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Registration number: 02948753

Capespan International Holdings Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

Capespan International Holdings Limited

Contents

Company Information

1

Directors' Report

2

Statement of Directors' Responsibilities

3

Independent Auditor's Report

4 to 6

Profit and Loss Account

7

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11 to 16

 

Capespan International Holdings Limited

Company Information

Directors

Andre Johannes De Klerk

Charl Albert Du Bois

Registered office

Rees Russell LLP
37 Market Square
Witney
Oxon
OX28 6RE

Solicitors

Thomson Snell and Passmore
3 Lonsdale Gardens
Tunbridge Wells
Kent
TN1 1NX

Auditors

Just Audit & Assurance Ltd
37 Market Square
Witney
Oxfordshire
OX28 6RE

 

Capespan International Holdings Limited

Directors' Report for the Year Ended 31 December 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors of the company

The directors who held office during the year were as follows:

Anton Frederik Fuchs (ceased 29 April 2024)

Andre Johannes De Klerk

The following director was appointed after the year end:

Charl Albert Du Bois (appointed 1 July 2024)

Principal activity

The principal activity of the company is is that of a holding company. The company's subsidiaries provide marketing, selling and distribution services in relation to the fruit trade and allied food products. There has been no significant change in those activities during the year.

Going concern

The directors have made an assessment of the Company's ability to continue as a going concern taking into account all available information about the future, which under IAS 1 Presentation of Financial Statements is at least, but is not limited to, twelve months from the date on which these financial statements are approved. We confirm that we have not identified events or conditions that may cast significant doubt on the Company's ability to continue as a going concern.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors Just Audit & Assurance Ltd are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 11 September 2024 and signed on its behalf by:
 

.........................................
Andre Johannes De Klerk
Director

 

Capespan International Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Capespan International Holdings Limited

Independent Auditor's Report to the Members of Capespan International Holdings Limited

Opinion

We have audited the financial statements of Capespan International Holdings Limited (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, and 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 United Kingdom Accounting Standards, including FRS 102 Section 1A 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

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 responsibilities for the audit of the financial statements section of our report. We are independent of the company 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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.

 

Capespan International Holdings Limited

Independent Auditor's Report to the Members of Capespan International Holdings Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; or

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 3], 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

Capespan International Holdings Limited

Independent Auditor's Report to the Members of Capespan International Holdings Limited

Our assessment focused on key laws and regulations the company has to comply with and areas of the financial statements we assessed as being more susceptible to misstatement. These key laws and regulations included but were not limited to compliance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant tax legislation.

We are not responsible for preventing irregularities. Our approach to detect irregularities included, but was not limited to, the following:

• obtaining an understanding of the entity’s policies and procedures and how the entity has complied with these, through discussions and sample testing of controls;
• obtaining an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework;
• an understanding of the entity’s risk assessment process, including the risk of fraud;
• designing our audit procedures to respond to our risk assessment; and
• performing audit work over the risk of management override of controls including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing estimates for bias.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 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.

......................................
Martin Wright FCA (Senior Statutory Auditor)
For and on behalf of Just Audit & Assurance Ltd, Statutory Auditor

37 Market Square
Witney
Oxfordshire
OX28 6RE

11 September 2024

 

Capespan International Holdings Limited

Profit and Loss Account for the Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

 

-

-

Gross profit/(loss)

 

-

-

Administrative expenses

 

(8,998)

(6,600)

Operating loss

 

(8,998)

(6,600)

Other interest receivable and similar income

 

172

-

Amounts written off investments

 

595,546

445,258

   

595,718

445,258

Profit before tax

586,720

438,658

Profit for the financial year

 

586,720

438,658

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

 

Capespan International Holdings Limited

Statement of Comprehensive Income for the Year Ended 31 December 2023

2023
£

2022
£

Profit for the year

586,720

438,658

Total comprehensive income for the year

586,720

438,658

 

Capespan International Holdings Limited

(Registration number: 02948753)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

5

3,569,793

2,974,075

Current assets

 

Debtors

6

98,070

102,268

Creditors: Amounts falling due within one year

7

(7,800)

(3,000)

Net current assets

 

90,270

99,268

Net assets

 

3,660,063

3,073,343

Capital and reserves

 

Called up share capital

8

6

6

Share premium reserve

9

-

6,949,994

Capital redemption reserve

800,000

800,000

Retained earnings

9

2,860,057

(4,676,657)

Shareholders' funds

 

3,660,063

3,073,343

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 11 September 2024 and signed on its behalf by:
 

.........................................
Andre Johannes De Klerk
Director

 

Capespan International Holdings Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Note

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 January 2023

 

6

6,949,994

800,000

(4,676,657)

3,073,343

Profit for the year

 

-

-

-

586,720

586,720

Transfers

9

-

(6,949,994)

-

6,949,994

-

At 31 December 2023

 

6

-

800,000

2,860,057

3,660,063



 

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 January 2022

6

6,949,994

800,000

(5,115,315)

2,634,685

Profit for the year

-

-

-

438,658

438,658

At 31 December 2022

6

6,949,994

800,000

(4,676,657)

3,073,343

 

Capespan International Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in United Kingdom.

