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INVICTA HOLDINGS LIMITED - Unaudited condensed consolidated results for the six months ended 30 september 2017

Release Date: 27/11/2017 07:18:00      Code(s): IVT IVTP     
INVICTA HOLDINGS LIMITED
Registration number: 1966/002182/06 | (Incorporated in the Republic of South Africa)
Share code: IVT | ISIN: ZAE000029773
Preference share code: IVTP | ISIN: ZAE000173399
("Invicta" or "the Group" or "the Company")

UNAUDITED CONDENSED CONSOLIDATED RESULTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

FINANCIAL HIGHLIGHTS
REVENUE UP 2.7% TO R4.86 BILLION
PROFIT FROM CONTINUING OPERATIONS UP 6.4% TO R314 MILLION
PROFIT BEFORE TAXATION UP 8.7% TO R399 MILLION
EARNINGS PER SHARE FROM
CONTINUING OPERATIONS 0% FLAT AT 242 CENTS
CONSISTENT DIVIDEND COVER

COMMENTS
OVERVIEW OF THE PERIOD
The Invicta Group has managed to hold its own in a very challenging environment.

In South Africa, low economic growth, low business confidence, political uncertainty and a troubled mining sector
(following the announcement by government of a controversial mining charter) weighed heavily on the Group, which
derives about 80% of its revenue from within South Africa. Contrasting this, global trading conditions have improved
and this growth looks set to continue, which should help to carry the Group until conditions in South Africa normalise.

The sale of the Building Supplies Group ("BSG") became unconditional on 30 September 2017, and shareholders are
referred to a separate SENS announcement in this regard dated 10 October 2017.

GROUP PERFORMANCE
CONTINUING OPERATIONS
The continuing operations comprise:

-    ESG ("Engineering Solutions Group") ? African distributor of engineering products, technical services and solutions
     including bearings, tools, electric motors and hydraulics.
-    CEG ("Capital Equipment Group") ? agricultural machinery, construction machinery, forklifts and related parts in
     southern Africa and earthmoving machinery parts in South East Asia via Kian Ann Engineering, which is based
     in Singapore.

Revenue from continuing operations increased by 3% from R4.73 billion to R4.86 billion. Gross margins declined due to
increased pricing pressures from competitors, whilst operating profit increased by 1% from R429 million to R432 million,
assisted by improved foreign exchange movement.

Profit on the sale of investments of R24 million helped to augment profit from continuing operations, which after tax
increased by 6% from R295 million to R314 million. Earnings per share from continuing operations were flat at 242 cents
per share, whilst headline earnings per share decreased by 7% from 243 cents to 225 cents per share, which reflects the
true economic reality of what is happening in South Africa.

The ordinary dividend for the six months is 69 cents per share, down 4% on the comparative period, maintaining a dividend
cover of 3.5 times.

Cash generated by all operations of R111 million was reduced by the strategic increase of working capital and the
receivable on the disposal of BSG, which was largely received in October 2017.

DISCONTINUED OPERATIONS
Last year the decision was taken to dispose of BSG (consisting of the MacNeil and Tiletoria group of companies), in
order to focus the Group on its core competency of industrial consumable products, capital equipment and parts.
BSG is therefore shown as a Discontinued Operation in the Condensed Consolidated Statement of Profit or Loss and
other Comprehensive Income in the prior year and comparative period, and as Assets Held for Sale in the Condensed
Consolidated Statement of Financial Position in the prior year.

The transaction became unconditional on 30 September 2017, as announced in a SENS announcement on 10 October
2017, and proceeds arising from the sale commenced flowing into the group after this date.

ESG
The Engineering Solutions Group felt the headwinds of the slowdown in industrial and mining South Africa.

