VenFin investments acquired

Investment review

Equity investments

SABIDO (including e.tv) 31.8%
www.etv.co.za

etv

Sabido Investments (Proprietary) Limited (Sabido) has a range of media interests, the most significant of which is South African free-to-air channel, e.tv. During the year under review, Sabido continued to invest in new media initiatives which will enhance its growing focus on the production, aggregation and distribution of content across multiple platforms in South Africa and abroad. Most notable was the launching of the 24 hour eNews channel on the DStv platform which, within a year, has proved itself as the most watched news and information channel on DStv.

Overview of the year to 30 June 2009

e.tv
e.tv maintained its position as the largest English-medium television channel in South Africa and the second most watched channel overall. e.tv has continued to grow its market share among the black middle class, particularly among the celebrated “Black Diamond” group.

Programming costs remained stable. Prime-time news, films, wrestling and South African dramas command the highest audience ratings. The daily youth drama, Rhythm City, has shown unprecedented growth for a daily drama and has driven prime-time growth year on year. Television advertising spending continued to grow, albeit at a lower percentage compared to the prior year. e.tv continues to be actively involved in policy formulation for the roll-out of digital terrestrial television in South Africa.

Other Sabido projects
Sabido’s other media interests in South Africa include e.sat.tv (the holding company of the eNews Channel), Viamedia (a wireless application service provider), YFM (the Gauteng youth radio station) and the Natural History Unit (a wildlife film production and distribution company). Sabido also owns Sasani Studios (television production studios in Gauteng) and has an interest in the Cape Town Film Studios and adjacent property development. Outside of South Africa, Sabido has interests in a Botswana television channel as well as radio stations and a television channel in Ghana.

BEE
e.tv is a fully black-empowered company (Level 4 contributor) in both ownership and employment, and has exceeded its employment equity objectives. 74% of its employees are black, 46% women and 5% disabled. e.tv spends in excess of 5% of its salary bill on training and has established in-house training programmes for historically disadvantaged individuals in middle-management positions.

The future
Sabido’s vision is to leverage e.tv’s market position to develop a compelling content production and distribution business with a pan-African focus.

Return to top

SEACOM 25.0%
www.seacom.mu

seacom

On 23 July 2009, SEACOM Capital Limited (SEACOM) launched the first terabit undersea fibre-optic cable to connect Southern and Eastern Africa with Europe and Asia. SEACOM provides high-capacity international fibre-optic bandwidth to Southern and Eastern Africa. The cable connects through South Africa, Mozambique, Tanzania, Kenya and Djibouti and onwards to the rest of the world via landing points in France (and onwards to London) and India. Landlocked countries (Uganda, Rwanda, Ethiopia, etc) will be connected by terrestrial backhaul.

Covering a distance of 16 000 km and with a capacity of 1.28 terabits per second, SEACOM’s state-of-the-art cable enable bandwidth-hungry African economies to enjoy true broadband internet, peer-to-peer networks and HDTV. Through its high-volume and low-cost business model, SEACOM is able to offer high bandwidth capacity at prices significantly lower than current satellite or fibre offers on an open access basis. This should stimulate the ICT-linked service industries such as outsourced call centres, back-office business process outsourcing and research centres across the African continent. The new bandwidth brought on-stream by the SEACOM cable system means that connectivity costs should be reduced significantly.

The key aspects of the SEACOM cable are:

Significantly reduced pricing relative to existing fibre and satellite solutions.
The cable is the first and only open access solution in the market, allowing any licensed customer to directly obtain access to international bandwidth.
The SEACOM solution provides customers in key territories with backhaul solutions included in the offering. SEACOM’s solution includes connectivity to London, Paris, Johannesburg and Mumbai, thus providing a true end-to-end solution for customers. Nairobi, Kampala, Kigali and Addis Ababa will be connected in the near future via terrestrial backhaul.
SEACOM has been structured to meet the policy objectives of governments and NEPAD.
SEACOM is majority African owned, with a 76% economic interest in African hands.

Overview of the year to 30 June 2009
The SEACOM undersea cable has been commissioned and went live. Landing stations are completed and manned. In line with the project’s progress, several personnel were appointed to take the SEACOM cable to full operational status.

The future
The focus will remain on completing the project’s outstanding items. Construction by Tyco Telecommunications (USA) is expected to continue to finish outstanding work as per the construction contract. Contracted terrestrial backhaul to the landlocked countries will be completed and further landlocked countries will be connected to the SEACOM undersea cable system. This will go hand in hand with the sale of bandwidth to SEACOM’s customers. The product portfolio of SEACOM will be reviewed to satisfy customer requirements.

Return to top

TRACKER 31.0%
www.tracker.co.za

As a major player in the South African stolen vehicle recovery industry, Tracker Network (Proprietary) Limited (Tracker) has a strong monthly subscription-based income stream. Its core business is the sale and installation of vehicle tracking systems and the tracking and recovery of stolen vehicles. Tracker’s contract partnership with the South African Police Service, in terms of which Tracker’s technology is used to track and recover stolen vehicles throughout South Africa, has proven highly successful. Since its inception in 1996, more than 38,000 stolen vehicles have been recovered, 7 100 criminals arrested and 290 chop shops and vehicle syndicates exposed through the usage of Tracker technology.

The product range currently comprises three products, namely Tracker Retrieve (stolen vehicle recovery system), Tracker Alert (Retrieve plus an early alert enhancement) and Skytrax (internet-based fleet monitoring system with stolen vehicle recovery capabilities).

Overview of the year to 30 June 2009
During the 2008 financial year Tracker was focused on fully integrating Mobile Data, the vehicle monitoring and telematics company it acquired from WesBank. Mobile Data offers a range of GPS/GSM based products known as Skytrax, and through the transaction Tracker also secured the technological expertise and intellectual property to the Skytrax technology.

In 2009 the synergies from this acquisition started to be realised, as was evident from Tracker’s operational results. Tracker achieved 19% growth in turnover and a 23% growth in operating profit compared to 2008, accompanied by strong cash flows. During the year Tracker installed 133 149 units (an 11% decrease from the previous year) while its subscriber base increased to 567 274 000 vehicles. The impact of the decline in new vehicle sales and adverse economic conditions was most pronounced in the second half of the financial year.

