Cambria Africa Regulatory News (CMB)

Cambria Africa Plc

("Cambria" or the "Company")

Audited FY 2017 Results (the "Results") and Trading Update:

From Continuing Operations:

PBT $716,000 up $856,000 from FY 2016 Loss of $140,000;

EBITDA $1,245,000 up 97%.

Following the trading update published on 23rd October 2017, Cambria Africa PLC (AIM:CMB) ("Cambria" or the "Company") is pleased to announce its audited results for the year ending 31 August 2017. Audited Financial Statements are available on the Company's website (www.cambriaafrica.com) and will be sent to shareholders by 28 February 2018.

The Results and their comparatives have been restated to treat the closure of Payserv Zambia as discontinued operations. Therefore, Payserv Zambia's losses of $218,000 in FY 2016 and $153,000 in FY 2017 have been excluded from continuing operations. This has resulted in reporting increased earnings for FY 2016 and FY 2017 from continuing operations.

Paynet Zimbabwe fully utilised its tax-loss carry-forward during FY 2016 and, for the first time since dollarisation in FY 2009, the Company has paid significant corporate taxes. As a result, after tax profits were significantly impacted by a 66% increase in Group consolidated tax expenses from $397,000 in FY 2016 to $660,000 in FY 2017.

FY 2017 Results Highlights

All results below refer to Continuing Operations and exclude losses attributable to the discontinued operations of Payserv Zambia:

· EBITDA from continuing operations nearly doubled, increasing by 97% to $1,245,000 from $632,000 in FY 2016. This increase included legal costs of $957,000 - comprising of the Consilium settlement of $223,000 and associated legal fees of $734,000 (FY 2016: $816,000).

· Excluding legal costs, EBITDA increased by 52% or $750,000 to $2.20 million from $1.45 million in 2016. All known legal costs associated with the Consilium Dispute have been accrued in FY 2017 leaving little or no carryover of associated legal costs to FY 2018.

· Following on from a significant rationalisation and reduction in 2016 which slashed non-legal central costs by 86% from $2 million to $280,000, Cambria's central costs (excluding legal costs) have stabilised at $311,000.

· Profit before Tax (PBT) increased by $856,000 to $716,000 from a loss of $140,000 in FY 2016

· Profit after Tax (PAT) found itself in positive territory reaching $56,000 - a $593,000 increase in profitability compared to a loss of $537,000 in FY 2016. This increase in after-tax profitability was achieved despite a 66% ($263,000) increase in taxes to $660,000 from $397,000 in FY 2016.

· Borrowings, which include capitalised interest, fell by $1.02 million (23%) to $3.41 million from $4.43 million in FY 2016.

· Net finance costs were accordingly reduced by $285,000 (44%) to $356,000 from $641,000 in FY 2016. This was primarily a result of the VAL Loan Conversion and pay down of the CABS loan by Paynet Zimbabwe.

· Payserv Africa, Cambria's largest subsidiary by revenue and profit, achieved a

o 20% increase in revenues to $6.37 million,

o 35% increase in Consolidated EBITDA to $2.65 million,

o 51% increase in profit before tax to $2.43 million,

o 61% increase in profit after tax and after minority interests of $1.52 million.

· Millchem, following the closure of its unprofitable subsidiaries in Malawi and Zambia, achieved

o Positive cash flows from operations

o Significant reductions in overheads

o EBITDA loss paired by 39% to $143,000 from a loss of $234,000 in 2016.

Trading Update

The unaudited FY 2018 management accounts for the 4 months ended 31 December 2017 continue to exceed expectations compared to the same period in FY 2017:

· Payserv

o 18% increase in revenues to $2.54 million

o 71% increase in cash flow to $706,000 from $413,000

o 23% increase in EBITDA to $1,052,000 from $855,000

· Millchem has begun to trade profitably after years of losses

o $650,000 in revenues - a reduction of 45% to achieve a more profitable product mix

o 30% gross profit margin - a nearly two-fold increase from 16% gross profit margin

o $130,000 turnaround in EBITDA to $90,000 from a loss of $40,000

o $123,000 reduction (53%) in administrative expenses from $230,000 to $107,000

o $131,000 turnaround in Profit After Tax to $84,000 from a loss of $47,000

Subsequent events

Subsequent to the end of the financial year notable events include:

Settlement of Consilium Dispute in October 2017.