Revenue declined by 3% to R2.27 billion for the period under review. As conditions became more difficult and industry
sales slowed down, competitors reduced prices in order to liquidate stock, which resulted in gross margins declining.
Project work in the mining sector dried up virtually completely and only essential maintenance purchases were made
by customers. The threat of labour unrest in the industry in July further added to the uncertainty in the market. Action
taken by ESG management to mitigate the decline in activity in the market, including the cancellation of a number of
outsourced contracts, automation of processes and consolidation of branches/distribution hubs, helped to limit the
decline in operating profit to 16%, from R241 million to R202 million. The benefits of these measures will only fully take
effect in the second half of the financial year.

A highlight of the period was the very successful opening in September 2017 of the BMG World facility in Johannesburg,
which has been refurbished over the past few years. The 10 hectare site is a world class logistics facility and is now
fully operational. The benefits of the facility will be felt in the future, and it positions the BMG Group perfectly to take
advantage of any upturn in the economy.

New branches in Tanzania, DRC and Ghana complement the African operations already in place in Zambia, Mozambique,
Swaziland, Namibia and Botswana.

CEG
The Capital Equipment Group continues to focus on increasing the number of units in the market to secure original
manufactured and aftermarket parts.

CEG had a relatively strong performance for the 6 months ? in very competitive and challenging market conditions.
The agricultural sector in South Africa emerged from the worst drought in over 100 years in late calendar 2016, although
the Western Cape is still suffering from a severe drought. Construction machinery sales in the country during the period
were still subdued, although certain segments within the market have improved, although marginally.

As announced previously, with effect from 1 May 2017 the group relinquished the right to import and distribute the New
Holland brand agricultural products into southern Africa to CNH, the manufacturer of the product. As expected, the
impact on the Invicta Group results so far has not been material. The remaining distribution rights for other CNH branded
products (CASEIH & CASE Construction) are not affected by this agreement. CEG continues to support the New Holland
agricultural products in the aftermarket.

Contrasting the conditions in South Africa, South East Asia and the world as a whole have picked up, which has benefitted
Kian Ann. Its volumes have steadily increased and profits have improved strongly compared with the prior period.

CEG increased its revenue by 7% from R2.38 billion to R2.56 billion. Gross margin pressure within South Africa
contributed to the South African business producing lower operating profit than the prior period, whilst Kian Ann
improved its operating profit resulting in CEG's operating profit remaining virtually flat at R218 million compared to the
prior period. Good operational cash generation also resulted in healthy interest income further assisting in the overall
performance of CEG.

STRATEGIC FOCUS
The Group's strategic focus is to generate cash in its existing businesses and to invest this in sound acquisitions that
diversify the Group's revenue streams both within its product groups and geographically.

PROSPECTS
The Group remains resolute in its efforts to produce results above market benchmarks and its competitors. Trading
conditions in the period under review were much more challenging in South Africa than management had anticipated,
largely due to factors beyond the control of the Group.

The businesses that make up the Invicta Group have strong fundamentals and enjoy significant competitive advantage.
Management will continue to consolidate the strengths of the current businesses that make Invicta one of the leading
suppliers of industrial consumable products, capital equipment and parts in southern Africa and South East Asia.

Any forward looking statement in this announcement has not been reviewed nor reported on by the Company's Auditors.

CHANGES TO THE BOARD AND BOARD COMMITTEES
Grace Miriam Chemaly resigned as Group company secretary and legal advisor effective 27 September 2017. The Group
is in the process of finding a replacement.

APPRECIATION
The board is once again highly appreciative to the executive managers, managers and staff for the excellent commitment
and performance in what can only be described as difficult and uncertain political and economic times in South Africa.

The board is confident that, with the strengths the Group possesses and the strategic decisions that the board will take,
the Group will continue to deliver sustainable value to all stakeholders.