The significant capital investment made during 2008 in a comprehensive disaster recovery capability and other information technology related hardware and software paid off when Tracker’s head office in Cresta was destroyed by a fire in January 2009. The company was able to resume the recovery of vehicles within a few hours, while it was business almost as usual within two days after moving into its temporary disaster recovery site. During March and April Tracker moved into its newly built premises in Cresta, a move that was planned before the loss of its old head office.

BEE
The Mineworkers Investment Company (MIC) has been an investor in Tracker since 2000 and has increased its historical 25% stake to 26.5% following the merger with Mobile Data. WesBank now holds a 32.5% stake, VenFin 31% and the balance of the equity, 10%, is held by a private investment consortium.

The future
The impact of lower vehicle sales and the financial strain on consumers are expected to limit growth in 2010. Tracker’s management is responding to this challenge by driving down input costs, pursuing new sales channels, developing new revenue streams with value added services, while retaining existing customers through excellent customer support services and high recovery rates. In addition, international opportunities are being explored using a low risk approach.

Return to top

CIV FIBRE NETWORK SOLUTIONS 30.0%
www.civ.co.za

civ

CIV Fibre Network Solutions (Proprietary) Limited (CIV FNS) is a holding company with investments in Dark Fibre Africa (Proprietary) Limited (88%) and Muvoni-Weltex Network Technologies (Proprietary) Limited (80%). These investments will enable the group to build and own infrastructure to carry fibre-optic networks.

The introduction of a deregulated telecommunications environment allowed the newly licensed telecommunication and media operators to move rapidly to commission their own network infrastructures. Apart from limited network deployment resources (civil engineering) to build these networks, there is a significant overlap in routes which results in cost duplication. Civil engineering infrastructure and ducting account for the majority of costs. The CIV FNS group offers the advantage of shared infrastructure which results in cost reductions for its clients.

CIV FNS is currently only active in the South African market but is investigating opportunities for similar businesses in other African countries.

Due to the diversity of operations in the CIV FNS group companies, each company will be addressed separately.

BEE
The 70% Shareholding held by Community Investment Ventures Holdings (Proprietary) Limited in CIV FNS culminates in CIV FNS being defined as a black-owned company in terms of the “modified flow through principal” as defined in the DTI’s Codes.

DARK FIBRE AFRICA (PROPRIETARY) LIMITED 26.4% (indirectly via CIV FNS) (DFA)
www.dfafrica.com

DFA is an 88%-owned subsidiary of CIV FNS with the balance of the shares held by Absa Bank Limited (10%) and the original entrepreneurs (2%). It is a leading independent and carrier neutral provider of secure ducting infrastructure, suitable to accommodate fibre-optic cables used by its clients for the transmission of urban and long-haul telecommunications traffic. The major benefits to customers are lower cost transmissions, reduced time to market and unlimited access to bandwidth.

Overview of the year to 30 June 2009
DFA commenced the rollout of its network in October 2007 with the assistance of its sister company, Muvoni-Weltex Network Technologies. A core ring in Johannesburg, regarded as the most important communication ring in Africa, was the first priority and was completed in July 2008. DFA completed several other rings in Cape Town, Durban, Midrand, Centurion and Pretoria. A total distance of 800km has been completed to date in the major metropolitan areas. DFA commenced the roll out of the long-haul routes (intercity) in April 2009 and completed the first route in June 2009 linking the Durban Metropolitan to the Seacom Landing Station in Mtunzini.

For the 12 months ended 30 June 2009, DFA reported revenue of R89m. The company achieved its prime objective of securing the initial customers and sales efforts have commenced in earnest with the availability of the segments of the above-mentioned rings. At the end of June 2009 DFA had signed eight long-term lease agreements with customers and the foundation of annuity-income-generating business was established. The DFA target is to contract three long term customers on every route build.

A sophisticated network control centre (“NOC”) is used to provide a world-class monitoring and maintenance service for clients. At 30 June 2009 NOC has 618km of DFA fibre under management.

The future
Project funding to the value of R785 million was secured from a consortium led by Absa Capital. Absa Capital acquired a 10% equity stake in DFA during July 2008. The generation of annuity income through the long-term lease contracts will enable DFA to secure more funding to expand the network. DFA plans to build a further 1 000km in the metropolitan areas in the next twelve months and 1 400km on the intercity long haul routes.

During the next year the company aims to extend its presence in the South African Telecommunications market by doubling the infrastructure footprint and expanding its sales and marketing activities. The companies that applied to ICASA for the new telecommunications licences will expand the size of DFA’s target market. With a healthy source of business and excellent prospects in a fast-growing target market, the biggest challenge is the limited delivery capacity caused mainly due to the bureaucratic right of way processes of local Authorities. DFA applied to ICASA for a licence that will assist to streamline the right of way approval process.
MUVONI-WELTEX NETWORK TECHNOLOGIES (PROPRIETARY) LIMITED 24.0% (indirectly via CIV FNS) (MWNT)

MWNT is a 80%-owned subsidiary of CIV FNS. It specializes in the mechanical trenching of road surfaces to facilitate the laying of ducts, to house fibre-optic cable. Once completed, the duct infrastructure is sold to DFA, its sister company. DFA leases and/or sells the duct infrastructure to licensed telecoms operators in South Africa. MWNT supplies its services on right of first refusal basis to DFA until the planned DFA network is completed in approximately five years’ time.

MWNT is a capital-intensive civil engineering company with an asset base of R150 million. The mechanical trenchers utilised are unique in that they trench roads fast and cleanly, hence the name “Cleanfast” machines. Traffic is partly disrupted for short periods and the narrow trenches (100 mm) are less disruptive than the conventional hand-trenching method. Rubble cut from the road surface is sucked up by the trenchers and stored in an enclosed bin. MWNT has the first-mover advantage in South Africa as its technology is considerably more productive than the traditional manual trenching methods and is recognised by Telecommunications Industry as best practise. The trenching methodology used by MWNT allows for rapid rollout of fibre infrastructure in Metro areas.

Overview of the year to 30 June 2009

MWNT commenced trenching for DFA exclusively in October 2007 by using one Cleanfast trenching machine. The asset financing was approved in 2008 and five additional machines were secured and production increased to 30km per month, resulting in over 250 km being trenched in the Gauteng province area by June 2009.

For the 12 months ended 30 June 2009, MWNT reported revenue of R184m, the actual gross margin was below expectations due to a lower productivity rate from the mechanical trenching teams most notably due to long delays in the right of way approval process from Authorities. Not all the Local Metropolitan Councils endorse the mechanical trenching process. MWNT adjusted the business model and appointed eight subcontractors to assist with manual trenching in areas where mechanical trenching was not possible or endorsed. The company now employees 300 fulltime employees and contracted labourers.