· Both parties agreed to settle all claims against each other;

· Cambria paid Consilium $223,000;

· The security for costs previously lodged was released back to Cambria.

Appointment of Sibert Dube as Payserv Zimbabwe CEO.

Mr. Dube identified the following areas of growth for Cambria's largest subsidiary by revenue and profit:

· Entry into the consumer market where its market share is minimal compared to its commanding position (90% market share) in the corporate trade and salary payments;

· Providing facilitation services to major players for distribution of inward international remittances;

· Capitalising on distributed ledger and other leading technologies to enhance its services

· Expanding Tradanet's payroll-based loan processing to also include insurance sales and loan origination.

Prospects

The Company believes that the resignation of President Robert Mugabe and the inauguration of President Emmerson Mnangagwa will result in a favourable business and investment climate. President Mnangagwa has announced new business-friendly policies which are intended to attract investment, protect investment, and bring with it international balance of payments support. These developments support Cambria's focus on Zimbabwe as providing the best investment opportunities and returns in the region.

Changes to the board

The board remains unchanged.

About Cambria Africa Plc

Cambria Africa Plc, quoted on the AIM market of the London Stock Exchange, is a long term, active investment company, investing primarily in Southern Africa.

Chief Executive's Report

Introduction:

FY 2017 and subsequent, systematic and non-systematic events have ushered in a new dawn for Zimbabwe and Cambria.

Since I took over as CEO in August 2015, I have extricated the group companies from loss-making regional operations in Malawi and Zambia. I have repeatedly expressed my conviction that "Zimbabwe provides the best regional opportunity for successful investment and growth in the short to medium term." The performance of Payserv and Millchem are testimony to the soundness of our investment philosophy.

· EBITDA from continuing operations have doubled to $1.25 million while PBT increased by nearly $856,000 to $716,000 from a prior year loss of $140,000.

· Despite an increase of 66% in taxes, Cambria achieved an after tax profit of $56,000 - a $593,000 increase in profitability compared to a loss of $537,000 in FY 2016.

· Cambria settled with Consilium and accrued the cost of that settlement and associated legal fees in FY 2017. There should be little or no associated costs from this litigation in FY 2018 which should commensurately flow a savings of approximately $900,000 to Cambria's bottom line.

· Excluding legal costs, after slashing central costs by 80% in FY 2016 from $2 million to $280,000, these costs have stabilised at that level increasing modestly in FY 2017 to $311,000.

· Debt levels, interest expense, shareholder equity & cash flows, have all improved and have continued to improve subsequent to end of FY 2017.

Divisional Review

Payserv Africa Group

The Payserv Africa Group continued to achieve record revenues and profits in FY 2017.

Payserv Africa Divisional Results (*restated)

Paynet Zimbabwe

Paynet Zimbabwe is actively present in, transacting with and contributing to, the profitability of all financial institutions in Zimbabwe.

Whilst 80% of Paynet Zimbabwe's revenue growth in FY 2017 was from existing corporate clients, where Paynet has an estimated market share of 90 - 95%, significant growth opportunities remain from new initiatives. These include:

· Leveraging our technology and position of trust with financial institutions into the consumer market where Paynet's market share is minimal;

· Exploring distributed ledger technologies to enhance transaction security and reduce transaction costs;

· Developing non-transactional EDI products for the Insurance and Securities Industries;

· Establishing our foothold as a last-mile service provider to multiple international remittance operations by improving their distribution channels and value addition;

· Establishing stronger cost controls on Paynet overheads to maximise the impact of increases in transaction volume and minimise the impact of possible reversals in transaction volume as a result of competition, economic downturns, or a cut in public sector employment;

· Increasing revenues by rationalising transaction pricing which remains among the lowest in the industry, despite the commanding market position in our sector.

