Cambria Africa Regulatory News (CMB)

Cambria Africa Plc

("Cambria" or the "Company")

Audited FY 2022 Results ("the Results"):

Loss per Share of 0.03 US cents and NAV of 1.06 US cents (0.85p GBP)

Cambria Africa Plc (AIM: CMB) ("Cambria" or the "Company") announces its audited results for the year ended 31 August 2022 ("FY 2022"). The Audited Financial Statements are available on the Company's website (www.cambriaafrica.com) and will be sent to shareholders tomorrow. With the publishing of the Group`s FY 2022 and HY 2023 results, the suspension of the Company`s shares on the AIM is expected to be lifted at 7.30am on 15 September 2023.

A loss attributable to Cambria Shareholders of $178,306 (0.03 US cents per share) was recorded for FY 2022. Before inventory impairments, the Company's subsidiaries in Zimbabwe continued to operate above or near breakeven EBITDA, despite a revenue decline of 24% to US $920,077 in FY 2022 from US $1.22 million in FY 2021. The Company's subsidiaries are expected to continue to report at breakeven levels in FY 2023. The Company's FY 2022 consolidated profits stem mainly from Tradanet, the 51% owned subsidiary of Paynet Zimbabwe with revenues of US$654,824. 

Net Equity (NAV) fell by 9% from US $6.32 million (1.16 US cents per share) in FY 2021 to $5.75 million FY 2022 (1.06 US cents per share) is mainly attributable to foreign currency translation adjustments of $394,000, inventory impairments in Millchem of $150,000, and mark-to-market adjustments of the Company`s listed share investments.

FY 2022 Results highlights:

Group Highlights:

· Net Equity (NAV) decreased by 9% from US $6.32 million (1.16 US cents per share) to US $5.75 million (1.06 US cents per share)

· Revenues declined by 24% to $920,077 while operating costs decreased by 26% to $623,000. As a result of careful cost management, the Company has managed to scale operations in accordance with revenue declines

· Cambria recorded a loss for the year of $4,588 as operations edged around breakeven.

· Consolidated EBITDA before fair value adjustments to investments and marketable securities decreased by 11% to $344,000 from $385,000 in FY 2021. 

· Cambria's central costs associated with listing and associated operational expense decreased by 2% to $127,004. The balance of the Company`s operating costs comprises hyperinflationary adjustments, foreign currency translation and mark-to-market adjustments of its listed investments. Cambria's CEO and Directors continued to render services to Cambria without compensation during FY 2022.

Divisional Highlights:

· Tradanet (Pvt) Ltd, Paynet Zimbabwe's 51% held subsidiary, continued to provide loan management services to CABS, the country's largest building society. The persistent devaluation of the country's currency led to an increase in salary-based loans. However, due to liquidity constraints in the banking sector, this increase was not in proportion to the depreciation of the currency.

· Autopay, Paynet Zimbabwe's payroll processing division saw an increase in its revenue base due to a new management team with extensive payroll experience. Autopay established an independent contract relationship with payroll managers on a pure profit share basis

Net Equity (Net Asset Value):

Components to the decrease of NAV in 2022

The Group reported a decrease of $570,000 in NAV to $5.75 million (1.06 US cents per share) at 31 August 2022, compared to $6.32 million (1.16 US cents per share) at 31 August 2021. This decrease was due to the following material factors:

· Foreign currency translation adjustments of $394,000;

· Inventory impairments of $150,000 related to raw materials and packaging held by Millchem;

· Reduction of $30,000 in the carrying value of listed share investments.

Components of NAV at 31 August 2022

The Group NAV of $5.75 million as at the end of FY 2022 includes the following material tangible and intangible assets:

Building and properties valued at $2.3 million - The valuation was prepared by Hollands Harare Estate Agents in January 2022. Holland conducted the previous valuations of the prominently located commercial office space and its equally well-positioned vacant plot in Harare's Mount Pleasant Business Park.

Investment in Radar Holdings Limited  - 9.74% or 4.98 million shares valued at US $1.743 million (net of minority interests) based on 35 US cents per equivalent Radar share. In the post balance sheet period, the Company conditionally agreed to sell its 78.2% shareholding in A.F. Philips (Pvt) Ltd ("AFP") for a sum of US $1.743 million(35 US cents per equivalent Radar Share) in cash. The sale is subject to conditions precedent which the Company has reasonable cause to believe will be met and that the full purchase price will be realized at the holding Company level.

USD Cash and Cash Equivalents - US dollar cash totalling $1.26 million at the end of FY 2022. 