The future
The outlook for the new financial year remains difficult, and with the company only expecting to return from a loss-making position in the second quarter, management will continue to balance the need for short term financial performance carefully against longer-term objectives. The company was down-sized to deliver 38km of mechanical trenching per month supported by unlimited hand trenching capacity. The immediate short term focus is to market the advantages of the mechanical trenching process to the Metropolitan Councils in Cape Town and Durban.
MWNT assisted DFA with long-haul trenching, primarily through the use of subcontractors. The production capacity of long-haul work is 150 km per month. MWNT is building a sales and marketing department to focus on selling any available capacity to third parties. MWNT will remain the primary contractor for DFA.

Return to top

SAIL 33.7%
www.sail.co.za

sail

SAIL Group Limited (SAIL) is a South African based marketing and entertainment company with particular strengths in sports and experiential marketing services with an unrivalled African footprint, serving clients’ needs in 19 African countries and operating out of 20 offices across the continent.

SAIL's various wholly-owned subsidiaries are involved in the following activities for governmental, non-governmental (sports bodies, donor organisations and foundations) and corporate clients in South Africa and various sub-Saharan African countries:

Sponsorship, sports and entertainment marketing services;
Experiential and social marketing services;
Event management, promotion and ownership;
Hospitality sales and management; and
Other sports and entertainment-related consulting and advisory services.

In addition, SAIL also has various joint ventures and investments, which complement its primary marketing and entertainment services offering. These include:

A joint venture for the management and lease of Cape Town’s Green Point stadium (50%);
A joint venture for the exclusive rights to sell corporate hospitality packages in sub-Saharan Africa for the 2010 Soccer World Cup to be held in South Africa (50%);
A joint venture which had the exclusive rugby hospitality rights to the 2009 British and Irish Lions Tour of South Africa;
Investment in three of South Africa’s rugby brands, the Blue Bulls (50%), Western Province (24.9%) and Griffons (24.9%);
An investment in Edusport Travel, a sport and event-related travel agency (25.1%); and
A newly opened orthopaedic clinic attached to the Sports Science Institute of South Africa in Cape Town (18.2%)

Overview of the year to 30 June 2009
In 2009, SAIL continued to produce growth in revenue and earnings from its various activities. The Group further expanded its revenue streams and earnings through:

A) Entering into three strategic joint ventures and secured the following exclusive rights:

Management and lease of Cape Town’s Green Point stadium;
Sale of corporate hospitality packages in sub-Saharan Africa for the 2010 Soccer World Cup to be held in South Africa; and
Sale and management of rugby corporate hospitality package to the 2009 British and Irish Lions Tour of South Africa

B) Acquiring Experiential Marketing (“EXP”) to expand its marketing service offerings.

The group earnings have translated into positive cash flows. The cash flows were utilised to liquidate debt and applied towards future growth.

BEE
SAIL is fully committed to the principal of broad based black economic empowerment (BBBEE) and views it as a key imperative for its business. To this end, SAIL has undertaken measures in order to enhance its overall empowerment profile and in March 2009 attained an audited BBBEE statue of “Level 4 contributor” with a BEE Procurement Recognition Level of 100% in terms of the government’s BBBEE Codes of Good Practice.

The future
In the short-term, the 2010 Soccer World Cup provides big stimulus to the industry and SAIL is well positioned to benefit from business opportunities that will emerge in the run-up to and during the event.

In the medium-term, SAIL has developed a pipeline of prospects in stadium management, future event creation and management, and other marketing activities that will enable it to continue the growth of its core businesses. Combined with the positive synergies and cross-pollination that SAIL is likely to achieve as a result of its acquisition of EXP, the group is looking forward to a period of sustained growth.

SAIL Preference shares (144.8 million shares)
When SAIL was de-listed via a section 311 Scheme of Arrangement in 2005, VenFin provided the funding via a preference share. The preference share is convertible at VenFin’s election into 105.3 million ordinary shares. In the event of conversion, VenFin’s shareholding would increase to 49% on a fully diluted basis. The repayment or conversion would have occurred in 2010, however this has been extended as a result of VenFin providing the guarantees for SAIL to do the Exp transaction. VenFin can still elect to convert early or wait until the guarantees for the Exp acquisition no longer apply.

Return to top

VISIONCHINA 5.4%
www.visionchina.cn

visionchina

VisionChina Media Inc. (previously CDMTV) (VisionChina) manages China’s leading mobile digital television network on commuter mass transit, covering 18 of China’s most prosperous cities, including Beijing, Guangzhou and Shenzhen. At 31 March 2009 the company had installed 81 690 digital displays on buses, subway trains and platforms, compared with 48 700 in March 2008.

During 2007 VenFin co-invested $10 million in a B preference round of US$40 million in VisionChina for an overall 30.8% equity stake (VenFin's shareholding was 7.7%) in the company. The round was lead by Milestone China II at a stage when the company was still in a loss making position.

The company successfully listed on NASDAQ on 6 December 2007, raising $108 million at a price of $8 per share.

Overview of the year to 30 June 2009
Revenues for the full year ended December 2008 increased by 254% to $104 million and operating profit increased by 390% to $42 million. The impact of the weaker Chinese economic environment was however reflected in the results for the first quarter of 2009, with revenues down by 20% to $27.3 million from the previous quarter and operating profit down by 52% to $6.1 million. The main driver for the poor results was the 5.6 advertising minutes per broadcast hour sold, compared to 8.8 minutes in the previous quarter. The company elected not to drop its advertising rates during the last quarter.

On 30 June 2009 the share closed at $6.11, 38% down from the same period last year, resulting in a market capitalisation of $438 million. For comparison, the NASDAQ Composite index declined by 17.8% and the Shanghai index by 2.6% over the same period. Effective January 2009, VisionChina added a second TV channel to its broadcast in Beijing allowing for subways and buses to air programming and advertising independently. Airing a separate broadcast on each platform allows the company to sell bus and subway advertising minutes separately. The company currently has exclusive rights to five out of Beijing’s eight subway lines.

Since the listing VenFin was subjected to a lock-up period during which it could not sell any of its VisionChina shares. This lock-up period expired on in June 2008 and in August 2008 VenFin realised some profits by selling 17% of its shares at $15.2 per share. In January 2009 the share price fell as low as $4,9, which was undervalued in our view and as a result VenFin acquired 195 266 (0.27%) VisionChina shares in March 2009 at an average price of $6.5.