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
                                                                           Unaudited six months ended             Audited
                                                                                           Restated           year ended
                                                                                   30 Sep         30 Sep           31 Mar
                                                                            %         2017           2016             2017
                                                                       change        R'000          R'000            R'000
Continuing operations                                                                                                        
Revenue                                                                      3    4 856 553      4 727 012        9 631 811
Gross profit                                                                     1 433 392      1 472 977        3 073 847
Operating profit before foreign exchange movements                         (4)      426 425        443 423        1 051 178
Net foreign exchange cost                                                            5 072       (14 880)         (40 748)
Operating profit                                                             1      431 497        428 543        1 010 430
Interest and dividends received from financial investments                         409 287        348 270          771 942
Interest paid                                                                    (468 327)      (409 447)        (889 429)
Profit on disposal of investment                                                    24 439              ?                ?
Share of profits/(losses) of associates                                              2 189          (196)            4 106
Profit before taxation from continuing operations                            9      399 085        367 170          897 049
Taxation                                                                          (85 280)       (72 334)        (321 747)
Profit for the period from continuing operations                             6      313 805        294 836          575 302
Discontinued operations                                                                                                 
Profit for the period from discontinued operations                        (87)        1 738         13 817           36 505
Profit for the period                                                              315 543        308 653          611 807
Other comprehensive income                                                                                               
Items that will be reclassified subsequently to profit or loss:                                                          
Exchange differences on translating capitalised loans                                3 578              ?         (10 788)
Exchange differences on translating foreign operations                              65 403      (112 832)         (82 482)
Total comprehensive income for the period                                          384 524        195 821          518 537
Profit attributable to:                                                                                                   
Owners of the Company                                                              260 651        272 245          533 304
Non-controlling interest                                                            12 487        (3 882)          (3 932)
Preference shareholders                                                             42 405         40 290           82 435
                                                                                  315 543        308 653          611 807
Total comprehensive income attributable to:                                                                               
Owners of the Company                                                              327 260        171 013          447 004
Non-controlling interest                                                            14 859       (15 482)         (10 902)
Preference shareholders                                                             42 405         40 290           82 435
                                                                                  384 524        195 821          518 537
Earnings per share from continuing operations (cents)                       ?           242            242              465
Earnings per share (cents)                                                 (4)          244            255              499
Diluted earnings per share (cents)                                         (4)          244            255              499

                                                                           Unaudited six months ended              Audited
                                                                                                 Restated      year ended
                                                                                  30 Sep            30 Sep          31 Mar
                                                                         %           2017              2016            2017
                                                                     change         R'000             R'000           R'000
Determination of headline earnings                                                                                         
Attributable earnings                                                             260 651           272 245         533 304
Adjustments                                                                                                            
? Headline earnings per share adjustments on discontinued operations                    ?                (2)          (578)
? Gain from bargain purchase price recognised                                           ?              (187)          (235)
? (Profit)/Loss on property, plant and equipment                                  (2 163)              3 491          3 517
? (Profit)/Loss on disposal of investments                                       (24 439)                  ?          5 286
? Profit on disposal of other assets                                                (278)                  ?          (231)
? Net profit on disposal of property, plant and equipment                               ?            (2 354)       (11 355)
? (Reversal)/Impairment of loans                                                    (297)                  ?          3 089
Total adjustments before taxation and non-controlling interest                   (27 177)                948          (507)
Taxation                                                                           9 251                 444          1 456
Non-controlling interest                                                                ?                 27            307
Total adjustments                                                                (17 926)              1 419          1 256
Headline earnings                                                                 242 725            273 664        534 560
Determination of headline earnings                                                                                      
Headline earnings per share from continuing operations (cents)              (7)       225                243            466
Headline earnings and diluted headline earnings per share (cents)          (11)       227                256            500
Shares in issue                                                                                                              
Weighted average ('000)                                                          106 953            106 953        106 953
At the end of the period ('000)                                                  108 495            108 495        108 495
Number of shares used for diluted earnings per share ('000)                      106 953            106 953        106 953
Headline earnings per share (cents)                                        (11)       227                256            500
Earnings per share (cents)                                                  (4)       244                255            499
Dividends per share* (cents)                                                          69                 72            167
? Interim                                                                   (4)        69                 72             72
? Final                                                                      ?          ?                  ?             95

* In accordance with IAS 10, the interim dividend of 69 cents per share proposed by the directors has not been reflected in 
  the final results.  

