The Group granted warrants in connection with the funds raised
on 5th June 2009. As part of the share issue, one warrant was
issued for every two shares, with an exercise price of 20p per
share.
Date of grant 2012 Weighted 2011 Weighted
Number average Number average
of Warrants exercise of Warrants exercise
price price
------------------------------- ------------ ----------------- -------------- ----------------- --------------
Warrants at the beginning
of the year Issue1 15,000,000 20p 15,000,000 20p
Granted during the - - - -
period
Warrants at the end
of the year 26,000,000 11p 6,000,000 25p
----------------- -------------- ----------------- --------------
No warrants were granted during the year.
The fair value of the warrants was determined using the
Black-Scholes option pricing model using the following
assumptions:
Issue1
------------
Share price at the date of grant 12.73p
Risk free interest rate based on date of grant 4.93%
Annual dividend yield Nil
Expected volatility 31.50%
Expected period until exercise 5 years
Fair value at date of grant 4p
Annual dividend yield is based on management's immediate
intention to re-invest operating cash flows. Expected volatility
was determined by calculating the historical volatility of the
Group's share price over the previous year. The expected period
until exercise is based on management's best estimate, for the
effects of non-transferability, exercise restrictions and
behavioural considerations.
The value of the warrants has been set aside as a separate
reserve pending the exercise of such warrants.
30. Subsidiaries
As at 29 February 2012, the Company held equity in the following
principal undertakings:
Proportion Country
Subsidiary undertakings held of incorporation Nature of business
--------------------------------
African Medical Investments 100% Tanzania Healthcare Services
Tanzania Public Limited
VIP Healthcare Solutions 100% Mauritius Hospital Management
Limited
AMI Aviation (Pty) 100% South Africa Emergency and Evacuation
Limited Services
AMI Operations Mauritius 100% Mauritius Holding Company
Limited
AMI Property Holdings 100% Mauritius Property Holding Company
Limited
Dactari Medical Investments 99% Kenya Healthcare Services
Limited
African Medical Investments 95% Mozambique Healthcare Services
Mozambique Limitada
EMP Services Limitada 100% Mozambique Property Holding Company
Streamsleigh Investments 100% Zimbabwe Healthcare Services
(Pvt) Limited
31. Investment in associates
The Group's share of the gain of the associate for the year
ended was US$ nil (2011: US$14,000) and its share of the
accumulated losses was US$ nil (2011:US$28,000). The associate
represents a 40% interest in a UK company, African Management
Services Limited ("AMS"), which provides accounting services.
Transactions with associates
During the year, AMS provided accounting and treasury services
to the Group for a management fee of US$270,000 (2011: US$302,750).
As at 29 February 2012, the Group owed AMS US$208,219 (2011:
US$274,750).
32. Related party disclosures
1) PH Edmonds and AS Groves, directors and shareholders in the
Company during the year, are also directors of and shareholders in
Agriterra Limited ("Agriterra"), Sable Mining Africa Limited
("Sable"). Related party transactions are entered into at an arm's
length basis. No provisions have been made in respect of amounts
owed by or to related parties.
During the year, the Group incurred certain expenditures which
were settled by Agriterra. As at 29 February 2012, the Group owed
Agriterra US$8,000 (2011: US$160,506).
During the year, the Group incurred certain expenditures which
were settled by Sable. As at 29 February 2012, there are no
material balances between the two organisations (2011:
US$136,721).
During the year, the Group incurred certain expenditures which
were settled by a subsidiary of Sable. As at 29 February 2012,
there are no material balances between the two organisations (2011:
The group was owed US$14,858).
2) Dansk Hospital Supplies and Medical Equipment Limited,
Higgins Technical Solutions Limited and Envirosafe Building Systems
and Solutions Limited are considered to be related parties by
virtue of the following:
-- The directors believe that control is exercised over the
companies by the former Chief Executive Officer, Dr Vivek Solanki;
and
-- Manon Thamothiram is a director of all of the above entities
and the Group company VIP Healthcare Solutions Limited. He is also
a director of Minerva Fiduciary Services (Mauritius) Limited, a
company that provided professional services to the Group during
both the 2010 and 2011 financial years.
The amounts paid to these companies during the year was:
2012 2011
$'000 $'000
----------- ----------
Dansk Hospital Supplies and Medical Equipment
Limited - 1,122
Higgins Technical Solutions Limited - 381
Envirosafe Building Systems and Solutions
Limited - 1,310
-----------
- 2,813
=============================================================== ==========
At balance sheet date, the following amounts were owing to these
companies:
2012 2011
$'000 $'000
---------- ----------
Dansk Hospital Supplies and Medical Equipment -
Limited -
Higgins Technical Solutions Limited - -
Envirosafe Building Systems and Solutions - -
Limited
- -
========== ==========
The board does not believe these transactions were conducted on
an arm's length basis and as a result the assets purchased from
these suppliers have been impaired or taken to the income statement
as loss from financial irregularities (see note 6).
The board has been unable to ascertain the shareholdings in the
companies as at the time of issuing these financial statements.
3) Remuneration of key management personnel
The remuneration of the directors, who are the key management
personnel of the Group, is set out below in aggregate for each of
the categories specified in IAS 24 'Related Party Disclosures'.
Further information about the remuneration of individual directors
is provided in note 11.
2012 2011
$'000 $'000
---------- ----------
Short-term employee benefits 503 350
Share-based payment 158 -
---------- ----------
661 350
========== ==========
33. Events after the reporting period
On 7 March 2012, the company raised US$450,000 by way of a
subscription for loan notes (the 'Loan Notes') by Harbinger Capital
Partners Master Fund I, Ltd ('Harbinger') under a newly constituted
loan note instrument. The Loan Notes, which are unsecured, carry a
10% per annum coupon (compounded annually) which is repayable with
the principal. The Loan Notes are repayable, at the latest, on 2
February 2016, or earlier in other limited circumstances including
certain events of default. The Loan Notes may also be repaid at any
time at the discretion of the Company.
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