The future
The rebound in the advertising sector in China which the company had anticipated at the beginning of 2009 has been slower than expected. This has resulted in the company revising its full-year guidance for revenue in range from $121 million to $24 million and net income (non-GAAP) of between $31 million and $33 million.

Return to top

BRITEHOUSE 30%
www.britehouse.co.za

britehouse

Britehouse Holdings (Proprietary) Limited (Britehouse) is the holding company of four investments operating in the Business Software Applications arena. Britehouse owns 57.6% of 3fifteen, 100% of Britehouse Specialist SAP Division (SSD), 93% of Auto-Mate and 36% of Paracon Holdings Limited, an empowered JSE-listed ICT resourcing and solutions company.

3fifteen is a Microsoft Gold Partner and provides specialist Microsoft services including consulting, software application development and deployment.

Britehouse SSD is a SAP Service Alliance Partner and provides strategic business consulting and implementation services in respect of SAP software. It enhances this offering by also providing mobile and outsourced solutions to SAP customers.

Auto-Mate provides an unique hosted ERP offering to the automotive dealership market.

Overview of the year to 30 June 2009
For the 6 months ended 31 March 2009, the Britehouse Group reported revenue of R195.4 million and operating profit of R30.1 million. The share of associate income from Paracon was R7.5 million, the interest expense was R18.9 million and tax was R9.5 million resulting in profit after tax of R9.2 million.

After adjusting for the 2008 mid-year acquisition of Auto-Mate, the group was only able to achieve like-for-like growth in revenue of 4% and operating profit is flat in comparison to the prior period.

Whilst Auto-Mate and 3fifteen have seen revenue growth in the period, this has been diluted by the SAP division which has been the worst effected by the global economic downturn. The SAP division customer base is made up of large global business and mining companies. These customers have cut IT spending significantly in this period and we have seen a reduction in the number of new SAP implementations as well as the suspension or delay in current implementations or optimisation projects.

3fifteen was fortunate to win a large government contract in the period and this was the largest contributor to its revenue growth.

Despite the decline in reported vehicle volumes against prior periods, Auto-Mate continued to perform well in this period. However, indications are that it is lagging the market and in H2 as well as the future financial year, Britehouse is forecasting a reduction in revenue from this business.

Paracon had H1 revenue of R464 million, i.e. growth of 6% and EBITDA of R40 million, a decline of 7% against H1 2007. Paracon’s associate income, from its investment in Indian IT vendor Nihilent, declined by 142% to a loss of R1.6 million and this resulted in Paracon’s profit after tax declining by 30% to R26.4 million. Britehouse received a dividend of 12c per share from Paracon in March 2009 which equated to R14.4 million.

Shareholding changes
On 1 October 2008 Britehouse acquired the 25% minority shareholders in Pebbletree and One Arch was acquired and merged to form the 100% owned Britehouse SSD.

BEE
In 2007, 60% of Britehouse was sold to a BEE and investment consortium comprising VenFin, Convergence Partners Investments (Proprietary) Limited and Safika Holdings (Proprietary) Limited. The remaining 40% is held by Dimension Data.

Convergence Partners, previously known as Ngcaba Holdings, is an empowerment company led by Andile Ngcaba who has been active in the ICT industry for a number of years, and who was previously director-general of the South African Department of Communications.

Safika is a black-owned investment holding company which focuses on making strategic investments and assisting in the management of these investments.

The future
Despite the fact that the SAP business has been the worst hit by the global economic downturn, it is believed that the strategy of merging the businesses to become a Tier 1 SAP provider has been correct. The business is now competing in bids for implementations that it would not normally have been considered for. In addition it recently won the SAP Service Alliance Excellence Award which is the most prestigious of the SAP annual awards. Despite the decline in revenue in the SAP market, the business has gained market share in this period.

Auto-Mate has lost some market share due to the development of its new product taking longer than expected. This is an area of focus in H2 and the 2010 financial year.

Return to top

FUNDAMO 26.0%
www.fundamo.com

fundamo

The MMU (Mobile Money for the Unbanked) market expanded significantly during 2008. Mobile Operators started to reap measurable benefits (increase in revenue and loyalty) from their subscriber base by offering a mobile wallet to the subscribers. Fundamo (Proprietary) Limited (Fundamo) is the leading supplier of wallet software solutions to this market segment. Fundamo further established itself as the largest independent supplier of mobile banking solutions in this emerging industry. It is estimated that Fundamo technology runs about 25% of mobile wallet deployments in emerging economies. This is at least double the size of its nearest competitor.

All Fundamo licensing contracts include a recurring revenue component based on usage of the software.

Overview of the year to 30 June 2009
Fundamo completed almost twenty large deployments during the period under review. Each mobile wallet deployment is a complex project with many dependencies; including regulatory considerations. Clients now include some of the largest mobile operators (MTN and Zain) and deployments are operational in some of the most exciting emerging markets that include Nigeria, Pakistan and Mexico. Fundamo also extended the organisation to focus on regional growth. With offices in Singapore (with a focus on Asia Pacific) and Madrid (with a focus on Latin America), Fundamo is now prepared for further growth in 2009.

While direct competitors have been acquired by large companies (most notably Sybase’s acquisition of Paybox, and the strategic investment of Nokia in Obopay), Fundamo remained independent by choice. The company has strengthened its relationships with industry players on an arms-length basis, while focussing on growing the business. Mutually beneficial relationships with Gemalto, Accenture and SUN exist, as well as with strong regional players.

During the past year revenue once again increased by 82% with a substantial increase in profits as well. The company is making significant investment in the creation of additional capacity in order to be able to meet the expected demand. A new version of the software (Enterprise Edition) is scheduled for general release towards the end of 2009. This software will enable independent system integrators to easily deploy mobile payment solutions on the Fundamo platform, thus extending the capacity and the reach of Fundamo.

BEE
During the past year, Irene Charnley obtained a 10% shareholding in Fundamo, improving BEE compliance. Fundamo also made good progress with representation on the board, management and employment in general. Fundamo generates more than 90% of its revenue from exports, but remains committed to South Africa with its head office in Cape Town.

The future
Fundamo intends growing market-share during the next year on the back of superior products and services, leveraging the independence of the company, while capitalising on existing successes. As the visibility of the market increases we expect more fierce competition and the announcements of industry changing innovations.