CONDENSED CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
                                                                                  Unaudited six months ended       Audited
                                                                                                   Restated    year ended
                                                                                     30 Sep           30 Sep        31 Mar
                                                                                       2017             2016          2017
                                                                                      R'000            R'000         R'000
ASSETS                                                                                                                  
Non-current assets                                                                 8 582 259        7 801 445     8 167 232
Property, plant and equipment                                                      1 728 490        1 600 804     1 640 530
Financial investments and investment in associates                                 2 193 603        1 891 606     2 085 253
Goodwill and other intangible assets                                                 765 999          828 980       776 075
Financial assets, finance leases and long-term receivables                         3 718 675        3 283 199     3 484 113
Deferred taxation                                                                    175 492          196 856       181 261
Current assets                                                                     7 775 658        7 816 268     7 024 693
Inventories                                                                        3 960 585        4 020 813     3 662 856
Trade and other receivables                                                        2 089 355        2 080 179     1 541 960
Taxation prepaid                                                                      13 985           33 248        16 113
Current portion of financial investments, finance leases
and long-term receivables                                                            875 421          725 099       751 247
Bank and cash balances                                                               836 312          956 929     1 052 517
Assets classified as held for sale                                                   173 519           15 940     1 073 053
Total assets                                                                      16 531 436       15 633 653    16 264 978
EQUITY AND LIABILITIES                                                                                                   
Capital and reserves                                                               5 425 915        5 154 468     5 268 111
Equity attributable to the equity holders                                          5 342 435        4 947 405     5 116 027
Non-controlling interest                                                              83 480          207 063       152 084
Non-current liabilities                                                            7 198 334        6 718 610     6 892 355
Long-term borrowings and financial liabilities                                     7 159 719        6 686 654     6 857 313
Deferred taxation                                                                     38 615           31 956        35 042
Current liabilities                                                                3 797 313        3 760 575     3 432 390
Trade, other payables and provisions                                               2 244 064        2 643 884     2 136 640
Share appreciation rights liability                                                    4 357            6 111         5 443
Taxation liabilities                                                                 195 722           30 656       170 052
Shareholders for dividends                                                            41 485           38 649        49 593
Current portion of long-term borrowings                                            1 012 910          814 424       864 211
Bank overdrafts                                                                      298 775          226 851       206 451
Liabilities associated with assets held for sale                                     109 874                ?       672 122
Total liabilities                                                                 11 105 521       10 479 185    10 996 867
Total equity and liabilities                                                      16 531 436       15 633 653    16 264 978

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
                                                                                Unaudited six months ended         Audited
                                                                                                 Restated      year ended
                                                                                   30 Sep           30 Sep          31 Mar
                                                                                     2017             2016            2017
                                                                                    R'000            R'000           R'000
SHARE CAPITAL, SHARE PREMIUM AND                      
PREFERENCE SHARE CAPITAL                                                                                                  
Share capital                                                                        5 424            5 424           5 424
Share premium                                                                    2 653 151        2 653 151       2 653 151
Treasury shares ? Balance at beginning of the period                              (68 057)         (85 011)        (85 011)
Treasury shares ? Movement for the period                                                ?                ?          16 954
Treasury shares ? Balance at end of the period                                    (68 057)         (85 011)        (68 057)
Preference shares                                                                  750 000          750 000         750 000
RETAINED EARNINGS                                                                                                        
Balance at the beginning of the period                                           1 730 052        1 358 685       1 358 685
Total comprehensive income                                                         303 055          272 245         604 951
Other reserve movements                                                           (42 259)              932           7 879
Non-controlling interest arising on acquisitions and                      
purchases of non-controlling interests                                                   ?          (5 730)               ?
Ordinary and preference dividends paid                                           (143 769)         (81 411)       (241 463)
Balance at the end of the period                                                 1 847 079        1 544 721       1 730 052
OTHER RESERVES                                                                                                            
Balance at the beginning of the period                                              45 457          174 423         174 423
Share appreciation rights exercised                                                      ?            1 606               ?
Share appreciation rights issued                                                       677                ?               ?
Non-controlling interest arising on acquisitions and                      
purchases of non-controlling interests                                                   ?           11 600        (41 944)
Other reserve movements                                                             42 095            4 323        (11 510)
Translation of foreign operations                                                   66 609        (112 832)        (75 512)
Balance at the end of the period                                                   154 838           79 120          45 457
Attributable to equity shareholders                                              5 342 435        4 947 405       5 116 027
NON-CONTROLLING INTEREST                                                                                                
Balance at the beginning of the period                                             152 084          183 310         183 310
Total comprehensive income                                                          14 859            9 031          18 686
Transfer from non-distributable and other reserve                      
movements                                                                                ?         (14 513)         (3 146)
Non-controlling interest arising on acquisitions and                      
purchases of non-controlling interests                                             (1 092)           31 365        (37 719)
Disposal of subsidiary                                                            (81 932)                              
Ordinary dividends paid                                                              (439)          (2 130)         (9 047)
Balance at the end of the period                                                    83 480          207 063         152 084

