular tower

    construction company. In September 2004, ACTOWERS

    commenced with the manufacturing of cellular towers and

    currently has a manufacturing capacity of over 3,000 tons of

    steel per month. ACTOWERS has completed more than

    1,050 projects in Africa, which includes the construction of

    more than 4,000 cellular towers in some of the most rural

    and remote areas in Africa.

    ACTOWERS listed on the Alternative Exchange (AltX) board

    of the JSE Limited (JSE) in November 2006. On 1 March

    2007, the company acquired JK Shelters, a manufacturer of

    equipment shelters used in conjunction with cellular

    towers.

    ACTOWERS took a decision in September 2007 to diversify

    its product range into the electrical transmission and

    distribution industry and established the Power Lines

    Division. The main reasons behind the strategic shift

    towards the manufacture of power line towers and the

    construction of power line sites were the predicted decline

    of volumes in the cellular industry as well as a significant

    increase in demand for expansion in the Southern African

    power distribution market.

    ACTOWERS successfully concluded a Broad Based Black

    Economic Empowerment (BBBEE) transaction in January

    2009 and as a result became a Level 6 BBBEE contributor.

    This level has improved to a Level 5 BBBEE contributor

    status this year. Our goal is to obtain at least a Level 4

    BBBEE rating.

    2. Our futureACTOWERS has experienced severe declines in profitability,

    reported significant losses and saw an erosion of cash

    resources over the past two years because of various

    economic as well as internal factors. The Board of directors

    took a decision in October 2010 to restructure the

    management team as well as employ a turnaround

    c ACTOWERS turning the corner

    specialist to assist with re-designing the business and

    facilitating a sustainable turnaround strategy for ACTOWERS

    in order to restore shareholder value.

    Management is committed to improving ACTOWERS

    performance and profitability going forward by taking

    decisive and significant actions.

    Significant changes were made to the management

    structure:

    Chris Krger retired as Executive Chairman and CEO, but

    remains a Non-Executive Director;

    Mitesh Patel, previously an Independent Non-Executive

    Director was appointed as Independent Chairman of

    ACTOWERS;

    Jacques de Villiers, previously the Financial Director,

    accepted the position as Chief Executive Officer (CEO) of

    the Group;

    David van Staden, previously Operations, Sales and

    Marketing Director, relinquished his responsibilities to

    focus on the Sales and Marketing functions only;

    Nick van der Mescht was promoted to Operations Director;

    and

    Pieter Swart was appointed as Financial Director.

    For more information on their curricula vitae, please refer

    to pages 8 and 9.

    ACTOWERS also focused on introducing qualified project

    managers and qualified personnel for each project, on

    establishing complementary management teams and

    transfer of skills.