An additional challenge will be to grow the recurring revenue stream as a percentage of the total revenue.

Return to top

VHF 17.0%
www.flexcell.com

flexcell

VHF Technologies SA (VHF), based in Yverdon (Switzerland), develops and manufactures thin film solar cells, using its proprietary Very-High-Frequency plasma technology to deposit thin layers of amorphous silicon onto plastic substrates. The VHF product is a flexible photo voltaic (PV) solar cell, as opposed to the well-established rigid crystalline silicon solar panels on a glass substrate, which currently comprise 90% of the PV market. Owing to its highly flexible substrates, VHF is able to deliver innovative solar consumer products (e.g. rollable battery chargers) and to provide integrated solutions for the building industry and industrial OEM markets.

VenFin invested CHF3.7 million in VHF, enabling the company to develop its technology. The investment in VHF is one of three that VenFin has made to date in the solar industry. With the three investments VenFin has exposure to three different PV technologies in the industry, being crystalline silicon based (Trina Solar), flexible thin film amorphous silicon based (VHF) and thin film CIGSSe based (Johanna Solar).

In June 2006 Q-Cells AG from Germany, the second largest manufacturer of crystalline silicon based solar cells in the world, became a shareholder in VHF. In February 2007 Q-Cells exercised its option to increase its shareholding in VHF to 51%. In May 2007 the shareholders decided to invest in a 30 MW factory to be built in Yverdon and since then VenFin has invested a further CHF13.2 million towards this project.

Overview of the year to 30 June 2009
Commercial production in the new factory has been limited to date due to technical challenges on the product and process sides. Issues regarding product efficiency and factory yields and throughputs are being resolved on an ongoing basis. Revenue for the year ended December 2008 was CHF1.3 million and CHF1 million for the six months ended June 2009.

The majority of sales are still in the consumer space, which has largely been sold to the yachting industry. Various collaborations with roofing companies are ongoing in order to certify products for roofing applications.

The future
VHF will need to raise additional equity by the end of 2009 while it continues to ramp up production in the new factory and sign up its first customers in the building integrated PV market.

Return to top

CIE TELECOMMUNICATIONS 30.0%
www.civ.co.za

civ

CIE Telecommunications (Proprietary) Limited (CIE Telecomms) is a holding company with a 96.2% shareholding in Dartcom (Proprietary) Limited a 53% shareholding in CZ Electronics (Proprietary) Limited and a 77% shareholding in MCT Telecommunications (Proprietary) Limited.

The underlying value and nucleus of the group’s activities formed the base for the formation and growth of Dark Fibre Africa (Proprietary) Limited (DFA), separately dealt with in this report.

The transaction in which VenFin acquired a 30% interest in the company was concluded in October 2008.

Due to the diversity of operations in the CIV Telecommunications group companies, each company will be addressed separately.

BEE
The 70% shareholding held by Community Investment Venture Holdings (Proprietary) Limited in CIE Telecomms culminates in CIE Telecomms being defined as a black-owned company in terms of the “modified flow through principal” as defined in the DTI’s Codes of Conduct.

The future
Dartcom has positioned itself to capture business from the infrastructure roll-out occurring in South Africa. The ducting sourced from India and fibre from Korea is becoming the de-facto standard locally. This has resulted in providing ducting to multiple customers and not only to DFA.

Whilst MCT has been trading a little behind expectation due to the slower than expected roll-out of fibre, the company is well placed to provide fibre installation, maintenance and monitoring for any providers of fibre offerings. The Network Operations Centre is world class and is used as a differentiator in the DFA offering.

CZ Electronics management are confident that they have an attractive offering in the DiTex product range. However, due to the lack of organization within Telkom this product has not been rolled out as expected. A business case is now being prepared to determine whether it is feasible to finance the roll-out on their own.

DARTCOM (PROPRIETARY) LIMITED (DARTCOM) 28.9% indirectly
The core business of Dartcom is:
- to provide auxiliary radio frequency and infrastructure products that interface with own equipment manufacturers’ radio frequency and radio and related equipment, both fixed line and mobile, as deployed largely in back bone and access networks.
- the distribution and assembly of fibre cabling, assemblies, accessories and optical distribution frame to carriers and access distributors, turnkey project implementers and contractors.
- the supply of DC Power Equipment mainly in the telecommunications and industrial markets offering stand-by batteries and AC to DC conversion.
- Offering a variety of specialised cabling, serving the transport-, automotive-, airline- and flight control-, military- industries as well as other specialised applications.
The company is a supplier to entities like Dark Fibre Africa (Proprietary) Limited, Vodacom, Plessey and Telkom.

Overview of the year to 30 June 2009
The impact of the economic downturn on fixed line operators and cellphone operators through Africa resulted in slower growth in the traditional areas of the business. However this was more than compensated for by the rapid growth in the fibre optics market spurred by the derelegulation of the telecommunication industry, which resulted in a growth of 55% in the revenue of the company.
CZ ELECTRONICS MANUFACTURING (PROPRIETARY) LIMITED (CZ ELECTRONICS) 15.9% indirectly
CZ Electronics specialises in the development, manufacturing and repair of electronic communications equipment. CZ Electronics is placed at the forefront of the telecommunications industry in South Africa, using state-of-the-art repair, maintenance and manufacturing techniques, offering high quality service and reliability.

Its manufacturing facility houses state of the art automated Surface Mount (SMD) assembly lines, providing the capacity for cost effective large volume production. The Surface Mount Technology facility can place 125,000 components per hour at better than 36 ppm defect rate. The facility does third part manufacturing and manufacturing of CZ Electronics rural radio products.

One of the unique product offerings of CZ Electronics is the DiTEX product range - a low power rural radio device for digital point-to-point and point-to-multipoint telephony and Ethernet connections. This product has the potential of replacing all copper based telephones in rural areas and will be able to bring internet and fax capabilities to areas that can at present not be reached. Trial and limited installations are currently taking place and larger uptakes are expected in the next financial year in South Africa and Africa.

Overview of the year to 30 June 2009
The economic downturn negatively influenced the company’s growth. In addition, development and marketing of the DiTEX product range required further financial resources. Despite the negative business environment the revenue line increased by 11% during the year under review.
MCT TELECOMMUNICATIONS (PROPRIETARY) LIMITED (MCT TELECOMMS) 23.1% indirectly
MCT Telecomms provides fixed line operators and GSM operators with networking products, fibre and copper monitoring and management platforms and services.