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                               Unaudited six months ended          Audited
                                                                                                Restated       year ended
                                                                                  30 Sep           30 Sep           31 Mar
                                                                                    2017             2016             2017
                                                                                   R'000            R'000            R'000
Cash flows from operating activities                                                                                   
Cash generated from operations                                                    111 141          731 581        1 347 957
Finance costs                                                                   (468 328)        (434 877)        (879 612)
Dividends paid to Group shareholders and non-                     
controlling interest                                                            (152 316)        (133 263)        (244 239)
Taxation paid                                                                    (57 187)         (96 643)        (188 896)
Interest and dividends received                                                   409 287          348 643          736 798
Net cash (outflow)/inflow from operating activities                             (157 403)          415 441          772 008
Cash flows from investing activities                                                                                     
Proceeds on sale of property, plant and equipment and                    
other intangible assets                                                            15 869           10 424           95 858
Additions to property, plant and equipment                                      (130 442)        (184 489)        (435 201)
Additions to intangible assets                                                    (6 879)          (2 871)         (16 820)
Acquisition of subsidiaries and associates                                              ?         (10 566)        (141 912)
Dividend received from associates                                                       ?                ?                ?
Proceeds on sale of Wegezi                                                              ?                ?            9 240
Decrease in net bank overdraft on disposal of subsidiary                          174 505                ?                ?
Net increase in long-term receivables and finance lease                    
receivables                                                                     (236 516)        (211 274)        (404 726)
Net increase in financial investments                                           (104 081)         (94 001)        (192 081)
Net increase in current portion of financial investments                    
and long-term and finance lease receivables                                     (124 174)        (114 492)        (140 641)
Net cash outflow from investing activities                                      (411 718)        (607 269)      (1 226 283)
Cash flows from financing activities                                                                                    
Increase in long-term borrowings                                                  320 542          503 268          733 843
Increase/(decrease) in current portion of long-term                    
borrowings and financial liabilities                                               77 854        (124 852)         (62 946)
(Acquisition) of non-controlling interest                                         (1 275)                ?         (46 317)
Net cash inflow from financing activities                                         397 121          378 416          624 580
Net (decrease)/increase in cash and cash                    
equivalents                                                                     (172 000)          186 588          170 305
Cash and cash equivalents at the beginning of the period                          701 081          556 134          556 134
Effect of foreign exchange rate movement on cash                     
balance                                                                             6 590         (12 644)         (25 358)
Cash and cash equivalents at the end of the period                                535 671          730 078          701 081