The address of its registered office is:
Rees Russell LLP
37 Market Square
Witney
Oxon
OX28 6RE

The principal place of business is:
The Maidstone Studios
New Cut Road
Maidstone
Kent
ME14 5NZ
United Kingdom

These financial statements were authorised for issue by the Board on 11 September 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Summary of disclosure exemptions

The Company has taken advantage of the exemption not to prepare consolidated financial statements provided by Section 400 of the Companies Act 2006, as it is a subsidiary of Capespan Group Propietary Limited, a Company incorporated in South Africa, which prepares consoldiated financial statements including the results of this Company.

Going concern

The financial statements have been prepared on a going concern basis.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

 

Capespan International Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Investments in subsidiaries and associates

Investments in subsidiaries and associates are carried at cost less impairment. Dividend income is recognised when the right to receive payment is established.

The carrying amounts of the Company’s investments are assessed for impairment when an event or transaction indicates that an impairment may have occurred. If any such indication exists, an impairment test is carried out and the asset is written down to its recoverable amount as appropriate.

The recoverable amount of an asset is the greater of its net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss, is reversed if there has been a change in the estimates used to determine the recoverable amount.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 2 (2022 - 2).

4

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements

4,800

6,600

 

Capespan International Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023


 

5

Investments

2023
£

2022
£

Investments in subsidiaries

3,569,793

2,974,075

Subsidiaries

£

Cost or valuation

At 1 January 2023

2,974,075

Revaluation

595,718

At 31 December 2023

3,569,793

Provision

Carrying amount

At 31 December 2023

3,569,793

At 31 December 2022

2,974,075

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Incorporated and trading in

Percentage of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Capespan International Limited

United Kingdom

100%

100%

Capespan Continent NV

Belgium

100%

99.99%

Fresh Fruit Services Continent CVBA

Belgium

0%

0.01%

 

Capespan International Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Investment interest held through subsidiary concerns
 

Incorporated and trading in

Percentage of voting rights and shares held

2023

2022

Held by Capespan International Limited

Fresh Fruit Services Continent CVBA

Belgium

0%

0.01%

Capespan Continent NV

Belgium

0%

0.01%

Held by Capespan Continent NV

Fresh Fruit Services Continent CVBA

Belgium

0%

99.98%

Capespan Schweiz AG

Switzerland

100%

100%

Capespan Germany GmbH

Germany

100%

100%

Capespan Schweiz AG was formally liquidated on 6 January 2024

All principal subsidiary undertakings provide marketing, selling and distribution services in relation to the fruit trade and allied products.

All the above undertakings have financial years ended on 31 December.

6

Debtors

Current

Note

2023
£

2022
£

Amounts owed by related parties

98,070

102,268

   

98,070

102,268

 

Capespan International Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

7

Creditors

Creditors: amounts falling due within one year

2023
£

2022
£

Due within one year

Accruals and deferred income

7,800

3,000

8

Share capital

Allotted, called up and fully paid shares

2023

2022

No.

£

No.

£

Ordinary A shares of £1 each

3

3

3

3

Ordinary B shares of £1 each

3

3

3

3

6

6

6

6

The holders of each class of shares have the right to appoint up to four directors. In all other respects, the A and B shares rank pari passu.

9

Reserves

In light of a strategic review and assessment as to ongoing commitment to optimise the company's and group's financial structure, the Board of Directors endorsed a reduction in the company’s capital base. The decision was driven by the company's objective to return surplus capital to shareholders which is no longer required for its current operational needs.

By reducing the capital base, the intention is to enhance shareholder value and improve the company’s financial flexibility. The reduction will also allow the elimination of accumulated losses, thereby positioning the company to declare dividends in the future. This move is supported by a solvency statement from the directors, confirming that the company will remain solvent and capable of meeting its obligations for the next 12 months. It is believed that the strategic adjustment will strengthen the company's balance sheet and support its long-term growth objectives.

A resolution was passed 5 September 2023 supporting this approach with an effective cancellation of the company's share premium account, the balance being transferred to retained earnings.

 

Capespan International Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

10

Parent and ultimate parent undertaking

Capespan International Holdings Limited has taken advantage of the exemption not to prepare consolidated financial statements provided by section 400 of the Companies Act 2006, as it is a subsidiary undertaking of Capespan Group Proprietary Limited, a company incorporated in South Africa, which prepares consolidated financial statements which include the results and financial position of the company.

  These financial statements are available upon request from The Secretary, Capespan Group Proprietary Limited, 1 Edmar Street, 1st Floor Oak Leaf Terrace, Old Oak Office, Tyger Valley, Western Cape, South Africa, 7530

 The company's immediate parent is Capespan Group Proprietary Limited, incorporated in South Africa.

 The ultimate parent is Zeder Investments Limited, incorporated in South Africa.