MCT Telecomms Managed Service offering is based on a comprehensive network management and service proposal, which can be customized to a particular operators’ individual network and business requirement.

MCT Telecomms also provides a Gridlock access management system which can secure all access points, hand holes, equipment cabinets and remote locations with secure locks activated with message encryption and decryption.

The company is well positioned for future growth based on the network growth of various mobile and fixed line operations in South Africa and Africa.

Overview of the year to 30 June 2009
MCT Telecomms provides a world-class monitoring and maintenance service for clients like Vodacom, SANRAL and Dark Fibre Africa that contributed to a 70% revenue growth in the period under review. As a result of investing in the business for expected future growth there was a decline in attributable income.

Return to top

PREMIER TEAM HOLDINGS 50.0%
www.mbnpromotions.co.uk

Premier Team Holdings Limited is a sports and leisure group based in the United Kingdom, including four companies: Saracens Limited, MBN Promotions, RT Marketing and The National Sporting Club.

Structure of the Business

Saracens Limited – a professional rugby club competing in the Guinness Premiership and European competition, Saracens employs 39 leading professional rugby players plus 16 coaching and medical professionals, plus 18 administrative, marketing and financial staff
MBN Promotions – based in Manchester, MBN employs five staff and organises 40 sporting lunches and dinners each year
RT Marketing – based in SW London, RT employs six staff and provides a range of sponsor activation, incentive and promotional services
The National Sporting Club - based in London with a distinguished history, and due to reopen at The Savoy in April 2010, NSC will host 12 premier sporting lunches and dinners per year.

Overview of the year to 30 June 2009
In 2008/09, the Premier Team Holdings group underwent significant change to weather the economic downturn in the UK and emerged stronger.

Saracens has embarked on an evolution to develop into a modern, dynamic professional rugby club, competing for honours and ultimately breaking even financially. An important element of the business plan, approved by the Board, is to build on the existing support base and develop a strong following among the large expatriate South African population in London and south-east England.

The team finished 9th in the 2008/09 Guinness Premiership, and reached the semi-final of the European Challenge Cup. Brendan Venter was appointed Director of Rugby in February, prompting a significant overhaul of the squad and inspiring fresh hope ahead of the 2009/10 campaign.

MBN, RT and NSC all became leaner operations, focussing on core business and key customers and reducing overheads.

The future
MBN, RT and NSC are seeking joint ventures within the wider group and preparing for the upturn, while Saracens remains firmly on course to complete its evolution into one of the leading rugby clubs in Europe, winning on the field, being commercially viable off the field, growing its existing support base and offering a home for South Africans in the UK.

Return to top

ONE DIGITAL MEDIA 34.1%
www.onedigitalmedia.com

one digital media

One Digital Media (Proprietary) Limited (ODM) is one of the largest network owners of digital media for retail in South Africa. The company celebrated its second birthday in February 2009 amid the downturn in the world markets and local advertisers cutting spending. Approximately 7 600 screens have now been installed at 988 sites throughout South Africa. ODM aims to give brand owners and retailers the ability to flight dynamic content via broadcast or narrowcast to multiple environments or single LCD screens in stores.

Overview of the year to 30 June 2009
During the year the ODM team continued to establish a new advertising channel company whilst faced with longer advertising sale cycles and reduced advertising budgets by brand owners. The company managed to grow revenue to R70 million off a low base and currently operates three distinct business models -

Ad-based networks as in SUPERSPAR’s, Tops, Makro Liquor and various taverns. Under this model ODM incurs the capital outlay and has to find the advertisers to fill the slots.
Service provider networks for a variety of applications including cell phone digital display stands in Game and Dion; free standing digital units for Unilever and Nivea in different stores including Pick ‘n Pay and Clicks. Under this model ODM sells the hardware to the customer and provides maintenance and content services at a fee.
Subscriber model for customers who have their own content and who pay a monthly fee for which ODM will supply, install and maintain the network, offer swop outs and generate content. The Wimpy digital menu boards are the first engagement under this model.

BEE
With ODM being a start-up company which is not generating free cash flow, it is difficult at this stage to introduce BEE shareholders. This aspect of the business will however receive attention in the near future.

The future
During the next year the company will aim to extend its presence as new network opportunities continue to present themselves.

Return to top

FRING 3.7%
www.fring.com

fring

Israeli mobile communications company fringland Limited (fring), fring™ is an award-winning mobile internet community and communication service that allows friends to connect, share experiences and enhance their communities together using the internet capability of their mobile device. fring does this using a combination of proprietary fring utilities and the internet’s most popular social and community applications including Skype, MSN, Facebook, GoogleTalk, Twitter, Yahoo! AIM, ICQ, Orkut and Last.fm. fring users interact with friends from all of their social communities via their personal fringFriends list - an interactive, dynamic, contact list of online friends, unified in one place, and enriched with real-time presence indication.

Overview of the year to 30 June 2009
Over this period, fring extended its application to additional handsets and enhanced the user experience. fring recently launched a brand new version which combines a user’s multiple Instant Messenger contacts into one dynamic- profile that shows each friend’s current availability at a quick glance and enables interaction directly from that combined mobile profile. This new capability is aimed to keep the users in the centre of their various social worlds.

fring also successfully completed a third round of funding. Apart from VenFin, all previous fring investors participated in this round, including U.S. based North Bridge Venture Partners, Pitango Venture Capital and Veritas Venture Partners.

The future
fring seeks to strengthen its leadership position further by delivering innovative mobile communication and internet solutions that will add real value to its users’ mobile capabilities.

Return to top

CIV POWER 30.0%
www.civ.co.za

civ

CIV Power (Proprietary) Limited (CIV Power) is a holding company with investments in FerroTech (Proprietary) Limited (FerroTech) (40%), Clearline Protection Systems (Proprietary) Limited (Clearline) (51%) and Enervate (Proprietary) Limited (51%). CIV Power is currently finalizing the acquisition of a 49% equity interest in Dynamic Instruments (Proprietary) Limited, a company that is well positioned to benefit from Eskom’s infrastructure rollout.

BEE
CIV Power’s 70% BEE shareholding in terms of the “modified flow through principal” per the DTI Codes of Good Practice contributes towards the empowerment status of the group.