OTHER INFORMATION
                                                                                     Unaudited six months ended    Audited
                                                                                                       Restated   year end
                                                                                         30 Sep           30 Sep     31 Mar
                                                                                          2017             2016       2017
Net interest-bearing debt: equity ratio (excluding long-                      
term debt secured by investments and loans) (%)                                             29%              34%        28%
Depreciation and amortisation (R'000)                                                    60 839           72 473    138 138
Net asset value per share (cents)                                                         4 924            4 562      4 715
Tangible net asset value per share (cents)                                                4 218            3 798      4 000
Capital expenditure (R'000)                                                             137 321          187 360    435 201
Capital commitment (R'000)                                                              148 621          235 797    189 640

                                                                                                            
SEGMENT INFORMATION
                                                                Group,
                                                             financing          Total  
                           Engineering          Capital      and other     continuing      Discontinued               Total
                            solutions        equipment     operations     operations        operations          operations
                                R'000            R'000          R'000          R'000             R'000               R'000
Unaudited six  
months ended  
30 September 2017                                                                                        
Segment revenue              2 270 321        2 555 507         30 725      4 856 553           916 803           5 773 356
Segment operating  
profit before foreign  
exchange movements             202 414          217 998          6 013        426 425            19 780             446 205
Segment assets               2 889 938        4 417 641      9 050 338     16 357 917           173 519          16 531 436
Segment liabilities            754 546        1 809 263      8 431 838     10 995 647           109 874          11 105 521
Unaudited six  
months ended  
30 September 2016  
*Restated                                                                                                            
Segment revenue              2 345 633        2 379 634          1 745      4 727 012         1 023 017           5 750 029
Segment operating    
profit/(loss) before   
foreign exchange   
movements                      240 848          218 865       (16 290)         443 423           44 113             487 536
Segment assets               2 731 802        4 054 591      7 902 804      14 689 197          944 456          15 633 653
Segment liabilities            830 231        1 795 846      7 276 170       9 902 247          576 938          10 479 185
Audited year ended   
31 March 2017                                                                                                          
Segment revenue              4 665 157        4 954 925         11 729       9 631 811        1 896 062          11 527 873
Segment operating    
profit before foreign    
exchange movements             479 762          469 813        101 603       1 051 178          108 264           1 159 442
Segment assets               2 758 272        4 085 804      8 347 849      15 191 925        1 073 053          16 264 978
Segment liabilities            719 727        1 779 389      7 825 629      10 324 745          672 122          10 996 867
  
NOTES TO THE FINANCIAL INFORMATION
BASIS OF PREPARATION
The Group's condensed consolidated interim financial statements (results) are prepared in accordance with the
requirements of the JSE limited Listings Requirements for interim reports, the requirements of the Companies Act
applicable to condensed financial statements, the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee, the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council and contain
information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the
results are in terms of IFRS and are consistent with the accounting policies applied in the preparation of the Group's
previous consolidated annual financial statements. All accounting policies effective for the 2018 financial year onwards
were applied and did not have a material impact on the Group results.

The comparative periods results have been restated for the change in accounting policy disclosed at 31 March
2017 whereby the Group's share based payments which were classified as equity settled were changed to cash settled.

PREPARED BY
These unaudited condensed consolidated results have been prepared under the supervision of Craig Barnard CA(SA), the
Executive Director Financial and Commercial.

SIGNIFICANT EVENTS AND TRANSACTIONS
The significant events and transactions which require disclosure per IAS 34 have been considered and are disclosed in the
notes and other information in the unaudited condensed consolidated results.

ACQUISITIONS OF SUBSIDIARIES AND ASSOCIATES
No acquisitions were made during the period ended 30 September 2017.

EVENTS AFTER THE REPORTING DATE
There were no events after the reporting date which require disclosure.

RESTATEMENT NOTE
This restatement has been accounted for due to the proactive monitoring process of the Johannesburg Stock Exchange.
In the comparative period, the Company accounted for the employee share incentive scheme as equity settled rather
than cash-settled.