Old Mutual and Nedbank shares - the Company holds 204,047 Old Mutual Limited common shares that were suspended on the Zimbabwe Stock Exchange (ZSE) on 31 July 2020 and valued on its FY 2022 Statement of Financial Position at US $122,820 based on the closing price of Old Mutual Limited on the Johannesburg Stock Exchange (JSE) at the year end. By way of an unbundling by Old Mutual in November 2021, the Company received 2,692 Nedbank shares, which are retained in Zimbabwe.

Goodwill - The Company has a goodwill value of $717,000 on its Statement of Financial Position relating to its investment in the Payserv group of Companies. The Company believes this is a fair assessment of the intangible asset despite the impact of the decisions made by Zimbabwe`s banking institutions against using its payment platforms. Turnaround opportunities are being explored and are more recently evidenced by the granting to Multi-Pay Solutions (Pvt) Ltd (Multi-Pay Solutions) the exclusive rights to use, distribute, and operate Paynet Software in the Southern African Development Community (SADC). Payserv Africa will continue to operate Paynet outside of the SADC. Tradanet, in which the Company holds an effective 51% interest, is the largest contributor to the Company's earnings in FY 2022. Tradanet processes microloans on behalf of CABS, Zimbabwe's largest Building Society. At their peak in 2019, these microloans comprised about a third of the banks assets and the Directors believe that a return to those levels is fully conceivable. Accordingly, the Company continues to believe that Payserv's intellectual property value and the amalgamation of the above exceeds the book value of the goodwill.

Chief Executive's Report

At this point in time, the Company's investment proposition is underpinned by its realizable Net asset value ("NAV") within the constructs of Zimbabwe's current economic policy and its outlook. It is important to consider the components of NAV and efforts by the Company to ensure that any disposal is realized at the holding Company level. Investors might find value in examining our estimate of realizable NAV at US $7.5 million (1.4 US cents per share). Our estimate draws from the following actual and anticipated components:

· Cash: As at the 2022 financial year end, the Group held cash reserves of US$1.3 million. As at 31 August 2023, in addition to Zimbabwe-held US dollar-denominated cash, shares and gold coins , the Company holds a Fixed Deposit of $1.4 million in Mauritius, yielding 5% per annum.

· Commercial Property: This is represented by the prominently located Mt. Pleasant Business Park Commercial Property valued annually by Hollands Harare Estate Agents at $2.3 million.

· Recovery of Legacy Debts: The Company is actively pursuing the recovery of "Legacy Debts" or "Blocked Funds" owed by our Zimbabwe subsidiaries to the holding companies. As at 31 August 2023, we've successfully recovered US$407,350, leaving an outstanding balance of $1.2 million held by the Ministry of Finance. These funds, initially held by the Reserve Bank in ZWL on a one-to-one basis with the USD, were marked down to a negligible value in the FY 2021 accounts based on the official exchange rate. However, post-FY 2022, the Ministry of Finance began repaying these debts and assures us of the balance, as funds become available. As a result, our NAV after the financial year-end will see an increase, accounting for the recovered debts.

· Listed Portfolio Value: We aim to realise the value of the 204,047 Old Mutual shares and 2,692 Nedbank shares by transferring these shares to the South African register. The total value of this portfolio was$168,120 based on the Johannesburg Stock Exchange (JSE) closing price`s as at 11 September 2023. These shares were originally purchased on the JSE and subsequently transferred to the ZSE. However, before their fungibility could be realized, trading was suspended by the Zimbabwean government. We persistently urge the Government of Zimbabwe to reinstate fungibility and permit foreign investors to repatriate Old Mutual and Nedbank shares to the JSE.

· Sale of Radar: The Company has conditionally agreed to sell its 78.2% shareholding in A.F. Philips (Pvt) Ltd ("AFP") for a sum of US $1.74 million in cash. This amount is equivalent to the book value of its shareholding in AFP at 31 August 2022. The Company made its initial investment in August 2018, and through the holding, has an effective 9.74% interest in a property development and bricks manufacturing business. The sale is subject to conditions precedent which the Company has reasonable cause to believe will be met and that the full purchase price will be realized at the holding company level. The Company will provide a further update once the sale has completed.

· Intellectual Property Value: The Board is committed to deriving maximum value from our intellectual property, both in our current operations and future endeavours. The Company's Statement of Financial Position lists a goodwill value of $717,000. Our assessment is that this represents the baseline value of the Company's intellectual property, considering Tradanet's historical profitability and Paynet's potential profits from its proposed agreement with Multi-Pay

These estimates, culminating in a projected NAV of US $7.5 million, come with the following considerations:

1. Maintenance of stable commercial real estate prices in Harare and successful sales realization at the holding Company level.