CLEARLINE 15.3% indirectly
The company was founded in 1985 to provide lightning and power surge protection products and solutions. Clearline offers a consultancy service where professional expertise is offered to meet specific requirements for home, business and large corporate electronic protection installations. The company recently acquired a 65% equity interest in Clearline Infrastructure Solutions, a company that will provide systems integration solutions for the data centre and hosting environments.

Overview of the year
Clearline invested in new products which will enhance the company’s capability to compete within the alternative energy and integrated power solution’s market. Due to the slowdown in the traditional business the revenues declined.

As a result of the decline in traditional business the management team embarked on a new strategy to position the business within the infrastructure systems integration solutions market targeted mainly at the fast growing data centre and hosting environments.

The future
Maintaining market share in traditional business, introducing new channels for its products and gaining market share within the data centre and hosting environment.
FERROTECH 12% indirectly
For the last 25 years FerroTech has dedicated itself to specialising in Quality of Power Supply, while other companies concentrated in uninterrupted power supply (UPS) and other related product. FerroTech currently is the largest supplier of Voltage Stabilisers into the African market and can boast a product presence in every country beneath the Sub-Saharan line of Africa. Having its manufacturing plant based in Gauteng allows the company to offer specially designed products and solutions to the Mining, Industrial, Commercial and Telecommunications industry.

Overview of the year
Ferrotech achieved sales of R41.7million (2008: R17.3 million) notwithstanding that key mobile operators within the African market re-evaluated their infrastructure rollout strategies as a result of the global economic crisis.

The slowdown in infrastructure rollout will impact FerroTech’s traditional business for the 12 months ending June 2010. The focus is now on gaining market share in the energy management sector.

The future
The company has in addition to their current offerings positioned itself to participate in the energy management sector through its partnership with Junitza Electronics.

Return to top

FYNBOS 20%
www.fynbosmedia.co.za

fynbos

Fynbos (Proprietary) Limited (previously Fynbos Media (Proprietary) Limited) (Fynbos) is an early stage black controlled Cape Town-based investment holding company whose primary business is making equity investments with a view to long-term capital appreciation. VenFin owns 20% of Fynbos and is involved on a strategic level. VenFin has committed an initial R5 million to the company of which R1.5 million has been drawn and will also consider co-investing with the company on an ad-hoc basis.

Overview of the year to 30 June 2009
No new investments have been added during the year under review.

BEE
Fynbos is a black-controlled business with 68% of the shares held directly or indirectly by four black individuals. The company will continue to evaluate investment opportunities with the aim of establishing BEE partnerships.

Return to top

FRAXION 35.1%
www.fraxion.co.za

fraxion

Fraxion (Proprietary) Limited (Fraxion) develops and sells advanced spend management software that allows companies to control, manage and analyse spending behaviour in real time.

Overview of the year to 30 June 2009
Fraxion continued investing heavily into the product, with enhancements around travel and expense management as well as features required for our retail banking clients and larger retailers. The business met its financial targets and reached profitability. The company continued to expand into Southern Africa as part of its focus on developing markets.

BEE
Fraxion will introduce BEE ownership once the company has reached a more mature stage of development.

The future
Continuing product development, integration of external content into the Fraxion approval cycle and the partnering model will continue to be key drivers in growth during FY2010.

Return to top

JOHANNA SOLAR 7.1%
www.johanna-solar.com

johanna solar

Since May 2006, VenFin has invested €4.2 million in Johanna Solar Technology GbmH (Johanna Solar), a new company committed to build a 30 MW solar cell plant in the federal state of Brandenburg, Germany.

Johanna Solar uses a CIS (copper indium sulfide) based silicon-free technology, more specifically CIGSSe, which was developed by the Johannesburg University and prof. Vivian Alberts. Johanna Solar has entered into a global (excluding Africa) manufacturing license agreement with the University, which also allows it to sell sublicenses outside Africa.

The benefits claimed for the CIGSSe technology are similar to other thin film technologies, being a lower price than the incumbent crystalline silicon based technologies, as well as the usage of non-silicon materials.

Overview of the year to 30 June 2009
During the reporting year the demand for solar modules has reduced significantly, which resulted in lower selling prices of these modules and difficult trading conditions for start-up factories. Apart from customers preferring to source from well known and established suppliers, Johanna is not performing to expectation, due to various technical challenges. The company is not in full commercial production yet.

Return to top

KALAHARI ENERGY 9.8%
www.kalaharigas.com

kalahari

Kalahari Energy Limited BVI (KE) wholly owns Sekaname (Proprietary) Limited, a Botswana company that holds exploration licenses for coal- bed methane (CBM) in that country. KE possesses specialised equipment, expertise and experience in CBM exploration.

Independent resource projections show that large quantities of CBM are available in Botswana for exploitation, which could impact significantly on the energy sector in Southern Africa.

Overview of the year to 30 June 2009
During the course of the year, KE in partnership with other parties was awarded the contract for an independent power generation facility in Botswana, subject to gas reserve certification.

KE continues to make progress in determining the methodologies and metrics required to stimulate gas flow under local conditions. The company has managed to further bolster its CBM exploration expertise and hardware, presently operating the largest scale and most advanced equipment in the region.

The future
In support of reserve certification, KE is developing a number of projects in parallel, in conjunction with various partners and clients. In the shorter term these include power generation and distribution of compressed natural gas. In the medium and long term, projects under consideration include replacement products for liquid petroleum gas and pipeline distribution of gas to industrial zones in the region.

By the very nature of KE’s activities, project realisation will require a number of years. KE’s primary objective for the upcoming period is initial reserve certification.

Return to top

Investment review

Fund investments

MILESTONE CHINA I AND II
www.mcmchina.com

mcmchina

In September 2003 VenFin committed US$5 million to Milestone China Opportunities Fund I L.P. (Milestone China I), a limited partnership, which is managed by Milestone Capital Management Limited (MCM), a China-focused private equity investment firm with offices in Shanghai and Beijing. MCM is the general partner in this US$47 million fund of 2003 vintage.

In March 2007 VenFin committed US$25 million to Milestone China II, a second fund also managed by MCM. This second fund has received commitments of US$309 million from investors to date and is now closed for new investors.

The principal objective of MCM is to achieve superior medium-term capital appreciation in its funds through direct investments in well-established, high-growth companies seeking expansion or acquisition capital in China. All the executive team members of MCM are mainland Chinese with extensive investment and operational experience both in China and the US.