The correction of the above results in adjustments as follows:

                                                                As previously         Restatement
                                                                    reported         adjustments          As restated
                                                                       R'000               R'000                R'000
September 2016                                                                                                     
Statement of financial position                                                                     
Equity attributable to the equity holders                         (4 955 810)               8 405          (4 947 405)
Deferred tax asset                                                    199 150             (2 294)              196 856
Share appreciation rights liability                                         ?             (6 111)              (6 111)
Statement of comprehensive income                                                                                  
Operating profit before foreign exchange movements                    485 172               2 364              487 536
Taxation                                                             (78 878)               (662)             (79 540)
Net effect on profit for the period                                   406 294               1 702              407 996
Other note disclosure 
Basic earnings and normalised earnings per share (cents)                  253                   2                  255
Diluted earnings per share (cents)                                        252                   3                  255
Headline earnings per share (cents)                                       254                   2                  256
Diluted headline earnings per share (cents)                               253                   3                  256
 
TRADE AND OTHER RECEIVABLES
                                                                             Unaudited six months ended       Audited
                                                                                              Restated    year ended
                                                                                 30 Sep          30 Sep        31 Mar
                                                                                   2017            2016          2017
                                                                                  R'000           R'000         R'000
Trade receivables                                                              1 476 596       1 868 389     1 360 756
Other receivables                                                                238 451         211 790       181 204
Trade and other receivables from operations                                    1 715 047       2 080 179     1 541 960
Receivable on disposal of subsidiary                                             374 308               ?             ?
Balance at end of the period                                                   2 089 355       2 080 179     1 541 960

DISPOSAL OF SUBSIDIARY                     
                                                                              Unaudited six months ended      Audited
                                                                                               Restated   year ended
                                                                                    30 Sep        30 Sep       31 Mar
                                                                                      2017          2016         2017
                                                                                     R'000         R'000        R'000
Fair value of net assets disposed of                                                                   ?            ?
Assets                                                                              988 008             ?            ?
Liabilities                                                                       (556 207)             ?            ?
Non-controlling interest                                                           (81 932)             ?            ?
Fair value of net assets disposed                                                   349 869             ?            ?
Bank and cash                                                                       174 505             ?            ?
Fair value of net assets disposed of excluding bank and                     
cash                                                                                524 374             ?            ?
Profit on disposal of subsidiary                                                     24 439                          
Receivable on disposal of subsidiary                                              (374 308)             ?            ?
Decrease in net bank overdraft due to disposal of                                   174 505
subsidiary                                                                                              ?            ?
                     
FAIR VALUE DISCLOSURE
The following is an analysis of the financial instruments that are measured subsequent to initial recognition at fair value.
They are grouped into levels 1 to 3 based on the extent to which the fair value is observable.
The levels are classified as follows:
Level 1 ? fair value is based on quoted prices in active markets for identical financial assets or liabilities.
Level 2 ? fair value is determined using directly observable inputs other than level 1 inputs.
Level 3 ? fair value is determined on inputs not based on observable market data.

                                                                         Valuation
                                                                      technique(s)
Unuadited six months ended                                                 and key
30 September 2017                                                          inputs     Level 1       Level 2   Level 3
Financial assets at fair value                                                                                 
FirstRand Bank bonds                                    843 300                  3     843 300             ?         ?
Forward exchange contract asset                           9 955                  1       9 955             ?         ?
Financial liabilities at fair value                                                                               
Foreign trade payables                                1 459 366                  4           ?     1 459 366         ?
Foreign exchange contract liability                           ?                  1           ?             ?         ?
                
                                                                         Valuation
                                                                      technique(s)
Unaudited six months ended                                                 and key
30 September 2016                                                          inputs     Level 1       Level 2   Level 3
Financial assets at fair value                                                                                   
FirstRand Bank bonds                                    670 567                  3     670 567             ?         ?
Forward exchange contract asset                               ?                  1           ?             ?         ?
Financial liabilities at fair value                                                                               
Foreign trade payables                                1 357 881                  4           ?     1 357 881         ?
Foreign exchange contract liability                      42 365                  1      42 365             ?         ?
                