2. Successful completion of the Radar Sale agreement.

3. Repayment of US $1.2 million in Legacy Debts.

4. Effective utilization of intellectual properties for profit.

5. Resumption of Fungibility of dual-listed shares.

Continuing Operations

Tradanet - As mentioned in the discussion of our goodwill above, Tradanet, the 51%-owned subsidiary of Paynet Zimbabwe remains the Company's most profitable operation. With greater reliance on the US Dollar for remuneration, Tradanet expects its ZWL earnings to transition to USD.

Other operations: Autopay and Millchem - These companies provide a modest revenue to the group, primarily in ZWL. Their operations are beneficial in offsetting local expenses.

Cambria's Board of Directors have continued to serve the Company without compensation since 2015, fighting to return value to shareholders. Despite the unfavourable economic factors leading to the abandonment of parity to the US dollar and its huge impact on the Company, we hold on jealously to our cash, our liabilities are negligible, and our remaining operations are profitable. While we still see value in our listing, the Board is considering whether to maintain the listing.

With the publishing the Group`s FY 2022 and HY 2023 results, the suspension of the Company`s shares on the AIM will be lifted. This should enable shareholders to trade with a comprehensive understanding of the investment landscape confronting Cambria. At the time of suspension, Cambria shares were valued at 0.027p, contrasting with a book NAV of 0.084p and our estimate of 1.35 US cents per share or 1.04p per share. Shareholders must determine whether the market has aptly gauged the discount to the Company's book NAV and management's estimates of realizable NAV, which we are committed to achieving.

We remain cautiously optimistic about achieving full value for the Company's assets beyond its NAV.

Samir Shasha

12 September 2023

Report of the Independent Auditors

For the year ended 31 August 2022

Report of the Independent Auditors, Baker Tilly Isle of Man LLC, to the members of Cambria Africa Plc

OPINION

We have audited the financial statements of Cambria Africa Plc (the 'Parent company') and its subsidiaries (the 'Group') for the year ended 31 August 2022 which comprise the Consolidated and Company Statements of Profit or Loss, the Consolidated and Company Statements of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Cash Flows and related notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion the financial statements:

• give a true and fair view of the state of the Group's and the Parent Company's affairs as at 31 August 2022, and of the results for the year then ended; and

• have been properly prepared in accordance with IFRSs as adopted by the United Kingdom.

•

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER

We draw attention to the "Functional and Presentational Currency and the effect of Hyperinflation" section of Note 2 of the financial statements which describes the effects of the change in functional currency of a number of the Group entities and the subsequent hyperinflationary conditions which have prevailed during the financial year. Our opinion is not modified in relation to these matters.

We note the disclosure made by the Directors in relation to the goodwill value that is recognised in the Consolidated Statement of Financial Position. We draw attention to Note 12 in relation to this issue. The model used by management in relation to the assessment for impairment is based upon the audited financial statements of Paynet Zimbabwe and Tradanet for the year ended 31 August 2022. If the Group does not achieve the levels of profitability predicted, then the need for an impairment of this figure may arise. Our opinion is not modified in relation to this matter.

CONCLUSIONS RELATING TO GOING CONCERN

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group's or the Parent Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

OTHER INFORMATION

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of our knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Chief Executive's Report and the Directors' Report.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Parent Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

CAPABILITY OF THE AUDIT IN DETECTING IRREGULARITIES, INCLUDING FRAUD

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• we identified the laws and regulations applicable to the Company through discussions with Directors and other management, and from our commercial knowledge and experience of the sector;

• we made specific requests of component auditors within the Group to determine their approach to detecting irregularities, including fraud and non-compliance with laws and regulations, and considered their findings as part of our approach;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including company law, taxation legislation, anti-bribery, environmental and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

• understanding the design of the Company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• we tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence with tax authorities, relevant regulators and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the Directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

USE OF OUR REPORT

This report is made solely to the Company's members, as a body, in accordance with the terms of our engagement letter dated 21 January 2021. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

BAKER TILLY ISLE OF MAN LLC, CHARTERED ACCOUNTANTS,

2A LORD STREET, DOUGLAS, ISLE OF MAN, IM1 2BD

12 SEPTEMBER 2023

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Cambria Africa Plc

Audited consolidated Statement of Financial Position

As at 31 August 2022

Cambria Africa Plc

Audited consolidated statement of cash flows

As at 31 August 2022