Payserv Zambia operations discontinued

In line with the closure of Millchem's unprofitable subsidiaries in Zambia and Malawi in FY 2016, Payserv Africa closed its unprofitable Payserv Zambia subsidiary in FY 2017. After years of losses and unsuccessful bids for contracts and the reversal of successful bids by various actors, the Board decided if Zambia cannot sustain a cash flow positive operation it must be discontinued.

This decision was consistent with Cambria's announced strategy to focus on Zimbabwe and signaled the end of Cambria's costly strategy of regional expansion where the Company had little if any strategic or competitive advantage. In line with International Financial Reporting Standards, Payserv Zambia's performance in FY 2016 and FY 2017 are reflected separately as a "discontinued operation" and excluded from the balance of Payserv's & Cambria's continuing operations. This resulted in showing a profit from continuing operations in FY 2017 and narrowing Cambria's losses from continuing operations in FY 2016.

Autopay Zimbabwe

Autopay has not achieved its full potential in the market. Nevertheless, and despite a lack of marketing and innovation, the division has maintained profitability. Payserv will be preparing segment reporting in the future to better identify the earning contribution of group company divisions.

Despite standing on Paywell's robust payroll software, Autopay has been plagued by declining private sector employment and increasing numbers of contract workers paid through wallets. The segments of Autopay consist of 1) full service Payroll Bureau; 2) Software and licensing to major corporates and 3) Online SME payroll process.

Autopay is in the process of realigning its strategy to increase its penetration into the SME market where it is poorly represented, leveraging its integral relations with Paynet's payment services and Tradanet's loan services, and the possible acquisition and development of its supporting software architecture.

Tradanet

Until her resignation on 8 March 2017, Frances Pickering, representing the minority shareholder of Tradanet with a 49% interest, was the Managing Director of Tradanet, which is Paynet's majority-held subsidiary. When Mrs. Pickering resigned as Managing Director and subsequently as a Director of Tradanet, Cambria and Paynet took operational control of Tradanet. I was appointed as the Managing Director in March 2017 and nominated Manfred Chaniwa, a veteran of the financial industry, to replace the outgoing general manager in July 2017. Tradanet's performance improvements have since accelerated.

There has been a recovery of loan volumes issued from the lows experienced mainly as a result of the termination of the Credit Partners program in April 2015. Since the reinstatement of Credit Partners in February 2017 and the introduction of other new products, particularly Flexicredit, loan volumes have recovered from $119 million in 2016 to $138 million in 2017. The recovery in volumes can be attributed 73% to Flexicredit, 12% to CPS and 10% to Retail Credit. Credit partner's loans currently represent just 20% of their peak of $30 million in 2014. Further improvements in loan volumes are expected as the Credit Partner program recovers from its current level of $6,283,000 per annum.

Tradanet also expects to increase its revenues through other new products it has received or is seeking approval from CABS:

· Flexicredit Hybrid - a product directed at employees of larger publicly held corporates which can be evaluated by reliance on publicly disclosed information;

· Insurance Premium Financing;

· Automobile ownership financing.

Millchem Zimbabwe

Following the resignations of Millchem's Managing Director and Operations Manager, as Cambria's CEO, I took an active and direct role in controlling the operations of Millchem and deployed the services of Ambrose Consulting to oversee day-to-day activities and imports and manufacturing.

Millchem Holdings Divisional Results

For the first time in four years, Millchem has recorded an after-tax profit during the first four months of FY 2018 ending 31 December 2017. This result was helped in no small part by the cooperation of our bankers who provided the needed remittances to import raw materials. The results for the first four months of FY 2018 support a sustained recovery of Millchem:

· $650,000 in revenues reduced by 45% to achieve a more profitable product mix,

· 30% gross profit margin - a nearly 2 fold increase from 16% gross profit margin,

· $128,000 turnaround in EBITDA to $90,000 from a loss of $40,000,

· $131,000 turnaround in Profit After Tax to $84,000 from a loss of $230,000,

· $123,000 reduction (53%) in administrative expenses from $230,000 to $112,000.