                                                                         Valuation
                                                                      technique(s)
Audited year ended                                                         and key
31 March 2017                                                              inputs     Level 1       Level 2   Level 3
Financial assets at fair value                                                                                 
FirstRand Bank bonds                                    709 094                  3     709 094             ?         ?
Forward exchange contract asset                             677                  1         677             ?         ?
Financial liabilities at fair value                                                                               
Foreign trade payables                                1 089 685                  4           ?     1 089 685         ?
Foreign exchange contract liability                      18 625                  1      18 625             ?         ?

1. Discounted contractual stream payments using the zero swap curve at the valuation date.
2. Face value less specific related provision.
3. Expected settlement value.
4. Determined by the spot rate at the end of the period.

There have been no transfers between the levels during the financial period disclosed.

PREFERENCE SHARE CASH DIVIDEND
Notice is hereby given that the board have declared a gross cash dividend on 6 November 2017 of 450.20 cents
(31 October 2016: 419.60 cents) per preference share for the period from 13 June 2017 to 6 November 2017. Dividends
are to be paid out of distributable reserves.

-   Dividends tax (DT) of 20% will be withheld in terms of the Income Tax Act for those shareholders who are not
    exempt from the DT.
-   Accordingly, shareholders who are not exempt from DT will receive a net dividend of 366.632 cents per
    preference share.
-   Invicta Holdings Limited has 7 500 000 preference shares in issue.
-   Invicta Holdings Limited's income tax reference number is 9400/012/03/6.

The salient dates for the preference share dividend will be as follows:
Last day of trade to receive a dividend                                               Tuesday, 28 November 2017
Shares commence trading "ex" dividend                                               Wednesday, 29 November 2017
Record date                                                                             Friday, 1 December 2017
Payment date                                                                            Monday, 4 December 2017


Share certificates may not be dematerialised or rematerialised between Wednesday, 29 November 2017 and Friday,
1 December 2017, both days inclusive.

ORDINARY SHARE CASH DIVIDEND
The board has declared a final gross cash dividend of 68.64 cents per ordinary share for the period ended 30 September
2017. Dividends are to be paid out of distributable reserves. Dividend tax (DT) of 20% will be withheld in terms of the
Income Tax Act for those shareholders who are not exempt from DT. In accordance with paragraphs 11.17(1)(i) and
11.17(c) of the JSE Listings Requirements, the following additional information is disclosed:

-   The gross local dividend amount is 68.64 cents per ordinary share for shareholders exempt from the Dividend Tax;
-   The net local dividend amount is 54.912 cents per ordinary share for shareholders liable to pay the Dividend Tax;
-   Invicta Holdings Limited has 108 494 738 ordinary shares in issue (which includes 1 541 823 treasury shares); and
-   Invicta Holdings Limited's income tax reference number is 9400/012/03/06.

In compliance with the requirements of Strate the following dates are applicable:

Last day of trade to receive a dividend                                                Tuesday, 12 December 2017
Shares commence trading "ex" dividend                                                Wednesday, 13 December 2017
Record date                                                                             Friday, 15 December 2017
Payment date                                                                            Monday, 18 December 2017

Share certificates may not be dematerialised or rematerialised between Wednesday, 13 December 2017 and Friday,
15 December 2017, both days inclusive.

By order of the board

Cape Town
23 November 2017

Registered office: Invicta Holdings Limited, 3rd Floor, Pepkor House, 36 Stellenberg Road, Parow Industria, 7493
PO Box 6077, Parow East, 7501

Transfer secretaries: Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue,
Rosebank, Johannesburg, 2196. PO Box 61051, Marshalltown, 2107

Directors: Dr CH Wiese* (Chairman), A Goldstone (Chief Executive Officer), C Barnard, R Naidoo^, B Nichles*,
GM Pelser, DI Samuels^, LR Sherrell*, AM Sinclair, RA Wally^, Adv JD Wiese*

*Non-executive    ^Independent non-executive

Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

www.invictaholdings.co.za



Date: 27/11/2017 07:18:00 Supplied by www.sharenet.co.za                     
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