VenFin has invested US$4.3 million in Milestone China I to date and the fund has already returned US$9.3 million to VenFin from investments exited or partly exited. Milestone China I’s commitment period ended in May 2007 and hence MCM does not foresee any further investments to be made by this fund. Seven investments have been made to date, of which three have been exited.

The fund has now realised 98.5% of its Trina Solar shares, which has been a very successful investment. Apart from Trina Solar the other three remaining investments comprise a distributor of imported medical equipment based in Beijing, a xanthan gum producer (xanthan gum is used as an emulsifier in food) and a mobile phone handset design company.

VenFin has invested US$8 million in Milestone China II to date, i.e. 32% of its total commitment. The fund’s first investment of $15 million was in VisionChina Media Inc., which operates one of China’s largest out of home advertising networks using real time mobile digital television broadcasts to deliver content and advertising on mass transportation systems. In December 2007 VisionChina was successful listed on NASDAQ at $8 per share. In August 2008 Fund II sold 15% of its holding in VisionChina at $15 per share and VenFin received $1.1m as its share of this realisation. The share traded at $6.1 on 30 June 2009.

Fund II’s second investment was in October 2007 in one of the largest independent domestic passenger car manufacturers in China. This investment was exited at a profit in the first half of 2009 and VenFin received $2m as its share of this realisation. Fund II’s third investment is in a leading Chinese-based producer of polysilicon, the primary raw material used in the production of solar cells for the generation of electric power.

The future
Going forward, MCM will focus its efforts on the realisation of the remaining four investments in Milestone China I as well as making new investments through its second fund.

Return to top

GEMS II AND III
www.gems.com.hk

gems

General Enterprise Management Services Limited (GEMS) is a private equity fund management group that manages the GEMS funds (GEMS I – 1998 vintage, GEMS II – 2001 vintage and GEMS III – 2005 vintage). These funds make direct investments in the Asia Pacific Region. Funds under management in the GEMS II amounts to US$248 million and in GEMS III to US$154 million, representing capital commitments from corporate clients and selected individual investors from around the world.

VenFin has invested US$12.5 million in GEMS II, of which $6.99 million has been returned to date. In 2005 VenFin also committed a further US$12.5 million to GEMS III of which the full amount has now been drawn.

GEMS II originally made eleven investments – seven are fully exited or impaired and four still under active management. The remaining investments comprise a distributor of proprietary call centre/customer relationship management software applications, a semi-conductor manufacturer, an oil reserve development company and a branded goods retailer.

GEMS III has made four investments to date - one in a listed property developer in Thailand, one in a Singapore based insurance syndication company, one in a GSM network operator in New Zealand and in a mobile telecommunication service provider in Papua New Guinea. The fund has a commitment to a Chinese based fertilizer manufacturer, which if concluded, will result in the fund being fully invested.

The future
Going forward, management will focus its efforts on the realisation of the remaining four investments in GEMS II as well as unlocking value in the more recent investments of GEMS III.

Return to top

VERITAS
www.veritasvc.com

veritas

Veritas Fund II L.P. (VVP Fund II) is a US based venture capital fund managed by Veritas Venture Partners (Cayman) L.P. (Veritas), Israel’s pioneering venture capital firm. VenFin is a limited partner of the Fund, with a maximum exposure of USD1.5 million, representing an interest of 4%. Veritas has drawn USD1.35 million of this commitment.

The investment broadens VenFin’s access to international deal flow and networks. It has given us exposure to Israel and, to a lesser extent, the southeast USA region, where the Fund is primarily invested in seed-stage technology companies.

VVP Fund II L.P. made fifteen investments by June 2009. During the year under review, follow-on investments have been made into six of these companies, including Asankya, Bamboo, Escape, Fringland, UltraSpect and WebLayers. VenFin co-invested in Veritas’ portfolio company Fringland (“Fring”). The Fund has written down its investments in two portfolio companies, namely Bamboo and Prolify. Two of its portfolio companies, Guardium and ClickFox, already have significant revenues, are profitable and are beginning to receive exit feelers. Several others are still at a relatively early stage but continue to demonstrate interesting potential, including a couple with increasing revenues (Asankya, WebLayers and UltraSpect). Another two have interesting technology but still unclear business prospects (Sirica and Eship).

The future
Currently the Fund is operating beyond its initial investment period and is only doing follow-on investments in its existing portfolio companies. While the current business and exit environment for venture backed technology investments remain challenging and companies tend to stay longer in Venture Capital portfolios, the Fund is expected to commence harvesting its investments during the next 12 to 18 months.

Return to top

INVENFIN
www.invenfin.com

invenfin

InVenFin is a venture capital fund established in 2008 to focus on potential investments at the seed and start-up stage, which have Intellectual Property (“IP”) at their core and which can be commercialised internationally. The fund has its own board with experience in IP commercialisation, branding and design. It also has access to an extensive international network to assist in both the evaluation of proposals and adding value to businesses invested into. VenFin is the sole shareholder and has allocated an initial R50 million to the fund. Non executive board members are entitled to co-invest with InVenFin.

Overview of the year
In the past year InVenFin approved its first three investments. The funds committed to these investments total R20 million, which is “drip-fed” in tranches as various milestones are achieved. Two of the investments, one of which is in media IP and the other in the design and development of an industrial product are still in confidential development stages. The remaining investments have been announced and are as follows:

Ad Dynamo (www.addynamo.com) is a Pay Per Click advertising solution which delivers digital, contextual advertisements both online and on mobile phones. It is a market currently dominated by a single global player and Ad Dynamo offers an alternative for both advertisers and publishers.
ChessCube (www.chesscube.com) is a chess-playing, social network site which allows members to compete online, in real time, against each other in various timed games, including high speed variations. The site’s store also offers videos and other digital goods for the chess world and will shortly be offering online tournaments.

Both investments have shown strong growth and are making good progress in line with or ahead of their goals.

The future
Very few funders in South Africa operate in the seed funding space, particularly at a time when markets have become more risk averse. InVenFin remains confident that there are good opportunities in this market and it is essential that they be sought to ensure growth is driven from within this sector. InVenFin is currently reviewing several opportunities and will continue to work with individuals and institutions to identify appropriate investments with high value potential.

Return to top

This page was updated on 07.12.2009

Return to top

Afrikaans

Bookmark

t T T

| | | |

"This website contains information published electronically by Remgro Limited in order to maintain its exemption from periodic reporting under the U.S. Securities Exchange Act of 1934 pursuant to Rule 12g3-2(b) promulgated by the U.S. Securities and Exchange Commission thereunder."