Consilium Dispute

The Consilium Dispute was settled in October 2017 subsequent to the financial year-end. However, all the settlement and legal costs directly associated with the dispute were accounted for in FY 2017. As this was a full and final settlement, Cambria will not be incurring any further costs in relation to this matter in FY 2018. With the distraction of a major legal dispute and associated expenses behind us, we can direct our exclusive focus on investing in the "new Zimbabwe" by exploring organic and acquisitive opportunities.

Board of Directors and Compensation

Cambria's Directors and Payserv's Executives have supported my role as CEO providing direction and management support without compensation since my appointment in July 2015. As the ultimate beneficiary of over 66% of Cambria shares, I continue to serve without compensation. It is my intention that in FY 2018 we should begin compensating those who have dedicated themselves with extraordinary conviction to Cambria. Proposals for the use of Cambria shares as compensation are being considered and will be presented in the near future.

I expect to continue serving the Company without compensation in FY 2018.

Inauguration of President Emmerson Dambudzo Mnangagwa

The most significant and material development for shareholders of Cambria subsequent to the end of FY 2017, was the inauguration of Zimbabwe's new President, Emmerson Dambudzo Mnangagwa, on 21 November 2017 following the resignation of former President Robert Mugabe.

President Mnangagwa has announced new business-friendly policies which are intended to attract investment, protect investment, and bring with it international balance of payments support. It vindicates management's focus on Zimbabwe as providing the best investment opportunities and returns in the region.

During the lead up to the change in government and following the change, I was interviewed by CNBC Europe, Al Jazeera, and CNBC Online. In these interviews I expressed my confidence and optimism in Zimbabwe's future, and made the following salient points:

· Positive changes will come but they will not be overnight;  

· Investors are well-advised to have patience and give the new government time to visualise and implement sound economic policies;

· Indigenisation laws would be rationalised -  These laws required indigenisation of 51% of ownership in most industries and they significantly hindered investment. The President of Zimbabwe has since announced that this policy will only apply to natural resource based investments;

· Zimbabwe should seek to join the Southern African Customs Union (SACU) and the Common Monetary Area (CMA) which includes its largest trading partner, South Africa, to bring about investor confidence and align its economy and competitive advantages with its largest neighbor while earning customs tariff revenue in a convertible currency;

· Tourism and agricultural are the most promising sectors for greenfield foreign investment given President Mnangagwa's policy initiatives.

If Zimbabwe meets the standards of a free, fair, and transparent election in July, significant international balance of payments support will be forthcoming.

What is good for Zimbabwe is good for Cambria

We believe that the new dispensation will provide a growing market for our current investments and investment opportunities which we are uniquely positioned to identify and act on. Cambria will soon be announcing an Open Offer to shareholders to capitalise on opportunities for expanding our current business units in Zimbabwe and the acquisition of new businesses. An Open Offer will give shareholders the right to match any debt-equity swaps or new subscriptions on the same terms and conditions in proportion to their shareholding. It will also allow shareholders of record to apply for unallocated shares over and above their own allocation.

Samir Shasha

Chief Executive Officer

26th February 2018

Cambria Africa Plc

Audited consolidated income statement

For the year ended 31 August 2017

*Amounts have been restated due to the discontinued operations of Payserv Zambia Limited.

Cambria Africa Plc

Audited consolidated statement of comprehensive income

For the year ended 31 August 2017

Cambria Africa Plc

Audited consolidated statement of changes in equity

For the year ended 31 August 2017

Cambria Africa Plc

Audited consolidated and company statements of financial position

As at 31 August 2017

Cambria Africa Plc

Audited consolidated statement of cash flows

For the year ended 31 August 2017

* All amounts include both continuing and discontinued operations. Cash flow from discontinued operations the effect of which were cash utilised of $55 in 2017 and $ 235 in 2016.